Apax Global Alpha

Annual Report and Accounts 2024

Sharpening

our focus

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02 INVESTMENT MANAGER’S

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GLOSSARY

02 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Overview

Glossary

120

Strategic

Report

Apax Global Alpha Limited (“AGA” or the

“Company”) aims to offer shareholders

superior long-term returns by providing

access to a portfolio of private companies

which shareholders can’t buy elsewhere,

the majority of which are owned by the

Apax Funds in control buyout transactions.

Capital not currently invested in Private

Equity is deployed into a portfolio of Debt

Investments to generate additional returns

and income.

About AGA 04

Contents

Investment

Manager’s Report

Governance &

Risk Management

Financial statements

Independent auditor’s report

Statement of financial

position

Statement of profit

or loss and other

comprehensive income

Statement of changes

in equity

Statement of cash flows

Notes to the 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

AGA – Top gross portfolio

holdngs

Operating metrics

Investment environment and

outlook

Performance review

Commitments and funding

Portfolio review

Portfolio review – Private

Equity

Apax XI Fund update

Portfolio review – Private

Equity investment timeline

Sustainability governance

at Apax

Case Study: Private Equity

Portfolio review – Debt

Investments

Chairman’s statement

Principal strategic objectives

Access to a portfolio of

“Hidden Gems”

Active management

Responsible investment

Stakeholder engagement

Chairman’s introduction

Governance at a glance

AGA Board of Directors

An effective 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

117

119

Financial Statements &

Shareholder Information

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01 STRATEGIC

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GLOSSARY

03 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Overview

Apax Global Alpha (“AGA”)

provides public market access

toprivate companies.

About AGA 04

04 FINANCIAL STATEMENTS

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INFORMATION

03 GOVERNANCE &

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02 INVESTMENT MANAGER’S

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01 STRATEGIC

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GLOSSARY

04 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

About AGA

Public market access to private equity

FY 2024 Highlights Public access to private companies

Investing in AGA provides access to a portfolio

of private companies that shareholders can’t

accesselsewhere.

Portfolio

of Debt

Instruments

Private Equity

Portfolio

companies

AGA invests as a

Limited Partner

into Apax Funds

0.8%

FY 2023: 4.1%

FY 2024 Total NAV

Return per share

€1,227m

31 December 2023: €1,288m

Net Asset Value (NAV)

at 31 December 2024

£2.08

31 December 2023: £2.27

NAV per share at 31 December 2024

7.8%

31 December 2023: 7.2%

Dividend yield at 31 December 2024

€69m

FY 2023: €65m

Total capital returned in FY 2024

€2.51

31 December 2023: €2.62

NAV per share at 31 December 2024

£1.42

31 December 2023: £1.61

Share price at 31 December 2024

11.14p

FY 2023: 11.52p

FY 2024 dividends paid

Please refer to Alternative Performance Metrics (“APMs”) glossary on p.121 for further details on APM calculations used throughout the report.

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05 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

About AGA continued

Why AGA?

Access to a portfolio of

“hidden gems”, private

companies which

shareholders can’t buy

elsewhere

• 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 upper

mid-market with strong underlying growth

potential.

of portfolio NAV invested in

PrivateEquity

83%

See p.22 for an overview of AGA’s

top 30 Private Equity investments.

“All-weather” investment

strategy well-suited to

generate alpha

• 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

focused global portfolio across Tech, Services,

and Internet/Consumer.

Five-year annualised

Cumulative Return

8.3%

See p.24 for an overview of Apax’s

investment strategy.

Capital allocation –

attractive dividend policy

with an active buyback

programme

• AGA has invested in all Apax Private Equity

Funds launched since IPO to drive long

termreturns.

• Cash returned to shareholders via semi-

annualdividends.

• Buyback programme to drive NAV accretion

when the discount is wide.

Dividends paid to investors

in last five years

€319m

See p.6 for more information about AGA’s

capital allocation.

Robust balance sheet,

strengthened by portfolio

of Debt Investments

• Capital currently not invested in Private Equity

is deployed into a smaller portfolio of Debt

Instruments to generate additional returns

andincome.

• Debt positions are identified leveraging the

insights gained by Private Equity sector teams.

