AMBER BEVERAGE GROUP HOLDING S.À R.L.
(Reg.No B218246; Address: 44, Rue de la Vallée, L-2661, Luxembourg; Subscribed capital: EUR 12 500)
Annual accounts for the period from 1 January 2023 until 31 December 2023
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
2
Contents
MANAGEMENT REPORT .............................................................................................................................. 3
BALANCE SHEET .......................................................................................................................................... 5
PROFIT AND LOSS ACCOUNT ..................................................................................................................... 6
NOTES TO ANNUAL ACCOUNTS ................................................................................................................. 7
STATEMENT OF THE BOARD OF MANAGERS’ RESPONSIBILITIES FOR THE PREPARATION AND
APPROVAL OF THE FINANCIAL STATEMENTS ........................................................................................ 20
AUDIT REPORT .......................................................................................................................................... 21
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
3
MANAGEMENT REPORT
Type of operations
Amber Beverage Group Holding S.à r.l. (hereinafter also – the Company) is a holding company of Amber Beverage
Group (hereinafter – ABG, the Group) - the leading producer, distributor, logistics service provider and retailer of
beverages. The Group operates internationally from its headquarters in Luxembourg and through its production
and distribution companies all over the world.
The Company has been established in 2017 as the result of reorganisation of SPI Group has grown through organic
growth and acquisitions, becoming a global spirits industry player that unites more than 1 500 employees in more
than 20 companies in the Baltic States, Austria, Australia, Ireland, Mexico and the United Kingdom. The
consolidated Annual Report for 2023, including the detailed performance analysis and corporate governance
related matters is presented separately and is published on the Company’s website
https://amberbev.com/group/financial-information/
The principal activities of the Company, which are unchanged from last year, are the holding of investments and
provision of financing facilities to its subsidiaries, including any interest earning activities. The Company hasn’t
established any branches.
Following strategic decision on reviewing its investment portfolio, in 2023 the Company has sold its investment
in Amber Permalko AO (company incorporated in Russia) to a third party.
On 21 April 2023, Amber Beverage Group Holding S.à r.l., with the intention of acquiring financing for the
construction of a high-bay automated warehouse in Riga, Latvia, issued EUR 30 million in 4-year bonds (ISIN:
LV0000870137), which are listed on the Frankfurt Stock Exchange (WKN: A3LE0T). As of 16 October 2023, the bonds
are listed on the Nasdaq Riga Stock Exchange Baltic Regulated market (AMBEFLOT27A). The funds obtained from
the bond issue have been lent to its subsidiary SIA ABG Real Estate (incorporated in Latvia), which is the manager
of the project.
The Company employs 1 employee (2022: 2 employees).
Financial performance
In 2023 the Company has generated net profit of EUR 6.8 million mainly thought its investment activities (in form
of dividends received) and financing activities (via interest income), which is an increase by EUR 1.6 million to
2022.
As at 31 December 2023 the Company’s assets are EUR 358.3 million (31.12.2022: EUR 324.4 million) and its net
assets equal to EUR 141.5 million (31.12.2022: EUR 144.7 million). The current liabilities of the Company mainly
consist of current portion of bank borrowings and borrowings from related parties. In 2023 the Company has
started the refinancing process of its loan portfolio with primary intention to refinance the Credit Suisse AG loan
facility. The expected outcome of the refinancing process is expected to improve the liquidity position of the
Company. The financial position, development and performance of the Company as presented in these financial
statements is considered satisfactory.
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
4
Financial risk management
In the ordinary course of business, the Company is exposed to a variety of financial risks,including credit risk,
liquidity risk, and interest rate risk. The Company’s management handles financial risks on an ongoing basis to
minimize their potential adverse effects on the financial performance of the Company.
Most of the borrowings have variable interest rates. The Company’s management is considering the use of
hedging instruments to minimize the effect of variable interest rates.
Financial assets that potentially expose the Company to a certain degree of credit risk concentration are primarily
receivables from related companies, and loans. The Company also complies with sanctions regimes imposed by
the EU, United Nations, and US, as well as internal procedures.
The Company pursues a prudent liquidity risk management policy, according to which adequate credit resources
are ensured to settle liabilities when they fall due. The Company’s management handles liquidity and cash flow
risks by maintaining adequate cash reserves and securing sufficient financing by means of loans, credit lines, by
monitoring forecasted and actual cash flows, and by matching the maturities of financial assets and liabilities on
an ongoing basis.
Subsequent events
In January 2024, the Company finalized the acquisition process of Amber Beverage Austria GmbH and obtained
100% control over the share capital of Amber Beverage Austria GmbH.
In January 2024, the renaming process of Interbaltija AG AS was finalized and the new company name Interbaltija
Amber SIA was registered with the Commerce Register of Latvia.
As part of the refinancing process in January 2024, the Company made partial repayment of outstanding facility
towards Credit Suisse AG by EUR 3.5 million and towards Luminor Bank AS Latvian Branch by EUR 1.5 million. The
overdraft facility provided by Luminor Bank AS wasextended until 30 June 2024, with further extension subject
to the development of the refinancing processof Credit Suisse AG facility. In February 2024, the Credit Suisse AG
and the Group agreed on further extension of loan facility with the set final repayment date by 20 December 2024.
