
SECTION 5.2
INVESTMENT MODEL
AND RISKS
MARKET ACCESS
In the beer industry, access to local markets is
highly dependent on establishing good
relationships with customers in the on- and off-
trade channels, national distributors, local
suppliers and relevant authorities governing the
beverage industry. One way of establishing
such relations is by acquiring a local brewer or
engaging with a local partner that already has
the relevant relationships.
When the Group expands its business to new
geographies, it often does so in collaboration
with a local partner. Such a partnership can
take different legal forms and impacts the
consolidated financial statements accordingly.
In addition to its activities in the beer industry,
the Group operates in the soft drinks industry,
an industry dominated by large global brand
owners. The Group is engaged in long-term
contractual partnerships to produce, distribute
and sell third-party soft drink brands. In
addition to granting the right to produce, the
brand owner usually provides the recipe and/or
raw material, while the Group has the
necessary production capabilities and
distribution platform.
INVESTMENT MODEL
Entering into a partnership can reduce the
financial exposure and mitigate the business
risks associated with entering new markets or
expanding the activities in an existing market.
The financial exposure, however, varies
depending on the structure of the partnership.
Business and financial success, and the related
risks, depend on the ability of the Group and
the local partner to forge a strong and aligned
cooperation.
In some markets, the Group enters as a non-
controlling shareholder, providing a degree of
financing and contributing knowledge of the
beer industry. The Group thus leaves control
with the partner and recognises the investment
as an associate.
More often, the Group structures its
partnerships such that it exercises management
control, usually by way of majority of the
voting rights. These investments are fully
consolidated subsidiaries, which are just as
important as other types of partnership for
success in the local markets, but mean that the
Group has increased financial exposure.
Investments in businesses in which the Group
exercises management control often involve put
and/or call options to acquire additional shares.
IMPACT ON FINANCIAL STATEMENTS
Investments in associates are consolidated in
the financial statements using the equity
method. The accounting risks associated with
these entities are limited to the investment
made, the proportionate share of the net profit
and any specific additional commitments to
banks or other parties, as well as specific
guarantees or loans the Group provides to the
partnership.
In businesses where the Group exercises
management control, the consolidated
financials are impacted by full exposure to the
earnings and other financial risks. From an
accounting point of view, the Group treats any
put options held by partners in such entities as
if they had already been exercised by the
partner, i.e. anticipating that the acquisition will
occur. The accounting impact is that the non-
controlling interests are not recognised, and no
part of net profits or equity is attributed to
them. Instead, the dividends paid to the
partner are reported as financial expenses.
Common to all partnerships is the risk of
disagreement and ultimately dissolution.
Disagreements with partners on the operational
management and strategic direction of
partnerships may limit our ability to manage
the growth and risk profile of our business. The
Group continuously seeks to promote a fair and
mutually beneficial development of the
partnerships, which is crucial to be successful.
However, in certain partnerships the partners’
pursuit of goals and priorities that are different
from those of the Group might result in
disagreements, affecting operational and
financial performance. Different goals and
priorities of this kind can become more
pronounced in the period when a partner has
the right to exit the partnership.
A dissolution will initially impact the accounting
treatment of an investment. The accounting
treatment will depend on whether the Group or
its partner is exiting the business. In the long
term the impact on the operation of the local
entity and the collaboration with customers,
distributors, authorities etc. can be significant if
the partner was instrumental in managing
these relationships. The risk of a partnership
dissolution may therefore have a negative
impact on the underlying business and the
financial performance recognised in the
consolidated financial statements.
The Group is involved in many partnerships,
one being Carlsberg South Asia Pte Ltd
(CSAPL), of which Carlsberg owns two thirds
and CSAPL Holdings Pte Ltd (CSAPLH) the
remaining one third. CSAPL is the holding
company for the businesses in India (100%) and
Nepal (90%). In 2022, the Group invoked its
right to begin the call process, and the partner
exercised its put option under the Shareholders’
Agreement. A put option valuation certificate
was issued in February 2023, cf. section 5.4. For
the purpose of the consolidated financial
statements, the put option is accounted for as if
it had already been exercised. CSAPL and its
investments in India and Nepal are therefore
included in the consolidated financial
statements, with no profits or equity attributed
to the non-controlling shareholder. Please refer
to section 3.4 for a detailed description of the
dispute with the partner in CSAPL.
Partnerships in the soft drinks industry are
based on long-term contractual agreements
and come to an end when the contract
terminates. The termination of a significant
partnership with a global soft drink brand
owner would have a negative impact on the
Group’s financial performance.
The issuance of the presidential decree in
Russia, temporarily transferring the
management of the Group’s subsidiary Baltika
Breweries to the Russian Federal Agency for
State Property Management, effectively
prevents the Group from acting as shareholder
in Baltika Breweries. In an attempt to prevent
the Group from exercising its rights as the
lawful owner of certain assets and intellectual
property rights of which Baltika Breweries
previously enjoyed the benefit or possessed as
part of the Carlsberg Group, various claims
have been filed in Russia against the Group by
Baltika Breweries. The claims are considered to
be baseless and without merit. The Group
continues to defend, uphold and protect its
assets, legal and intellectual property rights.
CARLSBERG GROUP ANNUAL REPORT 2023 CONSOLIDATED FINANCIAL STATEMENTS 106