• AGA also has access to a Revolving Credit

Facility (“RCF”) which can be drawn to provide

additionalliquidity.

calls in the next 12 months covered

2.4x

See p.23 and p.38 for more information about

AGA’s balance sheet and Debt Investments.

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06 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

About AGA continued

Capital allocation

AGA invests as a Limited Partner

in the Apax Private Equity Funds.

Capital currently not invested in

Private Equity is deployed into a

portfolio of Debt Investments.

When the Apax 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

Revolving Credit Facility which provides a further source of capital.

Additionally, the Board is committed to maximising shareholder returns and,

in the first half of 2024, conducted a comprehensive review of the Company’s

capital allocation policy.

At the Capital Markets Day in June 2024, the Board announced a new

capital allocation framework. The new framework reflects shareholder views

that AGA should use share buybacks to improve returns.

Capital allocation framework

Continued payment of regular dividends to

shareholders semi-annually, with the dividend being

fixed at an absolute level of 11p per share per annum.

Creation of a Distribution Pool which earmarks

funds on AGA’s balance sheet available for share

buybacks, allowing the Board to take advantage of

the opportunity presented by wide discounts.

€25m

Distribution Pool

as at 31 December 2024:

€513m

returned to shareholders since IPO

7.8%

Dividend yield at 31 December 2024

1. Includes capital returned via dividends and share buybacks.

• To ensure shareholders continue to benefit from the Company’s growth,

the Board may consider distributing capital through special dividends as

part of its capital allocation framework.

• Buybacks are considered if AGA’s shares trade at a discount in excess of 23% to the

last published NAV. The Board is committed to maximising value for shareholders

and will retain flexibility with regards to the level of discount at which it believes

buying its own shares is more accretive than making new portfolio investments.

• To take advantage of the investment opportunity presented by the current wide

discount, €30m was allocated to the Distribution Pool at announcement.

• In the year to 31 December 2024, €5m of the Distribution Pool has been used

to repurchase 2.9m shares at an average discount to NAV of 32%.

100% of “Excess Cash Flow” allocated to

the Distribution Pool on an annual basis until

the size of the Distribution Pool reaches

5% of the Company’s NAV.

Repayment of RCF

Excess cash flow

Total cash income from the Debt portfolio

Excess cash flow definition

Private Equity calls paid

All costs and expenses

Dividends paid

Total Private Equity distributions

€30m

allocated to the Distribution

Pool at announcement.

11p

per share

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GLOSSARYOVERVIEW

07 | Apax Global Alpha | Annual Report and Accounts | 2024

Strategic Report

Chairman’s statement 08

Principal strategic objectives 10

Access to a portfolio of “Hidden Gems” 11

Active management 14

Responsible investment 15

Stakeholder engagement 16

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08 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Sharpening our focus

I am pleased to present the 2024 Annual Report and

Accounts. I joined the Board of Apax Global Alpha Limited

(“AGA”) inMarch 2024, and became Chairman upon the

retirement of Tim Breedon in July. This is my first Annual

Report to communicate directly with all of our investors,

whether institutional or individual.

I have spent much of my first few months engaging with

shareholders, my fellow Board members, and the Apax

teams. Most importantly, I wanted to hear shareholders’

views about AGA; particularly why our shares currently

trade at a c.35% discount to Net Asset Value. We also

commissioned JPES Partners to conduct an independent

perception study.

Their remit was, not only to have frank and open

conversations with existing investors in AGA, but also to

probe into the key detractors of the investment thesis and

to explore triggers for non-holders to establish a position

in AGA.

The current environment, with wide discounts and

shifting market dynamics, requires a sharp focus and

clear priorities to ensure we remain well-prepared for the

future. The single most important determinant of the

discount from here is better performance, evidenced

byrealisations.

The Total NAV Return over the year was 0.8%. Overall

performance was adversely affected by specific healthcare

and retail investments. Inparticular, we were hit by the

writedown in Vyaire Medical (“Vyaire”), acrossthe Private

Equity and Debt portfolios.