In January 2024, the Audit Committee of the Company was established as independent supervisory body. Mr.
Simon Charles Rowe (as chairman), Mr. Olivier Cagioulis and Ms. Michele Perez were appointed as members of the
Audit Committee for the three-year period.
On behalf of the Board:
______________________
Arturs Evarts
Chairman of the Board
Luxembourg, 27 May 2024
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
5
BALANCE SHEET
Financial year from 01.01.2023 to 31.12.2023
ASSETS
Reference(s) Current year Previous year
C.
Fixed assets 349 683 659 311 902 073
I.
Intangible assets 52 512 79 725
2
Concessions, patents, licences, trade marks and similar rights and assets, if they
were
52 512 79 725
a)
acquired for valuable consideration and need not be shown under C.I.3 52 512 79 725
II.
Tangible assets 45 444
3
Other fixtures and fittings, tools and equipment 45 444
III.
Financial assets 3.3 349 631 102 311 821 904
1
Shares in affiliated undertakings 199 849 911 200 769 830
2
Loans to affiliated undertakings 111 951 311 78 688 145
6
Other loans 37 829 880 32 363 929
D
Current assets 7 557 864 12 295 286
II.
Debtors 3.4 7 366 477 11 837 058
1
Trade debtors 611 954 -
b)
becoming due and payable after more than one year 611 954 -
2
Amounts owed by affiliated undertakings 6 713 100 11 801 613
a)
becoming due and payable within one year 6 713 100 11 801 613
4
Other debtors 41 423 35 445
a)
becoming due and payable within one year 41 423 35 445
IV.
Cash at bank and in hand 191 387 458 228
E.
Prepayments 1 059 004 216 981
TOTAL (ASSETS) 358 300 527 324 414 340
CAPITAL, RESERVES AND LIABILITIES
A.
Capital and reserves 141 513 479 144 747 001
I.
Subscribed capital 3.5 12 500 12 500
II.
Share premium account 3.6 132 553 000 132 553 000
IV.
Reserves 3.7 9 678 98 778
1
Legal reserve 1 250 1 250
4
Other reserves, including the fair value reserve 8 428 97 528
b)
other non available reserves 8 428 97 528
V.
Profit or loss brought forward 3.7 2 082 723 6 879 399
VI.
Profit or loss for the financial year 3.7 6 855 578 5 203 324
C.
Creditors 3.8 213 287 162 179 667 339
1
Debenture loans 30 000 000 -
b)
Non convertible loans 30 000 000 -
ii)
becoming due and payable after more than one year 30 000 000 -
2
Amounts owed to credit institutions 57 756 035 63 556 470
a)
becoming due and payable within one year 57 756 035 63 556 470
b)
becoming due and payable after more than one year - -
4
Trade creditors 138 139 422 201
a)
becoming due and payable within one year 138 139 422 201
6
Amounts owed to affiliated undertakings 122 035 028 107 549 814
a)
becoming due and payable within one year 81 745 585 64 816 953
b)
becoming due and payable after more than one year 40 289 443 42 732 861
8
Other creditors 3 357 960 8 138 854
a)
Tax authorities 7 316 4 827
b)
Social security authorities 9 930 -
c)
Other creditors 3 340 714 8 134 027
i)
becoming due and payable within one year 215 323 43 170
ii)
becoming due and payable after more than one year 3 125 391 8 090 857
D.
Deferred income 3 499 886 -
TOTAL (CAPITAL, RESERVES AND LIABILITIES) 358 300 527 324 414 340
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
6
PROFIT AND LOSS ACCOUNT
Financial year from 01.01.2023 to 31.12.2023
Reference(s) Current year Previous year
1
Net turnover - -
4
Other operating income 3.9 1 365 158 622 266
5
Raw materials and consumables and other external expenses -1 927 931 -1 488 477
a) Raw materials and consumables - -
b) Other external expense 3.10 -1 927 931 -1 488 477
6
Staff costs -221 117 -83 721
a) Wages and salaries -204 846 -73 418
b) Social secutity costs -16 028 -10 303
ii) other social security costs -16 028 -10 303
c) Other staff costs -243 -
7
Value adjustments -27 611 -27 849
a) in respect of formation expenses and of tangible and intangible fixed assets -27 611 -27 849
8
Other operating expenses -2 683 -5 500
9
Income from participating interests 3.11 8 771 928 7 993 534
a) derived from affiliated undertakings 8 771 928 7 993 354
11
Other interest receivable and similar income 3.12 9 070 488 4 809 416
a) derived from affiliated undertakings 6 677 073 3 927 960
b) other interest and similar income 2 393 415 881 456
14
Interest payable and similar expenses 3.13 -9 926 593 -6 265 692
a) concerning affiliated undertakings -2 045 226 -1 598 133
b) other interest and similar expenses -7 881 367 -4 667 559
15
Tax on profit or loss - -
16
Profit of loss after taxation 7 101 639 5 553 977
17
Other taxes not shown under items 1 to 16 -246 062 -350 654
18
Profit of loss for the financial year 6 855 578 5 203 324
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
7
NOTES TO ANNUAL ACCOUNTS
1. General Information
Amber Beverage Group Holding S.à r.l. (hereafter the “Company”) was incorporated on 26 September 2017 and is
organized under the laws of Luxembourg as a Société à responsabilité limitée for an unlimited period.
