Diversified.

Tradeable.

Accessible.

Apax Global Alpha

Annual Report and Accounts 2023

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OVERVIEW GLOSSARY

Overview

Glossary 117

Strategic

Report

Apax Global Alpha Limited

(“AGA” or the “Company”)

aims to off er shareholders

superior long-term returns

by providing access to a

diversifi ed portfolio of high-

quality companies owned

by the Apax Private Equity

Funds. Capital not invested in

Private Equity is deployed into

a portfolio of predominantly

debt instruments to generate

additional returns and income.

About AGA

Principal strategic

objectives

Contents

Investment Manager’s

Report

Governance &

Risk Management

Independent auditor’s report

Statement of fi nancial

position

Statement of profi t

or loss and other

comprehensive income

Statement of changes

in equity

Statement of cash fl ows

Notes to the fi nancial

statements

Shareholder Information

- Administration

- Investment policy

- AIFMD

Quarterly returns

since 1Q19

Portfolio allocation

since 1Q19

Summary of fees

Ongoing charges in

the reported period

Investment Environment

and Outlook

Performance review

Portfolio review

- Private Equity

- Debt Investments

Chairman’s statement

Active management

Responsible investment

Our Section 172(1)

Statement

Stakeholder engagement

Chairman’s introduction

Governance at a glance

AGA Board of Directors

An eff ective Board

Corporate Governance

Statement

Directors’ duties

Governance framework

Audit Committee report

Role of the Audit

Committee

Directors’ remuneration

report

Directors’ report

Viability statement

Statement of Directors’

responsibilities

Risk management

framework

108

109

110

112

114

115

116

Financial Statements &

Shareholder Information

2 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

Overview

About AGA

Principal strategic objectives

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OVERVIEW GLOSSARY

About AGA

Public market access to private equity

A share in AGA gives public market investors access

to a portfolio of mostly private companies, owned

by the Apax Private Equity Funds, which public

market investors cannot buy elsewhere. This is

combined with a smaller portfolio of predominantly

debt instruments which represents an additional

source of alpha and provides income to investors.

AGA has a premium listing on the London

Stock Exchange and is a constituent of the

FTSE 250 index (LSE: APAX). The Company

is actively managed and is overseen by

an independent Board of Directors.

4.1%

€1,288m

€2.62 £2.27

11.34p

£1.61

FY 2023 Total NAV Return

Adjusted NAV

at 31 December 2023

Adjusted NAV

per share Adjusted NAV

per share

at 31 December 2023 at 31 December 2023

FY 2023 dividends

Share price

at 29 December 2023

FY 2023 Highlights Public access to private companies

Private Equity

Portfolio

companies

AGA invests as a

Limited Partner

into Apax Funds

1. Total NAV Return is an Alternative Performance

Measure (“APM”). It means the return on the

movement in the Adjusted NAV per share over

the period plus any dividends. Further details

can be seen on p.73 and p.119

2. Adjusted NAV reflects Total NAV of

€1,294.2m, net of performance fee reserve

of €6.6m at 31 December 2023. Further

details can be seen on p.73 and p.118

Portfolio of

predominantly

Debt

instruments

AGA uses the Alternative Performance Measures (“APMs”) of Adjusted NAV

and Total NAV Return to enhance transparency for shareholders. Adjusted NAV

represents total NAV (€1,294.2m) reduced by the performance fee accrued in the

period (€6.6m). Total NAV Return reflects the movement in Adjusted NAV including

dividends paid. The definition and reconciliation to IFRS of the APMs is shown on p.73.

4 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

Access to a portfolio of

‘hidden gems’, mostly private

companies which shareholders

can’t buy elsewhere

Robust balance sheet,

strengthened by portfolio

of debt investments

“All-weather” investment

strategy well-suited to

generate alpha

Capital allocation - attractive

dividend policy

• Exposure to high-quality companies, the majority

of which were acquired by the Apax Funds in control

buyout transactions.

• Mostly companies that operate in the mid-market

and in parts of the economy where there are strong

economic fundamentals.

See p.23 for an

overview of AGA’s

top 30 private

equity investments.

See p.36 and p.37 for

more information

about AGA’s debt

investments.

See p.22 for

an overview of

Apax’s investment

strategy.

See p.5 for more

information about

AGA’s capital allocation.

• Capital not invested in Private Equity is deployed into a

smaller portfolio of predominantly debt instruments to

generate additional returns and income. Debt positions

are identified leveraging the insights gained by Private

Equity sector teams.

• AGA also has a Revolving Credit Facility (“RCF”) which

can be drawn to provide additional liquidity.

• Focus on business improvement with earnings growth

rather than market tailwinds driving value creation

across Private Equity portfolio companies.

• Sector-led strategy providing access to a globally

diversified portfolio across Tech & Digital, Services,

Healthcare, and Internet/Consumer.

• The Board aims to create significant exposure to private

equity investments by committing to Apax Funds.

• The Board recognises the importance of returning

cash to shareholders and in the last five years,

AGA has paid out €304m in dividends.

• Strategy overseen by an independent Board.

About AGA

Five-year annualised

Cumulative Return1

Dividends paid to investors

in last five years

12.8%

€304m

Why AGA?

1. 5-year annualised Cumulative Return represents

IRR return. Further details on p.118 of the glossary

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About AGA

Capital allocation

AGA invests as a Limited Partner in the Apax Private

Equity Funds. Capital not invested in Private Equity

is deployed into a portfolio of predominantly debt

investments. When the Funds sell or refinance

portfolio companies AGA receives distributions

from the Private Equity Funds (net of fees and

carried interest). AGA also receives income from

its Debt portfolio and the Company has a RCF

which provides a further source of capital.

AGA uses liquidity that is not reinvested in Private

Equity (after paying for fees and expenses,

including financing costs relating to the RCF) to

distribute dividends to shareholders in line with

AGA’s dividend policy of paying 5% of NAV p.a.

Since IPO, the Company has returned a total

of €444m in dividends, equivalent of c.50%

of the original IPO NAV, to shareholders.

Any excess liquidity is invested in a portfolio of

predominantly Debt instruments. This portfolio

generates additional returns and income for

AGA. It also enables the Company to be fully

invested and to make substantial commitments

to new Apax Private Equity Funds whilst

remaining within its liquidity risk appetite.

During 2023, and in light of the increasing share

price discount to NAV, the Board undertook a

detailed review of the Company’s capital allocation

policy in the context of future Private Equity

calls and the capacity of AGA’s RCF and Debt

portfolio. It was concluded that returning capital

to shareholders via the existing dividend policy

remains appropriate and that any additional

mechanism of returning capital to shareholders

should be kept under review in the context of

the Company’s available liquid resources.

Capital Management Lifecycle – amounts represent totals from last 5 years

€706m

€984m €603m

€126m

€567m

Apax Private

Equity Funds

Debt

Portfolio

€304m

Dividends

Inflow

Outflow

RCF

1. AGA also pays fees, financing

costs: and other expenses

2. Includes three Derived Equity positions

Income received

6 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

Principal strategic objectives

Adding value for shareholders

Strategic objective What we have achieved Focus for 2024 and beyond Principal risks

Deliver over-the-cycle target

Total NAV Return of 12-15%

AGA has delivered a five-year annualised

Cumulative Return of 12.8%

Continue to manage liquidity in anticipation

of capital calls from the Apax Funds. AGA

will also continue to provide shareholders

with exposure to future Apax Private

Equity Funds as they come to market

A continued difficult market environment

and the underperformance of individual

portfolio companies in the Apax Funds could

impact overall investment performance

Target annual dividend of 5% of NAV In the last five years AGA has returned €304m

to shareholders, equivalent to 24% of the

31 December 2023 NAV and in line with the

dividend policy of paying 5% of NAV p.a.

Maintain AGA’s dividend policy

of paying 5% of NAV p.a.

The principal test for AGA to pay a dividend

is sufficient liquidity (rather than income)

and therefore risk of not meeting the

dividend policy is considered low

Invest in Apax Private Equity

Funds for long-term growth

Over the last five years, AGA made new

commitments of $1.3bn to five Apax Funds,

including two global buyout funds, Apax

Digital Fund II, AMI II, and Apax Global Impact

Following significant commitments made in

2022, AGA will continue to manage liquidity

in anticipation of capital calls from the Apax

Funds. AGA will also continue to provide

shareholders with exposure to future Apax

Private Equity Funds as they come to market

Low investment rate of the Apax Funds to

which AGA has made commitments resulting

in new Fund launches being delayed

Manage Debt portfolio to generate

additional returns on capital not

invested in Private Equity

Debt portfolio has delivered a five-

year annualised return of 9.2%

2.7% outperformance per annum

against the S&P/LSTA Leveraged

Loan Index in the last five years

Continue to evaluate debt investment

opportunities to ensure liquidity of

the instruments are appropriate in

the context of AGA’s Private Equity

commitments and expected future calls

Availability of attractive opportunities,

credit spreads, base rates, and

underperformance of investee companies

Remain fully invested 93% invested at 31 December 2023 Remain fully or close to fully invested whilst

maintaining liquidity within risk appetite

Continue to adjust liquidity risk profile of debt

portfolio as appropriate depending on liquidity

needs to meet new calls from Private Equity

Significant slowdown in pace of deployment

in Private Equity combined with reduced

availability of attractive investment

opportunities in debt in target sectors

1. Please refer to risk

management framework on

p.62 to p.65 for further details

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Strategic Report

Chairman’s statement

Active management

Responsible investment

Our Section 172(1) Statement

Stakeholder engagement

8 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

The global economy displayed remarkable resilience

in 2023. As the year went on, fears of a widespread

recession were replaced by a growing confi dence

that policymakers would achieve an economic

soft landing. In the fi rst part of 2023, central banks

continued to raise interest rates to levels not seen

for many years. However, with infl ation moderating,

rates are now expected to have peaked. Looking

ahead, growth remains slow, geopolitical tensions

high, and rates are likely to stay elevated until

signs are clearer that infl ation is under control.

Against this backdrop, public equity markets have

rebounded, closing what was widely perceived

as a disconnect between private and public

valuations in 2022. Whilst the drivers of market

recovery remain narrow, the MSCI World Index

(EUR) rallied and closed the year almost 20%

above its January 2023 level. Not surprisingly, deal

activity in Private Equity was more muted during

the fi rst half of 2023, but we saw increased activity

across our portfolio in the second half of the year

as visibility on the economic outlook increased

and valuation expectations were adjusted.

Results

Apax Global Alpha achieved a Total NAV Return in

2023 of 4.1% (6.1% on a constant currency basis).

Performance was driven by a mix of earnings

growth in Private Equity and strong returns from

the Debt portfolio, partially off set by lower valuation

multiples and negative currency movements.

Over the past fi ve years, AGA’s investment strategy

has delivered Cumulative Returns of 71.0% or

12.8% on an annualised basis. During this same

period, the Company has paid out c.€304m,

representing c.24% of its 31 December 2023

Adjusted NAV in dividends to shareholders.

Portfolio update

At 31 December 2023, AGA was 93% invested,

with the invested portfolio split 74% in Private

Equity and 25% in Debt, with the remaining 1%

invested across three listed equity positions.

The Private Equity portfolio performed well

with average EBITDA growth across portfolio

companies in the twelve months to 31 December

2023 of 18%, broadly in line with the prior year.

Valuation multiples were up during Q4 2023 but

fell slightly from 17.2x to 16.6x year-on-year,

with negative movements from previously IPO’d

portfolio companies in the Private Equity portfolio,

particularly Thoughtworks, Viasat, and Paycor.

Despite continued economic uncertainty

in 2023, AGA, through the Apax Funds,

deployed c.€95m across 10 new Private Equity

investments, mostly in the second half as more

compelling opportunities emerged. While the

exit environment remained more challenging

than in previous years, AGA received c.€90m

in distributions from the Apax Funds.

Consistent with previous periods, AGA’s Debt

portfolio maintained a greater exposure to fi rst

lien loans which are more readily tradeable, and

we believe the current proportion of fi rst lien

loans vs debt instruments that are less liquid,

is appropriate in the context of the Private

Equity commitments made by AGA. At 31

December 2023, the Debt portfolio had a yield

to maturity of 12.0% and consisted almost

exclusively of fl oating rate instruments.

Liquidity, commitments and funding

Outstanding commitments to the Apax Funds

(together with recallable distributions) reduced

by c.€86m in the twelve months to 31 December

2023 to c.€919m at the end of the period.

The Board takes a prudent approach to liquidity

and capital management with rigorous scenario

modelling and stress testing being done prior

to agreeing any new commitments to the

Apax Funds. At the period-end, AGA had cash

(including net current assets) of c.€94m in

anticipation of capital calls from Apax XI, ADF,

and AGI and the dividend payable in Q1 2024.

In September 2023, AGA entered into a new

multi-currency RCF of €250m with SMBC

Bank International plc and JPMorgan Chase

Bank, N.A., London Branch, replacing the

facility held with Credit Suisse AG, London

Branch. The RCF was undrawn at year-end.

Chairman’s statement

Well-positioned to take advantage

of opportunities

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Chairman’s statement continued

Capital allocation

During 2023, and in light of the increasing share

price discount to NAV, the Board undertook a

detailed review of the Company’s capital allocation

in the context of future Private Equity calls, the

capacity of AGA’s RCF, and the size of its Debt

portfolio. No change was made to the policy, but

the need to ensure that capital continues to be

returned to shareholders via regular dividends was

reaffirmed as a key priority. The Board is pleased to

have now returned c.€444m, equivalent to c.50%

of the original IPO NAV, to shareholders in this way.

In line with AGA’s dividend policy to distribute 5%

of NAV per annum, the Board has determined

a final dividend of 5.64 pence per share.

The final dividend is expected to be paid

on 4 April 2024 to shareholders on the

Board succession

As announced in October 2023, I intend to retire

from the Board in the second half of 2024 having

completed nine years as Chairman. Karl Sternberg,

who joined the Board on 1 March 2024, is expected

to succeed me in this role. Karl is an experienced

Chairman, and has extensive investment

management and investment trust experience

which will be of immense value to the Board in the

future. In parallel with Karl’s appointment, Chris

Ambler retired as a Director on 1 March 2024 after

nearly nine years in the role, and, on behalf of myself

and my fellow Directors, I would like to thank him for

his commitment and contribution to the Board.

Directors’ fees

The fees payable to individual directors of the

Company (other than the Chairman) were

increased by 11% effective from 1 July 2023.

Directors’ fees have remained unchanged

since our IPO in 2015 and, in order to address a

widening disparity relative to similar companies,

and to ensure we are able to attract new directors

of a high quality in future, it was determined

that an increase in fees was required.

Discontinuation vote

AGA is a closed-end investment Company,

with no fixed duration. However, its Articles of

Association require a resolution to be put to

shareholders on a periodic basis regarding the

continuation of the Company. Accordingly, a

“Discontinuation Resolution” will be proposed

at the 2024 Annual General Meeting (“AGM”).

This vote gives shareholders the opportunity

to vote on whether to instruct the Directors to

bring forward proposals to wind-up, liquidate,

unitise, or restructure the Company.

To ensure the Company continues in its current

form, the Board of Directors recommends that

shareholders vote “Against” the Discontinuation

Resolution. AGA has, to date, provided shareholders

with capital appreciation and a consistent dividend

stream, and the quality of the Invested Portfolio

means the Company is well-positioned to continue

to create value for shareholders going forward.

Outlook

We have seen an uptick in deal activity during

the second half of 2024, and believe that the

Apax Funds will continue to identify attractive

investment opportunities with a clear path to value

creation through operational improvements.

Coupled with a prudent approach to

balance sheet management, the Company

is well-positioned to navigate the current

environment in 2024 and beyond.

Tim Breedon CBE

| Chairman

4 March 2024

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OVERVIEW GLOSSARY

Active management

Increased focus on Private Equity investments and a more diversified portfolio

Since IPO, the Company has grown the portfolio

exposure to Private Equity whilst simultaneously

reducing the allocation to public equity investments.

As a result, shareholders are now able to

access a larger portfolio of mostly private

companies and the superior returns that can

be achieved from private equity investments.

The Board has continued to make commitments

to all new Apax Private Equity Funds since IPO

and today, AGA’s portfolio is well diversified

across investment phases and receiving a

steady stream of distributions from the fund

vintages that are in harvesting mode.

To ensure the Company can meet increasing

capital calls from Private Equity Funds, it has

maintained a higher share of more liquid first

loans in its Debt portfolio. This provides further

robustness to the Company’s balance sheet.

At 31 December 2023, AGA had cash of c.€94m

(including net current assets) in anticipation

of capital calls from Apax XI, ADF II, and AGI,

and the dividend payable in Q1 2024.

Portfolio at IPO

Portfolio split

Private Equity portfolio by investment phase

Investment

80%

Harvesting

20%

35%

30%

Private Equity Debt Equity Cash

27%

Portfolio at 31 December 2016

Portfolio split

Private Equity portfolio by investment phase

Portfolio at 31 December 2023

Private Equity portfolio by investment phase

Portfolio split

30% 4%

52% 14% 1%

69%

23%

Investment

43%

Maturity

45%

Harvesting

12%

Investment

40%

Maturity

38%

Harvesting

22%

1. Cash & Net Current Assets

Private Equity Debt Equity Cash

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OVERVIEW GLOSSARY

Responsible investment

The Board believes that responsible investment is important in protecting and

creating long-term value. The Board relies upon its Responsible Investment

policy and the expertise and practices of Apax to ensure it delivers returns

ethically and responsibly across the Private Equity portfolio.

This section focuses on Apax’s sustainability

eff orts relating to the Private Equity portfolio.

AGA’s approach to sustainability in the Debt

portfolio focuses on due diligence carried out

before investment as AGA is typically a minority

investor and therefore there is less scope to

infl uence sustainability post-investment.

Apax’s approach to sustainability in Private Equity

Sustainability is embedded throughout the Apax

Funds’ investment process, from due diligence

through to the Funds’ ownership and exit.

Supported by Apax’s Operational Excellence

Practice (“OEP”), investment teams are

responsible for identifying and monitoring

portfolio companies’ sustainability footprint,

and driving value and mitigating risk based on

company or sector-specifi c material issues.

Apax actively participates in industry-leading

platforms and the fi rm’s approach has been

recognised by the Principles for Responsible

Investment (“PRI”). Apax is a member of the

BVCA Responsible Investment Advisory Group,

the Thirty Percent Coalition and the Sustainable

Markets Initiative Private Equity Taskforce, as

well as a signatory to ILPA Diversity in Action

Group, and the initiative Climat International.

To learn more about Apax’s

sustainability eff orts see page 29.

Driven by materiality

Apax’s sustainability focus is driven by the

material issues of the sectors invested in,

leveraging industry frameworks and standards.

Apax has collected a large suite of sustainability

indicators since 2012, and regularly reviews and

adapts KPI monitoring across the portfolio in

relation to company, sector and other emerging

issues such as cybersecurity, climate change,

and workforce diversity.

For more information about AGA’s ESG policy

and responsible investment considerations

for the Debt portfolio, please see:

www.apaxglobalalpha.com/wp-content/

uploads/2023/11/2023-11-01-Apax-

Global-Alpha_ESG-policy.pdf

For more information about Apax’s

approach to sustainability, please see:

www.apax.com/reports/apax-sustainability-

report-edition-11/index.html#page=1

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OVERVIEW GLOSSARY

Our Section 172(1) Statement

The Board is committed to promoting the long-

term success of the Company whilst conducting

business in a fair, ethical and transparent manner.

The Board notes that the AIC Code recommends

that matters set out in Section 172 of the

Companies Act, 2006 should be considered and

reported on. This requires Directors to act in

good faith and in a way that is the most likely to

promote the success of the Company. In doing

so, Directors must take into consideration the

interests of AGA’s stakeholders, the impact AGA

has on the community and the environment,

and take a long-term view on consequences

of the decisions they make. They must also

aim to maintain a reputation for high standards

of business conduct and fair treatment.

The importance of stakeholder considerations,

in particular in the context of decision-making,

is taken into account at every Board meeting. All

discussions involve careful consideration of the

longer-term consequences of any decisions and

their implications for stakeholders. The key strategic

decisions taken during 2023 were informed and

supported by stakeholder engagement activities

and are set out on p.47 in the Governance section.

AGA Stakeholders

The Board regularly reviews and assesses

which parties should be considered as

stakeholders of the Company and for the

period under review, has concluded that, as

an externally managed investment company

without employees or customers, AGA’s key

stakeholders comprise its shareholders, the

Investment Manager, Investment Advisor,

regulators, communities, and service providers.

Overview

Our

Investment

Manager

Regulators

Our

Service

Providers

Communities

Our

Shareholders

Our

Investment

Advisor

AGA

Stakeholders

We recognise the importance of contributing to

our communities for long-term value creation.

We consider these to be the communities

where our service providers operate.

We work closely with AGML, the

Company’s investment manager, around

portfolio strategy, capital allocation, and

private equity investment decisions.

The Board receives regular updates on

portfolio performance and risk management.

Apax, the investment advisor, is a leading

global private equity advisory fi rm.

We rely on Apax for the identifi cation and

due diligence of investment opportunities.

We also rely on them for investor

relations services.

We maintain an open relationship with our

service providers and regularly engage with

them across a number of matters relevant

to the Company. A formal review of our

service providers is carried out annually.

We maintain a constructive and open

relationship with our regulators, engaging

on key matters relevant to the Company.

Our strategic objective is to provide

shareholders with superior long-term

returns through capital appreciation

and regular dividends.

The Board engages with shareholders, including

at the Capital Markets Day, and receives regular

briefi ngs from our investor relations team

and corporate broker on investors’ views.

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Stakeholder engagement

The section below discusses why our

stakeholders are considered important to the

Company, and the actions taken to ensure

that their interests are taken into account.

Shareholders

Why they are important

Shareholder support and engagement are

critical to the continued success of the business

and the achievement of our objectives. We

believe shareholders value the strong financial

performance of the Company, prudent balance

sheet management, and commitment to the

highest standards of corporate governance.

A resolution to continue the life of AGA is put

to shareholders every three years. Having

been approved by shareholders at its Annual

General Meeting (“AGM”) in 2021, a similar

resolution will be put to shareholders at

the AGM in 2024. More information about

this resolution is available on p.52.

Contact details for shareholder queries can be

found on p.108 and on the Company’s website

at: www.apaxglobalalpha.com/contact

How the Board engages

The Board is committed to a culture of openness

and regular dialogue with shareholders,

and it seeks to take into account the needs

and priorities of shareholders during all

discussions and decision-making.

Throughout the year, the Board ensures that

Directors are available for effective engagement,

whether at the AGM, Capital Markets Day, or

other investor relations events. The Chairman

also holds one-to-one meetings with

shareholders on an ad-hoc basis and as part of

an annual corporate governance roadshow. The

Senior Independent Director, Susie Farnon, is

available for investor meetings on request.

As part of the ongoing engagement, AGA has

retained Apax to provide comprehensive investor

relations services. In addition, the Company’s

corporate broker, Jefferies International

Limited, and corporate access provider,

RMS Partners, further support shareholder

engagement. The Board receives regular

reports and updates from the Apax investor

relations team and the corporate broker.

Shareholder views and feedback are regularly

sought and communicated to the Board

to help develop a balanced understanding

of their issues and concerns.

Key activities during the year

AGM - The AGM presents investors with

the opportunity to ask Board members

questions, and to cast their votes. The 2023

AGM was conducted both in person and via

a dial-in format to encourage attendance.

The same format will be adopted in 2024.

Publications - The Company reports formally to

shareholders four times a year, with updates on

transactions and significant events presented

on an ongoing basis. Shareholders may obtain

up-to-date information on the Company through

its website at www.apaxglobalalpha.com

Website – To enhance transparency, the

Company launched a new website towards

the end of 2023, improving navigation and

the information available to shareholders.

Events – Apax maintains a comprehensive

investor engagement programme with

investors and equity analysts. This includes

presentations, roadshows, attendance at

conferences, and other events. The Board

always welcomes feedback at these meetings.

Community

Why they are important

The Board believes that investing responsibly

is important in protecting and creating

long-term value. The Board recognises that

the incorporation of material sustainability

considerations can help inform the assessment

of overall risk and opportunities.

AGA does not itself invest directly in Private Equity

portfolio companies. However, the Board recognises

the importance of portfolio companies themselves

having proper policies and procedures in place

regarding their employees, suppliers, customers and

other stakeholders. Similarly, for the debt portfolio,

the Board is committed to including sustainability

considerations during the diligence process of

debt investment, whilst recognising that the size

and nature of the Company’s investments typically

limits its ability to influence decisions once invested.

How the Board engages

The Board relies upon its Responsible Investment

policy and the practices of the Investment

Manager and Apax. The Board receives updates

on Apax’s sustainability activities. Apax integrates

sustainability considerations throughout the

investment process and works closely with

portfolio companies on these matters. There

has been a substantial focus on measuring the

impact on society and delivering sustainable

financial returns while encouraging sustainable

business practices. The OEP helps deal teams

identify key sustainability risks and value creation

opportunities whilst also delivering value creation

or risk mitigation directly to portfolio companies.

Key activities during the year

The Investment Manager regularly updates

the Board on key sustainability initiatives and

milestones throughout the year, including

in relation to regulatory changes.

Following a decision made by the Board in

2021 to become carbon neutral, the CO2

emissions relating to AGA’s own activities

have been offset via Carbon Footprint Ltd.

Service providers

Why they are important

In addition to supporting the Company to deliver

on its objectives, effective relationships with

service providers help the Company achieve

its investment objectives and to operate

in an efficient and compliant manner.

How the Board engages

The Board maintains an ongoing dialogue with its

service providers and receives regular updates

from them, both formally at Board and Audit

Committee meetings and informally outside the

Board and Audit Committee meeting schedule.

All service providers are subject to an

annual evaluation process by the Board.

Key activities during the year

Details of the responsibilities of the Investment

Manager (AGML), Investment Advisor

(Apax), Registrar (Link Asset Services), and

Company Secretary and Administrator

(Aztec Financial Services (Guernsey)

Ltd) can be found on p.45 and p.51.

Other service providers include our

corporate broker, lenders, auditors,

counsel, and other advisors.

14 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

Investment Manager’s

Report

Investment Environment

and Outlook

Performance review

Portfolio review

- Private Equity

- Debt Investments

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Investment Environment and Outlook

Where in the economic cycle do you

think we are at the moment?

While characterised by weak economic

activity, the global economy displayed

resilience in 2023. As the year drew to a

close, some of the initial uncertainty faded

as rates peaked and deal activity picked

up slightly in the second half of the year.

What does the current more

challenging market environment

mean for private equity fi rms?

Absent a major geopolitical event, projections

are increasingly consistent with a “soft

landing” scenario where infl ation decelerates

albeit unclear to what level. Yet, with growth

likely to remain sluggish and rates elevated,

the recovery to pre-pandemic levels is

seemingly distant. The economic outlook

is also likely to diff er across markets with

2024 US GDP estimated growth at 1.6%

vs the Euro area forecasts of 0.7%.

For the private equity industry this has

the potential knock-on eff ect of holding

periods lengthening as exits, particularly for

larger assets, remain challenging. The cost

of debt is also expected to remain high.

In choppier markets, how will

private equity fi rms continue to

generate value for investors?

For those of us who remember the Global

Financial Crisis this reversal of the markets

seen in 2020/2021 underscores the

importance of having multiple operational

levers to drive business improvements

as outcomes become harder to predict.

Particularly, and as the market tailwinds of the

past few years ease, private equity fi rms will

be reminded of the value of having portfolio

companies with business models and capital

structures able to perform well in a variety

of conditions and withstand macrobumps

through the holding period. It will also be

increasingly important to have the skill to

drive alpha through operational improvement.

We believe that Apax’s ‘Hidden Gems’

investment strategy is well suited for this

environment. It is a strategy that is not

predicated on continued market tailwinds

but rather grounded in enduring and proven

disciplines: diversifi cation, backing businesses

with strong underlying economic motors, and

driving ‘alpha’ through business improvement.

What does the current deal environment

look like? Where are you fi nding

interesting opportunities?

The deal environment is looking better than

a year ago as some deals are getting repriced

to more reasonable levels, and this is a trend

we would expect to continue into 2024.

In H2 2023 we saw an uptick in deal activity

and the quality of the investment pipeline,

with Apax XI, the latest global buyout fund,

having now signed fi ve new investments.

These investments fi t squarely with the

‘Hidden Gems’ strategy, focusing on

subsectors we know well and opportunities

where we see a clear path to value creation

through operational improvements.

Of the fi ve Apax XI investments, three

are carveouts with one also being a

day-1 combination and all of them

show potential for accretive M&A.

What about leverage?

It is a fact that leverage has become less

abundant and more expensive. However,

it is not stopping us from getting deals

done. The Apax Funds have generally used

lower levels of leverage than the market,

with the average across AGA’s Private

Equity portfolio of 4.6x net debt/EBITDA.

Q Q

A A

Q&A with Salim Nathoo, Partner, Apax

Indeed, one of the lessons from the Global

Financial Crisis is the importance of focusing

on entry multiples rather than IRR. If the Apax

Funds can buy good businesses at reasonable

prices which we believe can be improved

during the Funds’ ownership periods, then

we are more likely to have found a good

investment, regardless of leverage levels.

On the other side, and looking to

AGA’s Debt portfolio where 92% of

investments are fl oating rate, AGA is also

benefi tting from higher interest rates.

Are there any particular sectors that

you fi nd attractive right now? Why so?

We don’t cycle in and out of sectors and

we’re big believers in investing in areas for

the long time. That said, we overlay the

macroenvironment on top of investment

recommendations which means we are

more or less selective or cautious of certain

areas at diff erent times. For example, at

the start of 2023 we were deprioritising

sub-sectors such as healthcare services

where infl ation pass-through can take

longer. Today, with AI disruption risks front

of mind, we are selective when it comes to

certain white-collar services businesses.

16 | Apax Global Alpha | Annual Report and Accounts | 2023

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Investment Environment and Outlook continued

On the topic of AI, how is that weaved

into the investment process?

As mentioned, the team is continuing to

assess the disruptive capabilities of AI in

new investment opportunities for risks,

productivity gains, and margin accretion.

Apax is also focusing on the opportunity

of AI in terms of knowledge management

for deal team due diligence, automation

of workflows, and experimentation

around software development copilot

tools within portfolio companies.

What about exits? Some suggest there

is pressure from investors for private

equity firms to exit investments?

It is true that private equity deal activity

remained relatively subdued in 2023 and

with the IPO window remaining closed,

larger deals were particularly challenging

to exit. However, the Apax Funds focus on

investments in the upper mid-market where

there is good exit optionality, and the funds

actually returned more capital than they

called in 2023. The Funds also sought to exit

investments during the ‘good times’ and

have therefore felt less pressure to sell.

The portfolio is generally in good

shape and when companies reach

maturity, we think there will be exit

options in our part of the market.

Private equity transaction volumes Equity markets recovered strongly in

2023, yet the listed holdings in your

private equity portfolio have been a

drag on performance. Why is that?

It is true that markets have rallied. However,

drivers of US market performance have

been narrow, with the seven largest

stocks leading the market higher rather

than the whole market, with AI being a

significant catalyst. In Europe and the UK,

markets trade well below the median.

Looking at the underperformance in Apax

Funds listed private equity holdings, this is

particularly driven by Thoughtworks, Paycor,

and Viasat, which faced challenges in the

year. Thoughtworks saw a slowdown in

demand whilst Viasat experienced a satellite

failure impacting share price performance.

Taking a step back, most of the listed holdings

in AGA’s look-through Private Equity portfolio

are positions in previously IPO’d portfolio

companies where significant value has already

been extracted. At 31 December 2023 these

holdings represented c. 6% of Adjusted NAV,

down from 10% at the end of 2022 following

the successful sale of Duck Creek in January

2023 at a 53% uplift, and further secondary

sales in some of the other holdings.

How are credit markets performing

and what does this mean for AGA?

European and North American broadly

traded secondary loan markets have seen a

tightening of spreads through 2023. Three-

year spreads for trading US first lien loans

tightened by c.141bps to an average of

474bps over Libor and EU loans tightened

by c.170bps to c.535bps over Euribor.

Tightening of a similar magnitude has been

observed in the public and private primary

issuance markets AGA has been active in.

Simultaneously private equity deal activity

remained relatively subdued in 2023.

What this means is that, in the current market

context of low volumes and tight returns,

credit investors that have differentiated

investment capabilities will deliver better

returns as they can access opportunities

with excess spreads through differentiated

sourcing, and avoid losses through sector

expertise and private equity style diligence.

Apax’s integrated approach, where there

are no barriers between Private Equity and

Credit teams, positions AGA well to access

better risk adjusted credit returns and the

Debt portfolio outperformed in the year,

delivering a Total Return of 11.8% in the

twelve months to 31 December 2023.

Finally, how do you think about the

market environment in the next

10 years vs the last 10 years?

The tide has definitely turned and the era

of ‘levered beta’, where it was possible

to generate strong returns by riding the

markets, is gone. Instead, we’re back to

a similar reality to the one we saw post

the Global Financial Crisis, where alpha

generation through business improvement

is required to generate superior returns.

For those players with experience and

the right operating capabilities geared

towards alpha generation, this is an

exciting time and we think there are good

opportunities and fund vintages to come.

149

146

35 35

131

121

144

117

158

111

H119 H219 H120 H220

Calls Distributions

H121 H221 H122 H222 H123 H223

Total US private equity transaction value ($bn)

111

139

100

177

186

147

H119 H219 H120 H220 H121 H221 H122 H222 H123 H223

Source: LCD

AGA calls and distributions (last 5 years) (€m)

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Performance review

AGA’s Adjusted NAV was €1,288m at 31 December

2023 (FY22: €1,299m), translating to an Adjusted

NAV per share of €2.62 cents / £2.27 pence.