Chairman’s statement

“ The single

most important

determinant of the

discount from here

isbetter performance“

The recent weakness in performance has reduced

annualised returns since inception to 8.9% p.a. This is

below the target of 12-15% p.a. and is something both

investors and the Board are keen to address.

Despite the poor returns experienced by investors in

AGA over the last two years, the underlying performance

of investee companies remained encouraging. Average

EBITDA growth across Private Equity portfolio companies

was 14% over the year. Valuation multiples held relatively

steady at 17.8x, and leverage remained low compared to

the wider industry at 4.5x.

The performance of investee companies vindicates Apax’s

underlying strategy of finding “Hidden Gems”. The Board

agrees that this approach to investing remains a sound one

and is confident that our underlying investee companies

offer a solid base to deliver our target returns of 12%-15%

p.a. in future.

The Board does not believe that a significant discount to

Net Asset Value is warranted. We expect the discount to

narrow as the Apax Funds continue to deliver realisations,

demonstrating to the market that the stated Net Asset

Value is a robust number; Apax Funds have a long history

ofdelivering, on average, an uplift to stated value when

sales are completed.

Our single largest commitment is to Apax XI. Even

though it is still in investment phase, the value of existing

investments in Apax XI is already up by 30% (on a gross

basis). The performance of Apax XI is pivotal for our

futurereturns.

It has been encouraging that Apax is not immune to self-

criticism. There has been considered self-reflection, rather

than complacency, and 2024 saw a number of positive

changes in response.

Firstly, in the last three months of the year, Apax

announced that the Apax Funds would no longer invest

in Healthcare as a separate sector, largely because of

the susceptibility to government funding and regulatory

changes which have resulted in lower historic returns with

higher volatility for the AGA portfolio.

The Apax Funds have reduced to three ponds in which to

fish, and sharpened their focus on strengths within the

Tech, Services, and Internet/Consumer sectors where the

“Hidden Gems” strategy is particularly well-suited.

Secondly, we assessed AGA’s approach to holding equity

and debt in private companies. Previously, AGA could

have exposure to both the equity and debt of the same

company. Following our review, AGA will no longer invest

in the debt of companies in the Private Equity portfolio

but will continue to invest in other attractive debt

opportunities, identified through private equity-style

diligence. For the moment, the Board believes that having

a Debt portfolio, currently representing 16% of our Net

Asset Value, is a useful way to manage risk and liquidity,

retaining the backing for private equity commitments, at

much higher interest rates than available on cash deposits

or government and investment grade bonds. We will

continue to review the attractiveness of this approach to

capital management every year.

Thirdly, there was significant progress over the last

year in reducing exposure to the residual listed holdings

(particularly derived from Apax IX) which have had a

material effect on AGA’s NAV in the last two years. This will

reduce the volatility of returns and mirror more closely the

private equity marketvaluations.

A significant contributor to our shares trading at such a

wide discount is a problem across the investment company

sector. Investment companies collectively face a number

of challenges, some of which are cyclical (discounts can

come and go); but some are more existential.

The UK regulator’s interpretation of rules on cost

disclosure have been a problem by creating a misleading

overall expense number, when costs are already accounted

for in the share price. There have also been a number of

trusts that have undermined confidence in the sector.

Themerging of investment platforms and wealth

managers means that they can only invest in the largest

trusts which offer high levels of liquidity.

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09 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

At 31 December 2024, more than 82% of the Private

Equity portfolio was made up of companies held by the

three most recent Apax buyout funds. The recent buyout

investments (ten investments made through Apax XI to

date) are off to a good start and are on average marked

at 1.3x our initial investment on a gross basis. We expect

these portfolio companies to be a key driver of AGA’s

performance over coming years. Apax X also has potential

for further value creation as some investments that were

made in the early stages of the investment period begin

to bear fruit and some companies recover from cyclical

effects. Inaddition, two exits were signed in 2024 and more

are expected in 2025.

We are frustrated that the market does not recognise

the full value of the Apax portfolio. We will not shy away

from discussing every possible avenue to ensure that

shareholders benefit from underlying performance.

Nothing is off the table; though we have short-term

commitments to Apax XI that will constrain us until we

are comfortable that we do not expose investors to

unnecessary liquidity risk.