The registered office of the Company was established in 44, Rue de Vallée, L-2661, Luxembourg.
The main activity of the Company is management of investments and financing into Amber Beverage Group – one
of the leading producers and distributors of alcohol beverages.
As at 31 December 2023 the major shareholder of the Company was SPI Group Holding Limited (registered in
Cyprus) owning 94% of Company’s share capital (31.12.2022: 94%).
The SPI Group Holding Limited also prepares consolidated financial statements for the reporting year, which are
published according to the provisions of the Cyprus Law.
2. Reporting period
The Company’s financial year starts on 1 January and ends on 31 December 2023. Comparative information shows
the balance sheet as at 31 December 2022 and income statement items for period 1 January 2022 to 31 December
2022.
3. Summary of Significant accounting policies
3.1. Basis for preparation
The annual accounts have been prepared in accordance with Luxembourg legal and regulatoryrequirements
under the historical cost convention.
Accounting policies and valuation rules are, besides the ones laid down by the law on 19 December 2002,
determined and applied by the Board of Managers.
The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the
Board of Managers to exercise judgement in the process of applying the accounting policies. Changes in
assumptions may have a significant impact in the period in which the assumptions changed. Management
believes that the underlying assumptions are appropriate and that the annual accounts therefore present the
financial position and results fairly.
The Company makes estimates and assumptions that affect the reported amounts of assets and liabilities in the
next financial year. Estimates and judgements are continually evaluated and are based on historical experience
and other factors, including expectations of future events that are believed to be reasonable under the
circumstances.
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
8
3.2. Significant accounting policies
The main valuation rules applied by the Company are the following:
3.2.1. Intangible assets
Intangible assets are valued at purchase price including the expenses incidental thereto or at production cost,
less cumulated depreciation amounts written off and value adjustments. These value adjustments are not
continued if the reasons for which the value adjustments were made have ceased to apply.
3.2.2. Financial fixed assets
Shares in affiliated undertakings are valued at their historical acquisition cost including theincidental costs of
acquisition. Loans to these undertakings are valued at their nominal value. If the Management determines that a
permanent impairment has occurred in the value of a financial fixed asset, a value adjustment is made, to reflect
that loss. These value adjustments may not be continued if the reasons for which they were made have ceased to
apply.
3.2.3. Debtors
Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is
compromised. These value adjustments are not continued if the reasons for the which the value adjustments were
made have ceased to apply.
3.2.4. Trade creditors
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or
less. If not, they are presented as non-current liabilities.
Trade payables are carried at cost which is the fair value of the consideration to be paid in the future for goods
and services received, billed to the Company, unless the effect of discounting is material.
3.2.5. Foreign currency translation
The Company maintains its books and records in euros (EUR).
Transactions expressed in currencies other than euros are translated at the exchange rate effective at the time of
the transaction.
Cash at bank is translated at the exchange rate prevailing at the balance sheet date. Exchange gains and losses
resulting from this conversion are recorded in the profit and loss account for the year.
The other assets and liabilities are translated individually at the lower, respectively the higher, of their value at
the historical exchange rate or at their value determined at the exchange rate prevailing at the balance sheet date.
Only the unrealized exchange losses are recorded in the profit and loss account. The exchange gains are recorded
in the profit and loss account at the moment of their realisation.
Where there is an economic link between an asset and a liability, they are translated in total, and only the
unrealized net exchange losses are accounted for in the profit and loss account.
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
9
3.2. Significant accounting policies (continued)
3.2.6. Cash and cash equivalents
Cash and cash equivalents consist of banks’ current accounts balances and other highly liquid investments with
original maturities up to 90 days.
3.2.7. Net turnover
The net turnover comprises the amounts derived from the provision of services falling within the Company’s
ordinary activities, after deductions of value added tax and other taxes directly linked to the turnover.
3.2.8. Borrowings
Borrowings are recognised initially at fair value net of transaction costs incurred. Borrowings are subsequently
stated at amortised cost using the effective interest method. Any difference between the proceeds and the
redemption value is recognised inthe income statement over the period of the borrowings using the effective
interest method. Transaction costs are included in the prepayments and amortised over the borrowing period.
3.2.9. Derivative financial instruments and hedging activities
Derivatives are initially recognized at fair value as at the date when the contract is concluded. Derivatives are
subsequently measured at fair value at the end of each reporting period. The method of recognising the resulting
gain and loss depends on whether the derivative is designated asa hedging instrument, and if so, the nature of
the item being hedged.
The effective portion of changes in the fair value of derivatives that are designated and qualify for cash flow hedges
is recognised in equity item “Reserves”. The gain or loss relating to the ineffective portion is recognised
immediately in the profit and loss account.
Amounts accumulated in equity are reclassified in the profit and loss account in the periods when the hedged
item effects profit or loss. The gain or loss relating to the effective portion of interest rate swaps hedging variable
rate borrowings is recognised in the profit and loss account within “Interest payable and similar expenses”. The
gain or loss relating to the ineffective portion is recognised in the profit and loss account within “Other operating
expenses”.
