C. Consolidation

C.1. Methods of consolidation

Subsidiaries

The scope of consolidation is determined in accordance with IFRS. In addition to voestalpine AG as the parent company, the Consolidated Financial Statements of the voestalpine Group include all subsidiaries controlled by it. The annual financial statements of all fully consolidated entities are prepared as of March 31 using uniform accounting policies. Entities controlled by voestalpine AG that are not included in its Consolidated Financial Statements are negligible, both individually and collectively. The subsidiaries are listed in the Investments appendix to the Notes.

Subsidiaries are entities controlled by the Group. Control exists when the voestalpine Group has power over the investee, is exposed to fluctuating returns on its investment, and has the ability to use its power over the investee to affect the amount of the Group’s returns. The annual financial statements of subsidiaries are included in the Consolidated Financial Statements from the date on which the Group acquires control over the subsidiary until the date on which the Group ceases to control.

Upon initial consolidation, assets, liabilities and contingent liabilities are measured at their fair value as of the acquisition date. Any excess of the consideration transferred over the remeasured net assets acquired and liabilities assumed is recognized as goodwill. If the net assets acquired and liabilities assumed exceeds the cost, the difference is recognized in profit or loss in the acquisition period after reassessing the purchase price allocation. The hidden reserves and/or hidden losses attributed to the non-controlling interests are also accounted for.

The voestalpine Group applies the partial goodwill method. Accordingly, non-controlling interests are recognized at the acquisition date at their proportionate share of the remeasured net assets acquired and liabilities assumed without recognizing proportionate goodwill. Non-controlling interests are presented separately in the Consolidated Statement of Financial Position from the equity attributable to equity holders of the parent. The share of non-controlling interests in the profit after tax and in the total comprehensive income for the period is disclosed in the Consolidated Statement of Comprehensive Income.

In accordance with IFRS 3, acquired companies are subsequently included in the Consolidated Financial Statements at the fair value carried forward of the acquired assets, liabilities, and contingent liabilities determined as of the acquisition date, taking into account depreciation, amortization, and impairment as appropriate. The carrying amount of the non-controlling interests is determined based on the fair values carried forward for the assets and liabilities acquired.

All intra-Group interim results, receivables, and liabilities as well as income and expenses are eliminated.

Equity transactions with non-controlling interests that do not result in a loss of control are accounted for as transactions between owners. Any difference between the consideration paid for the transferred interests and the carrying amount of the non-controlling interests is recognized directly in equity.

Put options granted to non-controlling shareholders in exchange for their shares in Group companies are recognized as liabilities in the statement of financial position, measured at fair value. If, in individual cases, the risks and rewards associated with ownership of the non-controlling interest had already been transferred at the time the majority interest was acquired, the assumption is that 100% of the entity was acquired. If, however, the risks and rewards are not transferred, the non-controlling interests continue to be shown in equity. The liability is recognized directly against retained earnings with no effect on profit or loss (double credit approach). The subsequent measurement of the liability arising from the put option is recognized through profit or loss.

For liabilities arising from outstanding put options, the discounted cash flow method is applied for valuation purposes, taking into account the contractual maximum limits. The key input factors in the discounted cash flow method include, in particular, the planning assumptions used in medium-term business plan and the discount rate.

Entities included using the equity method

Investments in associates and joint ventures are accounted for using the equity method in the consolidated financial statements of voestalpine AG. The ownership interests are listed in the Investments appendix to the Notes.

Associates are entities over which the voestalpine Group has significant influence, typically through participation in the entities’ financial and operating policy decisions, without having control or joint control over those decisions. Joint ventures are joint arrangements in which partner companies (the voestalpine Group and one or more partners) exercise joint control over the arrangement and have rights to the entity’s net assets. The annual financial statements of associates and joint ventures are included in the Consolidated Financial Statements using the equity method from the acquisition date to the date of disposal. The Group’s associates and joint ventures are listed in the Investments appendix to the Notes.