The Board believes the Apax Funds’ investment strategy

is well suited to the current economic environment, since

it relies less on debt and financial engineering, and more

on driving operational improvements. Coupled with an

enhanced pace of investments and exits, the Investment

Manager is optimistic regarding an improvement

inperformance.

Karl Sternberg | Chairman

Apax Global Alpha Limited

3 March 2025

The creation of Long-Term Asset Funds to give private

and smaller institutional investors the opportunity of

owning private equity, venture capital, and infrastructure

is a distraction competing for the attention of wealth

managers. Your Board is convinced that listed investment

companies are still the safest way to gain exposure to

illiquid and unquoted assets.

Investment activity

It was reassuring to see a significant acceleration in activity

across the AGA portfolio. AGA deployed €166 million

across nine new investments while receiving €62 million

in distributions from eight full or partial exits. Inclusive

of exits signed in the year, an average gross Multiple On

Invested Capital (“MOIC”) of 1.6x was achieved. The take

private of Paycor was announced post period end and is

expected to generate a gross MOIC of 3.3x for the Apax

Funds upon close.

The Private Equity portfolio remains well diversified

across investment vintages, and exit opportunities from

some of the more mature fund vintages are anticipated

to drive additional shareholder value in both the near and

mediumterm.

Capital allocation framework

Ultimately, it is the performance of the Private Equity portfolio

which will determine shareholder returns. This will take time. In

the meantime, the Board can play its part by taking advantage

of the discount by buying back shares, which immediately

enhances the Net Asset Value of theCompany.

AGA has already returned more capital to shareholders

than any of the peers since its IPO, historically via an annual

dividend of 5% of Net Asset Value. Since IPO, AGA has paid

shareholders dividends amounting to €508 million in total,

equivalent to 57% of IPO NAV.

Following its review of capital allocation in the first half

of2024, the Board decided to maintain the dividend, now

set at 11 pence per share per annum. Given the current

discount, this represents a yield of 7.8%.

This form of capital return will, in future, be supplemented

by share buybacks whilst the shares trade at a substantial

discount to Net Asset Value. AGA’s Debt portfolio has

allowed us to create a buyback Distribution Pool of €30

million. Each year, the Board will be able to supplement this

pool depending on our excess cash flow, largely driven by

expected calls and realisations.

By the end of the year, just €5.0 million of this pool could be

deployed, given the currently poor liquidity of investment

trusts. We will accelerate the deployment as liquidity

conditions allow.

It is important to note that this is a capital allocation

decision, rather than an attempt to manage the discount.

When the underlying assets are illiquid, it is dangerous to

commit to rigid discount management. As realisations

confirm the robustness of the Net Asset Value, the shares

should naturally trade closer to full value.

Governance update

I would like to take this opportunity to thank my

predecessor, Tim Breedon, for his leadership and significant

contributions to the Company since its IPO in 2015 and

the Board would like to acknowledge his efforts, from the

inception of AGA. He was instrumental in the creation of

AGA to allow private and smaller institutional investors to

gain exposure to private equity. Fewer companies today

need significant capital to grow, and the regulatory burden

of being listed is often less attractive than accessing private

capital, or having a single cornerstone investor. Without

access to private equity, half the world’s businesses are not

available to many investors. Tim was keen to be involved

in a vehicle that allows all investors to get exposure to this

growth potential.

Alexander Denny joined as a Non-Executive Director over

the summer, replacing Chris Ambler who retired in March

after nearly nine years on the Board. Stephanie Coxon

assumed the role of Audit Chair in May, preparing for Susie

Farnon’s planned retirement in 2025 or 2026.

The search for Susie’s replacement isunderway, with

an emphasis on ensuring the Board maintains a diverse

composition while bringing in the skills and expertise

needed to guide the business effectively. We are required

to have a majority of non-UK based Directors, which

makes a search thatgives us both diversity and expertise

commensuratelymore difficult. Expertise must be our

pre-eminentobjective.

To ensure that AGA remains competitive and able to

attract high-calibre individuals to the Board, the fees

payable to Non-Executive Directors (excluding the

Chairman) were adjusted by 14% as of 1 September 2024.