3.2.10. Related party transactions
The parties are considered related when one party has a possibility to control the other or has significant influence
over the other party in making financial and operational decisions. Related parties of the Company are
subsidiaries, associates, shareholders who could control or who have significant influence over the Company in
accepting operating business decision, key management personnel of the Company including the members of
Supervisory Board and close family members of any of above-mentioned persons, as well as entities over which
those persons have a control or significant influence.
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
10
3.3. Financial fixed assets
The movement of the financial fixed assets is represented as follows:
To secure the liabilities arising from borrowings received from its external lenders (Credit Suisse AG, Luminor Bank
AS Latvian Branch, Rietumu Banka AS, bonds) (see Note 3.8), the Company has provided the following collaterals:
• Pledge over shares of Amber Latvijas Balzams AS, Amber Beverage Group SIA, Amber Beverage Australia
Pty Ltd (in process of release subsequent to the year-end), Amber Production Tequila SA de CV(in process
of release subsequent to the year-end), Interbaltija AG AS (subsequently to year end renamed to
Interbaltija Amber SIA) (in process of release subsequent to the year-end), Amber Talvis AO, Amber
Distribution Lithuania UAB, Amber Distribution Latvia SIA, ABG Real Estate SIA, Amber Distribution
Estonia OU, WW Equity House Holding Ltd.
• Assignment of claim rights against ABG Real Estate SIA and SPI Group Holding Limited.
See also Note 3.15.
Shares
Loans
TOTAL
EUR
EUR
EUR
Gross book value – opening balance
200 769 830
111 052 074
311 821 904
Additions
4 081 201
-
4 081 201
Disposals
Settlements
(5 001 120)
-
-
38 729 117
(5 001 120)
38 729 117
Gross book value – closing balance
199 849 911
149 781 191
349 631 102
Accumulated value adjustments – opening balance
-
-
-
Allocations for the period
-
-
-
Reversals for the period
-
-
-
Transfers for the period
-
-
-
Accumulated value adjustments – closing balance
-
-
-
Net book value – opening balance
200 769 830
111 052 074
311 821 904
Net book value – closing balance
199 849 911
149 781 191
349 631 102
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
11
3.3. Financial fixed assets (continued)
As at 31 December 2023 the Company has ownership in the following undertakings:
Name of undertaking
Registered office
Ownership
31/12/2023
Book value
31/12/2023
EUR
Ownership
31/12/2022
Book value
31/12/2022
EUR
Last balance
sheet date
Amber Beverage Group
SIA
- management
services
A.Caka 160, Riga, Latvia
100.00%
4 002 800
100.00%
4 002 800
31.12.2023
Amber Talvis AO
- rectification of ethyl
alcohol
392515, Tambovskaja
oblastj, Tambovskij rajon,
r.p. Novaja Lada,
U.Sovetskaja 184e, Russia
72.87%
82 966
72.87%
82 966
31.12.2023
Amber Production
Remedia OÜ
- production of
alcoholic beverages
Moisa tee 5, Kiiu, Kuusalu,
Harjumaa, 74604, Estonia
100.00%
1 700 000
100.00%
1 700 000
31.12.2023
Amber IP Brands S.a r.l.
- management of
intellectual property
Avenue Reverdil, Nyon,
1260, Switzerland
100.00%
24 143
100.00%
24 143
31.12.2023
Amber Production
Tequila S.A. de C.V.
- production of
alcoholic beverages
Heroe de Nacozari No.5,
Tequila, Jalisco, 46403,
Mexico
99.99%
21 320 386
99.99%
21 320 386
31.12.2023
Amber Distribution
Latvia SIA
- distribution
Noliktavu iela 11, Dreiliņi,
Riga, LV-2130, Latvia
100.00%
21 813 000
100.00%
21 813 000
31.12.2023
Interbaltija AGAS
- distribution
1
Lapeņu 3, Riga, LV-1013,
Latvia
100.00%
3 200 000
100.00%
3 200 000
31.12.2023
Amber Latvijas balzams
AS
- production of
alcoholic beverages
A.Caka 160, Riga, LV-1012,
Latvia
89.99%
41 751 934
89.99%
41 751 934
31.12.2023
Amber Beverage
Australia Pty Ltd –
distribution
8/30 Park Road, Mulgrave
NSW, 2756, Australia
100.00%
5 978 859
100.00%
5 978 859
31.12.2023
Amber Distribution
Lithuania UAB
- distribution
Metalo str.2B, Vilnius, LT-
02190, Lithuania
100.00%
46 427 000
100.00%
46 427 000
31.12.2023
Amber Distribution
Estonia OU
- distribution
Peterburi tee 46-519,
Tallinn, EE-11415, Estonia
100.00%
4 000 000
100.00%
4 000 000
31.12.2023
Amber Permalko AO
- production of
alcoholic beverages
2
ul. Okulova, d. 73, Perm,
614990, Russia
-
-
92.60%
5 001 120
31.12.2022
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
12
3.3. Financial fixed assets (continued)
Name of undertaking
Registered office
Ownership
31/12/2023
Book value
31/12/2023
EUR
Ownership
31/12/2022
Book value
31/12/2022
EUR
Last balance
sheet date
Amber Beverage Austria
GmbH
- distribution
Gewerbepark, In der Au 2,
6330, Kufstein, Austria
90.00%
965 250
90.00%
965 250
31.12.2023
Indie Brands Ltd
- distribution
3
The White House, Clifton
Marine Parade, Kent,
Gravesend, DA11 0DY,
United Kingdom
100.00%
6 751 165
75.00%
4 169 964
31.12.2023
Think Spirits NL B.V.