Movement in Adjusted NAV was driven by a

€51.5m increase in NAV of the Debt portfolio

followed by a €38.4m increase in NAV of the

Private Equity portfolio. The increase in NAV

was offset by FX movements and the dividend

payment to shareholders of €65.3m in line with

the policy to distribute 5% of NAV per annum.

Since IPO, AGA has paid out c.34% of its 31

December 2023 NAV in dividends to shareholders.

AGA Adjusted NAV movements

1. Performance fee reflects the movement in the

accounting of the performance fee reserve in the

period to 31 December 2023

FY 2023 Adjusted NAV development (€m)

1,299.4

1,287.6

Adjusted NAV

31 December

2022

Private

Equity

Debt

Investments

Derived

Equity

Cost and

other

movements

Dividends

paid

Performance

fee

FX Adjusted NAV

31 December

2023

38.4

51.5

3.2

(6.8)

(65.3)

(6.6)

(26.2)

18 | Apax Global Alpha | Annual Report and Accounts | 2023

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Performance review continued

Total NAV Return was 4.1% (6.1% constant

currency) for FY 2023. The Debt portfolio

was the main contributor to Total NAV Return

followed by the Private Equity portfolio.

Return contribution for Private Equity was primarily

driven by earnings growth across the underlying

portfolio companies. While the Debt portfolio

benefitted from an attractive income yield as

well as spreads tightening during the year.

FX movements were mainly driven by the EUR

strengthening against the USD by 3% in the

twelve months to 31 December 2023.

AGA’s investment strategy has delivered

Cumulative Returns of 71.0% over the last

five years or 12.8% on an annualised basis¹.

Contributions to Total NAV Return

1. Cumulative Return calculated based on the

movement in Adjusted NAV per share taking into

account any dividends paid during the respective

period. 5-year annualised return represents IRR

return. Further details on p.118 of the glossary

2. Performance fee reflects the performance fee

reserve payable at 31 December 2023

3. Total NAV Return means the movement

in the Adjusted NAV per share over

the period plus any dividends paid

FY 2023 Total NAV Return contributions (%)

3.0%

4.0%

(2.0)%

(0.5)%

(0.6)%

0.2%

4.1%

Private

Equity

Debt

Investments

Derived

Equity

Cost and

other movements

Performance

fee

FX Total

NAV Return

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OVERVIEW GLOSSARY

Performance review continued

Valuation methodology

In Private Equity, the Apax Funds predominantly

use a comparable-based valuation

methodology. Fair value of the Apax Funds’

private investments is largely determined

using public trading comparatives and/or

transaction comparables as appropriate.

Public stock, including the positions in

previously IPO’d portfolio companies, is valued

at the closing share price of the portfolio

company as at 31 December 2023.

Equity values are calculated based on a

relevant earnings metric multiplied by

applicable valuation multiples, and after

taking into account portfolio company debt

(average at 31 December 2023: 4.6x)1.

Equity values are also net of NAV facilities used

in some of the underlying holding structures.

These have been put in place for Apax IX and

Apax X, and both to replace more volatile margin

loan structures and to generally optimise

cashflows to investors and rebalance risk. At 31

December 2023, the total of these facilities on a

look-through basis was c.8% of Adjusted NAV.

Debt Investments are valued with reference

to observable broker quotes where available

and/or models using market inputs.

1. Net debt/EBITDA multiple representing 77% of

Private Equity portfolio NAV. Calculation excluded

companies where EBITDA was not meaningful

such as financial services or companies with

negative EBITDA, or high growth business valued

on a revenue basis. Due to these adjustments, the

comparatives may not be on a like-for-like basis

24%

19%

35%

49%

40%

152%

AEVII AVIII AIX AX ADF AMI

Buyout funds

Spotlight on Private Equity valuations

Uplifts at exit demonstrate robustness of methodology

and value in AGA’s Private Equity portfolio

Strategy specific

Uplifts on exit compares to the previous unaffected valuation i.e. the last carrying value of an investment or ‘undisturbed’ value before the

impact of a potential transaction.

20 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

Performance review continued

At 31 December 2023 the Private Equity portfolio

represented 74% of AGA’s invested portfolio and

AGA was a limited partner in 11 Apax Funds,

providing exposure to c.80 private equity

portfolio companies.

AGA assets and commitments (€m)

Outstanding commitments to the Apax Funds

(together with recallable distributions) reduced

by c.€86m in the twelve months to 31 December

2023 to c.€919m at the end of the period.

As most of the Apax Funds operate capital

call facilities to bridge capital calls from

investors for periods of up to 12 months,

AGA has significant visibility on future calls

resulting from these commitments, facilitating

the Company’s liquidity planning.

At the period-end, AGA had cash (including

net current assets) of c.€94m in anticipation of

capital calls from Apax XI, ADF II, and AGI and the

dividend payable in Q1 2024. AGA also had a RCF

of €250m which was undrawn at the end of 2023.

AGA calls and distributions (last 3 years)

Despite a generally more challenging exit

environment AGA has, in the last three years,

received total distributions from the Apax Funds

of c.€593m compared to calls made of c.€484m.

1. Represents net current assets (inclusive of cash

and excluding financial liabilities at FVTPL)

Balance sheet

Unfunded

commitments

€891m €294m

€16m

€94m €250m

€1,545m

€919m

Private

Equity

Debt

Investments RCFCash

Derived

Equity

Commitments and funding

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OVERVIEW GLOSSARY

Portfolio review

Access to a portfolio of “hidden gems”

AGA aims to offer shareholders superior long-

term returns by providing access to a portfolio

of “hidden gems”. These are mostly private

companies that shareholders can’t buy elsewhere.

They are typically mid-market businesses

that operate globally across the core

Apax sectors of tech & digital, services,

healthcare, and internet/consumer.

AGA also has a portfolio of predominantly Debt

investments. This is a unique feature of AGA and

absorbs capital not invested in Private Equity,

generates additional returns and income for

shareholders whilst also providing robustness to the

Company’s balance sheet and reducing cash drag.

At 31 December 2023 74% of AGA’s invested

portfolio was in Private Equity, 25% in Debt, and

the remaining 1% invested across three remaining

listed equity positions. The portfolio was also well

diversified across sectors, where Tech & Digital

made up the largest exposure at year-end. In

Private Equity, the portfolio is balanced across Apax

Fund vintages, giving shareholders exposure to

both older Funds in the harvesting phase and more

recent Funds that are currently being invested.

Invested portfolio by asset type

Private Equity

74%

Debt

Investments

25%

Derived

Equity

1. Represents % of commitments of respective funds

in each lifecycle stage

Maturity

38%

Investing

40%

Services

27%

Internet /

Consumer

17%

Harvesting

22%

Invested portfolio by sector

Private Equity Lifecycle

Tech & Digital

41%

Healthcare

15%

22 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

The Apax Funds’ investment strategy is

grounded in enduring and proven disciplines:

diversification, backing businesses with

strong underlying economic motors, and

driving ‘alpha’ through business improvement.

Furthermore, it is a strategy that, for the most

part, produces businesses where public market,

strategic, or private equity exits are viable.

‘Alpha’ is measured by judging firstly, the extent

to which the Apax funds’ portfolio companies

accelerate their growth during the ownership

period and, secondly, the extent to which the

valuation multiples re-rate faster than, or relative

to, their peers. This approach has the benefit

of neutralising the effect of market ‘beta’ and

as such is a better measure of business quality

improvement during the funds’ ownership.

1. Apax analysis of discount/premium of Apax

VIII, Apax IX and Apax X portfolio company

multiples at entry against trading multiples

of relevant peer companies as determined

by Apax and weighted by invested capital

24%

average discount to peers at entry

Exploring Coveted Categories

High quality sub-sectors

Knowing where to look …

Uncovering Hidden Gems

Buying right through visualising the potential

…knowing what to look for…

Mining Value

Sub-sector insights; Operational and Digital expertise

…and knowing how to get the most out of what needs “mining”.

Reaping the Rewards

Portfolio review – Private Equity

“All-weather” investment strategy well-suited to generate alpha

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OVERVIEW GLOSSARY

Private Equity Total Return

2.4% 4.5%

FY 2023/FY 2023 constant currency

Total Private Equity portfolio

€890.7m

The Apax Funds’ investment strategy is sector

led, with deal teams focused on identifying

opportunities across four attractive sectors. AGA’s

Private Equity portfolio refl ects this strategy with

the largest sector being Tech & Digital, followed

by Services, Healthcare and Internet/Consumer.

At 31 December 2023 the top 30 portfolio

companies represented 63% of AGA’s Adjusted

NAV and 72% of the Private Equity portfolio.

34.1

27.0

25.2

17.6

15.7

Candela

Valuation €m

% of NAV

Vyaire Medical*

Rodenstock

Healthium

Eating Recovery Center

Healthcare

37.9

32.0

25.7

25.5

16.7

15.7

Valuation €m

% of NAV

Trade Me*

Cole Haan

Cadence Education

Bazooka Candy Brands

Nulo

Ole Smoky Distillery

Internet/Consumer

58.7

45.0

44.8

31.9

30.6

29.4

26.2

20.6

19.4

16.6

Valuation €m

% of NAV

Assured Partners (AIX)

TOI TOI & DIXI

PIB Group*

SavATree

Safetykleen Europe

Oncourse Home Solutions

Authority Brands (AX)

Lexitas

Palex

Alcumus

Services Tech & Digital

35.2

33.4

28.3

27.1

24.7

21.8

20.5

16.0

Valuation €m

% of NAV

IBS Software

Bonterra

Odido

Lutech

Paycor

Infogain*

EcoOnline

ECI

Coalfi re

Portfolio review - Private Equity continued

Top 30 portfolio companies

* denotes overlap with Debt Investments portfolio and Derived Equity

portfolio

31 December 2023

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OVERVIEW GLOSSARY

Portfolio review - Private Equity continued

Well diversified across the private equity lifecycle

The Private Equity portfolio is well diversified

across the private equity lifecycle, with 40%

in the investment phase, 38% in the maturity

phase, and 22% in the harvesting phase.

At 31 December 2023, AGA’s largest

exposure was to Apax X which is now 95%

invested and committed, having closed 25

investments, with the remaining capital mainly

reserved for follow-on investments.

Looking at the funds in the investment phase,

Apax XI made its first five investments in 2023

and, in December 2023, Apax Global Impact held

a final fund close with commitments of c.$0.9bn.

The buyout funds in the harvesting

phase continue to focus on identifying

opportunities to exit their remaining portfolio

companies at attractive valuations.

Apax XI

AGA NAV: €4.1m

Distributions: €0.0m

% of AGA PE portfolio: 0%

Vintage: 2022

Commitment: €198.4m + $490.0m

Invested and committed: 12%

Fund size: TBC²

Apax Digital II

AGA NAV: €8.9m

Distributions: €0.0m

% of AGA PE portfolio: 1%

Vintage: 2021

Commitment: $90.0m

Invested and committed: 23%

Fund size: $1.9bn

AMI II

AGA NAV: (€0.5m)

Distributions: €0.0m

% of AGA PE portfolio: 0%

Vintage: 2022

Commitment: $40.0m

Invested and committed: 8%

Fund size: TBC²

Apax Global Impact

AGA NAV: €6.0m

Distributions: €0.0m

% of AGA PE portfolio: 1%

Vintage: 2022

Commitment: $60.0m

Invested and committed: 24%

Fund size: $0.9bn

Apax X

AGA NAV: €447.3m

Distributions¹: €45.1m

% of AGA PE portfolio: 50%

Vintage: 2020

Commitment: €199.8m + $225.0m

Invested and committed: 95%

Fund size: $11.7bn

Apax IX

AGA NAV: €268.0m

Distributions¹: €397.8m

% of AGA PE portfolio: 30%

Vintage: 2016

Commitment: €154.5m + $175.0m

Invested and committed: 94%

Fund size: $9.5bn

AMI

AGA NAV: €14.9m

Distributions¹: €59.2m

% of AGA PE portfolio: 2%

Vintage: 2015

Commitment: $30.0m

Invested and committed: 88%

Fund size: $0.5bn

Apax Digital

AGA NAV: €53.6m

Distributions¹: €21.9m

% of AGA PE portfolio: 6%

Vintage: 2017

Commitment: $50.0m

Invested and committed: 103%

Fund size: $1.1bn

Apax VIII

AGA NAV: €60.9m

Distributions¹: €595.5m

% of AGA PE portfolio: 7%

Vintage: 2012

Commitment: €159.5m + $218.3m

Invested and committed: 110%

Fund size: $7.5bn

Apax Europe VII

AGA NAV: €25.2m

Distributions¹: €91.4m

% of AGA PE portfolio: 3%

Vintage: 2007

Commitment: €86.1m

Invested and committed: 108%

Fund size: €11.2bn

Apax Europe VI

AGA NAV: €2.3m

Distributions¹: €13.7m

% of AGA PE portfolio: 0%

Vintage: 2005

Commitment: €10.6m

Invested and committed: 107%

Fund size: €4.3bn

1. Represents all distributions received by AGA since 15 June 2015

2. Apax XI and AMI II have yet to hold their final closes

Investment phase 40% Maturity phase 38% Harvesting phase 22%

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Earnings growth across the Private Equity

portfolio companies remained the main

driver of performance despite a more

challenging economic backdrop.

Earning growth was offset by negative movements

in comparables, mainly from Thoughtworks,

Paycor, and Viasat, where the end-of-period

share price was used to value the companies.

The increase in management fees accrued

during the period largely reflects AGA’s $700m

commitment to the latest Apax global buyout fund

in 2022. Private Equity fund returns typically exhibit

a J curve pattern in the early years, where initial fees

and expenses outweigh gains as the fund has only

commenced investing. We would expect this to

dampen over time as the Fund continues to invest.

FX movements were mainly driven by the

EUR strengthening against the USD.

Private Equity Performance (%)

Movement in

underlying portfolio

companies’ earnings

Movement in net debt

Movement in

comparable companies’

valuation multiple

One-off and other

Management fees and

carried interest accrued

by the Apax Funds

FX LTM Total

Return

(3.3%)

(4.0%)

(1.4%)

(4.6%)

(2.1%)

2.4%

17.8%

1. Represents movement in all instruments senior to equity

2. Movement in the valuation multiples captures movement in the comparable companies valuation

multiples. In accordance with International Private Equity and Venture Capital Valuation (“IPEV”)

guidelines, the Apax Funds use a multiple-based approach where an appropriate valuation multiple

(based on both public and private market valuation comparators) is applied to maintainable earnings,

which is often but not necessarily represented by EBITDA to calculate Enterprise Value

3. Includes adjustments for dilutions from management incentive plans (as a result of growth in the portfolio’s

value) and costs related to NAV facilities

4. This also includes movements in the performance fee reserve of the Eligible Private Equity portfolio,

if applicable. This was nil for the twelve months to 31 December 2023

Portfolio review - Private Equity continued

Earnings growth was the main driver of performance

26 | Apax Global Alpha | Annual Report and Accounts | 2023

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The Private Equity portfolio continued to perform

well and average LTM EBITDA growth across

portfolio companies was 18% at 31 December

2023, broadly in line with the prior year.

As a result of the comparables based valuation

methodology for Private Equity portfolio companies,

it is not surprising that valuation multiples have

come down since December 2021. In the year to

31 December 2023 multiples decreased slightly

from 17.2x to 16.6x at year-end, mainly reflecting

negative movements from the Apax Funds’ listed

holdings, and particularly Thoughtworks, Viasat, and

Paycor. Share prices for these investments trended

up in Q4 but not sufficiently to offset declines

earlier in the year. At 31 December the Apax Funds’

listed exposure represented c.7% of the Private

Equity portfolio, down from 14% at the end of 2022.

The Apax Funds have generally used lower levels of

leverage than the market, with the average across

AGA’s Private Equity portfolio of 4.6x net debt/

EBITDA at the end of 2023. c.82% of portfolio

companies have maturities extending beyond 2027.

LTM EBITDA growth¹ EV/EBITDA multiple¹ Net Debt/EBITDA¹

35.3% 23.2x

4.2x

18.5%

17.2x

4.8x

18.0%

16.6x

4.6x

Dec-21 Dec-21 Dec-21Dec-22 Dec-22 Dec-22Dec-23 Dec-23 Dec-23

Portfolio review - Private Equity continued

Continued momentum across the portfolio

1. Gross Asset Value weighted average of the respective metrics across the portfolio. Investments

can be excluded for reasons such as: investments in the financial services sector; companies

with negative EBITDA (or moving from negative to positive EBITDA in the case of growth

metrics); investments that are written off and companies where EBITDA is not meaningful for

company-specific reasons

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Portfolio review - Private Equity continued

January 23

Magaya

• €6.9m

• ADF II

• Digital freight

software platform

January 23

Duck Creek

• 5.2x Gross MOIC/53% Uplift

• AVIII

• Software provider

to property and

casualty insurers

March 23

Zoo Eretz

• €2.4m

• AMI II

• Israel’s leading pet products

wholesaler and retailer

May 23

IBS Software

• €26.0m

• AXI

• Provider of modern software

solutions to the global travel

and logistics industry

February 23

Shriram

• 0.8x Gross MOIC (14%) Discount

• AVIII

• Non-bank fi nance company

focused on the micro

enterprises segment in India

June 23

Swing Education

• €2.0m

• AGI

• Online marketplace that

connects schools and

substitute teachers

Investments

Exits

Healthcare Services

Internet/Consumer Tech & Digital

Investment activity picked up in H2 2023

Investments

AGA deployed c.€95m on a look-through basis

across ten new investments during the year. The

majority of this capital was invested in the second

half, as the outlook improved, and more compelling

opportunities emerged. Apax XI made four new

investments in IBS Software, Palex, Bazooka Candy

Brands, and OCS/Finwave. Apax XI also signed one

further investment in WSGN before year-end. The

Apax Global Impact Fund made two investments in

Swing Education and GAN Integrity and the Apax

Digital Fund II made one new investment in Petvisor.

Exits

In what was generally a diffi cult exit environment,

the Apax Funds realised six investments at an

average uplift of 20% to previous unaff ected

valuations and an average Gross MOIC of 1.6x

in the twelve months to 2023. The Apax Funds

also continued to reduce public positions and

holdings in Paycor and Baltics Classifi eds Group

were sold down in the period. AGA received total

distributions of c.€90m, primarily from these exits.

Total invested

€95m

Total distributions

€90m

Gross MOIC

1.6x

Average uplift

20%

1. AGA’s investment cost / realisations

on a look-through basis. Amounts

remain subject to close until

investments have closed

2. Average Gross MOIC and Gross IRR

calculated based on the expected

aggregate cash fl ows in EUR since

inception. Individual Gross MOIC

by investment calculated based

on return in the Funds underlying

currency or where AGA invests in

two currency sleeves it represents

the EUR return unless otherwise

stated

3. Valuation uplifts on exits are

calculated based on the total actual

or estimated sales proceeds and

income as appropriate since the last

Unaff ected Valuation. Unaff ected

Valuation is determined as the fair

value in the last quarter before exit,

when valuation is not aff ected by the

exit process (i.e. because an exit was

signed, or an exit was suffi ciently

close to being signed that the Apax

Funds incorporated the expected

exit multiple into the quarter end

valuation). Where applicable, average

uplifts of partial exits and IPO’s

includes proceeds received and the

closing fair value at period end

28 | Apax Global Alpha | Annual Report and Accounts | 2023

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Portfolio review - Private Equity continued

August 23

Chavat Daat

• €0.7m

• AMI II

• Private specialty veterinarian

hospital for household pets

in the centre of Israel

July 23

Go Global Travel

• 2.8x Gross MOIC/13% Uplift

• AMI

• Supplier of search engine

technologies and related

services for travel industry

October 23

GAN Integrity

• €3.1m

• AGI

• Provider of third-party and

employee-centric ethics

and compliance software

October 23

Bazooka

• €19.5m

• AXI

• Portfolio of non-chocolate

confectionary brands

September 23

Manappuram Finance Ltd.

• 1.1x Gross MOIC/3% Uplift

• AIX

• Non-bank fi nance company

December 23

Matches Fashion

• 0.0x Gross MOIC/

(100%) discount

• AIX

• A global luxury

e-commerce platform

November 23

Petvisor

• €3.3m

• ADF II

• Veterinary and pet services

business management

and client engagement

software platform

December 23

OCS/ Finwave

• €14.0m

• AXI

• Italian fi nance

software provider

Investments

Exits

July 23

Palex Medical

• €16.9m

• AXI

• A leading distributor

of medical technology

equipment and solutions

in Southern Europe

July 23

Global-e

• 35.6x Gross MOIC

/ 23% Uplift

• AMI

• Provider of cross-border

e-commerce solutions

Investment activity picked up in H2 2023 (continued)

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Sustainability Governance at Apax

Philosophy

Apax’s governance philosophy in Private Equity

emphasises that all investment team members

should actively integrate responsible investing

into their daily tasks. The management teams

of portfolio companies, along with their boards,

bear the ultimate responsibility for sustainability

performance. This responsibility is supported by

specialists from the OEP, informed by materiality

and guided by the Sustainability Committee.

Approach

The Sustainability Committee convenes

monthly to review matters across the fi rm

and the portfolio. The Committee is made

up of nine members from across the fi rm

who each bring valuable perspectives and

considerations to help management and deal

teams navigate the ecosystem and unlock

value throughout the investment lifecycle.

Sustainability Committee in focus

Compliance

Apax

Foundation

Communications

OEP

Investment

team

SustainabIility

Committee

External

committees

and advisory

groups

Other internal

& external resources

Apax

Global

Impact

& I&D

Third-party

providers

Portfolio

company

insights

Apax’s proprietary data analytics platform

enables actionable insights & oversight tools

Oversight

and monitoring

Execution

and management

Investment

Teams

Operating

Specialists

Management

Teams

Firm Leadership

Sustainability Governance at Apax

Sustainability Team

Sustainability Committee

Investor

Relations

Sustainability is embedded throughout the Apax Funds’ investment

process, from due diligence through to the Funds’ ownership and exit.

30 | Apax Global Alpha | Annual Report and Accounts | 2023

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Embedding sustainability in the

Private Equity investment lifecycle

Year 4+

Year 3Year 2

Year 1 Exit

Pre Investment

Due diligence & gap analysis

• Due diligence:

Sustainability due

diligence is conducted,

reviewed by members

of the sustainability and

compliance teams and

incorporated into the fi nal

investment committee

documentation.

• Gap analysis:

Gap analysis with key

diligence fi ndings and Apax’

sustainability priority areas

is performed to determine

remediation actions post

investment.

Onboarding

• Onboarding:

Portfolio companies are

onboarded on Apax data

platforms and introduced

to the Apax team and

programme.

• Remediation:

A roadmap is developed to

address identifi ed areas of

remediation.

Monitoring & reporting

• Monitoring & Assessing: sustainability performance is reviewed

regularly with deal teams and through check-ins with management.

The OEP team engages with and supports portfolio companies on

specifi c initiatives on a case by case basis .

• Reporting:

Annual Apax portfolio company sustainability survey

conducted to track performance. KPIs are shared with

the Apax Funds’ investors via an online data platform and

also published in the Apax Sustainability Report.

Exit preparation

• Engagement:

Engagement around

portfolio company

sustainability reporting &

disclosure to maximise

value.

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Apax has a comprehensive cybersecurity programme

to address cyber issues pre-and post-investment…

Which delivers

actionable insights...

Triage

Outside-in diagnostic

determines inherent risk.

Assessment

Cybersecurity due

diligence conducted

before deal close.

Executive summary

Core improvements activities

Apax’s core security observations

Key improvement focus areas

Analytical summary

Core security gap analysis

Implementation monitoring system

Capability improvement

roadmap observations

EXIT

PREP

Monitor

Apax helps portfolio

companies to monitor

cybersecurity.

Report

Ongoing portfolio company

cybersecurity risk reporting

to boards using Apax

reporting templates.

Improve

OEP support

portfolio companies

to improve security

capabilities throughout

deal lifecycle.

Due

diligence

Monitoring

& improvement

Governance and cybersecurity at Apax

Spotlight

Apax recognises that the backbone of corporate

success is robust governance. Companies

with sound governance standards foster

transparency and accountability, gaining the trust

of shareholders, employees, and customers while

minimising fi nancial, legal, and reputational risks.

In terms of approach, Apax deal teams evaluate

the governance structures of potential Private

Equity investments, emphasising the need for

strong anti-corruption frameworks, clear codes

of conduct, and rigorous cybersecurity protocols.

New portfolio companies, especially those with

nascent governance practices, receive support

to establish and implement these policies,

particularly core anti-bribery and anti-corruption

measures, within their fi rst year in the portfolio.

Cybersecurity in the investment lifecycle

32 | Apax Global Alpha | Annual Report and Accounts | 2023

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ClearBank’s cybersecurity leadership

Case study: Private Equity

The Apax Digital Funds invested in ClearBank,

one of the fastest-growing UK tech companies, in 2022.

At the time of launch, ClearBank was the fi rst new clearing bank

in the UK in over 250 years. It is a regulated bank and the only

next generation payments provider with direct access to all

banking payment schemes in the UK.

As both a regulated bank, and a truly cloud-native

bank with a mission to revolutionise the fi nancial

payment space through cloud technology,

cybersecurity is inherently important to ClearBank

as a business, from both a commercial and

regulatory perspective. With a customer base

of over two hundred fi nancial institutions and

fi ntech businesses, the Company needs to be

well prepared against all threats.

With this in mind, Mark Beith, Partner at Apax,

spoke with Bernard Wright, Chief Information

Security Offi cer (CISO) at ClearBank about the

fi rm’s cybersecurity journey to date, the criticality

of good cyber governance as a regulated bank,

how Apax and ClearBank have collaborated on

cybersecurity policy, and his views on the impact

of generative AI in this space.

“ Our customers are hyper aware of security,

and we receive extremely thorough due diligence

questionnaires from our customers.”

Bernard Wright | CISO ClearBank

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Case study: Private Equity

Tell us about your approach to

cybersecurity at ClearBank, particularly

as you have developed from a

“start-up” to regulated bank.

ClearBank was founded nearly eight years

ago and was the fi rst new clearing bank in

the UK for over two centuries. Much of our

early years were spent focused on gaining

our license from the Bank of England, which

we were granted in 2017. As a cloud-based

bank, this was a particular challenge, as both

the regulator and the payment schemes we

needed to connect to had concerns around

the security of cloud-based operations. We

spent a lot of time educating our stakeholders

around controls and security in the cloud. 

Fast forward to today, we have gone from

200 people, and a security team of seven,

to over 700 people today and a security

team of nearly 30. Our approach to

cybersecurity has naturally grown with the

organisation, and we have added expertise

across the various security disciplines

to ensure we are always ahead of the

curve, particularly around identity, access

and control, data, and future threats.

You clearly need to evidence your security

standards to the regulator, but as a ‘bank

for banks’, how important is cybersecurity

from a commercial perspective?

It is extremely important. Our customers

are hyper aware of security, and we

receive extremely thorough due diligence

questionnaires from our customers.

They rightfully want to know details

about everything security-related,

from our development practices to

our access permissions and how our

code is released. Given the regulated

environment we operate in, we must be

able to evidence our security operations.

What are your areas of

focus currently?

We have several areas of focus. As our

brand has grown, and our visibility has

increased, we’ve seen a real increase in

attention from ‘bad actors’. This has put a

focus on scaling our security team and we

are constantly evaluating areas where we

need specifi c expertise. We’re also focused

on cultural change. We do mostly all of our

own development, and so we have put a

large emphasis on development security

operations, bridging the gap between

security and our engineers. This ensures that

security is baked-in from the very beginning

of any project. Separately, a big focus for the

organisation is the international build-out,

and this presents its own challenges from a

security perspective, given the varying rules

and regulations within Europe and beyond.

How have you worked with the Apax team

to drive forward your cyber strategy?

We work closely with Apax’s Operational

Excellence Practice, particularly Apax’s

technology and cybersecurity specialist.

Early on post-investment we held several

sessions with the Apax team who shared

their insights and helped us identify gaps

and plug into their control framework. I think

a real value-add is being a part of the Apax

network and the ability to knowledge share

within the portfolio. Often, organisations

can be cagey with sharing information that

concerns cybersecurity, and so the Apax

network gives access to useful information,

including third party recommendations,

updates on tools, and so on.

Finally, any thoughts on the impact of

Artifi cial Intelligence (“AI”) on security?

There’s a huge amount of noise on all forms

of AI at the moment. There was a lot of

education needed at the beginning. We also

had to question: what is our ethics policy

concerning AI? This was something we

had to address and pull together. What we

have done is run a number of ‘hackathon’

sessions for our internal technology teams

focused on AI, addressing it is an opportunity

rather than just a potential risk. A number of

interesting ideas have come out of that in

regard to how we can improve our internal

processes, and that work is ongoing.

“ I think a real value-add is being a part

of the Apax network and the ability to

knowledge share with the portfolio.”

Bernard Wright | CISO ClearBank

Mark Beith

Partner at Apax

Bernard Wright

CISO ClearBank

ClearBank’s cybersecurity leadership continued

34 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

Creating a business of scale through a

carveout and day-1 combination

Case study: Private Equity

OCS / Finwave

In August 2023, Apax XI invested in OCS, an Italian consumer

fi nance software provider servicing Italian banks and fi nancial

institutions. Concurrent with the transaction, Apax XI also

acquired the proprietary fi ntech and credit management

software division Finwave from Lutech, an Apax X portfolio

company, and combined it with OCS.

The combination of OCS and Finwave creates a

€100 million revenue European fi nancial software

platform of scale. Together, the companies will

leverage their collective expertise and talent to

accelerate the development of innovative software

solutions to support the evolving needs of fi nancial

institutions and operators. As a combined group,

OCS and Finwave will be better positioned to serve

their customers in Italy and internationally, with a

large off ering covering consumer fi nance, corporate

fi nance and capital markets software and solutions.

Why is this an Apax Funds’ deal?

• Software is one of Apax’s main subsectors

where the Funds have a strong track record,

having deployed c.$7.6bn across 27 deals.

• Complex carveout and day-1 combination:

OCS was acquired from founders and a

sponsor whereas Finwave was carved out

of Lutech, an Apax X portfolio company.

• Apax has strong market experience

in Italy with past investments in

Engineering and Lutech.

• Mid-market deal with multiple levers

of value creation, including tech

modernisation, greater scale and

diversifi cation of the combined group.

Both OCS and Finwave are considered “hidden

gems”, with Apax XI acquiring them at Italian mid-

market valuations. There is therefore signifi cant

scope to drive a re-rating closer to European

fi nancial services technology providers at exit.

“ The combination of OCS and Finwave will create a

truly unique, European fi nancial software platform

of scale, with huge potential for future growth.”

Gabriele Cipparrone | Partner at Apax

€14.0m

% of AGA NAV at 31 December 2023

AGA valuation at 31 December 2023

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OVERVIEW GLOSSARY

Unlocking value through separation

Case study: Private Equity

Oncourse Home Services

€29.4m

% of AGA NAV at 31 December 2023

AGA valuation at 31 December 2023

In December 2021, Apax X acquired the homeowner services

subsidiary of American Water Works via a carveout.

Building on the initial investment thesis around

inorganic growth through strategic M&A, in

February 2024, OHS, agreed to acquire and

carveout the Consumer Energy Appliance Service

Plan business from CMS Energy (NYSE: CMS).

The subsidiary, now rebranded to Oncourse

Home Solutions (“OHS”), provides various

warranty protection programmes and other

home services to residential customers across

the US. It services 1.5 million homeowners

across 43 states and Washington, D.C.

Carveouts are complex transactions where a

new business is created through the separation

of a subsidiary from a much larger business.

Often they’re under resourced units but

with potential for value creation and over

the last seven years the Apax OEP has been

building out their capabilities in this area.

The transaction is an opportunity for OHS to quickly

build scale and diversity its range of products,

partnerships, geographies and revenue mix,

unlocking signifi cant cross-sell opportunities.

“ The Apax Funds have deep domain experience across

the home services market and insurance and warranty

product dynamics, with prior investments in Authority

Brands, Assured Partners and Hub for example.”

Ashish Karandikar | Partner at Apax

At the time of the acquisition of OHS, Apax X had

tracked the company for 18 months and identifi ed

it as a high-quality business with multiple organic

and inorganic value creation levers available to drive

growth. Additionally, the utilities home warranty

sector represents an attractive market given its

high margins, high retention rates, high barriers

to entry and ample opportunities for cross-sell.

36 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

Capital not invested in Private Equity is primarily

invested in Debt Investments. This portfolio

absorbs excess liquidity not invested in Private

Equity, thereby limiting cash drag, producing

additional returns, and enhancing the robustness

of AGA’s balance sheet to support unfunded

commitments to the Apax Private Equity

Funds. It also provides an additional source of

funding to support the dividend payment.

As at 31 December 2023, AGA held €294.2m of Debt

Investments, representing 25% of the Total Invested

Portfolio. The portfolio primarily comprises Debt

Investments in companies and sectors where Apax

can leverage insights from its private equity activities.

The integrated approach of having no barriers

between Private Equity and Credit teams helps

position the portfolio to access better risk adjusted

credit returns. Whilst individual investments are

identified through a bottom-up process, the portfolio

is actively managed top-down from a risk and liquidity

perspective. Exposure to positions where the outlook

was more uncertain was being actively reduced.

In the year to 31 December 2023, the Debt

portfolio achieved a strong Total Return of 11.8%

(14.4% constant currency). Over the last five years,

the portfolio has achieved a 45.9% cumulative

constant currency Total Return, versus 32.5%

for the S&P/LSTA Leveraged Loan Index.

Portfolio review - Debt Investments

Strong performance in 2023

11.8%

FY 2023 Debt Total Return

Total Debt Investments

€294.2m

at 31 December 2023

FY 2023 Debt Investments performance (%)

10.9%

1.8%

3.6%

(1.9%)

(2.6%)

11.8%

Income Realised

gains

Unrealised

gains

LTM Total

Return

Performance

fee

1. Performance fee reflects the performance fee reserve payable at

31 December 2023

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Portfolio review - Debt Investments continued

The largest position in the Debt portfolio represents

c.2% of AGA’s Adjusted NAV, and 61% of the

Debt investments are invested in first lien loans.