This marks only the second adjustment to fees since

AGA’s IPO in 2015, reflecting a thoughtful approach to

maintaining alignment with market standards and securing

the necessary expertise to guide the Company’s future.

2025 AGM resolution on Directors’ fees

andexpenses

The Board intends to temporarily increase to six

independent Directors, from five currently, to facilitate

a smooth and effective succession process. For the

necessary flexibility, the Board is seeking shareholder

approval to increase the remuneration cap from

£395,000to £500,000.

Liquidity, commitments and funding

Liquidity and capital management remain central to our

strategy. Outstanding commitments to Apax Funds

reduced by €82 million during the year, ending at €837

million. AGA’s available resources outside the Private

Equity portfolio of €498 million, which includes cash and net

current assets, Debt investments, and the Revolving Credit

Facility, ensure readiness for capital calls from Apax XI, ADF

II, and AGI, as well as the dividend payable twice eachyear.

Outlook and focus for 2025

The Board is optimistic that the underlying portfolio

will be able to achieve the target returns of 12-15% p.a.

Apax has had subdued periods in the past and bounced

backeachtime.

Chairman’s statement continued

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10 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Principal strategic objectives

Regular dividends

and capital return

to shareholders

Invest in Apax Private

Equity Funds for

long-term growth

Remain fully invested

Deliver over-the-

cycle target Total NAV

Return of 12-15%

Strategic objective What we have achieved Board evaluation Focus for 2025 and beyond

AGA has delivered a five-year

annualised Cumulative Return of 8.3%

The Board remains committed to achieving

the 12-15% Total NAV Return target over the

long term. Apax Funds’ performance will be

continuously assessed and factored into

future private equity commitments.

Alongside our capital allocation toolkit, this

approach will ensure disciplined capital

deployment to maximise long-term value

creation forshareholders.

In 2024, AGA returned €69m to

shareholders through dividends and

share buybacks, equivalent to 5.4% of

opening Adjusted NAV

Maintain AGA’s semi-annual dividend

payment fixed at 11 pence per share p.a. in

addition to share buybacks at attractive

discounts to drive NAV accretion.

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

The Board will continue to manage liquidity

and assess Apax Funds’ performance. This

will guide future private equity commitments

with an aim to maximise shareholder returns.

Debt portfolio has delivered a

five-year annualised return of 6.1%

Continue to evaluate Debt Investment

opportunities to ensure they are value

accretive and offer appropriate liquidity in

the context of AGA’s Private Equity

commitments and expected future calls.

96% invested at 31 December 2024

The Board acknowledges that the current

five-year return is below target; however,

the Board remains confident in the Apax

Funds’ underlying investee companies.

These companies continue to show good

EBITDA growth with modest levels of

leverage.

The Board is committed to maximising

shareholder returns through continued

regular dividends and the use of share

buybacks where accretive to shareholders.

There were no new commitments in 2024,

as no new Apax Funds were raised.

The Board notes that the Debt portfolio

serves as a reliable source of liquidity while

generating additional returns on capital not

invested in Private Equity, and continues to

deliver accretive returns for shareholders.

AGA maintained robust investment levels,

demonstrating effective and efficient

capitaldeployment.

Remain fully or close to fully invested whilst

maintaining liquidity within risk appetite.

8.3%

5.4%

$1.3bn

6.1%

96%

Manage Debt portfolio

to generate additional

returns on capital not

invested in Private Equity

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11 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Access to a portfolio of “Hidden Gems”

“All-weather” investment

strategy

Sharpened focus on

sectors where the

“Hidden Gems” strategy

is best suited and the

Apax Funds can benefit

from repeat playbooks

Portfolio at 31 December 2024

Resilient business models

The Apax Funds focus on coveted categories: high

quality sub-sectors where the investment team has

significant experience and expertise. This approach

reduces exposure to market fluctuations and focuses on

businesses with steady, long-term growth potential and

strong financial fundamentals.

Ability to drive outperformance

through operational improvements

The Apax Funds seek to generate outperformance through

significant business quality improvement. This involves

buying under-optimised assets where the Apax team can

visualise the potential, and then accelerating financial

performance to generate an increase in relative valuation

multiples once that potential is unlocked.