- management
services
Keizersgracht 482,
Amsterdam, 1017EG,
Netherlands
100.00%
2 500
100.00%
2 500
31.12.2023
ABG Real Estate SIA
- real estate
management
Aleksandra Čaka iela 160,
Riga, LV-1012, Latvia
100.00%
4 002 800
100.00%
4 002 800
31.12.2023
Amber Agave S.A. de
C.V.
- agriculture
Paseo Royal Country
4596, Torre Cube 2,
Zapopan, Jalisco, 45116,
Mexico
100.00%
3 911
100.00%
3 911
31.12.2023
Amber Beverage UK Ltd
- distribution
100 Beverley Road, B100
East Midlands Airport,
Derby, DE74 2SA, United
Kingdom
100.00%
16 196 443
100.00%
16 196 443
31.12.2023
WW Equity House
Holding Limited
- holding activities
Equity House, Deerpark
Business Park, Dublin
Road, Carlow, R93 K7W4,
Ireland
100.00%
21 599 755
100.00%
20 099 755
31.12.2023
Amber Beverage
Germany GmbH
- distribution
Theresia-Gerhardinger-
Str. 7, Geisenhausen,
84144, Germany
100.00%
27 000
100.00%
27 000
31.12.2023
TOTAL
199 849 911
200 769 830
1 – With the purpose to strengthen the Group’s position, subsequently to the 2023 year-end Interbaltija AG AS (incorporated
in Latvia) was renamed to Interbaltija Amber SIA.
2 – Following the strategic decision on Group’s further development in June 2023 the Company sold its investment in Amber
Permalko AO (incorporated in Russia) to an independent party.
3 – In April 2023 the Company acquired 25% of share capital of Indie Brands Ltd (incorporated in the UK).
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
13
3.3. Financial fixed assets (continued)
Name of undertaking
Net assets at the
31/12/2023
EUR
Profit / (loss)
2023
EUR
Net assets at the
31.12.2022
EUR
Profit / (loss)
2022
EUR
Amber Beverage Group SIA
(248 100)
(496 289)
247 778
(56 807)
Amber Talvis AO
2 340 320
1 976 577
980 163
8 106 929
Amber Production Remedia OÜ
(39 018)
(140 454)
101 436
(337 516)
Amber IP Brands S.a r.l.
(3 471 209)
2 607 790
(6 078 999)
(363 264)
Amber Production Tequila S.A. de C.V.
7 612 757
(1 302 111)
8 028 676
1 919 320
Amber Distribution Latvia SIA
11 952 206
6 068 397
5 896 088
4 747 113
Interbaltija AG AS
3 967 461
747 975
3 218 701
552 633
Amber Latvijas balzams AS
141 278 087
5 164 949
140 611 278
6 332 122
Amber Beverage Australia Pty Ltd
1 318 078
(832 971)
2 200 001
(135 645)
Amber Distribution Lithuania UAB
10 904 838
5 963 447
9 441 392
5 177 427
Amber Distribution Estonia OU
761 661
157 602
604 059
213 047
Amber Permalko AO
-
-
8 884 450
1 655 739
Amber Beverage Austria GmbH
523 382
316 375
206 799
81 962
Indie Brands Ltd
1 324 959
(488 094)
3 218 701
552 633
Think Spirits NL B.V.
43 344
34 501
8 843
5 360
ABG Real Estate SIA
4 228 293
405 631
3 822 661
(48 903)
Amber Agave S.A. de C.V.
(5 312 008)
(2 502 870)
(2 466 657)
(616 538)
Amber Beverage UK Ltd
(670 292)
(1 987 859)
1 292 664
(235 790)
WW Equity House Holding Limited
3 071 370
-
3 071 370
-
Amber Beverage Germany GmbH
(959 045)
(455 666)
(503 379)
(476 089)
3.4. Debtors
31.12.2023
31.12.2022
EUR
EUR
Trade receivables
611 954
-
Receivables from affiliated undertakings
4 987 077
7 812 315
Dividends receivable
1 726 023
3 989 298
Other receivables
41 420
35 445
TOTAL:
7 366 474
11 837 058
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
14
3.5. Subscribed capital
The share capital of the Company consists of 12 500 shares with par value of EUR 1. As at the balance sheet date
all shares have been paid.
3.6. Share premium account
The movements of share premium during the period are as follows:
3.7. Movement for the period on the reserves and profit and loss items
The movements for the period are as follows:
In 2023 the Company according to shareholders decision distributed prior year profits in amount of
EUR 10 million. As at 31 December 2023 the amount of unpaid dividends equal to EUR 10 588 000 (31.12.2022: EUR
3 348 000) (see Note 3.8).