Syndicated first lien loans tend to be more readily

tradeable when compared to debt instruments

that are more junior in the capital structure, and

we believe the current proportion of first lien

loans held is appropriate in the context of the

Private Equity commitments made by AGA.

AGA also maintained higher liquidity balances in

2023 in anticipation of calls from the Apax Funds.

92% of Debt Investments were invested in floating

rate loans to minimise duration risk. With base rates

having increased, the portfolio generated a 10.4%

income yield. As spreads tightened in the year and

the second half of the year saw rates stabilise, there

was an uptick in fair value of the portfolio whilst the

average yield to maturity of the overall portfolio was

steady at 12.0% at 31 December 2023, compared

to prior year-end (12.1% at 31 December 2022).

In 2023 AGA invested €45.2m across four

new Debt positions and received €100.6m

from 10 full and partial disposals.

In addition to the Debt portfolio, AGA also has a

small exposure to Derived Equity, which represented

1% of the invested portfolio at 31 December

2023. In the year, AGA exited two positions, with

three positions remaining in the portfolio valued

at €15.6m. The portfolio achieved a Total Return

of 14.8% (16.8% constant currency) in FY 2023.

Continued exposure to more liquid instruments

10.0

5.1

<1%

Valuation €m

% of NAV

MindBody

Engineering Bonds

First lien term loan

Other

22.8

15.2

15.1

15.0

14.8

14.0

13.4

13.3

10.6

9.0

8.8

6.6

6.1

6.0

<1%

PIB Group*

PCI

Valuation €m

% of NAV

Exact Software

Mitratech

Neuraxpharm

Navicure

Theramex

Aptean

Infogain*

PSSI

Vyaire Medical*

Parts Town

Precisely Software

Therapy Brands

WIRB-Copernicus Group

Second lien term loan

16.8

15.2

12.9

12.2

11.8

11.7

6.8

4.4

<1%

Confluence

Valuation €m

% of NAV

Aptean

Precisely Software

Therapy Brands

Trade Me*

Mitratech

MDVIP

Syndigo

Confluence

* Denotes overlap with the Private Equity portfolio

38 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

Governance &

Risk Management

Directors’ report

Viability statement

Statement of Directors’

responsibilities

Risk management framework

Chairman’s introduction

Governance at a glance

AGA Board of Directors

An eff ective Board

Corporate Governance Statement

Directors’ duties

Governance framework

Audit Committee report

Role of the Audit Committee

Directors’ remuneration report

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OVERVIEW GLOSSARY

Dear Shareholder,

On behalf of the Board, I am pleased

to introduce the Company’s corporate

governance statement on p.47 and p.48.

Promoting long-term success

This will be my last year as Chair of AGA – a role I

have had the privilege to hold since the Company’s

2015 IPO. Today the Company is well diversified

and well-positioned to take advantage of future

opportunities. During the year under review,

the Board of Directors has acted to promote

the long-term success of the Company for the

benefit of shareholders whilst having due regard

to the matters set out in section 172 of the UK

Companies Act 2006. You can read more about

this on p.12. This was also confirmed by the

internal Board evaluation conducted in 2023,

more details of which can be found on p.46.

Our Board of Directors

The Company has a strong, fully independent

Board of experienced Directors. The Directors, all

of whom are Non-Executive and considered to be

independent for the purposes of Chapter 15 of the

Listing Rules, are responsible for the determination

of the strategy and investment policy of the

Company and overseeing its day-to-day activities.

Biographies of the Board of Directors, including

details of their relevant experience and current

appointments, are available on p.42 to p.44 and

the Company’s website at: www.apaxglobalalpha.

com/who-we-are/board-of-directors/

At 31 December 2023, the Board was composed

of 60% male and 40% female Directors.

In October 2023, the Directors announced that Karl

Sternberg had accepted an invitation to join the

Board as a Non-Executive Director and a member

of AGA’s Audit Committee with effect from 1

March 2024. He brings significant investment

management and Investment Trust experience,

and he is expected to succeed me as Chairman

when I retire later this year. Coinciding with Karl

joining the Board, Chris Ambler has decided to

retire as a Non-Executive Director of the Company

after nearly nine years in the role. I want to take the

opportunity to thank Chris for his long-standing

commitment and contribution to the Company.

AGM / Discontinuation vote

Our ninth AGM will be held at 11.15 am

(UK time) on 1 May 2024 at East Wing,

Trafalgar Court, Les Banques, St Peter Port,

Guernsey, Channel Islands, GY1 3PP.

In common with many closed-end investment

funds without a fixed duration, AGA’s articles

require a resolution to be put to shareholders

on a periodic basis regarding the continuation

of the Company. Accordingly, a “Discontinuation

Resolution” will be proposed at the 2024 AGM.

To ensure the Company continues in its current

form, the Board of Directors recommend that

shareholders vote against the Discontinuation

Resolution, which all of the Directors intend to

do with respect to their own shareholdings.

Information about the Discontinuation Resolution,

the notice, agenda, and form of proxy will be

circulated to shareholders at least 21 working

days prior to the AGM and will be made available

on the UK National Storage Mechanism and the

Company’s website at www.apaxglobalalpha.com

Shareholders will again be able to attend the

AGM either in person, or via a telephone dial-

in to listen to the AGM. Questions can be

submitted in advance to the Company Secretary

by email at: AGA-admin@aztecgroup.co.uk For

more information about the AGM visit: www.

apaxglobalalpha.com/investors/investor-centre/

Compliance with the AIC Code, the UK Corporate

Governance Code, and the GFSC Code

The Directors recognise the importance of

sound corporate governance and, as a closed-

ended investment Company, have adopted

the Association of Investment Companies

(“AIC”) Code of Corporate Governance

(the “AIC Code”), which has been endorsed

by the Financial Reporting Council.

The Board considers that reporting against the

principles and recommendations of the AIC Code,

which incorporates the UK Corporate Governance

Code (the “UK Code”) and the Guernsey Financial

Services Commission Finance Sector Code

of Corporate Governance (the “GFSC Code”),

provides better information to shareholders. I am

pleased to report that for the year under review,

we have consistently applied the principles of good

governance contained in the AIC Code and you can

find more details on this on the subsequent pages.

You can find a copy of the AIC Code on

the AIC website at: www.theaic.co.uk

Tim Breedon CBE

| Chairman

4 March 2024

Chairman’s introduction

Long-term success

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Governance at a glance

The Board aims to promote the Company’s long-term success and to preserve and

strengthen stakeholder confidence in our business integrity. This is achieved through the

application and maintenance of the highest standards of corporate governance.

Board diversity Leading a responsible businessMajor Board activities in 2023

Election and re-election of Directors at the 2024 AGM

Male x3

60%

Female x2

40%

Male

Female

Minority ethnic backround

–

60%

40%

–

Number of

Board members

Percentage of

Board members

Major decisions taken by the Board and its Committees during

2023 included:

The Board acknowledges the importance of diversity for the effective

functioning of the Board which helps create an environment for

successful and effective decision-making. The Board currently comprises

of 40% women with Susie Farnon acting as the Senior Independent

Director and Chair of the Audit Committee. The Company does not

currently comply with the ethnic diversity target set out in the Listing

Rules. However the Board continues to keep this under review in the

context of planned Board succession opportunities. The Board has

adopted a Board Management Policy which includes issues relating to

diversity. In view of the nature, scale and complexity of the Company,

the Board believes a formal diversity policy for the Company is not

necessary at this time. Diversity of the Board is further considered

on at least an annual basis through the Board evaluation process.

Conducted a review of

the Company’s strategy

and determined that it

remained fit for purpose

despite changes in the

macroenvironment.

Thorough review of

AGML’s credit strategy

and capabilities.

Discussion and review

of capital allocation in

the context of future

Private Equity calls and

the capacity of AGA’s

RCF and debt portfolio.

Refinancing of the

Company’s Revolving

Credit Facility “RCF”.

Review and amendment

to Directors’ fees.

Comprehensive search

for and appointment of

a new Non-Executive

Director and future Chair.

A summary of the Directors’

attendance at meetings which they

were eligible to attend is provided

below. Eligibility to attend the relevant

meetings is shown in brackets.

– The Board will appoint committees of the Board on

occasion to deal with specific operational matters;

these committees are not established under

separate terms of reference as their appointment

is conditional upon terms resolved by the Board

in formal Board meetings and authority conferred

to such committees will expire upon the due

completion of the duty for which they have been

appointed. Such committees are referred to as

“other” committee meetings

– The Chairman of the Company, Tim Breedon,

whilst not required to attend meetings of the Audit

Committee, does so on occasion, particularly

where financial reports are being reviewed

In accordance with the Company’s

Articles of Incorporation and the

principles of the AIC Code, all Directors

of the Company will offer themselves for

re-election or election at the 2024 AGM.

As announced in October 2023,

Karl Sternberg has joined the Board as

a new Non-Executive Director,

effective 1 March 2024. His biography

is available on the Company’s

website: www.apaxglobalalpha.com/

about-us/board-and-governance

Tim Breedon has indicated that he

wishes to retire from the Board in 2024,

at which point he will have completed

nine years in the role. It is intended

that Karl Sternberg will succeed him

as Chairman of Apax Global Alpha in

the second half of 2024, allowing for

an appropriate handover period.

After nearly nine years as Non-

Executive Director, Chris Ambler retired

on 1 March 2024. It is proposed to

shareholders that Tim Breedon, Susie

Farnon, Mike Bane, and Stephanie

Coxon be re-elected and that Karl

Sternberg be elected at the 2024 AGM.

Total

Board

Total Audit

Committee

Tim Breedon 5 (5) n/a

Susie Farnon 5 (5) 9 (9)

Chris Ambler 5 (5) 9 (9)

Mike Bane 5 (5) 9 (9)

Stephanie Coxon 5 (5) 9 (9)

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AGA Board of Directors

Tim Breedon

Chairman

Susie Farnon

Non-Executive Director, Senior Independent

Director, Chair of Audit Committee

Chris Ambler

Non-Executive Director

Tenure

8 years,

8 months

Tenure

8 years,

5 months

Tenure

8 years,

8 months

Retired 1 March 2024

Mike Bane

Non-Executive Director

Stephanie Coxon

Non-Executive Director

Tenure

5 years,

6 months

Tenure

3 years,

9 months

5 months

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AGA Board of Directors continued

Tim Breedon

Chairman

Skills and experience

Current appointments

Non-Executive Director of:

• Barclays plc.

• Quilter plc.

Qualifi cations

• Graduate of Oxford University.

• MSc in Business Administration from the

London Business School.

Tim Breedon joined the AGA Board on

28 April 2015. He worked for the Legal &

General Group plc for 25 years, most recently

as Group Chief Executive between 2006 and

2012. He was a Director of the Association

of British Insurers (“ABI”), and also served

as its Chairman between 2010 and 2012.

He served as Chairman of the UK Government’s

non-bank lending task force, an industry-led

task force that looked at the structural and

behavioural barriers to the development

of alternative debt markets in the UK.

He is a Non-Executive Director of Barclays

plc and Quilter plc, and was Chairman of

Northview Group from 2017 to 2019. He was

previously lead Non-Executive Director of the

Ministry of Justice between 2012 and 2015.

Tim was formerly a Director of the Financial

Reporting Council and was on the board of

the Investment Management Association. He

has over 25 years of experience in fi nancial

services and has extensive knowledge and

experience of regulatory and government

relationships. He brings to the Board experience

in asset management and knowledge of

leading a major fi nancial services company.

Tenure

8 years,

8 months

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AGA Board of Directors continued

Susie Farnon

Non-Executive Director, Senior Independent

Director, Chair of Audit Committee

Skills and experience

Susie Farnon joined the AGA Board on 22 July

2015 and was appointed as Chairman of its

Audit Committee on 1 July 2016 and elected as

Senior Independent Director on 18 November

2016. She served as President of the Guernsey

Society of Chartered and Certifi ed Accountants,

as a member of The States of Guernsey Audit

Commission and as a Commissioner of the

Guernsey Financial Services Commission. Susie

was a Banking and Finance Partner with KPMG

Channel Islands from 1990 until 2001 and was

Head of Audit at KPMG in the Channel Islands

from 1999 until 2001.

Current appointments

Non-Executive Director of:

• Real Estate Credit Investments Ltd.

• Bailiwick Investments Limited.

• Ruff er Investment Company Limited.

Board member of:

• The Association of Investment Companies.

Qualifi cations

• Fellow of the Institute of Chartered

Accountants in England and Wales.

Chris Ambler

Non-Executive Director

Skills and experience

Chris Ambler joined the AGA Board on 28

April 2015. He has experience in a number

of senior positions in the global industrial,

energy and materials sectors working for major

corporations including ICI/Zeneca, The BOC

Group and Centrica/British Gas, as well as in

strategic consulting roles.

Current appointments

Chief Executive of

• Jersey Electricity plc.

Non-Executive Director of:

• Foresight Solar Fund Limited.

Qualifi cations

• Graduate of Queens’ College, Cambridge.

• MBA from INSEAD.

• Chartered Director.

• Chartered Engineer.

• Member of the Institution of

Mechanical Engineers.

Tenure

8 years,

5 months

Tenure

8 years,

8 months

Retired 1 March 2024

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AGA Board of Directors continued

Mike Bane

Non-Executive Director

Skills and experience

Mike Bane joined the AGA Board on 3 July

2018. He has more than 35 years of audit and

advisory experience with a particular focus

on the asset management industry. Mike

retired from EY in June 2018 where he was

a member of EY’s EMEIA Wealth and Asset

Management Board. Following an earlier

career in London with PwC, he has been a

Guernsey resident for over 25 years and has

served as President of the Guernsey Society

of Chartered and Certifi ed Accountants.

Current appointments

Non-Executive Chair of

• HICL Infrastructure plc.

Non-Executive Director of:

• abrdn Property Income Trust Limited

(formerly Standard Life Investments

Property Income Trust Limited).

Qualifi cations

• Mathematics graduate of Magdalen College,

Oxford University.

• Chartered Accountant.

Stephanie Coxon

Non-Executive Director

Skills and experience

Stephanie joined the AGA Board on 31 March

2020. She is a Fellow of the Institute of

Chartered Accountants in England and Wales

and is a non-executive director on several

London listed companies. Prior to becoming

a Non-Executive director, Stephanie led the

investment trust capital markets team at PwC

for the UK and Channel Islands. During her

time at PwC, she specialised in advising FTSE

250 and premium London listed companies

on accounting, corporate governance, risk

management and strategic matters.

Current appointments

Non-Executive Director of:

• JLEN Environmental Assets Group Limited.

• PPHE Hotel Group Limited.

• International Public Partnerships Limited.

• PraxisIFM Group Limited.

Board member of:

• The Association of Investment Companies.

Qualifi cations

• Fellow of the Institute of Chartered

Accountants in England and Wales.

Tenure

5 years,

6 months

Tenure

3 years,

9 months

An effective Board

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OVERVIEW GLOSSARY

Our Board is composed of highly skilled professionals who bring a range of expertise,

perspectives and corporate experience to our boardroom. In accordance with the AIC Code,

the role of the Board is to promote the long-term sustainable success of the Company,

generate value for shareholders, and contribute to wider society.

Responsibilities

Compliance with the AIC Code, the

UK Code, and the GFSC code

Compliance with the principles and

recommendations of the AIC Code enables the

Directors to satisfy the requirement to comply with

the UK Code and the GFSC Code where relevant.

As an externally managed investment Company

the UK Corporate Governance Code provisions

relating to the role of the Chief Executive, Executive

Directors’ remuneration, employees, and need

for an internal audit function are not relevant

to AGA and the Company has therefore not

reported further in respect of these provisions.

This position is reassessed on an annual basis.

An internal evaluation of the Board was undertaken

in 2023, following the external evaluation conducted

in 2021 which concluded that the Board continued

to display a strong corporate governance

culture and a high degree of effectiveness.

Considering the nature, scale, and complexity

of the Company, AGA has made certain

exceptions to the AIC Code, including:

– Management engagement committee

AGA does not have a Management Engagement

Committee. The Board as a whole fulfils this

function and regularly reviews the performance

of the Investment Manager, other service

providers, and relevant fee arrangements.

– Nomination committee

All duties expected of the Nomination Committee

are carried out by the Board and the establishment

of a separate Nomination Committee is considered

to be unnecessarily burdensome given the

scale and nature of the Company’s activities

and the current composition of the Board.

– Remuneration committee

The Company does not have a Remuneration

Committee as it does not have any executive

officers. The Board as a whole considers matters

relating to the Directors’ remuneration and it

is satisfied that any relevant issues that arise

can be appropriately considered by the Board

or by the Company’s shareholders at AGMs.

The Board

The Board is primarily responsible for setting

the Company’s strategy for delivering long-

term value to our shareholders and other

stakeholders, providing effective oversight

of the Investment Manager with respect to

the execution of the investment strategy and

ensuring the Company maintains an effective

risk management and internal control system.

The Investment Advisor and AGA

investment committee

AGML draws on the resources and expertise

of Apax for investment advice through an

Investment Advisory Agreement and the

AGA Investment Committee. The AGA

Investment Committee is composed of

several senior team members from Apax.

Biographies of the members of the AGA

Investment Committee are available

on the Company’s website at: www.

apaxglobalalpha.com/about-us/board-and-

governance?tab=investment-committee

The Investment Manager

AGA has entered into an Investment

Management Agreement with AGML to manage

the investments on a discretionary basis.

AGML is responsible for the implementation of

the investment policy of the Company and has

overall responsibility for the management of

the assets and investments of the Company.

AGML reports to the Board at each quarterly

meeting regarding the performance of the

Company’s investment portfolio, which provides

the Board with an opportunity to review and

discuss the implementation of the investment

policy of the Company. In addition, the Board

attends regular meetings with AGML in order

to review the performance of the underlying

investments and portfolio outlook.

The Board reviewed and evaluated the

performance of AGML during the year to

31 December 2023 and has determined that it is

in the interests of the shareholders to continue

with AGML’s appointment as Investment Manager.

Biographies of the Directors of AGML are

available on the Company’s website at: www.

apaxglobalalpha.com/about-us/board-and-

governance?tab=investment-manager

An effective Board continued

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Statement of independence

AGA’s Board of Directors is comprised entirely of

independent Non-Executive Directors. As such it

complies with the AIC Code’s recommendation

regarding Board composition which sets out

that at least half the Board of Directors of a UK-

listed company, excluding the Chairman, should

comprise Non-Executive Directors determined

by the Board to be independent in character

and judgement and free from relationships

or circumstances that may affect, or could

appear to affect, the Directors’ judgement.

In addition to this provision the Code stipulates

that a majority of the Board of Directors

should be independent of the Investment

Manager. AGA continued to comply with this

requirement throughout the reporting period.

Independence is determined by ensuring that,

apart from receiving fees for acting as Directors

or owning shares, Non-Executive Directors do

not have any other material relationships with,

nor derive additional remuneration from, or as

a result of transactions with, the Company, its

promoters, its management or its partners,

which in the opinion of the Board may affect, or

could appear to affect, the independence of their

judgement. All of AGA’s Directors are considered

to be independent of the Investment Manager.

The AIC Code also recommends that the Chairman

should meet certain independence criteria as

set out in the AIC Code on appointment.

Board evaluation

In accordance with the Board management

policy, the Company conducted an internal Board

evaluation exercise in 2023, having commissioned

an external review in 2021. The evaluation was

managed by the Company Secretary and the

results indicated that the Board continues to

operate effectively. There were a small number

of recommendations as to how the Board could

improve further the quality of its oversight of

the business of the Company and these will

be considered for implementation in 2024.

Disclosure of dividend information

The Company targets the payment of a dividend

equal to 5% of NAV per annum. This dividend

policy should not be taken as an indication of

the Company’s expected future performance or

results over any period and does not constitute

a profit forecast. It is intended to be a target only

and there is no guarantee that it can or will be

achieved. Accordingly, prospective or current

investors should not place any reliance on the

target dividend payment stated above in making

an investment decision regarding the Company.

As a non-UK issuer, the Company does not

require approval from shareholders for the

payment of dividends in accordance with The

Companies (Guernsey) Law, 2008 and the

Articles of Incorporation of the Company.

However, in response to feedback from

shareholders, an ordinary resolution is

proposed at each AGM concerning approval

of the dividend policy of the Company.

EU alternative investment fund

managers directive (“AIFMD”)

Please refer to p.110 and p.111 for further

information in respect of the AIFMD.

The unregulated collective investment

schemes and close substitutes

instrument 2013 (“NMPI rules”)

Information regarding the Company’s

status under the NMPI Rules is available

on its website at: www.apaxglobalalpha.

com/about-us/board-and-governance

Greenhouse gas emissions

All of the Company’s activities are outsourced

to third parties. As such, the Company does not

have any physical assets, property, employees

or operations of its own and does not generate

gas or other emissions reportable under the

Companies Act 2006 (Strategic Report and

Directors’ Report) Regulations 2013. Any

greenhouse gas emissions linked to the Company

relates to the Director’s travel necessary to carry

out their duties. Since 2021, the Company’s

carbon emissions have been offset via Carbon

Footprint Ltd. Under the Listing Rule 15.4.29(R),

AGA, as a closed-ended investment Company,

is exempt from complying with the Task Force

on Climate-related Financial Disclosures.

Further details of the Investment Manager’s

approach to responsible investment practices and

ESG standards can be found on p.29 to p.35.

Modern slavery act statement

AGA has a number of outsourced and third party

vendor relationships, the most significant of which

are the Investment Manager and Apax. When

selecting third party suppliers, AGA will assess their

reputation and how well established they are in their

field. Risk-based due diligence on AGA’s critical third

parties is conducted on an annual basis and any

modern slavery issues identified are discussed by

the Board. See AGA’s website for the Company’s

Modern Slavery and Human Trafficking Statement:

www.apaxglobalalpha.com/modern-slavery-act/

Stakeholder engagement

As highlighted in the Section 172 statement on

p.12, the Company does not have any employees

and is entirely externally managed. Therefore, the

primary stakeholders consist of its shareholders,

suppliers, community, and the environment.

Shareholder support and engagement is critical

to the continued success of the business and

the achievement of our objectives. The Board

is committed to a culture of openness and

regular dialogue with shareholders, and it seeks

to take into account the needs and priorities of

shareholders during all discussions and decision-

making. Contact details for shareholder queries

can be found on p.108 and the Company’s

website at: www.apaxglobalalpha.com/contact

In addition to assisting the Company to deliver

on our objectives, effective relationships with

our service providers help the Company to

operate in a controlled and compliant manner.

Further details of our service providers

engagement can be found on p.12 and p.13.

The Board believes investing responsibly is

important in protecting and creating long-term

value. The Board recognises that the incorporation

of material sustainability considerations can

help inform the assessment of overall risk and

opportunities. Further details can be found

on p.11 and in our Responsible Investment

policy which is available on our website at:

www.apaxglobalalpha.com/sustainability

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Corporate Governance Statement

2023 Key activities

Key activities of the Board Risk Management GovernanceStakeholder engagementStrategy and financingPrincipal Strategic Objectives

The Board met

five times during

the year.

Additional meetings were

arranged as necessary for

the Board to properly

discharge its duties.

An overview of some of

the Board’s activities

is provided here.

Deliver over-the-cycle

target Total NAV Return

of 12–15%, including a

dividend of 5% of NAV

Continue to invest

in Private Equity,

providing shareholders

with exposure to

the Apax Funds for

long-term growth

Use Debt Investments

as an effective capital

management tool with

an attractive return

Remain fully invested

whilst maintaining

liquidity risk within

appetite

Held a strategy day with

a range of key topics

including:

• High-level exploratory

discussions to challenge

whether the strategy

remains fit for purpose,

including considering of

alternative approaches

• Review and discussions

around AGA’s credit and

private equity portfolios and

their performance in the

medium and long-term

Regularly reviewed the

Company’s strategy and

financial position, including:

• Entered a new multi-

currency Revolving Credit

Facility to replace the prior

RCF which reverted to a

conventional fixed-term

arrangement

• Capital allocation priorities

given increasing share price

discount to NAV

Search for and appointment

of a new Non-Executive

Director

• Participated in an

internal evaluation

of the Board’s

effectiveness to

identify areas for

improvement and

inform training plans

• Undertook a formal

annual review of key

service providers

• Received regular

updates from the

Company Secretary

on regulatory and

corporate governance

matters

• Hosted the AGM on

3 May 2023

• Hosted a Chairman’s

corporate governance

roadshow

• Held a Capital Markets

Day for investors and

analysts

• Commissioned

additional research from

Hardman & Co

• Reviewed the

Company’s risk

appetite statement

and principal risks

• Performed a review

of the Company’s

internal financial

controls

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OVERVIEW GLOSSARY

2023 2024

Corporate Governance Statement

January

December

February OctoberJuly

Dividend paid

• Dividend paid

• Board Strategy Day

April September

Board MeetingBoard Meeting

March

• FY22 Results

August

June

• Capital Markets Day

Board Meeting

November

• Q3 Results

May

Board Meeting AGM Board Meeting

2023 calendar of events

• Q1 Results

• Interim Results

• New RCF signed

Directors’ duties

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OVERVIEW GLOSSARY

The terms and conditions of appointment for Non-Executive Directors are outlined in their letters of appointment, and are available for inspection at the Company’s registered office during normal business hours and

at the AGM for 15 minutes prior to and during the AGM.

In 2023, the Board of the Company was composed of five independent Non-Executive Directors.

The Board considers that the range and experience of its members is sufficient to fulfil its role

effectively and provide the required level of leadership, governance, and assurance.

Role Role overview Responsibilities

Chairman of the

Board of directors

Tim Breedon fulfils the

role of independent

Non-Executive

Chairman of the

Board of Directors.

The Chairman is responsible for the leadership

of the Board, the creation of conditions

necessary for overall Board and individual Director

effectiveness and ensuring a sound framework

of corporate governance, which includes a

channel for shareholder communication.

• chairing the Board and general meetings of the Company, including setting the agenda of such meetings;

• promoting the highest standards of integrity, probity and corporate governance

throughout the Company, and in particular at Board level;

• ensuring that the Board receives accurate, timely and clear information;

• ensuring effective engagement between the Board, the Company’s shareholders and other key stakeholders;

• facilitating the effectiveness of the contributions and constructive

relationships between the Directors of the Company;

• ensuring that any incoming Directors of the Company participate in a

full, formal and tailored induction programme; and

• ensuring that the performance of the Board, its Committees and individual Directors is evaluated at least once a year.

Chairman of the

Audit Committee

Susie Farnon fulfils the

role of Chairman of the

Audit Committee. The

Audit Committee is

appointed under terms

of reference from the

Board of Directors,

available on the

Company’s website at:

www.apaxglobalalpha.

com/about-us/board-

and-governance

The Chairman of the Audit Committee is

appointed by the Board of Directors. The

role and responsibility of the Chairman of

the Audit Committee is to set the agenda

for meetings of the Audit Committee

and, in doing so, take responsibility for

ensuring that the Audit Committee fulfils

its duties under its terms of reference.

• reviewing in detail the content of the interim report and the annual report, the work of

the service providers in producing them and the results of the external audit;

• reviewing the findings of the audit with the external auditor; including a

discussion of the major issues arising from the audit;

• overseeing the selection and review processes for the external auditor, considering and making recommendations

to the Board on the appointment, reappointment and removal of the external auditor and the remuneration

of the external auditor as well as on the annual audit plan, including all proposed materiality levels;

• assessing the independence and objectivity of the external auditor on at least an

annual basis, taking into consideration the level of non-audit services;

• reviewing and considering, as appropriate, the rotation of the external audit partner and tender of the external

audit firm;

• reviewing and recommending to the Board for approval, the audit, audit-related and non-audit fees payable to the

external auditor and approving their terms of engagement;

• reviewing the Company’s internal control and financial and operational risk, management systems,

whistleblowing, and fraud; and

• monitoring the risks faced by the Company and conducting a robust assessment of the principal

risks in order to implement the relevant controls to manage or mitigate these risks.

Directors’ duties continued

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Role Role overview Responsibilities

Non-Executive

Directors

The Non-Executive Directors have a responsibility

to ensure that they allocate sufficient time to

the Company to perform their responsibilities

effectively. Accordingly, Non-Executive Directors

are required to make sufficient effort to attend

Board or Committee meetings, to disclose other

significant commitments to the Board before

accepting such commitments and to inform the

Board of any subsequent changes. In determining

the extent to which another commitment

proposed by a Non-Executive Director would

have an impact on their ability to sufficiently

discharge their duties to the Company, the Board

will give consideration to the extent to which the

proposed commitment may create a conflict with:

• their time commitment to the Company;

• a direct competitor of the Company, the

Investment Manager or the Investment Advisor;

• a significant supplier or potential significant

supplier to the Company; and

• the Investment Manager or other related

entity operating in substantially the same

investment markets as the Company.

• Shareholders are provided with the opportunity to elect and re-elect the Non-Executive

Directors on an annual basis at the AGM of the Company and to review their remuneration

in doing so. The role of the Non-Executive Directors includes, but is not limited to:

• constructively challenging and developing proposals on strategy;

• appointing service providers based on agreed goals and objectives;

• monitoring the performance of service providers;

• reviewing the risks disclosed within the Company’s risk framework and proposing

additional controls for risk management and mitigation; and

• satisfying themselves of the integrity of the financial information and that financial

controls and systems of risk management are robust and defensible.

Senior Independent

Director

Susie Farnon fulfils

the role of Senior

Independent

Director (“SID”).

The position of the SID provides shareholders

with someone to whom they can turn if they

have concerns that have not or cannot be

resolved through the normal channel of the

Chairman. The SID is available as an intermediary

between fellow Directors and the Chairman.

The role serves as an important check and

balance in the governance process.

• providing a sounding board for the Chairman and serving as an intermediary for the other Directors when necessary;

• being available to shareholders if they have concerns about contact through the normal channel of the

Chairman, or have failed to resolve, through the normal channels, or for which such contact is inappropriate;

• meeting with the other Non-Executive Directors at least annually to appraise the Chairman’s

performance and on such other occasions as may be deemed appropriate;

• taking responsibility for the orderly succession process for the Chairman, as appropriate; and

• maintaining Board and Company stability during times of crisis and conflict.

Governance framework

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The Board has considered the current

recommendations of the AIC Code and has

adopted various policies, procedures and control

systems; a summary of each of these is available on

the Company’s website at: www.apaxglobalalpha.

com/about-us/board-and-governance

In summary, these principally include:

• a schedule of matters reserved for the

Board which includes, but is not limited to:

• strategy and management;

• structure and capital;

• financial reporting and controls;

• internal and risk management controls;

• contracts and expenditure;

• Board membership and other appointments;

• corporate governance matters; and

• policies and codes

• a Board management policy which

includes, but is not limited to:

• succession planning, including Board

composition and diversity guidelines;

• Director induction and training; and

• Board evaluation.

• a conflicts of interests policy;

• disclosure panel policy;

• a social responsibility policy;

• a share dealing code;

• an insider dealing and market abuse policy;

• a policy on the provision of

non-audit services; and

• a Responsible Investment policy

Administrator and Company Secretary

The Company has appointed Aztec

Financial Services (Guernsey) Limited

(“Aztec Group”) as Administrator and

Company Secretary of the Company.

The Administrator is responsible for the Company’s

general administrative requirements such as

the calculation of the Net Asset Value and Net

Asset Value per share and maintenance of the

Company’s accounting and statutory records. The

Administrator may delegate certain accounting

and bookkeeping services to Apax Partners Fund

Services Limited or other such parties and/or

Group entities, as directed by the Company.

The Administrator is licensed by the GFSC

under the Protection of investors (Bailiwick of

Guernsey) Law to act as “designated administrator”

under that law and provide administrative

services to closed-ended investment funds.

In fulfilling the role of Company Secretary,

Aztec Group has due regard to the provisions

of the GFSC Code and the AIC Code and

statutory requirements in this respect.

Registrar

Link Asset Services (“Link”) has been appointed as

Registrar of the Company. The Registrar is licensed

by the GFSC under the POI Law to provide registrar

services to closed-ended investment funds.

Information and support

The Board ensures that it receives, in a timely

manner, information of an appropriate quality to

enable it to adequately discharge its responsibilities.

Papers are provided to the Directors in advance

of the relevant Board or Committee meeting to

enable them to make further enquiries about

any matters prior to the meeting, should they so

wish. This also allows Directors who are unable to

attend to submit views in advance of the meeting.

The Company Secretary takes responsibility for the

distribution of Board papers and aims to circulate

such papers at least five working days prior to Board

or committee meetings. The Board has adopted

electronic board pack software which aids in the

efficiency and adequacy of delivery of board papers.

Ongoing charges

Ongoing charges to 31 December 2023 were

1.8% (31 December 2022: 1.5%), reflecting an

increase in management fees following AGA’s

$700m commitment to Apax XI, Apax’s latest

global buyout fund. The Company’s ongoing

charges are calculated in line with guidance

issued by the AIC. They comprise recurring costs

such as administration costs, management fees

paid to AGML and management fees paid to the

underlying Private Equity Funds’ general partners.

They specifically exclude deal costs, taxation,

financing costs, performance fees and other

non-recurring costs. Ongoing charges is an APM,

and a reconciliation to the costs included in the

financial statement can be found on p.116.

Governance systems

Governance framework continued

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OVERVIEW GLOSSARY

Management and performance fees

Management fees for the year to 31 December

2023 represented 1.4% of NAV and performance

fees were 0.5% of NAV. Management fees

represent fees paid to both the Investment

Manager and the Apax Funds. No fees are paid

to the Investment Manager on Apax Funds

where the Company already pays a fee. Please

see p.115 for more information about fees.