32%

of Private Equity NAV

44%

of Private Equity NAV

19%

of Private Equity NAV

Companies

Tech Services Internet/Consumer

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12 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

€60m

5% of NAV

Services

A highly diversified insurance distribution

consolidator, operating primarily across the

UK, with a presence in Europe. Focuses on

distribution of specialist commercial lines,

through both direct distribution and

B2Bdistribution.

• Organic growth acceleration and M&A platform.

• Well diversified across business models

and products.

• Highly attractive and investable industry

duetoits recession-resilient and

non-discretionary characteristics.

Access to a portfolio of “Hidden Gems” continued

Top portfolio holdings

€59m

5% of NAV

Services

€54m

4% of NAV

A leading mid-market insurance brokerage

firm offering a range of services, including

commercial insurance, risk management, and

employee benefits across the United States,

United Kingdom, Ireland, and Belgium.

• During Apax Funds’ ownership, the company

expanded rapidly, completing c.400 acquisitions,

bolstered profitability by investing in technology,

salesforce, and infrastructure capabilities, and

supported the company in recruiting key talent.

• Exit signed at a gross MOIC of 2.7x.

Services

• Take private of a highly differentiated business

that Apax knows well and that operates in

a market with long-term growth potential.

• Opportunity to accelerate the company’s

transformation under private ownership

where many of the necessary operational

enhancements needed can be implemented

more effectively.

• Revenues stabilised in 2024 with year over year

EBITDA growth in H2 2024.

€55m

4% of NAV

Global technology consultancy that

integrates strategy, design, and engineering

to drive digital innovation. Thoughtworks

helps clients solve complex business

problems with technology as

thedifferentiator.

Tech

€43m

4% of NAV

• Several growth opportunities across business

units with untapped potential.

• Attractive entry price relative to peers for a

growing business, with strong fundamentals,

andlongstanding customer relationships.

• Highly complementary and transformational

“Day 1” acquisition of Benify creates a leading

global benefits, reward, recognition, and

employee engagement software provider with

an enhanced value proposition to customers.

Leading provider of payroll and HR software

to customers in the UK and Ireland, and

emerging leader in the global benefits

administration software market.

Tech

Technology providers of risk management

solutions, serving a multitude of end markets.

• Over the coming months, Alcumus and

Veriforce will begin to integrate.

• The supply chain risk management industry

is still a relatively new industry, with significant

whitespace, and has seen significant

growth driven by increasingly complex

regulatory pressures and more demanding

commercialrequirements.

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13 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

• Well-developed residential services playbook for

value creation.

• Recurring, non-discretionary, cyclical service.

• Strong pipeline of M&A targets with proven

execution capability.

• Continued investment in digital transformation

and customer-facing technologies.

€36m

3% of NAV

US based arboriculture services provider

offering science-driven tree, shrub, and lawn

care services operating through 89 locations

across 33 states, serving residential,

commercial, and community properties with

a strong focus on sustainability.

Services

• Recession-resilient business model, with

attractive customer retention and a large

untapped Total Addressable Market of

over 65 million households.

• Proven ability to execute on both operational

improvements and M&A.

• New strategic partners significantly expand

customer reach.

• Solid EBITDA growth driven by top-line

acceleration and margin improvements.

€36m

3% of NAV

A leading utility line and home warranty

provider in the US, offering

subscription-based products that protect

customers’ budgets from unexpected repair

costs and provide high quality, convenient

service through a robust contractor network.

Services

• Transformational combination of three leading

software vendors to create next generation

vendor in social good technology.

• Fragmented market with significant M&A

and consolidationopportunity

(three acquisitions since first investment).

• Attractive financial characteristics and poised

for further growth.

€41m

3% of NAV

A leading integrated social good software

platform that enables non profits

to raise more money, increase efficiency,

magnify impact and allows donors to

maximise and validate the impact of

their philanthropy.

Tech

• Early innings of modern software adoption.

• Mission-critical products with strong

competitive position.

• Impressive track record of strong execution

and growth at high margins.

• Robust M&A opportunity.

€37m

3% of NAV

Provider of modern, core operations software

to the global travel and logistics industry.