Share premium TOTAL
EUR EUR
Share premium - opening balance 132 553 000 132 553 000
Movements for the period - -
Share premium - closing balance 132 553 000 132 553 000
Legal reserve
Other
reserves
Profit brought
forward
Profit for the
financial year
TOTAL
EUR EUR EUR EUR EUR
As at 31 December 2022 1 250 97 528 6 879 399 5 203 324 12 181 501
Allocation of prior period profit - - 5 203 324 (5 203 324) -
Dividends declared - - (10 000 000) - (10 000 000)
Profit for the period - - - 6 855 578 6 855 578
Other movements - (89 100) - - (89 100)
As at 31 December 2023 1 250 8 428 2 082 723 6 855 578 8 947 978
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
15
3.8. Creditors
Within one year
After one year and within
five years
TOTAL
EUR
EUR
EUR
Amounts owed to credit institutions
57 756 035
-
57 756 035
Non-convertible bonds
-
30 000 000
30 000 000
Trade creditors
138 139
-
138 139
Amounts owed to affiliate undertakings
71 157 585
43 414 834
114 572 419
Dividends payable
10 588 000
-
10 588 000
Tax and social security debts
17 246
-
17 246
Other creditors
215 323
-
215 323
TOTAL
139 872 328
73 414 834
213 287 162
Amounts owed to credit institutions:
31.12.2023
31.12.2022
Maturity date
EUR
EUR
Non-current
Rietumu banka AS
-
-
10.04.2028
-
-
Current
Luminor Bank AS Latvian branch
1 760 966
5 238 803
31.01.2024
Luminor Bank AS Latvian branch
(overdraft facility)
21 453 828
21 297 337
30.06.2024
Credit Suisse AG
25 084 044
27 063 609
20.12.2024
Rietumu banka AS
9 465 624
-
10.04.2028
Signet Bank AS
-
10 054 250
31.03.2027
Derivative instrument
(8 428)
(97 528)
29.12.2024
57 756 035
63 556 471
TOTAL
57 756 035
63 556 471
Amounts owed to credit institutions bears the interest of 1 to 3 months EURIBOR plus 2.3 – 7.50%.
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
16
3.8 Creditors (continued)
The Company is subject to certain covenants measured at the Group level preliminaryrelated to its borrowings
from Luminor Bank AS Latvian branch, Credit Suisse AG, Rietumu Banka AS and bondholders.The Company is
constantly monitoring the compliance with financial covenants as agreed with the respective lenders and is
communicating on their fulfilment. As per covenant calculation as of 31 December 2023, the covenant
Debt/EBITDA ratio as agreed with Rietumu Banka AS has not been met. As the result, for purposes of these annual
accounts, the non-current liability of EUR 9 454 090 has been reclassified as current. After the year end, Rietumu
Banka AS has confirmed that there are no breaches, due to which the Bank would withdraw from the loan
agreement and would utilize its rights to request the early repayment of the loan.
On 21 April 2023 with intention of acquiring financing for the construction of a high-bay automated warehouse in
Riga, Latvia, issued EUR 30 million in 4-year bonds (ISIN: LV0000870137), which are listed on the Frankfurt Stock
Exchange (WKN: A3LE0T). As of16 October 2023, the bonds are listed on the Nasdaq Riga Stock Exchange Baltic
Regulated market (AMBEFLOT27A). Funds obtained from the bonds issue have been transferred in a form of loan
agreement to its subsidiary ABG Real Estate SIA (incorporated in Latvia), which is a company designed for
realisation of the high-bay warehouse project. As part of the terms and conditions of the Offering Memorandum,
the proceeds from the bond issue can be utilized to fund the construction of the project and to serve the respective
debt.
3.9. Other operating income
The other operating income is broken down by category of activity as follows:
2023
2022
EUR
EUR
Income from management services provided within in EU
1 201 799
533 729
Income from management services provided outside EU
163 359
88 537
TOTAL:
1 365 158
622 266
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
17
3.10. Other external expenses
2023
2022
EUR
EUR
Professional services
1 254 500
1 073 369
Audit fees
180 989
85 357
Legal fees
181 121
47 178
Insurance
35 065
31 867
Lease and office maintenance
13 151
12 116
Bank charges
10 662
8 940
Other costs
252 443
229 650
TOTAL:
1 927 931
1 488 477
3.11. Income from participating interests
2023
2022
EUR
EUR
Dividend income received
8 771 928
7 993 534
TOTAL:
8 771 928
7 993 534
3.12. Other interest receivable and similar income
2023
2022
EUR
EUR
Income from loans to affiliated companies
6 677 073
3 927 960
Income from loans to shareholders
2 368 230
881 456
Deposit interest
25 185
-
TOTAL:
9 070 488
4 809 416
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
18
3.13. Interest payable and similar expenses
2023
2022
EUR
EUR
Net loss on disposal of investment in subsidiaries
354 526
-
Net foreign exchange loss
472 834
864 622
Interest to credit institutions
4 005 098
2 781 290
Interest to bond holders
2 298 120
-
Interest to related parties
1 690 700
1 598 132
Interest to shareholders
553 512
655 046
Other interest and similar costs
571 803
366 601
TOTAL:
9 926 593
6 265 692
3.14. Compensation to the management of the Company
For the reporting period the Company has one employee. Compensation to the membersof the Board of Managers
and Supervisory Board for reporting period is presented as follows:
2023
2022
EUR
EUR
Members of the Board of Managers
267 291
148 035
Members of the Supervisory Board
163 471
77 000
TOTAL
430 762
225 035
3.15. Commitments
The Company has issued guarantees as part of security packages towards external lenders:
• Guarantee to secure liabilities arising from the bonds
• Guarantee to secure liabilities arising by its subsidiary Amber Distribution Latvia SIA towards BluOr Bank
AS for the overdraft agreement with maximum amount of EUR 15 million
• Guarantee to secure liabilities arising towards Luminor Bank AS Latvian Branch for the overdraft
agreement with maximum amount of EUR 22.7 million
• Guarantee to secure liabilities arising by its subsidiary Indie Brands Ltd towards Ultimate Finance Ltd for
the invoice discounting facility with maximum amount of GBP 2 million
3.16. Proposal on distribution of current period result
The Board propose to leave the current year profit in amount of EUR 6 855 578 undistributed.