Revolving credit facility

AGA had a €250m revolving credit facility with Credit

Suisse AG, London Branch, since November 2018

which featured an evergreen term, with a rolling

minimum notice period of two years. In January

2023, AGA received notice that the RCF will revert

to a conventional fixed-term arrangement with an

expiry date of 10 January 2025. On 5 September

2023 AGA entered into a new multi-currency RCF

of €250m with SMBC Bank International plc and

JP Morgan Chase Bank, N.A., London Branch,

replacing the facility held with Credit Suisse AG.

The new RCF was undrawn at 31 December 2023

and will continue to be used for the Company’s

general corporate purposes, including short-term

financing of investments such as the drawdown on

commitments to the Apax Funds.

Key information document

In accordance with the UK Packaged Retail and

Insurance-based Investment Products Regulation

and the EU Packaged Retail and Insurance-based

Investment Products Directive Regulation,

AGA’s latest Key Information Documents (UK

KID and EU KID) are available on the Company’s

website at: www.apaxglobalalpha.com/investor-

centre/key-information-documents

Board attendance

A summary of the Directors’ attendance at

meetings which they were eligible to attend

is provided below. Eligibility to attend the

relevant meetings is shown in brackets.

Total

Board

Total Audit

Committee

Tim Breedon

5 (5)

n/a

Susie Farnon

5 (5) 9 (9)

Chris Ambler

5 (5) 9 (9)

Mike Bane

5 (5) 9 (9)

Stephanie Coxon

5 (5) 9 (9)

– The Board will appoint committees of the Board on occasion to deal

with specific operational matters; these committees are not

established under separate terms of reference as their appointment is

conditional upon terms resolved by the Board in formal Board meetings

and authority conferred to such committees will expire upon the due

completion of the duty for which they have been appointed. Such

committees are referred to as “other” committee meetings.

– The Chairman of the Company, Tim Breedon, whilst not required

to attend meetings of the Audit Committee, does so on occasion,

particularly where financial reports are being reviewed.

Frequency and attendance at Board

and Committee meetings

The Board aims to meet formally at least four

times a year and met five times in the year

from 1 January 2023 to 31 December 2023.

The Audit Committee aims to meet formally

at least four times a year as appropriate in terms

of the financial cycle of the Company and met

nine times in the year from 1 January 2023 to

31 December 2023.

Election and re-election of directors at

the 2024 AGM

In accordance with the Company’s Articles of

Incorporation and the principles of the AIC Code,

and with the exception of Chris Ambler who retired

from the Board on 1 March 2024 after nearly nine

years in the role, all Directors of the Company will

offer themselves for re-election at the 2023 AGM.

In 2023, Russel Reynolds Associates Ltd, an

independent external consultancy firm, was appointed

to conduct the search for a new Non-Executive

Director. Post year-end, on 1 March 2024, Karl

Sternberg, was appointed. Karl was a founding Partner

of Oxford Investment Partners, which was acquired by

Towers Watson in 2013. Prior to that, he held a number

of positions at Morgan Grenfell/Deutsche Asset

Management, including as Chief Investment Officer for

Europe, Australia, and Asia Pacific. Karl has significant

investment trust experience, and he is currently

Chairman of Clipstone Industrial REIT plc, Monks

Investment Trust plc and a NED of Herald Investment

Trust plc

and Jupiter Fund Management plc.

Tim Breedon has indicated that he wishes to

retire from the Board in 2024, at which point he

will have completed nine years in the role. It is

intended that Karl Sternberg will succeed him as

Chairman of AGA in the second half of 2024, after

allowing for an appropriate handover period.

Following the successful evaluation of the Board

(see p.46), it is proposed to shareholders that

Tim Breedon, Susie Farnon, Mike Bane, and

Stephanie Coxon be re-elected and that Karl

Sternberg be elected at the 2024 AGM.

Discontinuation vote

In common with many closed-end investment

funds without a fixed duration, AGA’s articles require

a resolution to be put to shareholders on a periodic

basis regarding the continuation of the Company.

Accordingly, a “Discontinuation Resolution” will

be put forward at the 2024 AGM. To ensure the

Company continues in its current form, the Board

of Directors recommends that shareholders

vote “Against” the Discontinuation Resolution.

Information about the Discontinuation Resolution,

the notice, agenda and form of proxy will be

circulated to shareholders at least 21 working

days prior to the AGM and will be made available

on the UK National Storage Mechanism and the

Company’s website at: www.apaxglobalalpha.com

IPO lock-up arrangements

Certain existing and former Apax employees

acquired shares in the Company under a share-

for-share exchange agreement at IPO. Those

shareholders were subject to certain lock-up

arrangements in respect of the shares issued

to them for a period of either five or ten years.

The five-year lock-up period expired on 15 June

2020, and those shares are therefore no longer

subject to the lock-up arrangements. Of the ten-

year locked-up shares held by Apax executives,

a further tranche of 20% of the Company’s

ordinary shares was released on 15 June 2023,

with a further 40% of locked-up shares due to be

released in two tranches over the next two years.

Governance systems (continued)

1. On 22 February 2024,

Herald Investment Trust

plc announced that Karl

Sternberg will retire from

the board at the conclusion

of the AGM in April 2024

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OVERVIEW GLOSSARY

The main areas of activity for the Audit

Committee have been:

• reviewed its terms of reference against the

requirements of the Minimum Standard

for Audit Committees and External Audit

issued by the FRC (the “Standard”). The Audit

Committee is of the view that an early adoption

of the Standard would enhance their terms of

reference but also the internal processes put

in place by the Company in relation to auditor

evaluation and reporting. The Audit Committee

will also consider the requirements of the

Standard when undertaking an audit tender.

Following the review, the Audit Committee

concluded that the terms of reference and

internal processes remain fit for purpose. An

annual assessment of the terms of reference

and internal processes against the Standard

will be conducted to identify any potential

shortcomings;

• reviewed in detail the content of the interim

report and this annual report, the work of the

service providers in producing them and the

results of the external audit;

• considered those areas of judgement or

estimation arising from the application of

International Financial Reporting Standards to

the Company’s activities and documenting the

rationale for the decisions made and estimation

techniques selected. This includes the valuation

of investments;

• kept under review the policy on the supply of

non-audit services by the external auditor,

which has taken into account ethical guidance

and related legislation;

• conducted an annual review of the audit quality

and performance of the external auditor,

which has included a general review of the

coordination of the external audit function with

the activities of the Company, any appropriate

internal controls, and the suitability and

independence of the external auditor;

• kept under review the risk management and

control framework with the assistance of

the Investment Manager and the Company

Secretary;

• met with the external auditor, KPMG Channel

Islands Limited (“KPMG”), to review and discuss

their independence, objectivity and proposed

scope of work for their review of the interim

report and their audit of this annual report and

accounts;

• met with the Company’s principal service

providers to review the controls and procedures

operated by them to ensure that the Company’s

operational risks are properly managed and that

its financial reporting is complete, accurate and

reliable; and

• kept under review the ESG initiatives and

reporting, and commitment to Responsible

Investing.

The scope of the Committee with respect

to internal control does not include controls

relating to risks arising from the Company’s

investment portfolio. Such risks are overseen

directly by the Board, which sets policies in this

area to govern the day-to-day management

of these risks by the Investment Manager.

Susie Farnon

| Chair of the Audit Committee

4 March 2024

Audit Committee report

I am pleased to present the Audit Committee report for 2023 detailing

the activities undertaken this year to fulfil its responsibilities.

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Role of the Audit Committee

The Audit Committee is appointed under terms of

reference from the Board of Directors, available on

the Company’s website at: www.apaxglobalalpha.

com/about-us/board-and-governance

Review of areas for judgement or estimation

The Audit Committee has determined that the

key area for judgement and estimation is the fair

value of the Company’s investment portfolio. For

investments not traded in an active market, the fair

value is determined by using valuation techniques

and methodologies, as deemed appropriate by

the Investment Manager. These assumptions may

give rise to valuations that differ from amounts

realised in the future. The Audit Committee has also

considered the calculation of the performance fee

to be an area of judgement given the complexity of

the calculation. Further details and considerations

of the Committee are set out overleaf.

Valuation of investments

The valuation of investments is a significant

area of judgement in the preparation of

the financial statements and performance

reporting and represents a particular focus for

the Audit Committee. The Audit Committee

is satisfied that it is reasonable overall and

has been prepared in accordance with the

Company’s stated accounting policies.

The Audit Committee focus on Private Equity,

Debt Investments and unlisted Derived Equity

which are illiquid and valued less easily.

At each quarterly valuation point, and particularly

at the year-end, members of the Audit Committee

reviewed the detailed valuation schedules

prepared by the Investment Manager.

Discussions were also held with the Investment

Manager, Investment Advisor and the external

auditor (in respect of the interim and year-end

valuations only). The aim of these reviews and

discussions was to ensure, as far as possible,

that the valuations were prepared in line with

the valuation process and methodology set

out in the Company’s accounting policies. No

material discrepancies were identified.

The valuation of the Private Equity Investments,

Debt Investments and Derived Equity has been

reviewed by the external auditor who has reported

to the Committee and the Board on whether, in their

opinion, the valuations used are reasonable and in

accordance with the stated accounting policies.

Performance fee

The basis for calculation of the performance

fee due to the Investment Manager is

summarised in the notes to the financial

statements. Although this fee may not always

be material to the financial performance or

position of the Company, it is payable to the

Investment Manager, and therefore the Audit

Committee considers it important by nature.

The Audit Committee has commissioned and

received a specific report on the calculation of

the fee prior to payment. At 31 December 2023,

a performance fee of €6.6m was payable.

External audit

KPMG has been the Company’s external auditor

since 2015. As is good practice, the contract is

reviewed regularly and put out to tender every 10

years and a review will take place in the second half

of 2024. During the year, and up to the date of this

report, the Audit Committee has met formally with

KPMG on 5 occasions. Additionally, the Chairman

and other members of the Audit Committee

met them informally on a number of occasions

during the period. These informal meetings have

been held to ensure the Audit Committee is kept

up to date with the progress of their work and

that their formal reporting meets their needs.

The formal meetings included detailed reviews of

the proposed scope of the work to be performed

by the auditor in their review of the Company’s

report for the period to 30 June 2023 and in their

audit for the year ended 31 December 2023. They

also included detailed reviews of the results of this

work, their findings and observations. I am pleased

to report that there are no matters arising that

should be brought to the attention of shareholders.

The Audit Committee has also reviewed KPMG’s

report on their own independence and objectivity,

including their team structure for the audit of

the Company and of the underlying Apax Funds,

and the level of non-audit services provided

by them. In addition, the Audit Committee

assessed the audit quality and effectiveness

of KPMG as the Company’s external auditor.

The Audit Committee membership currently consists of Susie Farnon,

Chris Ambler, Mike Bane, and Stephanie Coxon. A summary of meetings held

during the year and attendance at those meetings is available on page 52.

The Chairman of the Company, Tim Breedon, whilst not required

to attend meetings of the Audit Committee, does so on occasion,

particularly those meetings in which financial reports are reviewed.

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The Company has a policy in place to ensure the

independence and integrity of the external auditor,

where non-audit services are to be provided by

them. In the first instance, all non-audit services

require pre-approval of the Chairman of the Audit

Committee and/or the Chairman of the Board. Full

consideration of the financial and other implications

on the independence of the auditor arising from

any such engagement are considered before

proceeding. Note 6 of the financial statements

includes a summary of fees paid to KPMG.

The Audit Committee has concluded that KPMG

are independent and objective, carry out their

work to a high standard and provide concise

and useful reporting. Accordingly, the Audit

Committee has recommended to the Board

that KPMG be put forward to shareholders

for reappointment at the next AGM.

Risk management, internal

controls, and corporate risks

An outline of the risk management framework

and principal risks is provided on p.62 to p.65.

The Audit Committee has kept, and continues

to keep, under review financial risks, operational

risks and emerging risks, which includes reviewing

and obtaining assurances from key service

providers in respect of the controls of which

they are responsible. The Audit Committee

undertakes an annual review of the internal

control reports from each of its key service

providers. In addition, the key processes and

controls of APFS are reviewed by Aztec and the

outcome of this review is considered by the Audit

Committee annually. The Audit Committee has

not identified any areas of concern as a result.

Additionally the Audit Committee recognises

that the UK Corporate Governance Code

may include additional responsibilities for the

Board and is keeping this under review.

FRC review of 2022 Annual Report

In November 2023, the Company received a letter

from the FRC, requesting clarification on the

Company’s use of APMs and valuation of private

equity investments. The FRC was satisfied with

the Company’s response but recommended

that further disclosures on the use of APMs

in the future may be helpful to shareholders.

As a result, further details have been included

on page 73 of the 2023 Annual Report.

The FRC sets out the scope and

limitations of their review below:

Our review is based on your Annual Report

and Accounts and does not benefit from

detailed knowledge of your business or an

understanding of the underlying transactions

entered into. It is, however, conducted by staff

of the FRC who have an understanding of the

relevant legal and accounting framework.

This, and any subsequent letter, provides no assurance

that your Annual Report and Accounts are correct in

all material respects; the FRC’s role is not to verify the

information provided to it but to consider compliance

with reporting requirements. Our letters are written

on the basis that the FRC (which includes its officers,

employees and agents) accepts no liability for reliance

on them by the company or any third party, including

but not limited to investors and shareholders.

Service providers

The Audit Committee has met regularly with the

key service providers (besides KPMG) involved

in the preparation of the Company’s reporting

to its shareholders and in the operation of

controls on its behalf, the Administrator and sub-

Administrator, both of whom have attended each

formal Audit Committee meeting as well as other

informal meetings. Through these meetings,

supported by review and challenge of supporting

documentation, the Audit Committee has satisfied

itself, as far as is possible in the circumstances

of a Company with outsourced functions, that

financial and operational risks facing the Company

are appropriately managed and controlled.

Unadjusted differences in the

financial statements

The external auditor, KPMG, has reported to

the Audit Committee that they found one

reportable difference during the course of

their audit work. The difference arose in an

area of judgement, was immaterial and was

not indicative of control deficiencies.

Whistleblowing

The Company does not have any

employees. Each of the service providers

has whistleblowing policies in place.

Anti-bribery and corruption

The Company has a zero tolerance approach

to bribery and corruption, in line with the UK

Bribery Act 2010. A social responsibility policy

covering anti-bribery and corruption has

been adopted and is kept under review.

Annual report

The Audit Committee members have each

reviewed this annual report and earlier drafts of

it in detail, comparing its content with their own

knowledge of the Company, reporting requirements

and shareholder expectations. Formal meetings of

the Audit Committee have also reviewed the report

and its content and have received reports and

explanations from the Company’s service providers

about the content and the financial results.

The Audit Committee has concluded that the

annual report, taken as a whole, is fair, balanced

and understandable, and that the Board can

reasonably and with justification make the

statement of Directors’ responsibilities on p.61.

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OVERVIEW GLOSSARY

Directors’ remuneration report

Provisions relating to Executive Directors’

remuneration are not deemed relevant

to AGA, being an externally managed

investment Company with a Board comprised

wholly of Non-Executive Directors.

In particular, the Company’s day-to-day

management and administrative functions

are outsourced to third parties. As a result, the

Company has no Executive Directors, employees,

or internal operations. The Company has therefore

not reported further in respect of these provisions.

Remuneration report

The Directors who served in the period

from 1 January 2023 to 31 December 2023

received the fees detailed on the next page.

No taxable benefits were paid to Directors in

respect of this period and no remuneration

above that was paid to the Directors for their

services. Remuneration paid reflects the duties

and responsibilities of the Directors and the

value of their time. No element of the Directors’

remuneration is performance-related.

Directors’ fees and expenses

Fees are pro-rated where an appointment takes

place during a financial year. None of the fees

disclosed below were payable to third parties

by the Company. Chris Ambler is obliged to pay

20% of the fee he receives from the Company

for his services as a Non-Executive Director

to a third-party, being the company to which

he is appointed as an Executive Director.

Directors are remunerated in the form of fixed fees

Director Position Annual Fees 2022 (GBP) Fee increase (GBP)

Annual Fees effective from

1 July 2023 (GBP)

Tim Breedon Chairman 125,000

–

125,000

Susie Farnon Audit Committee Chair 55,000 6,000 61,000

Chris Ambler NED 45,000 5,000 50,000

Mike Bane NED 45,000 5,000 50,000

Stephanie Coxon NED 45,000 5,000 50,000

Total 315,000 21,000 336,000

The Board currently comprises five Directors. The

Directors are entitled to be reasonably reimbursed

for expenses incurred in the exercise of their duties

as Directors. There having been no changes to

Directors’ fees since IPO, it was determined that an

increase of 11% should be applied effective from

1 July 2023. No change was made to the Chairman’s

fee. Details are set out in the table below.

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OVERVIEW GLOSSARY

Directors’ remuneration report continued

Remuneration policy

The Company’s remuneration policy is that

fees payable to Directors should reflect the

time they spend on the Company’s affairs

and the responsibilities they bear.

The fees should also be sufficient to attract,

retain, and motivate Directors of a quality

required to run the Company successfully.

Expenses paid to the Directors in the period are listed in the table below

Directors’ fees and expenses for the year to 31 December 2023

Director Fees (GBP) Expenses (GBP) Fees (EUR) Expenses (EUR)

Tim Breedon 125,000 422 143,843 485

Susie Farnon 58,000 1,161 66,744 1,341

Chris Ambler 47,500 1,562 54,661 1,785

Mike Bane 47,500 1,473 54,661 1,695

Stephanie Coxon 47,500 284 54,661 328

Total 325,500 4,902 374,570 5,634

Directors’ holdings at 31 December 2023

Voting rights % of voting rights

Director Class of share Shares held Direct Indirect Direct Indirect

Tim Breedon Ordinary shares of NPV

70,000 70,000

–

0.014%

–

Susie Farnon Ordinary shares of NPV

43,600 43,600

–

0.009%

–

Chris Ambler Ordinary shares of NPV

33,796 33,796

–

0.007%

–

Mike Bane Ordinary shares of NPV

18,749 18,749

–

0.004%

–

Stephanie Coxon Ordinary shares of NPV

10,000 10,000

–

0.002%

–

1. No par value

58 | Apax Global Alpha | Annual Report and Accounts | 2023

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Directors’ report

The Company’s registered office and principal

place of business is East Wing, Trafalgar Court,

Les Banques, St Peter Port, Guernsey GY1 3PP

Listing on the London Stock Exchange

On 15 June 2015, the entire issued ordinary

share capital of the Company was admitted to

the Premium Listing segment of the Official

List of the Financial Conduct Authority and

to unconditional trading on the London Stock

Exchange’s Main Market for listed securities.

Dividend

The Directors have approved a dividend of 5.64

pence per share as a final dividend in respect of the

financial period ended 31 December 2023 (2022:

5.82 pence). An interim dividend of 5.70 pence

was paid on 3 October 2023 (2022: 6.00 pence).

Board of Directors

Biographies of the Board of Directors,

including details of their relevant experience,

are available on the Company’s website at:

www.apaxglobalalpha.com/about-us/board-

and-governance?tab=board-of-directors

The Non-Executive Directors do

not have service agreements.

Power of Directors

The business of the Company is managed

by the Directors who may exercise all the

powers of the Company, subject to any

relevant legislation, any directions given by the

Company by passing a special resolution and

to the Company’s Articles of Incorporation (the

“Articles”). The Articles, for example, contain

specific provisions concerning the Company’s

power to borrow money and issue shares.

Appointment and removal of Directors

Rules relating to the appointment and removal

of the Directors are contained within the

Company’s Articles, which can be found in full on

the Company’s website at: www.apaxglobalalpha.

com/about-us/board-and-governance

Amendment of articles of incorporation

The Company may only make amendments

to the Articles of Incorporation of the

Company by way of special resolution of the

shareholders, in accordance with The Companies

(Guernsey) Law, 2008, as amended.

Employees

The Company does not have any employees.

The Directors submit their annual report together with the audited financial

statements of the Company for the year ended 31 December 2023.

Political donations and expenditure

The Company has made no political donations in

the period since incorporation or since admission.

Share capital

As at the date of this report, the Company had

an issued share capital of €873.8m. The rights

attaching to the shares are set out in the Articles

of Incorporation. There are no restrictions on

the transfer of ordinary shares in the capital of

the Company other than those which may be

imposed by law from time to time. There are no

special control rights in relation to the Company’s

shares and the Company is not aware of any

agreements between holders of securities that

may result in restrictions on the transfer of

securities or on voting rights, except for the

lock-ups agreed at the time of admission as set

out in the prospectus. In accordance with the

Disclosure Guidance and Transparency Rules,

Board members and certain employees of the

Company’s service providers are required to

seek approval to deal in the Company’s shares.

Allotment of shares and pre-emption rights

Details of the Company’s ability to allot

shares and pre-emption rights are included

in the Articles of Incorporation.

Voting rights

In a general meeting of the Company, on a

show of hands, every member who is present

in person or by proxy and entitled to vote shall

have one vote. On a poll, every member who is

present in person or by proxy shall have one vote

for every share of which they are the holder.

Restrictions on voting

Unless the Directors otherwise determine,

a shareholder shall not be entitled to

vote either personally or by proxy:

• if any call or other sum currently

payable to the Company in respect

of that share remains unpaid; or

• having been duly served with a notice requiring

the disclosure of a member’s interests given

under article 10 of the Articles of Incorporation

of the Company, and has failed to do so

within 14 days, in a case where the shares

in question represent at least 0.25% of the

number of shares in issue of the class of

shares concerned, or within 28 days, in any

other case, from the date of such notice.

Directors’ interest in shares

The Directors’ share interests in the

Company are detailed on the prior page.

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Significant agreements

The following agreements are considered

significant to the Company:

• AGML as Investment Manager under the terms

of the Investment Management Agreement;

• Aztec Group as Administrator,

Company Secretary and Depositary

under the Administration Agreement

and Depositary Agreement;

• Apax Partners Funds Services Limited

(“APFS”) and Apax Partners LLP Services

Agreement for investor relations services;

• Link as Registrar under the Registration

Agreement; — Jefferies International

as corporate broker; and

• KPMG as appointed external auditor.

Compensation for loss of office

There are no agreements between the

Company and its Directors providing for

compensation for loss of office that occurs

because of a change of control.

Disclosures required under listing rule 9.8.4R

There are no disclosures required

under Listing Rule section 9.8.4R.

Events after the reporting period

The Audit Committee noted that there

were three post-balance sheet events:

• on 1 March 2024, Karl Sternberg was appointed

Non-Executive Director of the Board. On the

same day, Chris Ambler resigned as a Director,

having served on AGA’s Board for nearly 9 years.

• On 1 March 2024, the Company’s revolving

credit facility was extended by six months,

with a new expiry date of 4 September 2026.

• on 5 March 2024, the Board of Directors

announced a dividend of 5.64 pence

per share in respect of the financial

period ended 31 December 2023.

Going concern

After making enquiries and given the nature

of the Company and its investments,

the Directors, after due consideration,

conclude that the Company should be able

to continue for the foreseeable future.

In reaching this conclusion, the Board is mindful

of the nature of the Company’s assets and

ability to meet its liabilities as they fall due.

Further details of the Board’s considerations

in relation to going concern and the effect

of the discontinuation resolution to be put

to shareholders at the 2024 AGM are set

out in note 2 to the financial statements.

Accordingly, they are satisfied that it is

appropriate to adopt the going concern basis

in preparing these financial statements.

Disclosure of information to the auditor

Having made enquiries of fellow Directors

and key service providers, each of

the Directors confirms that:

• to the best of their knowledge and belief,

there is no relevant audit information of which

the Company’s auditor is unaware; and

• they have taken all the steps a Director

might reasonably be expected to have taken

to be aware of relevant audit information

and to establish that the Company’s

auditor is aware of that information.

Reappointment of auditor

Resolutions for the reappointment of KPMG Channel

Islands Limited as the auditor of the Company

and to authorise the Directors to determine its

remuneration are to be proposed at the next AGM.

As is good practice, the contract is reviewed

regularly and put out to tender every ten years and

a review will take place in the second half of 2024.

AGM

The next AGM will be held on 1 May 2024 at 11.15 am

(UK time) at East Wing, Trafalgar Court, Les Banques,

St Peter Port, Guernsey, Channel Islands GY1 3PP.

The Company’s articles require a resolution

to be put to shareholders on a periodic basis

regarding the continuation of the Company.

Accordingly, a “Discontinuation Resolution”

will be put forward at the 2024 AGM.

Material interests in shares

The Company has been notified in accordance

with DTR 5 of the Disclosure Guidance and

Transparency Rules of the interests in its

issued ordinary shares as at 31 December

2023 detailed in the table on the right.

Table of shareholders over 5% at 31 December 2023

Voting rights % of voting rights

Shareholder. CLASS OF SHARE Shares held Direct Indirect Direct Indirect Threshold

Berlinetta Limited Ordinary shares of NPV

28,778,552 28,778,552

–

5.9%

–

Rathbones Group PLC Ordinary shares of NPV

27,988,583 27,988,583 – 5.7%

–

Witan Investment Trust Ordinary shares of NPV

27,890,000 27,890,000 – 5.7%

–

1. The figures shown above reflect

the position of the shareholders

as most recently disclosed to

and by the Company pursuant

to DTR 5.1 (Notification of the

acquisition or dispsal of major

shareholdings) and may not

reflect the actual or current

position of the shareholders as

at the date of this report

2. No par value

The notice, agenda and form of proxy will be

circulated to shareholders at least 21 working

days prior to the AGM and will be made available

on the UK National Storage Mechanism and the

Company’s website at: www.apaxglobalalpha.com

Shareholders will be able to attend the AGM

in person or dial in remotely to listen to the

AGM. Shareholders can submit questions

in advance to the Company Secretary by

email at: AGA-admin@aztecgroup.co.uk

The Directors’ report has been approved by

the Board and is signed on its behalf by:

Tim Breedon CBE

| Chairman

4 March 2024

60 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

Viability statement

The company’s main corporate objective is to

provide shareholders with capital appreciation from

its investment portfolio and regular dividends. The

Directors, in assessing the viability of the Company,

have paid particular attention to the risks faced

by the Company in seeking to achieve its stated

objectives. The principal risks are set out on p.63 to

p.65. The Board has established a risk management

framework within which the Investment Manager

operates and which is intended to identify, measure,

monitor, report and, where appropriate, mitigate

the risks to the Company’s investment objective.

The Directors confirm that their assessment

of the emerging and principal risks facing the

Company was robust and in doing so they have

considered models projecting future cash flows

during the three years to 31 December 2026.

These models have also been stress tested

to reflect the impact on the portfolio of some

severe but plausible scenarios similar to those

experienced by investment markets recently

and historically. The projections consider cash

balances, covenants, limits, the split of the

investment portfolio, and commitments to

existing and future Apax Funds. The stress testing

examines the potential impact of the principal

risks occurring individually and together.

These projections are based on the Investment

Manager’s expectations of future investment

performance, income, and costs. The viability

assessment covers a period of three years, which

reflects the average holding period of Debt

Investments and the expected period between

the launch of new buyout funds by Apax.

The Company also has access to a significant

credit facility to enable it to manage cash

demands without resorting to urgent sales of its

less liquid portfolio assets. As at 31 December

2023, the RCF was undrawn. Diversification of

the portfolio, split between Private Equity and

Debt Investments, also helps the Company

withstand the risks it is most likely to meet.

The continuation of the Company in its present

form is dependent on the Investment Management

Agreement (“IMA”) with the Investment Manager

remaining in place. The Directors note that the

IMA with the Investment Manager is terminable

with a minimum of one year’s notice by either

party. The Directors have no current reason to

believe that either the Company or the Investment

Manager would serve notice of termination of

the IMA during the three-year period covered by

this viability statement. The initial term of the IMA

was six years, and it was automatically renewed

on 15 June 2021 for another three years.

The Articles require that the Directors put a

discontinuation resolution to the AGM every

three years, with the next resolution being put

forward at the upcoming 2024 AGM. Following

recent investor feedback and the result of the

2021 AGM, where 99.8% of votes cast supported

a continuation of the Company, the Directors have

reasonable grounds to believe that it is unlikely

that the extraordinary resolution would be passed

and for the purposes of the viability assessment

they have assumed that it will not do so.

The Directors, having duly considered the risks

facing the Company, their mitigation and the cash

flow modelling, have a reasonable expectation

that the Company will be able to continue in

operation and meet its liabilities as they fall due

over the three-year period of their assessment.

For more information on how AGA is satisfied with

its ability to operate as a going concern, see p.77.

The Directors have duly considered the risks facing the Company

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Statement of Directors’ responsibilities

The Directors are responsible for preparing

the annual report and financial statements in

accordance with applicable law and regulations.

Company Law requires the Directors to prepare

financial statements for each financial year.

Under that law they are required to prepare

financial statements that show a true and fair

view. The Directors have chosen to prepare

the financial statements in accordance with

International Financial Reporting Standards

(“IFRS”) as adopted by the EU to meet the

requirements of applicable law and regulations.

Under Company Law, the Directors must

not approve the financial statements unless

they are satisfied that they give a true and fair

view of the state of affairs of the Company

and of the profit or loss of the Company

for that period. In preparing these financial

statements, the Directors are required to:

• select suitable accounting policies

and apply them consistently;

• make judgements and estimates that

are reasonable, relevant and reliable;

• state whether applicable accounting

standards have been followed, subject

to any material departures disclosed and

explained in the financial statements;

• assess the Company’s ability to continue as

a going concern, disclosing, as applicable,

matters related to going concern; and

• use the going concern basis of accounting

unless they either intend to liquidate the

Company or to cease operations, or have

no realistic alternative but to do so.

The Directors are responsible for keeping proper

accounting records, that are sufficient to show and

explain the Company’s transactions and disclose

with reasonable accuracy at any time the financial

position of the Company and to enable them

to ensure that the financial statements comply

with the Companies (Guernsey) Law, 2008 (as

amended). They are responsible for such internal

control as they determine is necessary to enable

the preparation of financial statements that are

free from material misstatement, whether due to

fraud or error. They have general responsibility for

taking such steps as are reasonably open to them

to safeguard the assets of the Company and to

prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance

and integrity of the corporate and financial

information included on the Company’s website.

Legislation in Guernsey governing the preparation

and dissemination of financial statements may

differ from legislation in other jurisdictions.

Responsibility statement of the Directors

in respect of the annual financial report

The annual report and financial statements

are the responsibility of, and have been

approved by, the Directors who confirm, to the

best of their knowledge and belief, that they

have complied with the above requirements

in preparing the financial statements.

During the course of this assessment, the

Directors have received input from the Audit

Committee, the Investment Manager, the

Investment Advisor, the Company Secretary and

Administrator, and the Directors confirm that:

Annual report and financial statements

• the annual report includes a fair review of the

development and performance of the business

and the position of the Company, together

with a description of the principal risks and

uncertainties that the Company faces; and

• the financial statements, prepared in accordance

with IFRS adopted by the EU, give a true and fair

view of the assets, liabilities, financial position

and results of the Company, taken as a whole,

as required by DTR 4.1.6, and are in compliance

with the requirements set out in the Companies

(Guernsey) Law 2008 (as amended); and

the annual report and financial statements,

taken as a whole, provide the information

necessary to assess the Company’s position

and performance, business model and strategy,

and is fair, balanced and understandable.

Signed on behalf of the Board of Directors by:

Tim Breedon CBE

| Chairman

4 March 2024

Susie Farnon | Non-Executive Director

4 March 2024

62 | Apax Global Alpha | Annual Report and Accounts | 2023

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Risk management framework

The Board has established a set of risk management policies, procedures and controls,

and maintains oversight through regular reviews by the Board and the Audit Committee.

The Board and Audit Committee monitor the

Company’s principal risks on a quarterly basis and

a more detailed review is done at least annually.

The risk governance framework is designed to

identify, evaluate and mitigate the risks deemed by

the Board as being of significant relevance to the

Company’s business model and to reflect its risk

profile and risk appetite. The underlying process

aims to assist the Board to understand and where

possible mitigate, rather than eliminate, these

risks and, therefore, can only provide reasonable

and not absolute assurance against loss.

The Board regularly reviews a register of principal

risks and uncertainties (the “Risk Register”)

maintained on behalf of the Board by the Company

Secretary. The Risk Register serves as a detailed

assessment and tracking undertaken by the

Board of the Company’s exposure to risks in three

core categories: strategic and business risks,

operational risk, and financial and portfolio risks.

Ownership and governance

While the Board remains ultimately responsible

for the identification and assessment of risk, as

well as implementing and monitoring procedures

to control such risks, and for reviewing them on

a regular basis, the Board places reliance on its

key service providers, to whom it has delegated

aspects of the day-to-day management of the

Company. This delegation includes the design

and implementation of controls over risks.

The Board undertakes an annual review of its risk

appetite, considering recommendations from

the Audit Committee and key service providers

responsible for implementing the controls related

to risks identified by the Board, as noted above.

The Board and Audit Committee consider existing

and emerging risks at each quarterly Board

meeting and more frequently if necessary.

Investment performance

In accordance with the Investment Management

Agreement between the Company and

the Investment Manager, responsibility for

delivering investment performance in line

with the Company’s strategic and business

objectives, as well as remaining within the

parameters of its investment risk appetite,

is delegated to the Investment Manager.

The Board approves commitments to new

Private Equity funds whilst the remaining

investment decisions are taken by the

Investment Manager within parameters of

authority approved by the Board, while separate

risk functions within the Investment Manager

support and review decision-making.

Risk assessment

In assessing each category of risk, the Board

considers systemic and non-systemic risks as well

as the control framework established to reduce

the likelihood and impact (the “residual risk rating”)

of individual inherent risks. The Board does not

consider political risk in isolation but incorporates

it within its consideration of other principal risks.

The Board is not, practically, in a position to

consider every risk. However, where possible, it

does seek to identify, assess and mitigate remote

and emerging risks which might have a significant

consequence or might not be controllable.

In considering the framework around the policies

and procedures adopted to reduce the potential

impact of individual risks, the Board takes account

of the nature, scale and complexity of the

Company, its investment objectives and strategy,

and the role of the key service providers.