Interests in companies accounted for using the equity method are initially recognized at cost upon acquisition. The difference between the acquisition cost and the share of the fair value of the net assets of the investee is recognized as goodwill within the carrying amount of the investment. If the acquisition cost is lower than the share of the fair value of the net assets of the investee, the difference is recognized in profit or loss in the acquisition period. In subsequent periods, the initial acquisition cost is adjusted for the Group’s share of the investee’s profit or loss, taking into account the amortization of hidden reserves and losses identified in the purchase price allocation, less dividends received as well as the Group’s share of other comprehensive income, and other changes in equity. Furthermore, if there is an indication of impairment, the entire carrying amount of the investment is tested for impairment.

For entities included using the equity method (associates and joint ventures), local accounting policies and different reporting dates (see Investments appendix to the Notes) were maintained for time reasons and cost-benefit considerations where the relevant amounts were immaterial.

Other equity investments

Subsidiaries, joint ventures, and associates that are not included in these Consolidated Financial Statements by way of full consolidation or the equity method are recognized in other financial assets and other equity investments. These other assets are measured at amortized cost.

Non-current assets held for sale, disposal groups, and discontinued operations

The Group classifies non-current assets or disposal groups as held for sale if the carrying amount of the assets or disposal groups will be recovered principally through a sale transaction rather than through continuing use. A disposal group is classified as discontinued operations once the business unit is either classified as held for sale or has already been disposed of, and if the business unit represents a separate, material division.

Assets held for sale are measured at the lower of the carrying amount and fair value less costs to sell. To the extent that any required impairment exceeds the non-current assets, other assets within the disposal group are also written down accordingly.

Upon consolidation, the assets and liabilities are presented separately under the line items, “assets held for sale or from discontinued operations” and “liabilities held for sale or from discontinued operations,” in the statement of financial position. In the consolidated income statement, results from discontinued operations are presented separately from those of continuing operations, and the entries for the previous year are adjusted accordingly. In the consolidated statement of cash flows, cash flows from discontinued operations are separately disclosed as a thereof note.

C.2. Changes in the scope of consolidation

Development of the scope of consolidation

The number of entities included in the Consolidated Financial Statements developed as follows during the business year 2025/26:

Disposals and other changes in the scope of consolidation

The following entities were deconsolidated during the business year 2025/26:

At the beginning of August 2025, the sale of the Camtec Group business unit (voestalpine Camtec GmbH, Austria, and the at-equity-consolidated company Jiaxing NYC Industrial Co., Ltd., China) in the Steel Division was completed. The voestalpine Camtec Group specializes in the production of cams and maintenance-free sliding elements made of brass, copper, and aluminum, and primarily supplies the automotive manufacturers and suppliers, as well as the mechanical engineering industries. The decision to sell the business unit was driven by rising energy and personnel costs, combined with a sharp increase in price pressure from non-European competitors, particularly from China and India. In the business year 2024/25, revenue amounted to approximately EUR 14.0 million. The 47 affected employees were offered the opportunity to transfer to other voestalpine operations in Linz.

The sale of the business has the following effects on the Consolidated Financial Statements:

Of the consideration received as well as the net cash inflow, EUR 1.7 million each relate to the at-equity-consolidated company.

In December 2025, the High Performance Metals Division sold 100% of its shares in OOO voestalpine High Performance Metals RUS, Russia. This disposal had no material impact on the Consolidated Financial Statements.

Due to liquidation, the Metal Engineering Division deconsolidated OOO voestalpine Bohler Welding Russia, Russia, and voestalpine Signaling China Co. Ltd., China, at the beginning of June 2025; the High Performance Metals Division deconsolidated Uddeholm Eiendom AS (in Liquidation), Norway, in July 2025, and as of the end of August 2025, the Metal Forming Division deconsolidated voestalpine Automotive Components Cartersville Beteiligung GmbH (in Liquidation), Germany. The effects of these disposals on the Consolidated Financial Statements are considered immaterial.

Discontinued operations and disposal groups

On January 12, 2026, the Management Board resolved to sell the asset CGU voestalpine BÖHLER Profil GmbH & Co KG, Austria, which operates in the High Performance Metals segment. The company supplies special profiles to various industrial markets and is also one of the leading manufacturers of profiles for industrial knives.