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
19
3.17. Subsequent events
In January 2024, the Company finalized the acquisition process of Amber Beverage Austria GmbH and obtained
100% control over the share capital of Amber Beverage Austria GmbH.
In January 2024, the renaming process of Interbaltija AG AS was finalized and the new company name Interbaltija
Amber SIA was registered with the Commerce Register of Latvia.
As part of the refinancing process in January 2024, the Company made partial repayment of outstanding facility
towards Credit Suisse AG by EUR 3.5 million and towards Luminor Bank AS Latvian Branch by EUR 1.5 million. The
overdraft facility provided by Luminor Bank AS wasextended until 30 June 2024, with further extension subject
to the development of the refinancing processof Credit Suisse AG facility. In February 2024, the Credit Suisse AG
and the Group agreed on further extension of loan facility with the set final repayment date by 20 December 2024.
In January 2024, the Audit Committee of the Company was established as independent supervisory body. Mr.
Simon Charles Rowe (as chairman), Mr. Olivier Cagioulis and Ms. Michele Perez were appointed as members of the
Audit Committee for the three-year period.
There were no other subsequent events since the last date of the financial period until the date of signing these
financial statements, which require adjustment to or disclosure in these financial statements.
Amber Beverage Group Holding S.à r.l.
44, Rue de la Vallée, L-2661, Luxembourg
20
STATEMENT OF THE BOARD OF MANAGERS’ RESPONSIBILITIES FOR THE PREPARATION AND
APPROVAL OF THE FINANCIAL STATEMENTS
The Board of Managers is responsible for the preparation, publishing and fair presentation of the financial
statements in accordance with Luxembourg legal and regulatory requirements relating to the preparation and
presentation of the financial statements, and for such internal control as the Board of Managers determines is
necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Board of Managers is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Managers either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
We confirm that to the best of our knowledge and belief:
• The financial statements of Amber Beverage Group S.à r.l. (the ‘Company’) presented in this Annual Report
and established in conformity with Luxembourg GAAP give a true and fair view of the profit or loss account and
balance sheet for the year that ended, and notes to the financial statements, including a summary of
significant accounting policies; and
• The Directors' Report includes a fair review of the development and performance of the business and position
of the Company, together with a description of the principal risks and uncertainties it faces.
The annual report of Amber Beverage Group Holding S.à r.l. for the period from 1 January 2023 until 31 December
2023 has been approved by the Board of Managers on 27 May 2024 and are signed on its behalf by:
__________________
Arturs Evarts
Chairman of the Board of Managers
PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg
T : +352 494848 1, F : +352 494848 2900, www.pwc.lu
Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256)
R.C.S. Luxembourg B 65 477 - TVA LU25482518
21
AUDIT REPORT
To the Shareholders of
Amber Beverage Group Holding S.à r.l.
Report on the audit of the annual accounts
Our opinion
In our opinion, theaccompanying annualaccounts give a true and fair view of the financial position of
Amber Beverage Group Holding S.à r.l. (the “Company”) as at 31 December 2023, and of the results of its
operations for the yearthen ended inaccordance with Luxembourg legal and regulatory requirements
relating to the preparation and presentation of the annual accounts.
Our opinion is consistent with our additional report to the Audit Committee or equivalent.
What we have audited
The Company’s annual accounts comprise:
• the balance sheet as at 31 December 2023;
• the profit and loss account for the year then ended; and
• the notes to the annual accounts, which include a summary of significant accounting policies.
Basis for opinion
We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 on
the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted
for Luxembourg by the “Commission deSurveillance du Secteur Financier” (CSSF). Our responsibilities
under the EU Regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by
the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises agréé” for the audit
of the annual accounts” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
We are independent of the Company in accordance with the International Code of Ethics for Professional
Accountants, including International Independence Standards, issued by the International Ethics Standards
Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical
requirements that are relevant to our audit of the annual accounts. We have fulfilled our other ethical
responsibilities under those ethical requirements.
22
To the best of our knowledge and belief, we declare that we have not provided non-audit services that are
prohibited under Article 5(1) of the EU Regulation No 537/2014.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the annual accounts of the current period.These matters were addressed in the context of our audit
of the annual accounts asa whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Recoverability of shares in affiliated
undertakings and loans to affiliated
undertakings
The Company has investments in shares in
affiliated undertakings in the amount of
EUR 199 849 911 and loans granted to
affiliated undertakings in the amount of
EUR 149 781 191 (see Note 3.3 to the
annual accounts).