The wider control environment of the Company

includes the policies and procedures adopted by

the key service providers. The Board considers

these policies and procedures in its assessment

of individual risks and emerging risks. The Board

seeks regular reporting and assurance from its

main service providers on the robustness of

their control environments and, based on such

assurances, assesses the suitability, adequacy

and relevance of those policies and procedures.

Individual risks are assessed based on the

likelihood of occurrence and consequential

impact. For the avoidance of doubt, likelihood and

consequence are assessed after considering the

mitigating effect of the control framework. Risks

are then ranked in order of residual risk rating

likelihood and then consequence. Judgement is

applied in determining which risks rank above the

others where such risks have the same residual

risk rating, likelihood and consequence.

Emerging risks are identified and assessed as part

of the quarterly review process undertaken by

the Board and Audit Committee. These are risks

that may have a material effect on the Company

if they were to occur. Where possible, mitigating

measures are considered by the Board but due to

the unknown nature of future events the impact

of these risks may not materialise. There were

no emerging risks identified in the period.

Though not included in the key principal risks

highlighted on the following page, the Board does

monitor ESG within its risk register. The Board

assesses its impact on the wider Company risks,

including performance risk, and reputational risk

and reviews the mitigating measures in place.

The Board recognises that it has limited

control over many of the risks it faces, such

as political and macroeconomic events and

changes in the regulatory environment, and

it periodically reviews the potential impact of

such ongoing risks on the business and actively

considers them in its decision-making.

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Principal risks

The Company’s principal risks are split

between three main risk categories

The Board is ultimately accountable for eff ective

risk management aff ecting the Company.

The Audit Committee has undertaken an exercise

to identify, assess and manage the risk within

the Company. The principal risks identifi ed have

been assessed based on residual likelihood and

consequence and are summarised on the heat map:

Strategic and Business

SB1: Company performance

SB2: Discount to NAV

SB3: Market risk

SB4: Economic environment

Operational

OP1: Continuity risk

OP2: Service provider risk

Financial and portfolio

FR1: Liquidity risk

FR2: Currency risk

FR3: Portfolio risk

SB4SB2

FR1

OP2

OP1 SB3

FR2 FR3

SB1

Consequence

Low High

Likelihood

Low High

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Item Risk Current year assessment Mitigating measures Risk status

SB1 Company performance

The target return and target dividend yield

are based on estimates and assumptions.

The actual rate of return and dividend

yield may be lower than targets.

The Company had a Total NAV Return of 4.1% during the period

with both the Private Equity and Debt Investments portfolios

contributing to returns – please refer to the performance

review section from p.17 to p.20 for further details.

• Performance, positioning and investment restrictions are

analysed and monitored constantly by the Investment Manager

• Investment performance is reviewed, challenged, and monitored

by the Board. The Board continues to monitor emerging

risks that may impact the Company’s performance

SB2 Discount to NAV

Persistent high discount to NAV and market

pressure for companies to implement

share buyback programmes may create

dissatisfaction amongst shareholders.

The Company’s shares continued to trade at a discount

to NAV during the year, with the rolling one-year discount

exceeding 23% throughout the year. The increase is

partly attributable to broader equity market volatility.

In light of the widening discount, the Board undertook

a detailed review of the Company’s capital allocation

policy in the context of future Private Equity calls and

the capacity of AGA’s RCF and Debt portfolio.

• The Company returns capital to shareholders via the existing

dividend policy of 5% of NAV p.a. Any additional mechanism

of returning capital to shareholders is kept under review in

the context of the Company’s available liquid resources

• The Board receives weekly reports from its corporate

broker and updates from the Investment Advisor’s

investor relations team on a quarterly basis

• These reports provide insight into shareholder sentiment,

movements in the NAV and share price discount and an

assessment of discount management strategies if required

SB3 Market risk

Increases in borrowing costs

negatively impact NAV.

Central banks continued to increase interest rates during

the year as they tried to cool down inflation.

The Board noted that although AGA’s revolving credit facility is floating

rate, the potential impact is limited as it is not used for structural

leverage and was undrawn at 31 December 2023. Additionally, the

Company’s Debt Investments portfolio is primarily invested in floating

rate instruments which re-fix regularly and any upward changes to

interest rates tend to have a positive impact on interest income.

For more details on the potential impact on the underlying

Private Equity portfolio companies see p.15 and p.16.

• The Board has delegated viability/cash flow projections and

modelling to the Investment Manager. They include the impact

of increased borrowings under a number of stress test scenarios

and note that even if fully drawn the impact of increased

borrowing costs are offset by the invested Debt portfolio

SB4 Economic environment

Increasing inflation, geopolitical uncertainty,

and the potential impact of interest

rate movements on equity valuations

could lead to increased NAV volatility.

Geopolitical uncertainty remained heightened, persistent

inflation and interest rate rises all contributed to a volatile

macroeconomic environment, however the second half of the year

saw inflation slowing and growth is expected to remain sluggish.

• The Board receives quarterly reports from its Investment Manager

and the Investment Advisor on performance and asset allocation

• The underlying Private Equity portfolio is diversified

across sub-sectors which are less affected by the

impacts of inflation and geopolitical uncertainty

SB Strategic and business risks

OP Operational risks

FR Financial and portfolio risks

Increase

No change

Decrease

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Item Risk Current year assessment Mitigating measures Risk status

OP1 Continuity risk

Business continuity, including that provided

by service providers, may be impacted by a

natural disaster, cyber-attack, infrastructure

damage or other “outside” factors.

During the year, the Company’s key service providers reported

that their business continuity plans remained in place and

that they have remained appropriate and effective.

• All key service providers have in place business continuity

procedures which are tested on a regular basis and are subject

to minimum regulatory standards in their jurisdictions

OP2 Service provider risk

Control failures at key service providers

may result in decreased service quality,

loss of information, information

security breach, theft or fraud.

Control failures at key service providers are reported and reviewed.

No material issues were brought to the Board’s attention or identified

as part of the formal review conducted by the Board and no issues

were reported resulting in a reduction in the consequence rating.

• The Board conducts a formal review of all key

service providers on an annual basis

• All key service providers have controls and procedures

in place to mitigate risks related to the loss of

information, security breaches, theft and fraud

FR1 Liquidity risk

Decreases in the value of investments due

to market weakness may affect the pace

and value of realisations, leading to reduced

liquidity and/or ability to maintain credit

facilities and meet covenant requirements.

The Board recognises the macroenvironment surrounding the

Apax Funds has been volatile and uncertainty remains going

forward into the next year. The Apax Funds continued to see

good levels of investment activity. See p.27 for more details.

The Debt Investments portfolio has benefitted from the

increased interest rates resulting in higher levels of income

for the Company, remaining a reliable source of cash flow.

The Board regularly assesses liquidity in highly stressed conditions

as part of its assessment to continue as a going concern.

Further details are given in the viability statement on p.60.

• Cash flow modelling is prepared and tested

under various stress test scenarios

• Revolving credit facility is available in the

event of substantial liquidity issues

• The investing Apax Funds operate capital call facilities

which provide good visibility of future expected calls

• A higher proportion of the Debt Investments portfolio is

invested in first lien instruments which have better liquidity

• The majority of the Debt Investments portfolio is invested in

floating rate instruments providing a strong income yield

FR2 Currency risk

The Company has established a global

investment mandate and has appointed an

Investment Manager whose policy is to not

hedge currency exposures. Movements in

exchange rates create NAV volatility when

the value of investments is translated into the

Company’s reporting currency (the Euro).

The depreciation of the US dollar against the Euro led

to weaker returns being reported in the year than were

achieved by the investment portfolio in local currency

terms. The Company’s sensitivity to movements in

exchange rates is explained in detail in note 12.

• The Investment Manager has implemented an investment framework

to manage and monitor the investment portfolio of the Company

• Currency exposure analysis and monitoring

forms part of the investment framework

• The Investment Manager maintains a monitoring

tool that constantly tracks portfolio exposures

• Transparency allows investors to hedge

their own exposure as desired

FR3 Portfolio risk

Risk of error, process failure or

incorrect assumptions lead to incorrect

valuation of portfolio holdings.

The majority of the Company’s assets are in Private Equity, which

are valued based on NAV statements provided by the Apax Funds.

The Company’s Debt Investments portfolio is valued based

on broker quotes and/or models which use market inputs.

• The Investment Manager prepares the valuations on a quarterly basis

• The review process includes a meeting with the Board and Investment

Advisor where the key assumptions are challenged and explained

• AGA valuations are reviewed by the Company’s auditors

in June and audited in December each year

SB Strategic and business risks

OP Operational risks

FR Financial and portfolio risks

Increase

No change

Decrease

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Financial Statements &

Shareholder Information

- Administration

- Investment policy

- AIFMD

Quarterly returns since 1Q19

Portfolio allocation since 1Q19

Summary of fees

Ongoing charges in the

reported period

Financial Statements

Independent auditor’s report

Statement of fi nancial position

Statement of profi t or loss and

other comprehensive income

Statement of changes in equity

Statement of cash fl ows

Notes to the fi nancial statements

108

109

110

112

114

115

116

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Financial statements \ independent auditor’s report

To the members of Apax Global Alpha Limited

Our opinion is unmodified

We have audited the financial statements of Apax

Global Alpha Limited (the “Company”), which

comprise the statement of financial position as at

31 December 2023, the statements of profit or

loss and other comprehensive income, changes

in equity and cash flows for the year then ended,

and notes, comprising material accounting

policies and other explanatory information.

In our opinion, the accompanying

financial statements:

• give a true and fair view of the financial position

of the Company as at 31 December 2023, and of

the Company’s financial performance and cash

flows for the year then ended;

• are prepared in accordance with International

Financial Reporting Standards as adopted

by the EU; and

• comply with the Companies (Guernsey) Law,

2008.

Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK) (“ISAs

(UK)”) and applicable law. Our responsibilities

are described below. We have fulfilled our ethical

responsibilities under, and are independent of

the Company in accordance with, UK ethical

requirements including the FRC Ethical Standard

as required by the Crown Dependencies’ Audit

Rules and Guidance. We believe that the audit

evidence we have obtained is a sufficient

and appropriate basis for our opinion.

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Financial statements \ independent auditor’s report continued

Key audit matters: our assessment of

the risks of material misstatement

Key audit matters are those matters that, in our

professional judgement, were of most significance

in the audit of the financial statements and include

the most significant assessed risks of material

misstatement (whether or not due to fraud)

identified by us, including those which had the

greatest effect on: the overall audit strategy; the

allocation of resources in the audit; and directing

the efforts of the engagement team. These

matters were addressed in the context of our

audit of the financial statements as a whole, and

in forming our opinion thereon, and we do not

provide a separate opinion on these matters. In

arriving at our audit opinion above, the key audit

matter was as follows (unchanged from 2022):

The risk Our response

Valuation of financial assets and

liabilities held at fair value through

profit or loss (“investments”)

Financial assets – €1,200,989,000

Financial liabilities – (€495,000)

(2022 Financial assets – €1,241,200,000)

(2022 Financial liabilities – (€6,063,000))

Refer to p.54 in the Role of the Audit

Committee, note 3 (Initial recognition

and subsequent measurement

of financial instruments), note 4

(Critical accounting estimates and

judgements), note 8 (Investments) and

note 13 (Fair value estimation).

Basis

As at 31 December 2023, the Company had

invested the equivalent of 93% of its net

assets in private equity funds advised by the

Company’s Investment Advisor (“Private Equity

Investments”), and in debt and equities in public

and private companies (“Debt Investments”

and “Derived Equity” respectively).

The Company’s holdings in Private Equity

Investments (representing 74% of

Investments) are valued based on the net

asset values provided by the underlying funds’

general partners, adjusted if considered

necessary by the Board of Directors, including

any adjustment necessary for carried interest.

The Company’s holdings in quoted equities

(representing 1% of Investments) are

valued based on the bid or last traded price

depending upon the convention of the

exchange on which the investment is quoted.

The Company’s holdings in unquoted

debt and equities (representing 25% of

Investments) are valued based on models

that take into account the factors relevant

to each investment and use relevant third-

party market data where available.

Risk

The valuation of the Company’s Investments is

considered a significant area of our audit, given

that it represents the majority of the net assets

of the Company and in view of the significance

of estimates and judgements that may be

involved in the determination of fair value.

Our audit procedures included:

Internal controls

We assessed the design and implementation

of the Investment Manager’s review control

in relation to the valuation of Investments.

Challenging managements’

assumptions and inputs including

use of KPMG valuation specialists

For Private Equity Investments, we agreed the

fair values to capital account or other similar

statements (“Statements”) received from the

underlying funds’ general partners. For the

majority of Private Equity Investments, we

obtained the coterminous audited financial

statements and agreed the audited net asset

value to the Statements. In order to assess

whether the fair value required adjustment,

we considered: the basis of preparation

together with accounting policies applied;

and whether the audit opinion was modified.

For Debt Investments and Derived Equity,

we used our own valuation specialist to

independently price 100% of quoted

equities and 100% of Debt Investments

based on third-party data sources.

Assessing disclosures

We also considered the Company’s

disclosures (see note 4) in relation to the use

of estimates and judgements regarding the

fair value of investments and the Company’s

investment valuation policies adopted and fair

value disclosures in note 3, note 8 and note

13 for compliance with International Financial

Reporting Standards as adopted by the EU.

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Financial statements \ independent auditor’s report continued

Our application of materiality and an

overview of the scope of our audit

Materiality for the financial statements as a whole

was set at €26,000,000, determined with reference

to a benchmark of net assets of €1,294,164,000, of

which it represents approximately 2% (2022: 2%).

In line with our audit methodology, our procedures

on individual account balances and disclosures

were performed to a lower threshold, performance

materiality, so as to reduce to an acceptable

level the risk that individually immaterial

misstatements in individual account balances

add up to a material amount across the financial

statements as a whole. Performance materiality

for the Company was set at 75% (2022: 75%) of

materiality for the financial statements as a whole,

which equates to €19,500,000. We applied this

percentage in our determination of performance

materiality because we did not identify any

factors indicating an elevated level of risk.

We reported to the Audit Committee

any corrected or uncorrected identified

misstatements exceeding €1,300,000, in

addition to other identified misstatements that

warranted reporting on qualitative grounds.

Our audit of the Company was undertaken to the

materiality level specified above, which has informed

our identification of significant risks of material

misstatement and the associated audit procedures

performed in those areas as detailed above.

Going concern

The directors have prepared the financial

statements on the going concern basis as they

do not intend to liquidate the Company or to

cease its operations, and as they have concluded

that the Company’s financial position means

that this is realistic. They have also concluded

that there are no material uncertainties that

could have cast significant doubt over its ability

to continue as a going concern for at least a

year from the date of approval of the financial

statements (the “going concern period”).

In our evaluation of the Directors’ conclusions, we

considered the inherent risks to the Company’s

business model and analysed how those risks might

affect the Company’s financial resources or ability

to continue operations over the going concern

period. The risks that we considered most likely to

affect the Company’s financial resources or ability

to continue operations over this period were:

• availability of capital to meet operating

costs and other financial commitments;

• the recoverability of financial assets

subject to credit risk; and

• the outcome of the upcoming

discontinuation vote.

We considered whether these risks could

plausibly affect the liquidity in the going concern

period by comparing severe, but plausible

downside scenarios that could arise from these

risks individually and collectively against the

level of available financial resources indicated

by the Company’s financial forecasts.

We also considered the risk that the outcome of

the discontinuation vote could affect the going

concern period, by considering the outcome of the

previous discontinuation vote held by the Company,

general voting records of shareholders, assessing

the indications of intent from key shareholders, and

considering key financial metrics including discount

of the Company’s share price against its reported

net asset value per share, over the past 12 months.

We considered whether the going concern

disclosure in note 2 to the financial statements

gives a full and accurate description of the

directors’ assessment of going concern.

Our conclusions based on this work:

• we consider that the Directors’ use of the going

concern basis of accounting in the preparation

of the financial statements is appropriate;

• we have not identified, and concur with

the Directors’ assessment that there

is not, a material uncertainty related to

events or conditions that, individually or

collectively, may cast significant doubt on

the Company’s ability to continue as a going

concern for the going concern period; and

• we have nothing material to add or draw attention

to in relation to the Directors’ statement in

the notes to the financial statements on the

use of the going concern basis of accounting

with no material uncertainties that may cast

significant doubt over the Company’s use of

that basis for the going concern period, and

that statement is materially consistent with the

financial statements and our audit knowledge.

However, as we cannot predict all future events or

conditions and as subsequent events may result in

outcomes that are inconsistent with judgements

that were reasonable at the time they were

made, the above conclusions are not a guarantee

that the Company will continue in operation.

Fraud and breaches of laws and

regulations – ability to detect

Identifying and responding to risks of

material misstatement due to fraud

To identify risks of material misstatement

due to fraud (“fraud risks”) we assessed

events or conditions that could indicate an

incentive or pressure to commit fraud or

provide an opportunity to commit fraud. Our

risk assessment procedures included:

• enquiring of management as to the Company’s

policies and procedures to prevent and detect

fraud as well as enquiring whether management

have knowledge of any actual, suspected or

alleged fraud;

• reading minutes of meetings of those

charged with governance; and

• using analytical procedures to identify any

unusual or unexpected relationships.

As required by auditing standards, we perform

procedures to address the risk of management

override of controls, in particular the risk that

management may be in a position to make

inappropriate accounting entries. On this audit

we do not believe there is a fraud risk related to

revenue recognition because the Company’s

revenue streams are simple in nature with respect

to accounting policy choice, and are easily verifiable

to external data sources or agreements with little or

no requirement for estimation from management.

We did not identify any additional fraud risks.

We performed procedures including:

• identifying journal entries and other

adjustments to test based on risk criteria

and comparing any identified entries

to supporting documentation; and

• incorporating an element of unpredictability

in our audit procedures.

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Financial statements \ independent auditor’s report continued

Identifying and responding to risks of material

misstatement due to non-compliance

with laws and regulations

We identified areas of laws and regulations that

could reasonably be expected to have a material

effect on the financial statements from our

sector experience and through discussion with

management (as required by auditing standards),

and from inspection of the Company’s regulatory

and legal correspondence, if any, and discussed

with management the policies and procedures

regarding compliance with laws and regulations. As

the Company is regulated, our assessment of risks

involved gaining an understanding of the control

environment including the entity’s procedures

for complying with regulatory requirements.

The Company is subject to laws and regulations

that directly affect the financial statements

including financial reporting legislation and

taxation legislation and we assessed the

extent of compliance with these laws and

regulations as part of our procedures on

the related financial statement items.

The Company is subject to other laws and

regulations where the consequences of non-

compliance could have a material effect on

amounts or disclosures in the financial statements,

for instance through the imposition of fines or

litigation or impacts on the Company’s ability

to operate. We identified financial services

regulation as being the area most likely to

have such an effect, recognising the regulated

nature of the Company’s activities and its legal

form. Auditing standards limit the required

audit procedures to identify non-compliance

with these laws and regulations to enquiry of

management and inspection of regulatory and

legal correspondence, if any. Therefore if a breach

of operational regulations is not disclosed to

us or evident from relevant correspondence,

an audit will not detect that breach.

Context of the ability of the audit to detect

fraud or breaches of law or regulation

Owing to the inherent limitations of an audit,

there is an unavoidable risk that we may not

have detected some material misstatements

in the financial statements, even though we

have properly planned and performed our audit

in accordance with auditing standards. For

example, the further removed non-compliance

with laws and regulations is from the events and

transactions reflected in the financial statements,

the less likely the inherently limited procedures

required by auditing standards would identify it.

In addition, as with any audit, there remains a

higher risk of non-detection of fraud, as this may

involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal

controls. Our audit procedures are designed

to detect material misstatement. We are not

responsible for preventing non-compliance or

fraud and cannot be expected to detect non-

compliance with all laws and regulations.

Other information

The Directors are responsible for the other

information. The other information comprises

the information included in the annual report but

does not include the financial statements and

our auditor’s report thereon. Our opinion on the

financial statements does not cover the other

information and we do not express an audit opinion

or any form of assurance conclusion thereon.

In connection with our audit of the financial

statements, our responsibility is to read the other

information and, in doing so, consider whether the

other information is materially inconsistent with the

financial statements or our knowledge obtained

in the audit, or otherwise appears to be materially

misstated. If, based on the work we have performed,

we conclude 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.

Disclosures of emerging and principal

risks and longer-term viability

We are required to perform procedures to

identify whether there is a material inconsistency

between the directors’ disclosures in respect

of emerging and principal risks and the viability

statement, and the financial statements and

our audit knowledge. We have nothing material

to add or draw attention to in relation to:

• the directors’ confirmation within the Viability

Statement (p.60) that they have carried out

a robust assessment of the emerging and

principal risks facing the Company, including

those that would threaten its business model,

future performance, solvency or liquidity;

• the emerging and principal risks disclosures

describing these risks and explaining how

they are being managed or mitigated; and

• the directors’ explanation in the Viability

Statement (p.60) as to how they have assessed

the prospects of the Company, over what period

they have done so and why they consider that

period to be appropriate, and their statement as

to whether they have a reasonable expectation

that the Company will be able to continue in

operation and meet its liabilities as they fall due

over the period of their assessment, including

any related disclosures drawing attention to

any necessary qualifications or assumptions.

We are also required to review the Viability

Statement, set out on p.60 under the Listing

Rules. Based on the above procedures, we

have concluded that the above disclosures

are materially consistent with the financial

statements and our audit knowledge.

Corporate governance disclosures

We are required to perform procedures to identify

whether there is a material inconsistency between

the directors’ corporate governance disclosures and

the financial statements and our audit knowledge.

Based on those procedures, we have concluded that

each of the following is materially consistent with

the financial statements and our audit knowledge:

• the Directors’ statement that they consider that

the annual report and financial statements taken

as a whole is fair, balanced and understandable,

and provides the information necessary for

shareholders to assess theCompany’s position

and performance, business model and strategy;

• the section of the annual report describing the

work of the Audit Committee, including the

significant issues that the Audit Committee

considered in relation to the financial statements,

and how these issues were addressed; and

• the section of the annual report that describes

the review of the effectiveness of the Company’s

risk management and internal control systems.

We are required to review the part of Corporate

Governance Statement relating to the

Company’s compliance with the provisions

of the UK Corporate Governance Code

specified by the Listing Rules for our review.

We have nothing to report in this respect.

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Financial statements \ independent auditor’s report continued

We have nothing to report on other matters on

which we are required to report by exception

We have nothing to report in respect of the following

matters where the Companies (Guernsey) Law,

2008 requires us to report to you if, in our opinion:

• the Company has not kept proper

accounting records; or

• the financial statements are not in agreement

with the accounting records; or

• we have not received all the information

and explanations, which to the best of

our knowledge and belief are necessary

for the purpose of our audit.

Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out

on p.61, the Directors are responsible for: the

preparation of the financial statements including

being satisfied that they give a true and fair view;

such internal control as they determine is necessary

to enable the preparation of financial statements

that are free from material misstatement,

whether due to fraud or error; 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 they either intend to

liquidate the Company or to cease operations,

or have no realistic alternative but to do so.

Auditor’s responsibilities

Our objectives are to obtain reasonable assurance

about whether the financial statements as a whole

are free from material misstatement, whether

due to fraud or error, and to issue our opinion in an

auditor’s report. Reasonable assurance is a high

level of assurance, but does not guarantee that

an audit conducted in accordance with ISAs (UK)

will always detect a material misstatement when

it exists. Misstatements can arise from fraud or

error and are considered material if, individually or

in aggregate, they could reasonably be expected

to influence the economic decisions of users

taken on the basis of the financial statements.

A fuller description of our responsibilities is

provided on the FRC’s website at

www.frc.org.uk/auditorsresponsibilities.

The purpose of this report and restrictions

on its use by persons other than the

Company’s members as a body

This report is made solely to the Company’s

members, as a body, in accordance with section

262 of the Companies (Guernsey) Law, 2008.

Our audit work has been undertaken so that

we might state to the Company’s members

those matters we are required to state to them

in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone

other than the Company and the Company’s

members, as a body, for our audit work, for this

report, or for the opinions we have formed.

Deborah Smith

For and on behalf of KPMG Channel Islands Limited

Chartered Accountants and Recognised Auditors

Guernsey

4 March 2024

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		31 December 2023	31 December 2022
At 31 December 2023	Notes	€’000	€’000
Assets
Non-current assets
Financial assets held at fair value through profit or loss (“FVTPL”)	8a	1,200,989	1,241,200
Total non-current assets		1,200,989	1,241,200
Current assets
Cash and cash equivalents		101,375	67,966
Investment receivables		2,540	1,699
Other receivables		2,217	429
Total current assets		106,132	70,094
Total assets		1,307,121	1,311,294
Liabilities
Financial liabilities held at FVTPL	8a	495	6,063
Investment payables		10,773	3,980
Accrued expenses		1,689	1,875
Total current liabilities		12,957	11,918
Total liabilities		12,957	11,918
Capital and retained earnings
Shareholders’ capital	14	873,804	873,804
Retained earnings		413,784	425,572
Total capital and retained earnings		1,287,588	1,299,376
Share-based payment performance fee reserve	10	6,576	–
Total equity		1,294,164	1,299,376
Total shareholders’ equity and liabilities		1,307,121	1,311,294

Tim Breedon CBE | Chairman

4 March 2024

Susie Farnon | Chair of the Audit Committee

4 March 2024

Financial statements \ statement of financial position

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Tim Breedon CBE | Chairman

4 March 2024

Susie Farnon | Chair of the Audit Committee

4 March 2024

The accompanying notes form an integral part of these financial statements.

At 31 December 2023 Notes

31 December 2023

€

31 December 2023

£ Equivalent

31 December 2022

€

31 December 2022

£ Equivalent

Net Asset Value (“NAV”) (‘000) 1,294,164 1,121,924 1,299,376 1,150,390

Performance fee reserve

(6,576) (5,701) – –

Adjusted NAV (‘000) 1,287,588 1,116,223 1,299,376 1,150,390

NAV per share 2.64 2.28 2.65 2.34

Adjusted NAV per share 2.62 2.27 2.65 2.34

At 31 December 2023

31 December 2023

(%)

31 December 2022

(%)

Total NAV Return 4.1% (7.4)%

Alternative Performance Measures

AGA uses the Alternative Performance Measures

of Adjusted NAV and Total NAV Return to

enhance transparency for shareholders. The

purpose is to show shareholders the NAV which is

due to them, net of the performance fee reserve.

Adjusted NAV is the NAV net of the

share-based payment performance fee reserve.

Adjusted NAV per share is calculated by dividing

the Adjusted NAV by the total number of shares.

Total NAV Return for the year means the return

on the movement in the Adjusted NAV per

share at the end of the year together with all

the dividends paid during the year divided by

the Adjusted NAV per share at the beginning

of the year. Adjusted NAV per share used in the

calculation is rounded to 5 decimal places.

1. The sterling equivalent has been calculated based

on the GBP/EUR exchange rate at 31 December

2023 and 31 December 2022, respectively

Financial statements \ statement of financial position continued

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		Year ended	Year ended
		31 December 2023	31 December 2022
For the year ended 31 December 2023	Notes	€’000	€’000
Income
Investment income		37,545	24,476
Net gains/(losses) on financial assets at FVTPL	8b	29,555	(119,740)
Net gains/(losses) on financial liabilities at FVTPL	8c	2,643	(6,063)
Realised foreign currency gains		439	1,276
Unrealised foreign currency losses		(210)	(74)
Total income/(loss)		69,972	(100,125)
Operating and other expenses
Performance fee	10	(6,576)	(22)
Management fee	9	(3,363)	(3,712)
Administration and other operating expenses	6	(3,328)	(2,797)
Total operating expenses		(13,267)	(6,531)
Total income/(loss) less operating expenses		56,705	(106,656)
Finance costs	11	(3,054)	(3,150)
Profit/(loss) before tax		53,651	(109,806)
Tax charge	7	(173)	(231)
Profit/(loss) after tax		53,478	(110,037)
Other comprehensive income		–	–
Total comprehensive income/(loss) attributable to shareholders		53,478	(110,037)
Earnings/(loss) per share (cents)	15
Basic and diluted		10.89	(22.41)
Adjusted		10.81	(22.41)

The accompanying notes form an integral part of these financial statements.

1. The Adjusted earnings per share has been

calculated based on the profit/(loss) attributable

to ordinary shareholders over the weighted

average number of ordinary shares in issue

adjusted for performance shares awarded on a

liquidation basis at 31 December 2023 and 31

December 2022, respectively, as per note 15

Financial statements \ statement of profit or loss and other comprehensive income

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				Total capital and	Share-based payment
		Shareholders’ capital	Retained earnings	retained earnings	performance fee reserve	Total
For the year ended 31 December 2023	Notes	€’000	€’000	€’000	€’000	€’000
Balance at 1 January 2023		873,804	425,572	1,299,376	–	1,299,376
Total comprehensive income attributable to shareholders		–	53,478	53,478	–	53,478
Share-based payment performance fee reserve movement	10	–	–	–	6,576	6,576
Dividends paid	16	–	(65,266)	(65,266)	–	(65,266)
Balance at 31 December 2023		873,804	413,784	1,287,588	6,576	1,294,164

				Total capital and	Share-based payment
		Shareholders’ capital	Retained earnings	retained earnings	performance fee reserve	Total
For the year ended 31 December 2022	Notes	€’000	€’000	€’000	€’000	€’000
Balance at 1 January 2022		873,804	607,873	1,481,677	8,390	1,490,067
Total comprehensive income attributable to shareholders		–	(110,037)	(110,037)	–	(110,037)
Share-based payment performance fee reserve movement	10	–	–	–	(8,390)	(8,390)
Dividends paid	16	–	(72,264)	(72,264)	–	(72,264)
Balance at 31 December 2022		873,804	425,572	1,299,376	–	1,299,376

The accompanying notes form an integral part of these financial statements.

Financial statements \ statement of changes in equity

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		Year ended	Year ended
		31 December 2023	31 December 2022
For the year ended 31 December 2023	Notes	€’000	€’000
Cash flows from operating activities
Interest received		37,341	23,577
Interest paid		(834)	(521)
Dividends received		250	1,815
Operating expenses paid		(9,247)	(6,038)
Tax paid		(6)	–
Capital calls paid to Private Equity Investments		(89,821)	(194,380)
Capital distributions received from Private Equity Investments		90,549	227,821
Purchase of Debt Investments		(38,367)	(53,640)
Sale of Debt Investments		100,665	39,752
Sale of Derived Equity		10,663	3,476
Net cash from operating activities		101,193	41,862
Cash flows used in financing activities
Financing costs paid		(2,813)	(2,822)
Dividends paid		(64,761)	(71,070)
Purchase of own shares		–	(8,412)
Revolving credit facility drawn	11	55,446	17,393
Revolving credit facility repaid	11	(55,446)	(17,393)
Net cash used in financing activities		(67,574)	(82,304)
Cash and cash equivalents at the beginning of the year		67,966	108,482
Net increase/(decrease) in cash and cash equivalents		33,619	(40,442)
Effect of foreign currency fluctuations on cash and cash equivalents		(210)	(74)
Cash and cash equivalents at the end of the year	12a.ii	101,375	67,966

The accompanying notes form an integral part of these condensed financial statements.

Financial statements \ statement of cash flows

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Financial statements \ notes to the financial statements

Apax Global Alpha Limited (the “Company” or “AGA”) is a limited liability Guernsey company that

was incorporated on 2 March 2015. The address of the Company’s registered office is PO Box

656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP. The Company

invests in Private Equity funds, listed and unlisted securities including debt instruments.

The Company’s main corporate objective is to provide shareholders with capital appreciation from

its investment portfolio and regular dividends. The Company’s operating activities are managed

by its Board of Directors and its investment activities are managed by Apax Guernsey Managers

Limited (the “Investment Manager”) under an investment management agreement. The Investment

Manager obtains investment advice from Apax Partners LLP (the “Investment Advisor”).

Reporting entity

Statement of compliance

The financial statements, which give a true and fair view, have been prepared in compliance with

the Companies (Guernsey) Law, 2008 and in accordance with International Financial Reporting

Standards as adopted by the European Union (“IFRS”). They are for the year from 1 January 2023 to

31 December 2023 and were authorised for issue by the Board of Directors of the Company on

4 March 2024.

Basis of measurement

The financial statements have been prepared on the historic cost basis except for financial

assets and financial liabilities, which are measured at FVTPL.

Functional and presentation currency

The financial statements are presented in euro (€), which is the Company’s functional and

presentation currency. All amounts are stated to the nearest one thousand euro unless

otherwise stated.

Investment entity

The Company has determined that it meets the definition of an investment entity in accordance

with IFRS 10 “Consolidated Financial Statements” and is therefore required to account for

subsidiaries that also qualify as investment entities at FVTPL. It does not consolidate such entities.

Under the definition of an investment entity, all three of the following tests must be satisfied:

• obtains funds from one or more investors for the purpose of providing these investors with

investment management services;

• commits to its investors that its business purpose is to invest funds solely for returns from capital

appreciation; investment income, or both (including having an exit strategy for investments); and

• measures and evaluates the performance of substantially all of its investments on a fair value basis.

The Directors consider that the Company meets the three requirements and has therefore

accounted for its investment entity subsidiaries at FVTPL. See note 4 for further details.

Going concern

The Directors consider that it is appropriate to adopt the going concern basis of accounting in

preparing the financial statements. In reaching this assessment, the Directors have considered a

wide range of information relating to present and future conditions, (for at least 12 months from

4 March 2024, the authorisation date of these financial statements), including the statement

of financial position, future projections (which include highly stressed scenarios), cash flows,

revolving credit facility, net current assets and the longer-term strategy of the Company. The

impact of inflation and geopolitical uncertainty was also considered by the Directors; and whilst

the long-term effect remains to be seen, it was noted that the direct impact on the Company’s

ability to meet its liabilities as they fall due has been limited to date. The Directors are satisfied,

based on their assessment of reasonably possible outcomes, that the Company has sufficient

liquidity, including the undrawn revolving credit facility, to meet current and expected obligations

up to the going concern horizon. They are also satisfied, based on their assessment of reasonably

possible outcomes and the results of the previous discontinuation vote, that no material

uncertainty with respect to going concern arises from the Discontinuation Vote (see below).