The criteria for classification as held for sale were met in the business year 2025/26. As part of a structured sales process, negotiations were concluded with the signing of the purchase agreement on January 29, 2026. The industrial company Kadant Inc., Westford, Massachusetts, USA, acquired not only the company but also all approximately 150 employees. Until the closing of the sale on April 30, 2026, voestalpine BÖHLER Profil GmbH & Co KG is classified by management as a disposal group. The completion of the sale constitutes a non-adjusting event after the balance sheet date in accordance with IAS 10 (see also Note D.31. Events after the reporting period).

The Group measures disposal groups at the lower of their carrying amount and fair value less costs to sell. Fair value less costs to sell was derived from the expected sales proceeds, based on the signed purchase agreement and exceeds the carrying amount of the disposal group.

The main groups of assets and liabilities of the disposal group comprise the following items:

Acquisitions and other additions to the scope of consolidation

The following entities were included in the Consolidated Financial Statements for the first time in the business year 2025/26:

The additions of fully consolidated entities to the scope of consolidation comprise one acquisition, two newly established entities, and four entities consolidated for the first time.

At the beginning of July 2025, voestalpine Turnout Technology UK Limited, Great Britain, a company of the Metal Engineering Division, acquired control of 100% of the shares in HIRD Rail Services Limited, Doncaster, Great Britain, which employs around 15 people. With the acquisition of HIRD Rail Services Limited, the Railway Systems business unit has taken another step towards strengthening its market position in the United Kingdom. HIRD Rail Services Limited is a leading supplier of high-quality insulated joints for Network Rail (British rail network) and is very well positioned in this segment of the British railway market. Further growth potential is expected from expanding the regional sales areas for the products and from supplying system solutions.

This acquisition has the following impact on the Consolidated Financial Statements:

The goodwill of EUR 1.0 million results from the company’s earnings potential. In accordance with IFRS, this difference cannot be allocated to individually identifiable items and is allocated to the goodwill-carrying Railway Systems unit. It is not expected that any portion of the recognized goodwill will be deductible for corporate income tax purposes.

Since its initial consolidation, the acquisition has contributed revenue of EUR 1.6 million to consolidated revenue. Its share of the Group’s profit after tax for the same period amounted to EUR 0.0 million. The reported consolidated revenue would have been EUR 2.2 million higher and the reported Group’s profit after tax would have been EUR 0.1 million higher if the acquisition had been consolidated as of April 1, 2025.

As part of the first-time full consolidation of HIRD Rail Services Limited, trade receivables with fair values of EUR 0.7 million (gross carrying amount: EUR 0.7 million) were acquired. Expected uncollectible receivables are considered immaterial.

In the current reporting period, EUR 26.8 million was paid in connection with previous acquisitions in accordance with IFRS 3.

C.3. Subsidiaries with material non-controlling interests

In the reporting period, the total of all non-controlling interests was EUR 220.3 million (March 31, 2025: EUR 239.9 million), of which EUR 124.1 million (March 31, 2025: EUR 140.9 million) is attributable to voestalpine Tubulars GmbH & Co KG and EUR 23.6 million (March 31, 2025: EUR 22.6 million) to CNTT Chinese New Turnout Technologies Co., Ltd. The remaining non-controlling interests, considered individually, may be considered immaterial to the Group.

Summarized financial information for each subsidiary with non-controlling interests that are material to the Group is shown below. The figures correspond to the amounts before elimination of intra-Group transactions.

In the reporting period, EUR 4.5 million was paid for the acquisition of non-controlling interests in Travertec S.R.L., Romania. Non-controlling interests totaling EUR 3.7 million were derecognized, and an amount of EUR 0.8 million was recognized directly in equity.

C.4. Entities included using the equity method

Shares in material associates

voestalpine holds a 20% share in the ArcelorMittal Texas HBI Group, domiciled in the State of Delaware, USA and exercises significant influence over this group of companies. This share is accounted for using the equity method. The ArcelorMittal Texas HBI Group operates a direct reduction plant and supplies hot briquetted iron (HBI) to the voestalpine Group. The company is not a listed entity.

The following tables present the financial information on the ArcelorMittal Texas HBI Group.

Shares in immaterial associates

This information relates to the interests of the voestalpine Group in associates and is broken down as follows:

Associates, including the respective ownership interests, are presented in the Investments appendix to the Notes.