Management’s assessment of the
recoverable amount of investments in
subsidiaries and loans granted to
subsidiaries requires significant judgement
in the determination of the level at which
the investments in affiliated undertakings
are tested for impairment taking into
account the substance of the business
activity, interdependency of the cash flows
between the different subsidiaries and their
level of integration.
Moreover, the determination of the
recoverable value requires significant
estimates as it relates to the estimation of
the forecasted cash flows and of the
discount rates and long-term growth rates.
We focused on this area due to the
inherent complexity and judgement in the
estimate for the recoverable amount of the
investments in affiliated undertakings and
loans granted to affiliated undertakings and
the materiality of the balance.
• We evaluated the design and implementation of
relevant internal controls;
• We evaluated Management’s methodology used to
estimate the recoverable amount of the shares in
affiliated undertakings and of loans granted to
affiliated undertakings;
• We involved valuation experts and checked the
appropriateness ofthe methodology applied bythe
management and independently recalculated the
weighted average cost of capital based onthe use of
market data and verified the long-term growth rate to
market data;
• We agreed the forecasted cash flows used for the
determination of the recoverable value to 5-years
budget as approved by the Board of Managers;
• We evaluated management’s ability to reasonably
estimate cash flow forecasts by comparing actual
results to management’s historical forecasts;
• We evaluated and challenged significant assumptions
used by management in CGUs recoverable amount
calculations, such as the sales growth, EBITDA
growth, replacement capital expenditure, long-term
growth, and discount rates;
• We performed sensitivity analysis of the models to
changes in the key assumptions;
• We considered the appropriateness of the disclosures
in Note 3.3 to the annual accounts.
23
Other matter
The comparative information of the Company has not been audited in accordance with International
Standards on Auditing as adopted for Luxembourg by the CSSF.
Other information
The Board of Managersis responsible for the other information. The other information comprises the
information stated in the management report and the Corporate Governance Statement but does not
include the annual accounts and our audit report thereon.
Our opinion on the annual accounts does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with ouraudit of the annualaccounts, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the
annual accounts or our knowledge obtainedin the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, weconclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Managers and those charged with governance for the annual
accounts
The Board of Managers is responsible for the preparation and fair presentation of the annual accounts in
accordance with Luxembourg legal and regulatory requirements relating to the preparation and
presentation of the annual accounts, and for such internal control as the Board of Managers determines is
necessary to enable the preparation of annual accounts that are free from material misstatement, whether
due to fraud or error.
In preparing the annual accounts,the Board of Managers is responsible for assessing the Company’s ability
to continueas a going concern, disclosing, asapplicable, matters related to going concern and using the
going concern basisof accounting unless the Board of Managers either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
The Board of Managers is responsible for presenting the annual accounts in compliance with the
requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format
(“ESEF Regulation”).
Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the annual accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a
whole are free from material misstatement, whether due to fraud or error, and to issue an audit report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with ISAs
as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
annual accounts.
24
As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and with
ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient andappropriate to provide a basis forour opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Board of Managers;
conclude on the appropriateness of the Board of Managers’ use of the going concern basisof accounting
and, based on the auditevidence obtained, whether a material uncertainty exists relatedtoevents
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. Ifweconclude that a material uncertainty exists, we are required to draw attention in our
audit report to the related disclosures in the annual accounts or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up
to the date of our audit report. However, future events or conditions may cause the Company to
cease to continue as a going concern;
evaluate the overall presentation, structure and content of the annual accounts, including the disclosures,
and whether the annual accounts represent the underlying transactions and events in a manner
that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance witha statement that we have complied with relevant
ethical requirements regarding independence, and communicate to them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the annual accounts of thecurrent period and are therefore thekey
25
audit matters. We describe these mattersin our audit report unless law or regulation precludes public
disclosure about the matter.
We assess whether the annual accounts havebeen prepared, in all material respects, in compliance with
the requirements laid down in the ESEF Regulation.
Report on other legal and regulatory requirements
The management report is consistent with the annual accounts and has been prepared in accordance with
applicable legal requirements.
The Corporate Governance Statement, as published on the Company’s website
https://amberbev.com/group/financial-information/, is the responsibility of the Board of Managers. The
information required by Article 68ter Paragraph (1) Letters c) and d) of the Law of 19 December 2002 on
the commercial and companies register and on the accounting records and annual accounts of
undertakings, as amended, is consistent, at the date of this report, with the annual accounts and has been
prepared in accordance with applicable legal requirements.
We have been appointed as “Réviseur d’Entreprises Agréé” by the General Meeting of the Shareholders
on 5 December 2023 and the duration of our uninterrupted engagement, including previous renewals and
reappointments, is 1 year.
We have checked the compliance of the annual accounts of the Company as at 31 December 2023 with
relevant statutory requirements set out in the ESEF Regulation that are applicable to annual accounts.
For the Company it relates to the requirement that annual accounts are prepared in a valid XHTML format.
In our opinion, the annual accounts of the Company as at 31 December 2023 have been prepared,in all
material respects, in compliance with the requirements laid down in the ESEF Regulation.
PricewaterhouseCoopers, Société coopérative
Represented by
@esig
@esig
Andrei Chizhov
Luxembourg, 27 May 2024