Discontinuation vote

The Company’s Articles require that a shareholder resolution on whether the Company should

wind-up, liquidate, reconstruct or unitise (the “Discontinuation Vote”) be presented for the third

time at the AGM in May 2024 and, if not passed, every three years thereafter. The Directors,

based on discussions with a number of key shareholders, consider that it is unlikely that a

Discontinuation Vote will be passed. Accordingly, no provisions have been made for costs that

might arise if the Company were to be liquidated, wound-up or otherwise restructured.

Basis of preparation

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The accounting policies adopted by the Company and applied consistently

in these financial statements are set out below and overleaf:

Initial recognition and subsequent measurement of financial instruments

The Company designates all financial assets and financial liabilities, except loans payable,

investment payables, other payables, investment receivables, other receivables and cash,

at FVTPL. These are initially recognised at cost which equates to the best indicator of fair

value on the trade date, the date on which the Company becomes a party to the contractual

provisions of the instrument. All transaction costs are immediately recognised in profit

or loss. Subsequently, these financial assets and financial liabilities are recognised at fair

market value. Financial assets or financial liabilities not at FVTPL are initially recognised at

cost plus transaction costs that are directly attributable to their acquisition or issue.

Fair value measurement of financial instruments

Fair value is a market-based measurement, that estimates the price at which an asset could

be sold or a liability transferred, in an orderly transaction between market participants, on the

measurement date. When available, the Company measures the fair value of an instrument

using quoted prices in an active market for that instrument. A market is regarded as “active”

if quoted prices are readily and regularly available and represent actual and regularly occurring

market transactions on an arm’s-length basis. If a market for a financial instrument is not

active, then the Company establishes fair value using an alternative valuation technique.

The Company uses alternative valuation techniques, taking into account the International

Private Equity and Venture Capital Valuation (“IPEV”) guidelines, in the absence of an

active market. Valuation techniques include, but are not limited to, market multiples, using

recent and relevant arm’s-length transactions between knowledgeable, willing parties

(if they are available), reference to the current fair value of other instruments that are

substantially the same, statistical methods, discounted cash flow analyses and option

pricing models. The chosen valuation technique seeks to maximise the use of market inputs

and incorporates factors that market participants might consider in setting a price.

Inputs to valuation techniques aim to reasonably represent market expectations and

measures of the risk-return factors inherent in the financial instrument. The Company

calibrates valuation techniques where possible using prices from observable current market

transactions in the same instrument or based on other available observable market data.

The Company has three main investment portfolios that are split between “Private Equity

Investments”, “Debt Investments” and “Derived Equity”. Private Equity Investments

comprise primary and secondary commitments to, and investments in, existing Private Equity

funds advised by the Investment Advisor. Debt Investments comprise investments in debt

and investments in subsidiaries. Derived Equity Investments comprise investments in listed

and unlisted equities. At each reporting date these are measured at fair value, and changes

therein are recognised in the statement of profit or loss and other comprehensive income.

Fair values of the Private Equity Investments are generally considered to be the

Company’s attributable portion of the NAV of the Private Equity funds, as determined

by the general partners of such funds, adjusted if considered necessary by the Board

of Directors, including any adjustment necessary for carried interest. The general

partners consider the IPEV guidelines when valuing the Private Equity funds.

The fair value of unlisted debt investments (for which there are insufficient, reliable pricing

data) is calculated based on models that take into account the factors relevant to each

investment and use applicable third-party market data where available. The fair value

of unlisted equities and equities not traded in an active market, is calculated based on

comparable company multiples and precedent transaction analysis. The Company reviews

and considers the appropriateness of the fair value analysis prepared by the Investment

Manager and Investment Advisor when determining the fair value for such assets.

The fair value of investments in subsidiaries is considered to be the NAV of the underlying

subsidiaries calculated by measuring the fair value of the subsidiaries’ assets and liabilities at

fair value in accordance with the Company’s accounting policies. The fair value of the underlying

investments held are included within the Debt Investments disclosures as relevant.

The fair value of investments traded in an active market is determined by taking

into account the latest market bid price available, or the last traded price depending

upon the convention of the exchange on which the investment is quoted.

Derecognition of financial instruments

The Company derecognises a financial asset when the contractual rights to the

cash flows from the financial asset expire or it transfers the financial asset and the

transfer qualifies for derecognition in accordance with IFRS 9 “Financial Instruments:

Recognition and Measurement”. The Company uses the first-in first-out method to

determine realised gains and losses on derecognition. A financial liability is derecognised

when the obligation specified in the contract is discharged, cancelled or expired.

Share-based payments

The Company applies the requirements of IFRS 2 “Share-based Payment” to its performance

fee. The Company maintains a separate performance fee reserve in equity, showing the

expected performance fee calculated on a liquidation basis on eligible assets. This is revised

at each reporting period and the movement is credited or expensed through the statement

of profit or loss and other comprehensive income. Further details are given in note 10.

Accounting policies

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Operating segments

The criteria for identifying an operating segment in accordance with IFRS 8 “Operating Segments”

are that the chief operating decision-maker of the Company regularly reviews the performance

of these operating segments and determines the allocation of resources based on these

results. It is determined that the Company’s Chief Operating Decision-Maker is the Board of

Directors. As previously noted, the Company invests into three (2022: two) separate portfolios,

Private Equity Investments, Debt Investments and Derived Equity. These have been identified as

segments on the basis that the Board of Directors uses information based on these segments

to make decisions about assessing performance and allocating resources. This is a change from

the two segments identified in the previous years. See note 5 for the basis of the change. The

Company has a fourth administration segment for central functions which represents general

administration costs that cannot be specifically allocated to the three portfolios. The analysis of

results by operating segment is based on information from the Company’s management accounts.

The segmental analysis of the Company’s results and financial position is set out in note 5.

Investment receivables

Investment receivables are recognised initially at fair value and subsequently measured at

amortised cost. At each reporting date, the Company measures the loss allowance on investment

receivables at an amount equal to the lifetime expected credit losses if the credit risk has increased

significantly since initial recognition. If, at the reporting date, the credit risk has not increased

significantly since initial recognition, the Company measures the loss allowance at an amount

equal to 12 month expected credit losses. Significant financial difficulties of the counterparty,

probability that the counterparty will enter bankruptcy or financial reorganisation and default in

payments are all considered indicators that a loss allowance may be required. Changes in the level

of impairment are recognised in the statement of profit or loss and other comprehensive income.

Investment receivables are also revalued at the reporting date if held in a currency other than euro.

Liabilities

Liabilities, other than those specifically accounted for under a separate policy,

are stated at the amounts which are considered to be payable in respect of

goods or services received up to the reporting date on an accruals basis.

Investment payables

Investment payables are recognised in the Company’s statement of financial

position when it becomes party to a contractual provision for the amount payable.

Investment payables are held at their nominal amount. Investment payables are

also revalued at the reporting date if held in a currency other than euro.

Loans payable

Loans payable are held at amortised cost. Amortised cost for loans payable is defined as

the amount at which the loan is measured at initial recognition, less principal repayments,

plus or minus the cumulative amortisation using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and cash held in money

market funds with original maturities of three months or less.

Interest income

Interest income comprises interest income on cash and cash equivalents and

interest earned on financial assets on the effective interest rate basis.

Dividend income

Dividend income is recognised in the statement of profit or loss and other comprehensive

income on the date that the Company’s right to receive payment is established, which in the

case of listed securities is the ex-dividend date. For unlisted equities, this is usually the date

on which the payee’s board approves the payment of a dividend. Dividend income of €0.2m

(31 December 2022: €1.8m) from equity securities designated at FVTPL has been recognised

in the statement of profit or loss and other comprehensive income in the current year.

Net gains and losses on financial assets and liabilities at FVTPL

Unrealised gains and losses

Net change in Debt Investments and Derived Equity at FVTPL includes all unrealised changes

in the fair value of investments (financial assets and financial liabilities), including foreign

currency movements, since the beginning of the reporting period or since designated

upon initial recognition as held at FVTPL and excludes dividend and interest income.

Net change in the fair value of Private Equity Investments is calculated based on the

movement of fair value since the beginning of the reporting period adjusted for all calls

paid and distributions received. Distributions received from Private Equity Investments

are treated as unrealised movements until the commitment for primary investments, or

cost and undrawn commitment for secondary investments, have been fully repaid.

Realised gains and losses

Realised gains and losses from financial assets and financial liabilities at FVTPL represents

the gain or loss realised in the period. The unit of account for Debt Investments and Derived

Equity is the individual share or debt nominal which can be sold on an individual basis. The

unit of account for Private Equity Investments is commitment. The resulting accounting

treatment for the realised gains and losses is based on these units of account.

The realised gain or loss for Debt Investments and Derived Equity is calculated based on the carrying

amount of a financial instrument at the beginning of the reporting period, or the transaction price if

it was purchased in the current reporting period, and its sale or settlement price. Realised gains and

losses on disposals of these investments are calculated using the first-in first-out method. Realised

gains on the Private Equity Investments portfolio are recognised when the commitment on primary

investments or the cost and undrawn commitment for secondary investments has been fully repaid.

Distributions received in excess of the commitment for a primary investment or the

cost and undrawn amount for a secondary investment are recognised as realised

gains in the statement of profit or loss and other comprehensive income.

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Brokerage fees and other transaction costs

Brokerage fees and other transaction costs are costs incurred to acquire investments

at FVTPL. They include fees and commissions paid to agents, brokers and dealers.

Brokerage fees and other transaction costs, when incurred, are immediately recognised

in the statement of profit or loss and other comprehensive income as an expense.

Other expenses

Fees and other operating expenses are recognised in the statement of profit

or loss and other comprehensive income on an accruals basis.

Provisions and contingent liabilities

Provisions are recognised when the Company has a present legal or constructive obligation

as a result of past events, it is probable that an outflow of resources embodying economic

benefits will be required to settle the obligation, and a reliable estimate of the amount of

the obligation can be made. Contingent liabilities are possible obligations whose existence

will be confirmed only by uncertain future events or present obligations where the transfer

of economic benefit is uncertain or cannot be reliably measured. Contingent liabilities are

not recognised but are disclosed unless the probability of their occurrence is remote.

Foreign currency transactions

Transactions in foreign currencies are translated to the functional currency of

the Company at the exchange rates at the date of the transactions. Monetary

assets and liabilities denominated in foreign currencies at the reporting date are

translated to the functional currency at the exchange rate at that date.

For loans payable, the foreign currency gain or loss is the difference between the amortised

cost in the functional currency at the beginning of the period, adjusted for interest payments

during the period, and the amortised cost in foreign currency translated at the exchange rate

at the end of the reporting period. Foreign currency differences arising on the repayments or

retranslation are recognised in the statement of profit or loss and other comprehensive income.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair

value are retranslated to the functional currency at the exchange rate at the date that the fair value

was determined. Non-monetary items that are measured in terms of historical cost in foreign

currency are translated using the exchange rate at the date of the transaction. Foreign currency

differences arising on retranslation of non-investment assets are recognised in the statement

of profit or loss and other comprehensive income. For financial assets and financial liabilities held

at FVTPL, foreign currency differences are reported as part of their net changes at FVTPL.

Taxation

The Company may incur withholding taxes imposed by certain countries on investment income or

capital gains taxes upon realisation of its investments. Such income or gains are recorded gross of

withholding taxes and capital gains taxes in the statement of profit or loss and other comprehensive

income. Withholding taxes and capital gains taxes are shown as separate items. Where applicable,

tax accruals are raised by the Company based on an investment’s expected holding period.

Shareholders’ capital and reserves

Shareholders’ capital

Shareholders’ capital issued by the Company is recognised as the proceeds or

fair value received. Incremental costs directly attributable to the issue, net of tax

effects, are recognised as a deduction from equity. Ordinary shares have been

classified as equity as they do not meet the definition of liabilities in IAS 32.

Dividends

Dividends on ordinary shares are recognised in equity in the period in which they become

payable, which is when they are approved by the Company’s Board of Directors.

Earnings/(loss) per share

Earnings/(loss) per share is calculated based on the profit/(loss) attributable to ordinary

shareholders and the weighted average number of ordinary shares in issue during the year.

Diluted earnings per share is calculated based on the profit attributable to ordinary

shareholders and the weighted average number of ordinary shares in issue during the

year adjusted for items that would cause a dilutive effect on the ordinary shares.

Adjusted earnings per share is calculated based on the profit attributable

to ordinary shareholders and the weighted average number of ordinary

shares in issue during the year adjusted for the performance fee.

Accounting standards and interpretations not yet adopted

The Company has applied all new and amended standards with an effective date from

1 January 2023. Additionally, it has reviewed and assessed changes to current accounting

standards issued by the IASB with an effective date from 1 January 2024; none of these

have had or are expected to have a material impact on the Company’s financial statements.

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In preparing the financial statements, the Company makes judgements and estimates

that affect the reported amounts of assets, liabilities, income and expenses. Actual results

could differ from those estimates. Estimates and judgements are continually evaluated

and are based on the Board of Directors and Investment Managers’ experience and their

expectations of future events. Revisions to estimates are recognised prospectively.

(i) Estimates

The estimate that has the most significant effect on the amounts recognised in

the Company’s financial statements relates to valuation of financial assets and

financial liabilities held at FVTPL other than those traded in an active market.

The Investment Manager is responsible for the preparation of the Company’s valuations

and meets quarterly to discuss and approve the key valuation assumptions. The

meetings are open to the Board of Directors and the Investment Advisor to enable

them to challenge the valuation assumptions and the proposed valuation estimates

and to the external auditor to observe. On a quarterly basis, the Board of Directors

review and approve the final NAV calculation before it is announced to the market.

The Investment Manager also makes estimates and assumptions concerning the

future and the resulting accounting estimates will, by definition, seldom equal the

related actual results. The assumptions that have a significant risk of causing a material

adjustment to the carrying amounts of assets and liabilities are outlined in note 13.

(ii) Judgements

The judgement that has the most significant effect on the amounts recognised in the

Company’s financial statements relates to investment assets and liabilities. These have

been determined to be financial assets and liabilities held at FVTPL and have been

accounted for accordingly. See note 3 for further details. The Company also notes that

the assessment of the Company as an investment entity is an area of judgement.

(iii) Assessment of the Company as an investment entity

The Board of Directors believes that the Company meets the definition of

an investment entity per IFRS 10 as the following conditions exist:

• the Company has obtained funds from investing shareholders for the purpose of

providing them with professional investment and management services;

• the Company’s business purpose, which was communicated directly to investors,

is investing for returns from capital appreciation and investment income; and

• all of the Company’s investments are measured and evaluated on a fair value basis.

As the Company believes it meets all the requirements of an investment entity

as per IFRS 10 “Consolidated Financial Statements”, it is required to measure all

subsidiaries at fair value rather than consolidating them on a line-by-line basis.

Critical accounting estimates and judgements

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Segmental analysis

	Private Equity
	Investments	Debt Investments	Derived Equity	Central functions	Total
Statement of profit or loss and other comprehensive income for the year ended 31 December 2023	€’000	€’000	€’000	€’000	€’000
Investment income	–	34,293	250	3,002	37,545
Net gains on financial assets at FVTPL	17,873	9,032	2,650	–	29,555
Net gains on financial liabilities at FVTPL	2,643	–	–	–	2,643
Realised foreign exchange (losses)/gains	–	(115)	51	503	439
Unrealised foreign currency losses	–	–	–	(210)	(210)
Total income	20,516	43,210	2,951	3,295	69,972
Performance fees	–	(6,014)	(562)	–	(6,576)
Management fees	(123)	(3,156)	(84)	–	(3,363)
Administration and other operating expenses	–	(93)	(36)	(3,199)	(3,328)
Total operating expenses	(123)	(9,263)	(682)	(3,199)	(13,267)
Total income/(loss) less operating expenses	20,393	33,947	2,269	96	56,705
Finance costs	–	–	–	(3,054)	(3,054)
Profit/(loss) before taxation	20,393	33,947	2,269	(2,958)	53,651
Tax charge	–	(173)	–	–	(173)
Total comprehensive income/(loss) attributable to shareholders	20,393	33,774	2,269	(2,958)	53,478

	Private Equity
	Investments	Debt Investments	Derived Equity	Cash and other NCAs	Total
Statement of financial position at 31 December 2023	€’000	€’000	€’000	€’000	€’000
Total assets	891,236	296,397	15,541	103,947	1,307,121
Total liabilities	(495)	(10,773)	–	(1,689)	(12,957)
NAV	890,741	285,624	15,541	102,258	1,294,164

The segmental analysis of the Company’s results and financial position, which is prepared

using the accounting policies in note 3, is set out below. The Company's segment Derived

Investments have been disclosed as two separate segments, Debt Investments and Derived

Equity. These investment segments follow different investment strategies as monitored by

the Chief Operating Decision Maker, the Board of Directors, which monitors the portfolio

allocation to ensure that it is in line with the investment strategy and to provide investors

with better transparency on the two respective investment strategies within this portfolio.

Comparative segmental data has been restated to show this additional level of granularity.

Reportable segments

1. Central functions represents interest

income earned on cash balances and general

administration and finance costs that cannot be

allocated to investment segments

2. Represents the movement in each respective

portfolio’s overall performance fee reserve

3. NCAs refers to net current assets of the Company

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Reportable segments continued

	Private Equity
	Investments	Debt Investments	Derived Equity	Central functions	Total
Statement of profit or loss and other comprehensive income for the year ended 31 December 2022 (Restated)	€’000	€’000	€’000	€’000	€’000
Investment income/(expense)	–	23,138	1,815	(477)	24,476
Net (losses)/gains on financial assets at FVTPL	(101,900)	(20,643)	2,803	–	(119,740)
Net losses on financial liabilities at FVTPL	(6,063)	–	–	–	(6,063)
Realised foreign exchange (losses)/gains	–	(544)	–	1,820	1,276
Unrealised foreign currency losses	–	–	–	(74)	(74)
Total (loss)/income	(107,963)	1,951	4,618	1,269	(100,125)
Performance fees	–	(22)	–	–	(22)
Management fees	(143)	(3,436)	(133)	–	(3,712)
Administration and other operating expenses	–	(154)	(12)	(2,631)	(2,797)
Total operating expenses	(143)	(3,612)	(145)	(2,631)	(6,531)
Total (loss)/income less operating expenses	(108,106)	(1,661)	4,473	(1,362)	(106,656)
Finance costs	–	–	–	(3,150)	(3,150)
(Loss)/profit before taxation	(108,106)	(1,661)	4,473	(4,512)	(109,806)
Tax charge	–	(231)	–	–	(231)
Total comprehensive (loss)/income attributable to shareholders	(108,106)	(1,892)	4,473	(4,512)	(110,037)

	Private Equity
	Investments	Debt Investments	Derived Equity	Cash and other NCAs	Total
Statement of financial position at 31 December 2022 (Restated)	€’000	€’000	€’000	€’000	€’000
Total assets	877,021	342,338	23,540	68,395	1,311,294
Total liabilities	(6,063)	(3,980)	–	(1,875)	(11,918)
NAV	870,958	338,358	23,540	66,520	1,299,376

1. Central functions represents interest

income earned on cash balances and general

administration and finance costs that cannot be

allocated to investment segments

2. Represents the movement in each respective

portfolio’s overall performance fee reserve

3. NCAs refers to net current assets of the Company

84 | Apax Global Alpha | Annual Report and Accounts | 2023

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Geographic information

	North America	Europe	Rest of world	Total
Statement of profit or loss and other comprehensive income for the year ended 31 December 2023	€’000	€’000	€’000	€’000
Investment income	28,341	7,729	1,475	37,545
Net gains on financial assets at FVTPL	12,757	10,948	5,850	29,555
Net gains/(losses) on financial liabilities at FVTPL	2,366	1,020	(743)	2,643
Realised foreign exchange (losses)/gains	(125)	510	54	439
Unrealised foreign currency losses	–	(210)	–	(210)
Total income	43,339	19,997	6,636	69,972
Performance fee	(4,581)	(1,454)	(541)	(6,576)
Management fee	(2,512)	(721)	(130)	(3,363)
Administration and other operating expenses	–	(3,328)	–	(3,328)
Total operating expenses	(7,093)	(5,503)	(671)	(13,267)
Total income less operating expenses	36,246	14,494	5,965	56,705
Finance costs	–	(3,054)	–	(3,054)
Profit before tax	36,246	11,440	5,965	53,651
Tax charge	–	(173)	–	(173)
Total comprehensive income attributable to shareholders	36,246	11,267	5,965	53,478

	North America	Europe	Rest of world	Total
Statement of financial position at 31 December 2023	€’000	€’000	€’000	€’000
Total assets	702,302	577,662	27,157	1,307,121
Total liabilities	–	(12,462)	(495)	(12,957)
NAV	702,302	565,200	26,662	1,294,164

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Geographic information continued

	North America	Europe	Rest of world	Total
Statement of profit or loss and other comprehensive income for the year ended 31 December 2022	€’000	€’000	€’000	€’000
Investment income	19,893	2,984	1,599	24,476
Net (losses)/gains on financial assets at FVTPL	(67,759)	(44,137)	(7,844)	(119,740)
Net losses on financial liabilities at FVTPL	(4,379)	(1,020)	(664)	(6,063)
Realised foreign exchange (losses)/gains	(533)	1,817	(8)	1,276
Unrealised foreign currency losses	–	(74)	–	(74)
Total (loss)/income	(52,778)	(40,430)	(6,917)	(100,125)
Performance fee	(13)	49	(58)	(22)
Management fee	(2,830)	(711)	(171)	(3,712)
Administration and other operating expenses	–	(2,797)	–	(2,797)
Total operating expenses	(2,843)	(3,459)	(229)	(6,531)
Total (loss)/income less operating expenses	(55,621)	(43,889)	(7,146)	(106,656)
Finance costs	–	(3,150)	–	(3,150)
(Loss)/profit before tax	(55,621)	(47,039)	(7,146)	(109,806)
Tax	–	(231)	–	(231)
Total comprehensive (loss)/income attributable to shareholders	(55,621)	(47,270)	(7,146)	(110,037)

	North America	Europe	Rest of world	Total
Statement of financial position at 31 December 2022	€’000	€’000	€’000	€’000
Total assets	752,094	511,671	47,529	1,311,294
Total liabilities	(4,441)	(6,813)	(664)	(11,918)
NAV	747,653	504,858	46,865	1,299,376

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Administration and other operating expenses

Taxation

Included in legal and other professional fees was €0.5m of legal fees related to the refinancing

of the revolving credit facility during the year. Included within general expenses was €0.01m

of fees relating to the audit of Alpha US Holdings L.P, see note 8b for further information.

The Company has no employees and there were no pension

or staff cost liabilities incurred during the year .

The Company is exempt from taxation in Guernsey under the provisions of the Income Tax

(Exempt Bodies) (Guernsey) Ordinance, 1989 and is charged an annual exemption fee of £1,200

(31 December 2022: £1,200).

The Company may be required, at times, to pay tax in other jurisdictions as a result of specific

trades in its investment portfolio. During the year ended 31 December 2023, the Company had a

net tax expense of €0.2m (31 December 2022: €0.2m), related to tax incurred on debt interest in

the United Kingdom. No deferred income taxes were recorded as there are no timing differences.

		Year ended	Year ended
		31 December 2023	31 December 2022
	Notes	€’000	€’000
Director’s fees		375	362
Administration and other fees		679	692
Corporate and investor relations services fee	9	485	512
Deal transaction, custody and research costs		129	166
Legal and other professional fees		633	209
General expenses		772	623
Auditors' remuneration
Statutory audit		179	173
Other assurance services – interim review		59	54
Other assurance services – agreed upon procedures		17	–
Total administration and other operating expenses		3,328	2,791

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Financial instruments held at FVTPL

Investments

	Year ended	Year ended
	31 December 2023	31 December 2022
	€’000	€’000
Private Equity Investments	890,740	870,958
Private Equity financial assets	891,235	877,021
Private Equity financial liabilities	(495)	(6,063)
Debt Investments¹	294,213	340,639
Derived Equity	15,541	23,540
Closing fair value	1,200,494	1,235,137
Financial assets held at FVTPL	1,200,989	1,241,200
Financial liabilities held at FVTPL	(495)	(6,063)

	Year ended	Year ended
	31 December 2023	31 December 2022
	€’000	€’000
Opening fair value	1,235,137	1,348,410
Calls	89,699	194,380
Distributions	(90,431)	(228,316)
Purchases	45,154	57,186
Sales	(111,263)	(10,720)
Net gains/(losses) on financial assets at FVTPL	29,555	(119,740)
Net gains/(losses) on financial liabilities at FVTPL	2,643	(6,063)
Closing fair value	1,200,494	1,235,137
Financial assets held at FVTPL	1,200,989	1,241,200
Financial liabilities held at FVTPL	(495)	(6,063)

1. Included in Debt Investments and throughout the

financial statements is the fair value of the debt

investment held by the subsidiary, see note 8(d) for

further details

88 | Apax Global Alpha | Annual Report and Accounts | 2023

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Net gains/(losses) on financial liabilities at FVTPL

	Year ended	Year ended
	31 December 2023	31 December 2022
	€’000	€’000
Private Equity financial assets
Gross unrealised gains	75,229	145,601
Gross unrealised losses	(87,465)	(260,095)
Total net unrealised losses on Private Equity financial assets	(12,236)	(114,494)
Gross realised gains	30,109	12,595
Total net realised gains on Private Equity financial assets	30,109	12,595
Total net gains/(losses) on Private Equity financial assets	17,873	(101,899)
Debt Investments
Gross unrealised gains	15,248	3,061
Gross unrealised losses	(7,837)	(17,784)
Total net unrealised gains/(losses) on Debt Investments	7,411	(14,723)
Gross realised gains	4,644	797
Gross realised losses	(3,023)	(6,717)
Total net realised gains/(losses) on Debt Investments	1,621	(5,920)
Total net gains/(losses) on Debt Investments	9,032	(20,643)
Derived Equity
Gross unrealised gains	6,055	13,978
Gross unrealised losses	(439)	(5,313)
Total net unrealised gains on Derived Equity	5,616	8,665
Gross realised gains	–	–
Gross realised losses	(2,966)	(5,863)
Total net realised losses on Derived Equity	(2,966)	(5,863)
Total net gains on Derived Equity	2,650	2,802
Total net gains/(losses) on investments at fair value through profit or loss	29,555	(119,740)

	Year ended	Year ended
	31 December 2023	31 December 2022
	€’000	€’000
Private Equity financial liabilities
Gross unrealised gains	3,386	–
Gross unrealised losses	(743)	(6,063)
Total net unrealised gains/(losses) on Private Equity investments	2,643	(6,063)

Net gains/(losses) on financial assets at FVTPL

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Investments in subsidiaries

Involvement with unconsolidated structured entities

The Company established two wholly-owned subsidiaries in 2021 for investment purposes. In

accordance with IFRS 10, these subsidiaries have been determined to be controlled subsidiary

investments, which are measured at fair value through profit or loss and are not consolidated.

The fair value of these subsidiary investments, as represented by their NAV, is determined on

a consistent basis to all other investments measured at fair value through profit or loss.

The table below describes these unconsolidated subsidiaries. The maximum

exposure is the loss in the carrying amount of the financial assets held.

The Company’s Private Equity Investments are considered to be unconsolidated structured

entities. Their nature and purpose is to invest capital on behalf of their limited partners. These

Private Equity Investments pursue sector-focused strategies, investing in four key sectors:

Tech & Digital, Services, Healthcare and Internet/Consumer. The Company commits to a fixed

amount of capital, in the form of a commitment to these Private Equity Investments, which may

be drawn (and returned) over the life of the fund. The Company pays capital calls when due and

receives distributions from the Private Equity Investments , once an asset has been sold.

The liquidity risk section of note 12 summarises outstanding commitments and recallable

distributions to the 11 underlying Private Equity Investments held which amounted to €919.3m at

year-end (31 December 2022: €1,005.1m). The fair value of these were €890.7m at 31 December

2023 (31 December 2022: €871.0m), whereas total value of the Private Equity funds was €21.7bn

(31 December 2022: €21.3bn). During the year, the Company did not provide financial support and

has no intention of providing financial or other support to these unconsolidated structured entities.

The Company transferred an investment in a Debt Investment to Alpha US Holdings

L.P. during 2021. Net flows from subsidiaries are summarised below. Total fair value has

also been included in Debt Investments above as related to the debt portfolio.

					NAV included in investments at
			Proportion of ownership interest	Principal place of business and place	FVTPL
Name of subsidiary	Formation date	Type of fund	and voting power held	of incorporation	€’000
Alpha US Holdings L.P.	21 October 2021	Special purpose entity	100%	United States of America	9,888
Alpha US GP LLC	12 October 2021	Special purpose entity	100%	United States of America	–

	Year ended	Year ended
	31 December 2023	31 December 2022
	€’000	€’000
Opening fair value	9,598	8,908
Fair value movement on investment subsidiaries	290	690
Closing fair value	9,888	9,598
Debt investment held at FVTPL	9,988	9,660
Other net current liabilities	(100)	(62)
Closing fair value	9,888	9,598

90 | Apax Global Alpha | Annual Report and Accounts | 2023

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Related party transactions

The Investment Manager was appointed by the Board of Directors under a

discretionary Investment Management Agreement (“IMA”) dated 22 May 2015 and

amendments dated 22 August 2016 and 2 March 2020, which sets out the basis

for the calculation and payment of the management and performance fees.

Management fees earned by the Investment Manager decreased in the year to

€3.4m (31 December 2022: €3.7m), of which €0.8m was included in accruals at

31 December 2023. The management fee is calculated in arrears at a rate of 0.5%

per annum on the fair value of non-fee paying Private Equity Investments and

Derived Equity and 1.0% per annum on the fair value of Debt Investments.

The Investment Manager is also entitled to a performance fee. The performance fee is calculated

based on the overall gains or losses net of management fees and Direct Deal costs (being costs

directly attributable to due diligence and execution of investments) in each financial year. When the

portfolio Total Return hurdle is met a performance fee arises. Further details are included in note 10.

The IMA automatically renews every three years unless written notice to terminate the IMA

is served one year in advance of the renewal date by either the Investment Manager or the

Company (by a special resolution). The Company is required to pay the Investment Manager all

fees and expenses accrued and payable for the notice period through to the termination date.

The Investment Advisor has been engaged by the Investment Manager to provide

advice on the investment strategy of the Company. An Investment Advisory Agreement

(“IAA”), dated 22 May 2015 and an amendment dated 22 August 2016, exists between

the two parties. Though not legally related to the Company, the Investment Advisor

has been determined to be a related party. The Company paid no fees and had no

transactions with the Investment Advisor during the year (31 December 2022: €Nil).

The Company has an Administration Agreement with Aztec Financial Services (Guernsey) Limited

(“Aztec”) dated 22 May 2015. Under the terms of the agreement, Aztec has delegated some of

the Company’s accounting and bookkeeping to Apax Partners Fund Services Limited (“APFS”),

a related party of the Investment Advisor, under a sub-administration agreement dated 22

May 2015. A fee of €0.5m (31 December 2022: €0.5m) was paid by the Company in respect of

administration fees and expenses, of which €0.3m (31 December 2022: €0.3m) was paid to APFS.

Separately, the Company entered into a service agreement with Apax Partners

LLP and its affiliate, APFS, with a fee calculated as 0.04% of the Invested Portfolio

per annum for corporate and investor services. During the year a fee of €0.5m

(31 December 2022: €0.5m) was paid by the Company to APFS.

At 31 December 2023, the Company has an intercompany balance outstanding with the

subsidiary Alpha US Holdings L.P. of €0.1m. This relates to administration fees incurred

by the subsidiary and paid by the Company. See note 8(d) for further details.

Post year-end, there were changes to the composition of the Board of Directors and Audit

Committee. On 1 March 2024, Chris Ambler retired from the Board and Audit Committee

and Karl Sternberg was appointed as a new Non-Executive Director to both the Board and

Audit Committee. At the time of signing Karl (or any person that may be a connected party

to Karl) holds 19,000 shares. The table below summarises shares held by the Directors:

	31 December	% of total shares	31 December	% of total shares
	2023	in issue	2022	in issue
Tim Breedon	70,000	0.014%	70,000	0.014%
Susie Farnon	43,600	0.009%	43,600	0.009%
Chris Ambler	33,796	0.007%	33,796	0.007%
Mike Bane	18,749	0.004%	18,749	0.004%
Stephanie Coxon	10,000	0.002%	10,000	0.002%

A summary of the Directors’ fees and expenses is set out on p.57 of the report.

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Performance fee

	31 December 2023	31 December 2022
	€’000	€’000
Opening performance fee reserve	–	8,390
Performance fee charged to statement of profit or loss and other comprehensive income	6,576	22
Performance fee settled	–	(8,412)
Closing performance fee reserve	6,576	–

	Net portfolio Total	Performance
	Return hurdle¹	fee rate
Debt Investments	6%	15%
Derived Equity	8%	20%
Eligible Private Equity Investments	8%	20%

The performance fee is payable on an annual basis once the hurdle threshold is met by eligible

portfolios. Performance fees are only payable to the extent they do not dilute the returns

below the required benchmark for each respective portfolio as detailed in the table below.

Additionally, net losses are carried forward and netted against future gains. The table below

summarises the performance fee hurdles and percentage payable by eligible portfolio.

The performance fee is payable to the Investment Manager by way of ordinary shares

of the Company. The mechanics of the payment of the performance fee are explained

in the prospectus. In accordance with IFRS 2 “Share-based Payment”, performance fee

expenses are charged through the statement of profit or loss and other comprehensive

income and allocated to a share-based payment performance fee reserve in equity.

In the year ended 31 December 2023, the performance fee payable to the Investment Manager

was €6.6m. This is expected to be settled by purchasing the Company’s shares equivalent to

the value of the performance fee accrual and transferring them to the Investment Manager

to settle the performance fee accrued at 31 December 2023 (31 December 2022: €0.0m).

At 31 December 2023, management’s best estimate of the expected performance

fee was calculated on the eligible portfolio on a liquidation basis.

1. Net portfolio Total Return means the sub-portfolio

performance in a given period is calculated by

taking total gains or losses and dividing them by

the sum of Gross Asset Value at the beginning of

the period and the time-weighted net invested

capital. The time-weighted net invested capital is

the sum of investments made during the period

less realised proceeds received during the period,

both weighted by the number of days the capital

was at work in the portfolio. Net portfolio Total

Return is gross of performance fees but net of

management fees and relevant Direct Deal costs

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Revolving credit facility and finance costs

	Year ended	Year ended
	31 December 2023	31 December 2022
	€’000	€’000
Interest paid	446	114
Arrangement fee	75	900
Non-utilisation fee	2,533	2,136
Total finance costs	3,054	3,150

The Company entered into a new multi-currency revolving credit facility of €250m with SMBC Bank

International plc and JPMorgan Chase Bank, N.A., London Branch, on 5 September 2023, for general

corporate purposes replacing the facility held with Credit Suisse AG, London Branch. The new facility

has an initial term of 2.5 years, the interest rate charged is SOFR or EURIBOR plus a margin between

300-335bps and a non-utilisation fee of 115bps per annum. The facility was drawn once during the

year and fully repaid by 31 December 2023.

On 1 March 2024 the facility was extended by six months, with a new expiry date of 4 September

2026, with no changes to the terms noted above.

Summary of finance costs are detailed in the table below:

Under the Loan Agreement, the Company is required to provide Private Equity Investments as

collateral for each utilisation. The loan-to-value must not exceed 35% of the eligible Private

Equity NAV, which the Company met throughout the year. There were no covenant breaches

during the year. As at 31 December 2023 the facility was undrawn (31 December 2022: €Nil).

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Financial risk management

	31 December 2023	31 December 2022
	€’000	€’000
Private Equity Investments	74%	71%
Private Equity financial assets	74%	72%
Private Equity financial liabilities	0%	–1%
Debt Investments	25%	27%
Derived Equity	1%	2%
Total	100%	100%

Private Equity Investments have a limited lifecycle as the average legal term of a fund is ten

years, unless extended by investor consent. The Company actively manages Debt

Investments and Derived Equity and realises these as opportunities arise. This

facilitates liquidity planning and allows the Company to meet calls as they become

due from Private Equity Investments and other liabilities where necessary.

The Company’s overall risk management programme seeks to maximise the returns

derived for the level of risk to which the Company is exposed and seeks to minimise

potential adverse effects on the Company’s financial performance. Investments made by

the Company potentially carry a significant level of risk. There can be no assurance that the

Company’s objectives will be achieved or that there will be a return of capital invested.

The management of financial risks is carried out by the Investment Manager under the policies

approved by the Board of Directors. The Investment Manager regularly updates the Board of

Directors, a minimum of four times a year, on its activities and any material risk identified.

The Investment Manager manages financial risk against an investment reporting and

monitoring framework tailored to the Company. The framework monitors investment

strategy, investment limits and restrictions as detailed in the prospectus along with

additional financial metrics deemed to be fundamental in the running and monitoring

of the Invested Portfolio. The Invested Portfolio is monitored in real time which enables

the Investment Manager to keep a close review on performance and positioning.

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and

market risk including price risk, foreign currency risk and interest rate risk. The Company

is also exposed to operational risks such as custody risk. Custody risk is the risk of loss of

securities held in custody occasioned by the insolvency or negligence of the custodian.

Although an appropriate legal framework is in place that mitigates the risk of loss of title

of the securities held by the custodian, in the event of failure, the ability of the Company

to transfer the securities might be impaired. At 31 December 2023 and 31 December

2022, the Company’s custodians were ING and HSBC, both with A- credit ratings.

The Company considers concentration risk and noted that though it follows a sector-

focused strategy, with four key sectors, the Private Equity Investments’ underlying

portfolios, Debt Investments and Derived Equity are diversified within each key sector,

operate in a number of different geographic regions and are also diversified by vintage.

The Company holds a variety of financial instruments in accordance with its

Investment Management strategy. The investment portfolio comprises Private Equity

Investments, Debt Investments and Derived Equity as shown in the table below:

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Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument

fails to meet its contractual obligations. This risk arises principally from the Company’s

investment in debt, cash and cash equivalents, investment receivables and other receivables.

	31 December 2023		31 December 2022
	€’000	% of NAV	€’000	% of NAV
Debt Investments	294,213	23%	340,639	26%
Cash and cash equivalents	101,375	8%	67,966	5%
Investment receivables	2,540	0%	1,699	1%
Other receivables	2,217	0%	429	0%
Total	400,345	31%	410,733	32%

The Investment Manager manages the risk related to Debt Investments by assessing

the credit quality of the issuers and monitoring this through the term of investment.

The credit quality of the Company’s Debt Investments is summarised in the table below:

	31 December 2023	% of Debt		31 December 2022	% of Debt
Rating (S&P)	€’000	Investments	% of NAV	€’000	Investments	% of NAV
B	30,181	10%	3%	39,211	12%	3%
B-	96,080	33%	7%	138,303	41%	11%
CCC+	6,801	2%	1%	20,261	6%	2%
CCC	77,128	26%	6%	60,648	17%	5%
N/R¹	84,023	29%	6%	82,216	24%	6%
Total	294,213	100%	23%	340,639	100%	26%

	31 December 2023	% of Debt		31 December 2022	% of Debt
	€’000	Investments	% of NAV	€’000	Investments	% of NAV
First Lien term loan	177,324	61%	14%	230,221	67%	18%
Second Lien term loan	91,852	31%	7%	95,432	28%	7%
Convertible debt	9,988	3%	1%	9,660	3%	1%
Senior secured note	9,952	3%	1%	–	0%	0%
PIK note & other	5,097	2%	0%	5,327	2%	0%
Total	294,213	100%	23%	340,639	100%	26%

Debt Investments

12a.i.

1. Not currently rated by S&P

Credit risk

12a

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	31 December 2023	% of Debt		31 December 2022	% of Debt
	€’000	Investments	% of NAV	€’000	Investments	% of NAV
Tech & Digital	178,163	61%	14%	166,554	49%	13%
Services	35,594	12%	3%	64,545	19%	5%
Healthcare	68,625	23%	5%	97,631	29%	8%
Internet/Consumer	11,831	4%	1%	11,909	3%	1%
Total	294,213	100%	23%	340,639	100%	26%

The Investment Manager also reviews the Debt Investments’ industry sector direct

concentration. The Company was exposed to concentration risk in the following industry

sectors. A wider analysis of key sector concentration risk is included in note 12c.iv.:

The Company limits its credit risk exposure in cash and cash equivalents by depositing cash

with adequately rated institutions. No allowance for impairment is made for cash and cash

equivalents. The exposure to credit risk to cash and cash equivalents is set out below:

The Company monitors the credit risk of investment receivables and other receivables on

an ongoing basis. These assets are not considered impaired nor overdue for repayment.

The Company’s cash is held with RBS International, HSBC, ING and JP

Morgan, Goldman Sachs and Deutsche Bank money market funds.

		31 December 2023	31 December 2022
	Credit rating	€’000	€’000
Cash held in banks	A	71	3,397
Cash held in banks	A-	154	582
Cash held in banks	BBB+	32,595	63,987
Cash held in money market funds	AAA	68,555	–
Total		101,375	67,966

Cash and cash equivalents

Investment receivables and other receivables

12a.ii.

12a.iii.

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Liquidity risk is the risk that the Company will not be able to meet its financial obligations

as they fall due. Such obligations are met through a combination of liquidity from the sale

of investments, revolving credit facility as well as cash resources. In accordance with the

Company’s policy, the Investment Manager monitors the Company’s liquidity position on a

regular basis; the Board of Directors also reviews it, at a minimum, on a quarterly basis.

The Company invests in three portfolios, Private Equity Investments, Debt

Investments and Derived Equity. Each portfolio has a different liquidity profile.

The Debt portfolio has a mixed liquidity profile as some positions may not be readily realisable

due to an inactive market or due to other factors such as restricted trading windows during the

year. Debt Investments held in actively traded bonds are considered to be readily realisable.

Derived Equity in the form of listed securities are considered to be liquid

investments that the Company may realise on short notice. These are determined

to be readily realisable, as the majority are listed on major global stock exchanges.

Unlisted equity may not be readily realisable due to an inactive market.

The Company’s Private Equity Investments are not readily realisable although, in some

circumstances, they could be sold in the secondary market, potentially at a discounted

price. The timing and quantum of Private Equity distributions is difficult to predict, however,

the Company has some visibility on capital calls as the majority of the underlying funds

operate capital call facilities. These are typically drawn by the underlying funds for periods

of c.12 months to fund investments and fund operating expenses. Reporting from these

Private Equity Investments provides reasonable visibility of calls for this period.

The table below summarises the maturity profile of the Company’s financial liabilities,

commitments, and recallable distributions at 31 December 2023 based on contractual

undiscounted repayment obligations. The contractual maturities of most financial liabilities are less

than three months, with the exception of the revolving credit facility and commitments to Private

Equity Investments, where their expected cash flow dates are summarised in the tables below.

The Company does not manage liquidity risk on the basis of contractual maturity,

instead the Company manages liquidity risk based on expected cash flows.

	Up to 3 months	3–12 months	1–5 years	Total
31 December 2023	€’000	€’000	€’000	€’000
Investment payables	10,773	–	–	10,773
Accrued expenses	1,689	–	–	1,689
Private Equity Investments outstanding commitments and recallable distributions	27,420	110,130	781,781	919,331
Debt Investment commitments	–	5,656	–	5,656
Total	39,882	115,786	781,781	937,449

	Up to 3 months	3–12 months	1–5 years	Total
31 December 2022	€’000	€’000	€’000	€’000
Investment payables	3,980	–	–	3,980
Accrued expenses	1,875	–	–	1,875
Private Equity Investments outstanding commitments and recallable distributions	15,816	85,302	904,030	1,005,148
Debt Investment commitments	–	2,245	–	2,245
Total	21,671	87,547	904,030	1,013,248

Liquidity risk

12b

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The Company has outstanding commitments and recallable distributions

to Private Equity Investments as summarised below:

At 31 December 2023, the Company had undrawn commitments and recallable distributions

of €919.3m (31 December 2022: €1,005m). Within 12 months, €137.6m (31 December

2022: €101.1m) is expected to be drawn mainly due to Apax XI, Apax Digital Fund II and

Apax X. Additionally, the Company expects draw downs of €5.7m from Debt Investments

in the next 12 months for delayed draw and revolving credit facility debt positions held.

As explained in note 11, the Company has access to a revolving credit facility up to €250.0m to

bridge short term liquidity including to meet calls from Private Equity Investments or settle Debt

Investments and Derived Equity.

At year-end, the Company’s investments are recorded at fair value. The remaining assets and

liabilities are of a short-term nature and their fair values approximate their carrying values.

	31 December 2023	31 December 2022
	€’000	€’000
Apax Europe VI	225	225
Apax Europe VII	1,030	1,030
Apax VIII	14,475	14,713
Apax IX	29,694	30,157
Apax X	67,993	107,914
Apax XI	642,294	656,143
AMI Opportunities	6,491	9,977
AMI Opportunities II	35,346	37,366
Apax Digital Fund	7,541	10,637
Apax Digital Fund II	69,357	80,938
Apax Global Impact	44,885	56,048
Total	919,331	1,005,148

Market risk is the risk that changes in market prices such as foreign currency exchange rates,

interest rates and equity prices will affect the Company’s income or the value of its investments.

The Company aims to manage this risk within acceptable parameters while optimising the return.

Market risk

12c

98 | Apax Global Alpha | Annual Report and Accounts | 2023

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The Company is exposed to price risk on its Private Equity Investments, Debt Investments and

Derived Equity. All positions within the portfolio involve a degree of risk and there are a wide variety

of risks that affect how the price of each individual investment will perform. The key price risks in

the Company’s portfolio include, but are not limited to: investment liquidity - where a significant

imbalance between buyers and sellers can cause significant increases or decreases in prices; the

risk that a company which has issued a bond or a loan has its credit rating changed, which can

lead to significant pricing risk; and general investment market direction, where various factors

such as the state of the global economy or global political developments can impact prices.

For the year ended 31 December 2023, the main price risks for the Company’s portfolio

were assessed to be market uncertainty due to inflation and geopolitical uncertainty.

The Investment Manager actively manages and monitors price risk. The table below

reflects the sensitivity of price risk of the Invested Portfolio and the impact on NAV:

Price risk

12c.i.

	Base case	Bull case (+20%)	Bear case (-20%)
31 December 2023	€’000	€’000	€’000
Financial assets	1,200,989	1,441,187	960,791
Financial liabilities	(495)	(396)	(594)
Change in NAV and profit		240,099	(240,099)
Change in NAV (%)		19%	-19%
Change in total income		343%	-343%
Change in profit for the year		449%	-449%

	Base case	Bull case (+20%)	Bear case (-20%)
31 December 2022	€’000	€’000	€’000
Financial assets	1,241,200	1,489,440	992,960
Financial liabilities	(6,063)	(4,851)	(7,276)
Change in NAV and profit		247,027	(247,027)
Change in NAV (%)		19%	-19%
Change in total loss		-247%	247%
Change in loss for the year		-224%	224%

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The Company is exposed to currency risk on those investments, cash, interest receivable and

other non-current assets which are denominated in a currency other than the Company’s

functional currency, which is the euro. The Company does not hedge the currency exposure

related to its investments. The Company regards its exposure to exchange rate changes on the

underlying investments as part of its overall investment return and does not seek to mitigate

that risk through the use of financial derivatives. The Company is also exposed to currency risk

on fees which are denominated in a currency other than the Company’s functional currency.

The Company’s exposure to currency risk on net assets is as follows:

Currency risk

12c.ii.

	EUR	USD	GBP	INR	HKD	NZD	CHF	Total
At 31 December 2023	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000
Financial assets and liabilities at FVTPL	470,533	684,967	33,163	–	–	11,831	–	1,200,494
Cash and cash equivalents	84,275	14,769	2,260	71	–	–	–	101,375
Investment receivables	–	139	–	–	–	–	–	139
Interest receivable	434	1,584	–	–	–	383	–	2,401
Other receivables	2,177	–	40	–	–	–	–	2,217
Investment payables	(10,773)	–	–	–	–	–	–	(10,773)
Accrued expenses	(1,689)	–	–	–	–	–	–	(1,689)
Total net foreign currency exposure	544,957	701,459	35,463	71	–	12,214	–	1,294,164

	EUR	USD	GBP	INR	HKD	NZD	CHF	Total
At 31 December 2022	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000
Financial assets and liabilities at FVTPL	429,859	753,388	31,199	351	8,431	11,909	–	1,235,137
Cash and cash equivalents	35,551	28,696	321	3,397	–	–	1	67,966
Investment receivables	–	632	–	–	–	–	–	632
Interest receivable	–	1,067	–	–	–	–	–	1,067
Other receivables	351	–	78	–	–	–	–	429
Investment payables	(3,980)	–	–	–	–	–	–	(3,980)
Accrued expenses	(1,875)	–	–	–	–	–	–	(1,875)
Total net foreign currency exposure	459,906	783,783	31,598	3,748	8,431	11,909	1	1,299,376

100 | Apax Global Alpha | Annual Report and Accounts | 2023

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The Company’s sensitivity to changes in foreign exchange

movements on net assets is summarised below:

	Base case	Bull case (+20%)	Bear case (-20%)
31 December 2023	€’000	€’000	€’000
USD	701,459	841,751	561,790
GBP	35,463	42,556	28,370
INR	71	85	57
NZD	12,214	14,657	9,771
Change in NAV and profit		149,842	(149,842)
Change in NAV (%)		12%	-12%
Change in total income		214%	-214%
Change in profit for the year		280%	-280%

	Base case	Bull case (+20%)	Bear case (-20%)
31 December 2022	€’000	€’000	€’000
USD	783,783	940,539	627,026
GBP	31,598	37,918	25,278
INR	3,748	4,498	2,998
HKD	8,431	10,117	6,745
NZD	11,909	14,291	9,527
CHF	1	1	1
Change in NAV and profit		167,895	(167,895)
Change in NAV (%)		13%	-13%
Change in total loss		-168%	168%
Change in loss for the year		-153%	153%

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101

Interest rate risk arises from the effects of fluctuations in the prevailing levels of market

interest rates on financial assets and liabilities and future cash flows. The Company holds

Debt Investments, loans payable and cash and cash equivalents that expose the Company

to cash flow interest rate risk. The Company’s policy makes provision for the Investment

Manager to manage this risk and to report to the Board of Directors as appropriate.

The Company’s exposure to interest rate risk was €395.6m (31 December 2022: €408.6m).

The analysis below assumes that the price remains constant for both bull and bear cases.

The impact of interest rate floors on the debt portfolio have been included in the bear case

and fixed rate debt positions have been excluded from the below:

Interest rate risk

12c.iii.

	Base case	Bull case (+500bps)	Bear case (-500bps)
31 December 2023	€’000	€’000	€’000
Cash and cash equivalents	101,375	106,444	96,306
Debt Investments	294,213	308,924	283,327
Change in NAV and profit		19,779	(15,955)
Change in NAV (%)		2%	-1%
Change in total income		28%	-23%
Change in profit for the year		37%	-30%

	Base case	Bull case (+500bps)	Bear case (-500bps)
31 December 2022	€’000	€’000	€’000
Cash and cash equivalents	67,966	71,364	64,568
Debt Investments	340,639	357,671	328,035
Change in NAV and profit		20,430	(16,002)
Change in NAV (%)		2%	-1%
Change in total loss		-20%	16%
Change in loss for the year		-19%	15%

102 | Apax Global Alpha | Annual Report and Accounts | 2023

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	% of Private Equity	% of Debt	% of Derived	% of Private Equity	% of Debt	% of Derived
	Investments	Investments	Equity	Investments	Investments	Equity
	31 December 2023	31 December 2023	31 December 2023	31 December 2022	31 December 2022	31 December 2022
Tech & Digital	35%	61%	0%	37%	49%	0%
Services	31%	12%	67%	31%	19%	42%
Healthcare	12%	23%	0%	12%	29%	36%
Internet/Consumer	22%	4%	11%	20%	3%	9%
Other	0%	0%	22%	0%	0%	13%
Total	100%	100%	100%	100%	100%	100%

The Investment Manager also reviews the concentration risk of the Invested Portfolio.

The spread of the portfolio across the four key sectors is set out below:

The Company’s capital management objectives are to maintain a strong capital

base to ensure the Company will continue as a going concern, maximise capital

appreciation and provide regular dividends to its shareholders. The Company’s

capital comprises non-redeemable ordinary shares and retained earnings.

The ordinary shares are listed on the London Stock Exchange (APAX). The Board receives

regular reporting from its corporate broker which provides insight into shareholder sentiment

and movements in the NAV per share discount. The Board monitors and assesses the

requirement for discount management strategies. When considering share buybacks, the

Board will also take into account market sentiment and the trading of its peer group.

Concentration risk

12c.iv.

Capital management

12d

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103

Investments measured at fair value

13a

IFRS 13 “Fair Value Measurement” requires the Company to classify fair value

measurements using a fair value hierarchy that reflects the significance of the inputs

used to make those measurements. The fair value hierarchy has the following levels:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).

• Valuation techniques based on observable inputs (other than quoted prices included within

level 1), that are observable for the asset or liability, either directly (that is, as prices) or indirectly

(that is, derived from prices). This category includes instruments valued using: quoted market

prices in active markets for similar but not identical instruments; quoted prices for identical

instruments in markets that are not considered to be active; and other valuation techniques

where all the significant inputs are directly or indirectly observable from market data (level 2).

• Valuation techniques for the asset or liability that are not based on

observable market data (that is, unobservable inputs) (level 3).

The level in the fair value hierarchy within which the fair value measurement is categorised in

its entirety is determined on the basis of the lowest level input that is significant to the fair

value measurement in its entirety. If a fair value measurement uses observable inputs that

require significant adjustment based on unobservable inputs, that measurement is a level 3

measurement. Assessing the significance of a particular input to the fair value measurement

in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes “observable” requires significant judgement

by the Company. The Company considers observable data to be market data that is

readily available, regularly distributed or updated, reliable and verifiable, not proprietary,

and provided by independent sources that are actively involved in the relevant market.

The Company also determines if there is a transfer between each respective level at

the end of each reporting period based on the valuation information available.

The following table analyses within the fair value hierarchy the Company’s financial assets

and financial liabilities (by class) measured at fair value at 31 December 2023:

IFRS 13 requires the Company to describe movements in and transfers between levels of the

fair value hierarchy. The Company determines if there is a transfer between each respective

level at the end of each reporting period based on the valuation information available.

There were no transfers to or from level 1, level 2 or level 3 during the period.

	Level 1	Level 2	Level 3	Total
Assets and liabilities	€’000	€’000	€’000	€’000
Private Equity financial assets	–	–	891,235	891,235
Private Equity financial liabilities	–	–	(495)	(495)
Debt Investments	9,952	274,273	9,988	294,213
Derived Equity	10,329	–	5,212	15,541
Total	20,281	274,273	905,940	1,200,494

	Level 1	Level 2	Level 3	Total
Assets	€’000	€’000	€’000	€’000
Private Equity financial assets	–	–	877,021	877,021
Private Equity financial liabilities	–	–	(6,063)	(6,063)
Debt Investments	–	330,979	9,660	340,639
Derived Equity	18,390	–	5,150	23,540
Total	18,390	330,979	885,768	1,235,137

The following table analyses within the fair value hierarchy the Company’s financial

assets and liabilities (by class) measured at fair value at 31 December 2022:

Fair value estimation

104 | Apax Global Alpha | Annual Report and Accounts | 2023

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The Company values its holdings in Private Equity Investments based on the

NAV statements it receives from the respective underlying funds.

The Company values Debt Investments using third-party market data and broker quotes where

available. Where such information is not available, the Company uses models that take account

of factors that are relevant to each investment and that prioritise the use of observable inputs.

The fair value of investments in subsidiaries is considered to be the NAV of the

underlying subsidiaries which includes the fair value of investments held net of

other net current assets or liabilities. The fair value of the underlying investments

held are included within the Debt Investments disclosures as relevant.

The Company values unquoted equities in the Derived Equity portfolio using

recent transaction data where applicable or models that utilise comparable

company multiples applied to budgeted and historical earnings.

Movements in level 3 investments are summarised in the table below:

The unrealised losses attributable to only assets and liabilities held at

31 December 2023 were €9.2m (31 December 2022: €110.2m ).

Significant unobservable inputs used in measuring fair value

13b

Year ended 31 December 2023 Year ended 31 December 2022

	Private Equity	Debt Investments	Derived Equity	Total	Private Equity	Debt Investments	Derived Equity	Total
	Investments €’000	€’000	€’000	€’000	Investments €’000	€’000	€’000	€’000
Opening fair value	870,958	9,658	5,152	885,768	1,012,855	8,908	9,570	1,031,333
Additions	89,699	–	–	89,699	194,380	–	–	194,380
Disposals and repayments	(90,431)	–	–	(90,431)	(228,316)	–	(7,098)	(235,414)
Realised gains/(losses) on financial assets	30,109	–	–	30,109	12,595	–	(6,931)	5,664
Unrealised (losses)/gains on financial assets	(12,238)	330	60	(11,848)	(114,493)	750	9,611	(104,132)
Unrealised gains/(losses) on financial liabilities	2,643	–	–	2,643	(6,063)	–	–	(6,063)
Transfers into level 3	–	–	–	–	–	–	–	–
Closing fair value	890,740	9,988	5,212	905,940	870,958	9,658	5,152	885,768
Financial assets held at FVTPL	891,235	9,988	5,212	906,435	877,021	9,658	5,152	891,831
Financial liabilities held at FVTPL	(495)	–	–	(495)	(6,063)	–	–	(6,063)

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105

		Significant	Sensitivity to changes in significant	31 December 2023	31 December 2022
Description	Valuation technique	unobservable inputs	unobservable inputs	valuation €’000	valuation €’000
Private Equity financial assets	NAV adjusted for carried	NAV	The Company does not apply further discount	891,235	877,021
	interest		or liquidity premiums to the NAV statements.
			A movement of 10% in the value of Private Equity
			Investments would move the NAV at the
			year-end by 6.9% (31 December 2022: 6.7%).
Private Equity financial liabilities				(495)	(6,063)
Debt Investments	The Company holds a	Probability of	On a look-through basis the Company held one	9,988	9,660
	convertible preferred	conversion	debt position (31 December 2022: one) which
	instrument, the value		had probability of conversion of 60% applied.
	of which is determined		A movement of 10% in the conversion percentage
	by the probability		would result in a movement of 0.0% on NAV
	weighted average of the		at period end (31 December 2022: 0.0%).
	instrument converting
	or not converting at the
	valuation date
Derived Equity	Comparable company	Comparable	The Company held two equity positions	5,212	5,150
	earnings multiples	company	(31 December 2022: two) which were valued using
	and/or precedent	multiples	comparable company multiples. The average
	transaction analysis		multiple was 8.9x (31 December 2022: 8.5x).
			A movement of 10% in the multiple
			applied would move the NAV at year-end
			by 0.1% (31 December 2022: 0.1%).

The table below sets out information about significant unobservable inputs used in

measuring financial instruments categorised as level 3 in the fair value hierarchy:

Significant unobservable inputs used in measuring fair value continued

13b

106 | Apax Global Alpha | Annual Report and Accounts | 2023

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Shareholders’ capital

Earnings and NAV per share

At 31 December 2023, the Company had 491,100,768 ordinary shares fully paid with no par

value in issue (31 December 2022: 491,100,768 shares). All ordinary shares rank pari passu with

each other, including voting rights and there has been no change since 31 December 2022.

The Company has one share class; however, a number of investors are subject to lock-up

periods, which restricts them from disposing of ordinary shares issued at admission. For

investors which had five-year lock-up periods at admission, all of these shares have been

released following the fifth anniversary on 15 June 2020. For investors with ten-year lock-up

periods, 20% of ordinary shares were released from lock-up on 15 June 2021, with a further

20% being released annually until 15 June 2025. Additionally, performance shares awarded

to the Investment Manager are subject to a one-year lock-up from date of receipt.

At 31 December 2023, there were no items that would cause a dilutive effect on earnings per

share (2022: Nil). The adjusted earnings per share has been calculated based on the profit

attributable to shareholders adjusted for the total accrued performance fee at year-end over the

weighted average number of ordinary shares. This has been calculated on a full liquidation basis.

	Year ended	Year ended
Earnings	31 December 2023	31 December 2022
Profit/(loss) for the year attributable to equity shareholders: €’000	53,478	(110,037)
Weighted average number of shares in issue
Ordinary shares at end of year	491,100,768	491,100,768
Shares issued in respect of performance fee	–	–
Total weighted ordinary shares	491,100,768	491,100,768
Dilutive adjustments	–	–
Total diluted weighted ordinary shares	491,100,768	491,100,768
Effect of performance fee adjustment on ordinary shares
Performance shares to be awarded based on a liquidation basis	3,545,262	–
Adjusted shares	494,646,030	491,100,768
Earnings/(loss) per share (cents)
Basic	10.89	-22.41
Diluted	10.89	-22.41
Adjusted	10.81	-22.41

	31 December 2023	31 December 2022
NAV €’000
NAV at end of year	1,294,164	1,299,376
NAV per share (€)
NAV per share	2.64	2.65
Adjusted NAV per share	2.62	2.65

1. The number of performance shares is calculated

inclusive of deemed realised performance shares

that would be issued utilising the theoretical

performance fee payable calculated on a

liquidation basis

2. The calculation of Adjusted Shares above assumes

that new shares were issued by the Company to

the Investment Manager in lieu of the performance

fee. As per the prospectus, the Company may also

purchase shares from the market if the Company

is trading at a discount to its NAV per share. In

such a case, the Adjusted NAV per share would

be calculated by taking the NAV at the year-end

adjusted for the performance fee reserve and then

divided by the current number of ordinary shares

in issue. At 31 December 2023, the Adjusted NAV

per share for both methodologies resulted in an

Adjusted NAV per share of €2.62 respectively.

In the prior year, there was no performance fee

accrued and therefore Adjusted NAV per share

remained the same as NAV per share at €2.65

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107

Dividends

Subsequent events

Year ended 31 December 2023 Year ended 31 December 2022

Dividends paid to shareholders during the year	€’000	€	£’000	£	€’000	€	£’000	£
Final dividend paid for 2022/2021	32,462	6.61c	28,582	5.82p	37,417	7.59c	31,234	6.36p
Interim dividend paid for 2023/2022	32,804	6.63c	27,993	5.70p	34,847	7.09c	29,466	6.00p
Total	65,266	13.24c	56,575	11.52p	72,264	14.68c	60,700	12.36p

Year ended 31 December 2023 Year ended 31 December 2022

Dividends to shareholders in respect of the year	€’000	€	£’000	£	€’000	€	£’000	£
Final dividend proposed	32,364	6.59c	27,698	5.64p	32,462	6.61c	28,582	5.82p
Interim dividend paid	32,804	6.63c	27,993	5.70p	34,847	7.09c	29,466	6.00p
Total	65,168	13.22c	55,691	11.34p	67,309	13.70c	58,048	11.82p

On 4 March 2024, the Board approved the final dividend for 2023, 5.64 pence per share (6.59

cents euro equivalent) (2022: 5.82 pence per share (6.61 cents euro equivalent)). This represents

2.5% of the Company’s euro NAV at 31 December 2023 and will be paid on 4 April 2024.

On 5 September 2023, the Board approved an interim dividend for the six months

ended 30 June 2023, 5.70 pence per share (6.63 cents euro equivalent) (2022:

6.00 pence per share (7.09 cents euro equivalent)). This represents 2.5% of the

Company’s euro NAV at 30 June 2023 and was paid on 3 October 2023.

The Board considered the Company’s future liquidity position and ability to pay dividends and

deemed it appropriate to maintain payment of the interim and final dividend in respect of 2023.

Post year-end, there were changes to the composition of the Board of Directors and Audit

Committee. On 1 March 2024, Chris Ambler retired from the Board and Audit Committee and Karl

Sternberg was appointed as a new Non-Executive Director to both the Board and Audit Committee.

On 1 March 2024 the revolving credit facility was extended by six months, with a new expiry date

of 4 September 2026.

On 4 March 2024, the Board approved the final dividend for 2023, 5.64 pence per share (6.59

cents euro equivalent) (2022: 5.82 pence per share (6.61 cents euro equivalent)). This represents

2.5% of the Company’s euro NAV at 31 December 2023 and will be paid on 4 April 2024.

108 | Apax Global Alpha | Annual Report and Accounts | 2023

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OVERVIEW GLOSSARY

Directors (all Non-Executive)

Tim Breedon CBE (Chairman)

Susie Farnon (Chair of the Audit Committee)

Chris Ambler (retired 1 March 2024)

Mike Bane

Stephanie Coxon

Karl Sternberg (appointed 1 March 2024)

Registered office of the Company

PO Box 656

East Wing

Trafalgar Court

Les Banques

St Peter Port

Guernsey GY1 3PP

Channel Islands

Investment manager

Apax Guernsey Managers Limited

Third Floor, Royal Bank Place

1 Glategny Esplanade

St Peter Port

Guernsey GY1 2HJ

Channel Islands

Investment advisor

Apax Partners LLP

1 Knightsbridge

London

SW1X 7LX

United Kingdom

www.apax.com

Administrator, Company Secretary

and Depositary

Aztec Financial Services (Guernsey) Limited

PO Box 656

East Wing

Trafalgar Court

Les Banques

St Peter Port

Guernsey GY1 3PP

Channel Islands

Tel: +44 (0)1481 749 700

AGA-admin@aztecgroup.co.uk

www.aztecgroup.co.uk

Corporate broker

Jefferies International Limited

100 Bishopsgate

London EC2N 4JL

United Kingdom

Registrar

Link Asset Services

Mont Crevelt House

Bulwer Avenue

St Sampson

Guernsey GY2 4LH

Channel Islands

Tel: +44 (0) 871 664 0300

enquiries@linkgroup.co.uk

www.linkassetservices.com

Independent auditor

KPMG Channel Islands Limited

Glategny Court

St Peter Port

Guernsey GY1 1WR

Channel Islands

Association of investment companies – AIC

The AIC is the trade body for closed-ended

investment companies. It helps its member

companies deliver better returns for their

investors through lobbying, media engagement,

technical advice, training, and events.

www.theaic.co.uk

Dividend timetable

Announcement: 5 March 2024

Ex-dividend date: 14 March 2024

Record date: 15 March 2024

Payment date: 4 April 2024

Stock symbol

London Stock Exchange: APAX

Shareholder Information \ Administration

Enquiries

Any enquiries relating to shareholdings on

the share register (for example, transfers of

shares, changes of name or address, lost share

certificates or dividend cheques) should be sent

to the Registrars at the address given above.

The Registrars offer an online facility at www.

signalshares.com which enables shareholders

to manage their shareholding electronically.

Investor relations

Enquiries relating to AGA’s strategy and results or if

you would like to arrange a meeting, please contact:

Katarina Sallerfors

Investor Relations – AGA

Apax Partners LLP

1 Knightsbridge

London

SW1X 7LX

United Kingdom

Tel: +44 (0) 207 872 6300

investor.relations@apaxglobalalpha.com

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109

The Company’s investment policy is to make (i)

Private Equity Investments, which are primary and

secondary commitments to, and investments

in, existing and future Apax Funds, (ii) Debt

Investments, which Apax will typically identify as a

result of the process that Apax Partners undertakes

in its private equity activities and which will comprise

direct or indirect investments other than Private

Equity Investments, including primarily investments

in public and private debt, (iii) Derived Equity

which represent limited investments in equity,

primarily in listed companies. The Company will

typically follow the Apax Group’s core sector and

geographical focus in making Debt Investments

and Derived Equity, which may be made globally.

For the foreseeable future, the Board believes that

market conditions and the relative attractiveness of

investment opportunities in private equity will cause

the Company to hold the majority of its investments

in private equity assets. The investment mix will

fluctuate over time due to market conditions and

other factors, including calls for and distributions

from Private Equity Investments, the timing of

making and exiting Debt Investments and Derived

Equity and the Company’s ability to invest in

future Apax Funds. The actual allocation may

therefore fluctuate according to market conditions,

investment opportunities and their relative

attractiveness, the cash flow requirements of the

Company, its dividend policy and other factors.

Private Equity Investments

The Company expects that it will seek to

invest in any new Apax Funds that are raised

in the future. Private Equity Investments may

be made into Apax Funds with any target

sectors and geographic focus and may be

made directly or indirectly. The Company will

not invest in third-party managed funds.

Debt Investments

These investments may include among others:

(i) direct and indirect investments in debt

instruments, including public and private debt

which may include sub-investment grade and

unrated debt instruments; (ii) investments in

the same or different types of debt instruments

in portfolio companies of the Apax Funds;

and may include (iii) acquisitions of Debt

Investments from Apax Funds or third-parties.

Derived Equity

These investments may include among others:

(i) direct and indirect investments in equity,

including equity in private and public companies;

(ii) co-investments with Apax Funds or third

parties; (iii) investments in restructurings; and

(iv) controlling stakes in companies.

Investment restrictions

The following specific investment restrictions

apply to the Company’s investment policy:

• no investment or commitment to invest shall

be made in any Apax Fund which would cause

the total amounts invested by the Company

in, together with all amounts committed by

the Company to, such Apax Fund to exceed,

at the time of investment or commitment,

25% of the Gross Asset Value; this restriction

does not apply to any investments in or

commitments to invest made to any Apax Fund

that has investment restrictions restricting

it from investing or committing to invest

more than 25% of its total commitments

in any one underlying portfolio company;

• not more than 15% of the Gross Asset Value

may be invested in any one portfolio company

of an Apax Fund on a look-through basis;

• not more than 15% of the Gross Asset

Value may be invested in any one Debt

Investment or Derived Equity; and

• in aggregate, not more than 20% of the

Gross Asset Value is intended to be invested

in Derived Equity securities of publicly

listed companies. However, such aggregate

exposure will always be subject to an absolute

maximum of 25% of the Gross Asset Value.

Shareholder Information \ Investment policy

The aforementioned restrictions apply as at the

date of the relevant transaction or commitment

to invest. Hence, the Company would not be

required to effect changes in its investments

owing to appreciations or depreciations in value,

distributions or calls from existing commitments

to Apax Funds, redemptions or the receipt of, or

subscription for, any rights, bonuses or benefits in

the nature of capital or of any acquisition or merger

or scheme of arrangement for amalgamation,

reconstruction, conversion or exchange or

any redemption, but regard shall be had to

these restrictions when considering changes

or additions to the Company’s investments

(other than where these investments are due to

commitments made by the Company earlier).

The Company may borrow in aggregate up to 25%

of Gross Asset Value at the time of borrowing

to be used for financing or refinancing (directly

or indirectly) its general corporate purposes

(including without limitation, any general liquidity

requirements as permitted under its Articles

of Incorporation), which may include financing

short-term investments and/or buybacks of

ordinary shares. The Company does not intend

to introduce long-term structural gearing.

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Status and legal form

The Company is a Non-EU Alternative Investment Fund (“AIF”)

, being a closed-

ended investment company incorporated in Guernsey and listed on the London

Stock Exchange. The Company’s registered office is PO Box 656, East Wing,

Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP.

Remuneration disclosure

This disclosure contains general information about the basic characteristics of AGML’s (the

“AIFM”) remuneration policies and practices as well as some detailed information regarding

the remuneration policies and practices for board directors whose professional activities

have a material impact on the risk profile of Apax Global Alpha Limited (the “AIF”).

This disclosure is intended to provide the information contemplated by Section XIII of the

ESMA Guidelines on sound remuneration policies under the AIFMD and paragraph 8 of the

Commission Recommendation (2009/384/ EC of 30 April 2009 on remuneration policies in

the financial services sector) taking into account the nature, scale and complexity of the AIFM

and the AIFs it manages. The AIFM is a non-EU manager and the AIF is a non-EU closed-ended

investment company incorporated in Guernsey and listed on the London Stock Exchange.

The AIF is externally managed by the AIFM. The AIFM does not have any employees, however, it does

have a board of directors comprising five people, three of whom are employees of Apax Partners

Guernsey Limited (“APG”) and two of whom are non-executive directors. No other persons are

remunerated directly from the AIFM for work in relation to the AIFM or the AIF. The directors of the

AIFM fall within the Directive definitions as senior management and risk-takers as detailed below:

• “senior management” means the relevant persons responsible for the supervision of the AIFM

and for the assessment and periodical review of the adequacy and effectiveness of the risk

management process and policies of the AIFM; and

• “risk-takers” means all staff whose actions have a material impact on the AIFM’s risk profile or the

risk profile of the AIF and, given the size of the AIFM’s operations, includes all staff of the AIFM

who are involved directly or indirectly in the management of the AIF.

Shareholder Information \ AIFMD

General description of policy

The board of the AIFM has adopted a remuneration policy which applies to the directors. The

overarching aim of the policy is twofold: (i) to ensure that there is no encouragement for risk-

taking at the level of the AIF which is inconsistent with the risk profile and investment strategy of

the AIF; and (ii) to encourage proper governance, risk management and the use of sound control

processes. All directors are responsible for ensuring the AIF acts in accordance with its investment

policy and managing the AIFM’s risks effectively. The policy recognises that two of the directors

are non-executive directors and three directors are Apax employees (the “Apax directors”).

Remuneration (which excludes carried interest) paid to the directors is not based on, or linked to, the

overall performance of the AIF. Other than described below, there is no variable component in the

remuneration paid to any of the directors for their services on the board and thus the policy does

not seek to identify quantitative and qualitative criteria by which the directors’ performance can

be assessed for the purposes of adjusting a variable component of remuneration. Remuneration

paid to the directors is therefore not based on, or linked to, the overall performance of the AIF.

General description of remuneration governance

The remuneration process is overseen by the AIFM directors. The board of the AIFM reviews the

remuneration policy annually. The board of the AIFM ensures that the policy is transparent and easy

to understand.

Remuneration framework – objectives

The remuneration of directors is described in the table below:

Type of remuneration Purpose

Non-executive

directors of the

AIFM

x2 persons

– contractual arrangement in place for their services

– receive a set amount of remuneration each quarter

– the remuneration of these directors is detailed in the disclosed

remuneration value

APG employees

as directors of

the AIFM

x3 persons

– the services principally provided by these directors is included within

the total fee payable for services provided by the administrator to

the AIFM and the performance of these services forms part of the

employee’s duties. Where separate remuneration is made to a director

via a contractual arrangement for their services this is detailed in the

disclosed remuneration value

Variable

remuneration

–

the AIFM may receive performance shares in the AIF (as part of

its performance fee shares awarded) and may choose to award a

proportion of those shares to the APG employees as directors of the

AIFM or to other employees of the Apax Group on a discretionary basis

Alternative Investment Fund Managers Directive (“AIFMD”)

1.From the Directive – “Depending on their legal form,

it should be possible for AIFs to be either externally

or internally managed. An AIF should be deemed

externally managed when an external legal person

has been appointed as manager by or on behalf

of the AIF, which through such appointment is

responsible for managing the AIF”

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Quantitative disclosures

The table below shows the breakdown of remuneration for the fiscal

year ended 31 December 2023, for the directors:

Total The total amount of fixed remuneration for the

reporting period paid by the AIFM to its directors

£240,000

Performance

The total number of performance shares awarded

free from consideration during the year

–

Carried interest Not applicable to the AIF

1.The AIF will not pay carried interest, which can be confirmed in its prospectus

Sustainable risk finance disclosure regulation (2019/2088) (the “Disclosure Regulation”)

The AIFM makes the following disclosures in accordance with Article

6(1) and Article 7(2) of the Disclosure Regulation:

Integration of sustainability risks

The policy of the AIFM on the integration of sustainability risks in its investment

decision-making process is to rely on the responsible investment and sustainability

policies and procedures of Apax Partners LLP (the “Investment Advisor”) as set

out at: www.apaxglobalalpha.com/investment-portfolio/sustainability/

In line with the above policy, the AIFM and the Investment Advisor on which the AIFM

relies, has determined that sustainability risks are relevant to the AIF. It has reached this

determination, having had regard to the types of investments that may be made in accordance

with AIF’s investment policy and objectives and has concluded that environmental or

social characteristics and sustainable investments are relevant but are not a key objective

for the AIF. It has therefore assessed that investments on behalf of AIF are likely to be

subject to specific sustainability risks and that the AIF returns may be impacted.

The portfolio of the AIF comprises different direct and indirect investments that may

change over time as a result of specific investment decisions made and accordingly the

identification and assessments of risks, including sustainability risks, will take place on an

investment-by-investment basis. The Investment Advisor’s assessment (on which the

AIFM relies) is that integration of sustainability risks in investment decisions, combined

with a diversified portfolio, is appropriate for the AIF. In light of its investment objective and

strategy, this should help mitigate the potential material negative impact of sustainability

risks on the returns of the AIF. Although there can be no assurance that all such risks will

be mitigated in whole or in part, nor identified prior to the date the risk materialises.

Transparency of adverse sustainability impacts

The Investment Advisor does not consider the adverse impacts of investment decisions on

sustainability factors in the manner prescribed by article 4 of the Disclosure Regulation. Article

4 of the Disclosure Regulation requires fund managers to make a clear statement as to whether

or not they consider the “principal adverse impacts” of investment decisions on sustainability

factors. Although the Investment Advisor takes sustainability and ESG very seriously the

Investment Advisor could not gather and/or measure all of the data on which it expects to be

obliged by article 4 of the Disclosure Regulation to report, or could not do so systematically,

consistently, and at a reasonable cost to investors. This data gap is not expected to change

in the short-term. This is because: (i) various underlying issuers (which may be global, and

many not public interest entities) are not obliged to, and overwhelmingly do not currently,

report by reference to the same data; or (ii) the underlying investments and issuers are still in

the process of considering their mandatory data collection and disclosure requirements.

Taxonomy regulation disclosure

The investments underlying this financial product do not take into account

the EU criteria for environmentally sustainable economic activities.

Material changes

Other than the new Disclosure Regulation, there have been no material changes to the

information disclosed under Article 23 of the AIFMD in the prospectus of the Company other

than the previously disclosed announcements regarding the new multi-currency revolving

credit facility RCF on 6 September 2023 and directorate changes on 2 October 2023.

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Total Return

(Euro) Return attribution

Private Equity

Investments

Debt

Investments

Derived

Equity

Private Equity

Investments

Debt

Investments

Derived

Equity

Performance

fee Other

Total NAV

Return

1Q19 12.3% 4.8% 1.2% 7.9% 0.9% 0.1% 0.0% (0.2%) 8.7%

2Q19 7.1% 0.9% (0.4%) 4.8% 0.2% 0.0% (0.3%) (0.2%) 4.4%

3Q19 6.9% 6.0% (3.5%) 4.3% 1.4% (0.4%) (0.2%) (0.2%) 4.9%

4Q19 3.0% 1.8% 14.9% 2.5% 0.1% 1.3% (0.5%) 0.0% 3.4%

1Q20 (11.6%) (7.7%) (25.1%) (8.0%) (1.8%) (1.8%) 0.0% (0.3%) (11.9%)

2Q20 16.0% 7.0% 14.8% 11.1% 1.6% 0.7% 0.0% (0.2%) 13.3%

3Q20 12.4% 2.1% (2.4%) 8.4% 0.4% (0.1%) 0.0% (0.3%) 8.5%

4Q20 8.7% (0.1%) 36.1% 6.0% 0.0% 1.0% 0.0% (0.1%) 6.9%

1Q21 13.7% 6.4% 18.3% 8.5% 1.6% 0.7% (0.2%) (0.2%) 10.4%

2Q21 9.5% 1.4% 8.2% 6.1% 0.4% 0.3% (0.1%) (0.2%) 6.5%

3Q21 13.6% 3.4% 6.5% 9.1% 0.9% 0.3% (0.2%) (0.2%) 9.9%

4Q21 (0.6%) 2.7% (3.7%) (0.4%) 0.7% (0.1%) (0.1%) (0.2%) (0.1%)

1Q22 (3.1%) 2.8% (0.7%) (2.0%) 0.6% 0.0% (0.2%) (0.1%) (1.7%)

2Q22 (2.6%) 0.7% (10.0%) (1.8%) 0.1% (0.2%) 0.2% (0.2%) (1.9%)

3Q22 3.0% 6.0% (2.9%) 2.1% 1.6% (0.1%) (0.3%) (0.1%) 3.2%

4Q22 (8.2%) (6.2%) 8.0% (9.9%) 1.8% 0.5% 0.5% (0.2%) (7.3%)

1Q23 1.8% 2.8% 4.3% 1.2% 0.9% 0.1% (0.1%) (0.2%) 1.9%

2Q23 0.1% 2.6% (2.2%) 0.1% 0.9% 0.0% (0.2%) (0.2%) 0.6%

3Q23 (1.7%) 5.6% (3.4%) (1.0%) 1.4% 0.0% (0.2%) (0.3%) (0.1%)

4Q23 2.1% 0.9% 14.6% 1.5% 0.2% 0.2% 0.1% (0.1%) 1.9%

2019 33.9% 11.8% 9.1% 20.2% 2.7% 1.1% (1.0%) (0.3%) 22.7%

2020 25.4% 0.2% (3.8%) 15.9% 0.0% (0.2%) 0.0% (0.9%) 14.8%

2021 41.0% 13.4% 37.5% 25.0% 4.0% 1.3% (0.7%) (0.9%) 28.7%

2022 (11.3%) 2.7% (7.4%) (7.3%) 0.6% (0.1%) 0.0% (0.6%) (7.4%)

2023 2.4% 11.8% 14.8% 1.6% 3.3% 0.2% (0.5%) (0.5%) 4.1%

NOTE:

All quarterly information included in the tables above

is unaudited

1. Total Return for each respective sub-portfolio has

been calculated by taking total gains or losses and

dividing them by the sum of Adjusted NAV at the

beginning of the period and the time-weighted net

invested capital. The time-weighted net invested

capital is the sum of investments made during the

period less realised proceeds received during the

period, both weighted by the number of days the

capital was at work in the portfolio

2. Includes management fees and other general

costs. It also includes FX on the euro returns

table only

Quarterly returns since 1Q19

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NOTE:

All quarterly information included in the tables above

is unaudited

1. Total Return for each respective sub-portfolio has

been calculated by taking total gains or losses and

dividing them by the sum of Adjusted NAV at the

beginning of the period and the time-weighted net

invested capital. The time-weighted net invested

capital is the sum of investments made during the

period less realised proceeds received during the

period, both weighted by the number of days the

capital was at work in the portfolio

2. Includes management fees and other general

costs. It also includes FX on the euro returns

table only

3. Includes the impact of FX movements on

investments and FX on cash held during each

respective period

Total Return

(constant currency) Return attribution

Private Equity

Investments

Debt

Investments

Derived

Equity

Private Equity

Investments

Debt

Investments

Derived

Equity

Performance

fee Other

Total NAV

Return

1Q19 10.0% 2.5% (1.5%) 6.4% 0.5% (0.2%) 0.0% (0.2%) 2.2% 8.7%

2Q19 8.0% 2.3% 0.8% 5.3% 0.5% 0.1% (0.3%) (0.2%) (1.0%) 4.4%

3Q19 4.8% 2.5% (5.1%) 3.1% 0.6% (0.6%) (0.2%) (0.3%) 2.3% 4.9%

4Q19 4.1% 3.7% 15.2% 3.2% 0.6% 1.3% (0.5%) 0.0% (1.2%) 3.4%

1Q20 (11.6%) (8.6%) (23.5%) (7.9%) (2.0%) (1.7%) 0.0% (0.2%) (0.1%) (11.9%)

2Q20 16.3% 8.4% 16.2% 11.4% 2.0% 0.8% 0.0% (0.2%) (0.6%) 13.3%

3Q20 15.9% 5.7% (1.0%) 10.7% 1.2% 0.0% 0.0% (0.2%) (3.2%) 8.5%

4Q20 11.0% 3.0% 37.2% 7.6% 0.7% 1.1% 0.0% (0.1%) (2.4%) 6.9%

1Q21 9.6% 2.5% 14.1% 6.0% 0.7% 0.6% (0.2%) (0.2%) 3.5% 10.4%

2Q21 10.2% 1.9% 9.2% 6.6% 0.5% 0.4% (0.1%) (0.2%) (0.7%) 6.5%

3Q21 11.8% 1.5% 5.4% 7.9% 0.5% 0.2% (0.2%) (0.1%) 1.6% 9.9%

4Q21 (2.3%) 1.0% (5.9%) (1.5%) 0.3% (0.1%) (0.2%) (0.2%) 1.6% (0.1%)

1Q22 (5.4%) 0.3% (2.1%) (3.6%) 0.2% 0.0% (0.2%) (0.2%) 2.1% (1.7%)

2Q22 (6.1%) (3.7%) (12.5%) (3.9%) (1.0%) (0.3%) 0.2% (0.2%) 3.3% (1.9%)

3Q22 (1.6%) 0.4% (6.7%) (1.0%) 0.4% (0.1%) (0.3%) (0.2%) 4.4% 3.2%

4Q22 (2.1%) 1.1% 14.6% (1.5%) 0.0% 0.3% 0.3% (0.2%) (6.2%) (7.3%)

1Q23 2.6% 3.9% 4.9% 1.8% 1.2% 0.1% (0.1%) (0.2%) (0.9%) 1.9%

2Q23 0.4% 3.1% (2.5%) 0.3% 1.0% 0.0% (0.1%) (0.2%) (0.4%) 0.6%

3Q23 (3.6%) 3.4% (3.8%) (2.3%) 1.0% (0.1%) (0.2%) (0.3%) 1.8% (0.1%)

4Q23 4.9% 3.9% 16.1% 3.3% 1.0% 0.2% (0.1%) 0.1% (2.6%) 1.9%

2019 31.7% 9.6% 5.5% 19.3% 2.2% 0.7% (0.7%) (1.0%) 2.2% 22.7%

2020 32.6% 7.4% 2.5% 20.6% 1.7% 0.1% 0.0% (0.8%) (6.8%) 14.8%

2021 34.6% 6.9% 30.2% 21.0% 2.3% 1.1% (0.7%) (0.9%) 5.9% 28.7%

2022 (14.8%) (1.7%) (8.6%) (9.5%) (0.4%) (0.2%) 0.0% (0.6%) 3.3% (7.4%)

2023 4.5% 14.4% 16.8% 3.0% 4.0% 0.2% (0.6%) (0.5%) (2.0%) 4.1%

Quarterly returns since 1Q19 continued

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1. For annual periods the average weighting over four

quarters used

Portfolio allocation

Portfolio NAV (€m) NAV (€m)

Private Equity

Investments

Debt

Investments

Derived

Equity

Net cash

and NCAs

Private Equity

Investments

Debt

Investments

Derived

Equity

Net cash

and NCAs

Total

NAV

Total Adjusted

NAV

1Q19 68% 18% 11% 3% 669.5 178.9 112.0 28.1 988.5 988.2

2Q19 56% 22% 12% 9% 582.9 232.1 123.3 96.2 1,034.5 1,031.9

3Q19 61% 24% 11% 4% 648.1 257.4 116.0 38.9 1,060.4 1,055.8

4Q19 70% 23% 8% (1%) 766.3 252.5 89.7 (9.5) 1,099.0 1,092.1

1Q20 69% 24% 4% 3% 643.1 221.4 44.3 27.4 936.2 936.2

2Q20 70% 22% 5% 3% 742.5 230.8 50.7 36.7 1,060.7 1,060.7

3Q20 70% 22% 3% 5% 784.1 243.4 32.3 64.3 1,124.1 1,124.1

4Q20 66% 23% 3% 8% 788.3 275.7 43.7 93.5 1,201.2 1,201.2

1Q21 64% 25% 4% 7% 830.7 322.8 46.1 99.9 1,299.5 1,296.6

2Q21 66% 28% 4% 2% 916.6 388.6 50.6 29.0 1,384.8 1,380.3

3Q21 68% 23% 3% 5% 1,016.1 348.8 51.5 73.2 1,489.6 1,483.0

4Q21 68% 20% 2% 10% 1,012.9 304.6 30.9 141.7 1,490.1 1,481.7

1Q22 65% 23% 2% 10% 918.4 327.1 30.7 145.7 1,421.9 1,419.6

2Q22 63% 24% 2% 11% 877.2 337.5 27.4 150.1 1,392.2 1,392.2

3Q22 66% 26% 2% 6% 922.4 369.6 24.9 89.3 1,406.2 1,402.1

4Q22 67% 26% 2% 5% 871.0 340.6 23.6 64.2 1,299.4 1,299.4

1Q23 69% 27% 2% 2% 887.7 343.6 24.4 37.3 1,293.0 1,291.4

2Q23 66% 26% 1% 7% 858.9 341.7 13.8 87.4 1,301.8 1,298.7

3Q23 67% 22% 1% 10% 849.5 283.2 13.1 124.1 1,269.9 1,264.2

4Q23 69% 23% 1% 7% 890.7 294.2 15.6 93.7 1,294.2 1,287.6

2019 64% 22% 11% 4% 666.7 230.3 110.2 38.4 1,045.6 1,042.0

2020 69% 23% 4% 5% 739.5 242.8 42.8 55.5 1,080.6 1,080.6

2021 67% 24% 3% 6% 944.1 341.2 44.8 86.0 1,416.0 1,410.4

2022 65% 25% 2% 8% 897.2 343.7 26.7 112.3 1,379.9 1,378.3

2023 68% 24% 1% 7% 871.7 315.7 16.7 85.6 1,289.7 1,285.5

Portfolio allocation since 1Q19

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KEY TERMS

Eligible Portfolio means the Debt Investments,

Derived Equity, and Eligible Private Equity portfolios.

Eligible Private Equity means the Private

Equity portfolio eligible for management fees

and performance fee. It represents interests

in Private Equity Investments held that do

not pay fees at the Apax Fund level.

Portfolio Total Return means the sub-portfolio

performance in a given period, is calculated by taking

total gains or losses and dividing them by the sum

of GAV at the beginning of the period and the time

weighted net invested capital. The time weighted

net invested capital is the sum of investments made

during the period less realised proceeds received

during the period, both weighted by the number of

days the capital was at work in the portfolio. Portfolio

Total Return is gross of performance fees but net of

management fees and relevant Direct Deal costs.

Direct Deal costs means costs directly

attributable to the due diligence and execution

of deals completed by the Company (such

as broker fees and deal research costs). For

avoidance of doubt it excludes taxes payables

and general fund and administration costs.

Summary of fees

There is no layering of fees and there

are no fees charged on cash.

For the Private Equity portfolio, fees are paid at

the level of the Apax Funds. As AGA is typically

a sizeable investor in each of the Apax Funds,

it benefits from fee discounts also made

available to other investors of similar size.

On Debt Investments and Derived Equity,

AGA pays a management fee plus a

performance fee if the return hurdle is met.

The above summarises the fees paid on Debt Investments, Derived Equity, and

Eligible Private Equity. The fee is calculated and paid quarterly in arrears to AGML.

The performance fee is calculated based on the overall gains or losses net of management fees

and Direct Deal costs in each financial year. The performance fee is calculated and paid annually.

Performance fee payments are expected to be made in shares and remain subject to the terms

as disclosed in the Prospectus.

Separate to this is carried interest which is accrued at the level of the Apax funds. As AGA is a

limited partner in these funds, Private Equity NAV reported by AGA is already net of this number

and no additional performance fee is charged by AGA.

How fees are charged

Fees paid by Apax Funds

Management fees

of currently 1.3%

commitments and carried

interest. AGA benefits from

discounts that other similar

sized LPs pay

Management fees of

1% on debt + additional

performance if return

hurdle met

Fees paid by AGA

No layering of fees

No fees on cash

Management fees

Performance fees

Debt Investments 1.0%

Derived Equity and Eligible Private Equity

0.5%

Net portfolio

total return

hurdle

Performance

fee rate

Debt Investments 6% 15%

Derived Equity and Eligible Private Equity

8% 20%

1. Look-through management fees % calculated based on current management fee rate charged

over AGA’s commitment. Look-through % weighted based on AGA commitments

2. Fees on Derived Equity and non-fee paying Private Equity funds is paid to AGML at 0.5% per annum

3. Eligible Private Equity represents less than 2% of NAV and relates to secondary

stakes in Apax Europe VI and Apax Europe VII acquired by AGA

Private equity

Portfolio

companies

AGA invests as a

Limited Partner

into Apax Funds

Portfolio of

predominantly

Debt

instruments

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Ongoing charges in the reported period

Ongoing charges are calculated in line with

guidance issued by the AIC. They comprise

recurring costs such as administration

costs, management fees paid to AGML, and

management fees paid to the underlying Private

Equity funds’ general partners. They specifically

exclude deal costs, taxation, financing costs,

performance fees and other non-recurring

costs. A reconciliation between costs per

the financial statements and those used in

the ongoing charges is set out on the left.

Note that these calculations differ from those

provided in the Key Information Document

(“KID”) which are prepared in line with

guidance issued under the Packaged Retail

and Insurance-based Investment Products

Regulations. Key difference is the periods

based on which these charges are prepared.

1. Represents management fees of the Apax Funds

2. Represents the average of five quarter-end

reported NAVs from 31 December 2022 to

31 December 2023

All in €’000

Operating costs

Total per statement of

profit or loss and oci

Excluded from AIC

ongoing charges

Included in AIC

ongoing charges

Performance fee 6,576 6,576 –

Management fee 3,363 – 3,363

Admin and other expenses 3,328 611 2,717

Other admin and operating expenses 2,566 – 2,566

Deal transaction, custody and research costs 129 129 –

Legal and other professional fees 633 482 151

Total 13,267 7,187 6,080

Finance costs 3,054 3,054 –

Total costs 16,321 10,241 6,080

Look-through management fees¹ 17,644

Total ongoing charges 23,724

Average NAV² 1,291,634

% of Average NAV 1.8%

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117

Glossary

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OVERVIEW GLOSSARY

ADF means the limited partnerships that

constitute the Apax Digital Private Equity fund.

ADF II means the limited partnerships that

constitute the Apax Digital II Private Equity fund.

Adjusted NAV calculated by adjusting

the NAV at reporting periods, by the

estimated performance fee reserves.

Adjusted NAV per share calculated by dividing the

Adjusted NAV by the number of shares in issue.

AEVI means the limited partnerships that

constitute the Apax Europe VI Private Equity fund.

AEVII means the limited partnerships that

constitute the Apax Europe VII Private Equity fund.

AGI means the limited partnerships that

constitute the Apax Global Impact Fund.

AGML or Investment Manager means

Apax Guernsey Managers Limited.

AI artificial intelligence.

AIX means the limited partnerships that

constitute the Apax IX Private Equity fund.

AMI means the limited partnerships

that constitute the AMI Opportunities

Fund focused on investing in Israel.

AMI II means the limited partnerships

that constitute the AMI Opportunities II

Fund focused on investing in Israel.

Apax Global Alpha or Company or AGA

means Apax Global Alpha Limited.

Apax Group means Apax Partners LLP and its

affiliated entities, including its sub-advisors, and

their predecessors, as the context may require.

Apax Partners or Apax or Investment

Advisor means Apax Partners LLP.

Apax Private Equity Funds or Apax Funds

means Private Equity funds managed, advised

and/or operated by Apax Partners.

APFS means Apax Partners Fund Services Limited.

APG means Apax Partners Guernsey Limited.

AVIII means the limited partnerships that

constitute the Apax VIII Private Equity fund.

AX means the limited partnerships that

constitute the Apax X Private Equity fund.

AXI means the limited partnerships that

constitute the Apax XI Private Equity fund.

Aztec or Aztec Group means Aztec

Financial Services (Guernsey) Limited.

Capital Markets Practice or CMP consists of a

dedicated team of specialists within the Apax

Partners Group having in-depth experience of the

leveraged finance debt markets, including market

conditions, participants and opportunities. The

CMP was initially set up to support the investment

advisory teams within the Apax Group in

structuring the debt component of a private equity

transaction. The CMP has over the years expanded

its mandate to working alongside the investment

advisory teams to advise on Debt Investments.

Cumulative Return calculated on the movement

in Adjusted NAV per share taking into account

any dividends paid during the respective period

whilst annualised Cumulative Return calculated

based on the internal rate of return (“IRR”) using

the opening Adjusted NAV, dividend paid and

closing Adjusted NAV for the period stated.

Debt Investments comprise investments including

primary investments in public and private debt. In

each case, these are typically identified by Apax

Partners as part of its private equity activities.

Derived Equity comprise investments

including primary investments in in equity,

primarily in listed companies. In each case,

these are typically identified by Apax Partners

as part of its private equity activities.

Direct Deal costs means costs directly

attributable to the due diligence and execution

of deals completed by the Company (such

as broker fees and deal research costs). For

avoidance of doubt it excludes taxes payables

and general fund and administration costs.

EBITDA means Earnings before interest,

tax, depreciation and amortisation.

Eligible Portfolio means the Debt

Investments, Derived Equity and Eligible

Private Equity Investments portfolios.

Glossary

Eligible Private Equity means the Private

Equity Investments eligible for management

fees and performance fee. It represents

interests in Private Equity Investments held

that do not pay fees at the Apax Fund level.

ESG means Environmental, social and governance.

EV means Enterprise value.

FRC Financial Reporting Council.

FVTPL means fair value through profit or loss.

FX means foreign exchange.

Gross Asset Value or GAV means the Net

Asset Value of the Company plus all liabilities

of the Company (current and non-current).

Gross IRR means an aggregate, annual, compound,

internal rate of return calculated on the basis

of cash receipts and payments together with

the valuation of unrealised investments at the

measurement date. Foreign currency cash flows

have been converted at the exchange rates

applicable at the date of receipt or payment. For the

underlying Private Equity, Gross IRR does not reflect

expenses to be borne by the relevant investment

vehicle or its investors including, without limitation,

performance fees, management fees, taxes and

organisational, partnership or transaction expenses.

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119

Invested Portfolio means the part of AGA’s

portfolio which is invested in Private Equity,

Debt Investments and Derived Equity,

however, excluding any other investments

such as legacy hedge funds and cash.

Investor relations team means such investor

relations services as are currently provided

to AGA by the Investment Advisor.

IPO means Initial public offering.

KPI means Key performance indicator.

LSE means London Stock Exchange.

LT M means Last twelve months.

Market capitalisation is calculated by multiplying

the share price at a particular date by the

number of shares in issue on the same date.

The euro equivalent is translated using the

exchange rate at the reporting period date.

MOIC Multiple of invested capital.

Net Asset Value or NAV means the value

of the assets of the Company less its

liabilities as calculated in accordance with

the Company’s accounting policies.

NTM means Next twelve months.

OCI means Other comprehensive income.

Ongoing charges are the Company’s ongoing

charges which are calculated in line with guidance

issued by the AIC. They comprise recurring costs

such as administration costs, management fees

paid to AGML and management fees paid to the

underlying Private Equity funds’ general partners.

They specifically exclude deal costs, taxation,

financing costs, performance fees and other

non-recurring costs. A reconciliation between

costs per the financial statements and those

used in the ongoing charges is set out on p.116.

Operational Excellence Practice or OEP

means professionals who support the Apax

Funds’ investment strategy by providing

assistance to portfolio companies in specific

areas such as devising strategies, testing

sales effectiveness and cutting costs.

Performance fee reserve is the estimated

performance fee reserve calculated in line with

the Investment Management Agreement.

Portfolio Total Return means the sub-portfolio

performance in a given period, and is calculated

by taking total gains or losses and dividing them

by the sum of GAV at the beginning of the period

and the time-weighted net invested capital. The

time-weighted net invested capital is the sum

of investments made during the period less

realised proceeds received during the period,

both weighted by the number of days the capital

was at work in the portfolio. Portfolio Total

Return is gross of performance fees but net of

management fees and relevant Direct Deal costs.

Private Equity Investments or Private Equity

means primary commitments to, secondary

purchases of commitments in, and investments

in, existing and future Apax Funds.

RCF means Revolving Credit Facility.

Reporting period means the period from

1 January 2023 to 31 December 2023.

Total NAV Return for a year/period means the

return on the movement in the Adjusted NAV per

share at the end of the period together with all

the dividends paid during the period, divided by

the Adjusted NAV per share at the beginning of

the period/year. Adjusted NAV per share used in

the calculation is rounded to five decimal points.

Total Return under the Total Return calculation,

the sub-portfolio performance in a given period

can be evaluated by taking the total gains or losses

and dividing them by the sum of Adjusted NAV at

the beginning of the period and the time-weighted

net invested capital. The time-weighted net

invested capital is the sum of investments made

during the period less realised proceeds received

during the period, both weighted by the number

of days the capital was at work in the portfolio.

Total Shareholder Return or TSR for the period

means the net share price change together

with all dividends paid during the period.

Unaffected Valuation is determined as the

fair value in the last quarter before exit, when

valuation is not affected by the exit process

(i.e. because an exit was signed, or an exit

was sufficiently close to being signed that the

Apax Funds incorporated the expected exit

multiple into the quarter-end valuation).

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Apax Global Alpha

Annual Report and Accounts 2023