Customers are the world’s leading cargo and

passenger airlines, airports, hotel chains,

cruise lines and logistics players.

Tech

Internet/

Consumer

• Take private of a high quality business with

strong network effects and unparalleled local

brand equity.

• Diversification across multiple verticals

creates a stable, highly predictable business.

• Clear pathway for growth from applying

Apax’s digital classifieds playbook across

multiple investments.

• Business executing well despite remaining

macro challenges .

€41m

3% of NAV

New Zealand’s leading online classifieds

platform for motor vehicles, property, and

jobs, as well as the top generalist marketplace

for both professional and casual sellers. As

the country’s sixth most visited website, it

attracts 40% of the adult population

everymonth.

Access to a portfolio of “Hidden Gems” continued

Top portfolio holdings (continued)

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14 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Active management

Increased focus on Private Equity investments

Since IPO, AGA has increased its 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 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 fund vintages. The

stock of exit-able companies is being rebuilt,

evidenced by an increase of activity in the

second half of 2024.

To ensure the Company can meet increasing

capital calls from Private Equity Funds, it has

maintained a share of more liquid first lien

loans in its Debt portfolio. This provides

further robustness to the Company’s

balancesheet and limits cash drag.

At 31 December 2024, AGA had cash of

c.€48m (including net current assets) in

addition to a RCF of €250m which

remainedundrawn.

Portfolio at IPO

Portfolio split

Private Equity portfolio by fund vintage

2012

63%

Pre 2012

37%

35%

30%

Private Equity Debt Equity Cash

27%

Portfolio at 31 December 2016

Portfolio split

Private Equity portfolio by fund vintage3

30% 4%

52% 14%

2012

86%

2014

Pre 2012

13%

1. Cash & Net Current Assets.

2. Includes Derived Equity exposure of <1%.

3. Excludes negative NAV for 2016 vintage.

Private Equity Debt Equity Cash

Portfolio at 31 December 2024

Private Equity portfolio by fund vintage

Portfolio split

80%

16%

2017-2021

47%

Post 2021

23%

Pre 2017

30%

Private Equity Debt² Cash

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15 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Responsible investment

The Board believes

that responsible

investment is

important in

protecting and

creating long-

termvalue.

This section focuses on Apax’s sustainability

efforts relating to the Private Equity portfolio.

AGA’s approach to sustainability in the Debt

portfolio focuses on pre-investment due diligence.

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-specific material issues.

Apax actively participates in industry-leading

platforms and the firm’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 the ILPA Diversity in Action

Group, and the initiative Climat International.

To learn more about Apax’s sustainability efforts

see p.32 to p.34.

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-12/index.

html#page=1

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16 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Stakeholder engagement

Promoting the success of AGA

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 the consequences of the

decisions they make.

The importance of stakeholder

considerations 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 2024 were

informed and supported by stakeholder

engagement activities and are set out on

p.46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, and service providers.

Apax, the Investment Advisor, is a

leading global private equity

advisory firm. We rely on Apax for

the identification 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

industry bodies and regulators,

engaging on key matters

relevant to the Company.

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.

Our strategic objective is to

provide shareholders with superior

long-term returns through capital

appreciation and regular dividends.

The Chairman holds one-to-one

meetings with shareholders on

an ad-hoc basis and as part of an

annual corporate governance

roadshow. The Board also

engages with shareholders

at the Capital Markets Day.

Our

Investment

Manager

Relevant

bodies

Our

service

providers

Communities

Our

shareholders

Our

Investment

Advisor

AGA

stakeholders

We work closely with Apax

Guernsey Managers Limited

around portfolio strategy, capital

allocation, and commitments

to new Private Equity funds.

The Board receives regular

updates on portfolio performance

and risk management.

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17 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Stakeholder engagement continued

This section discusses

why our stakeholders

are important to the

Company, and the

actions taken to ensure

that their interests are

taken into account.

“ Shareholder support

and engagement are

vital to thelong-term

success of the business

and the realisation of

ourobjectives.”

Shareholders

Why they are important

Shareholder support and engagement are vital to the

long-term success of the business and the realisation

of our objectives. We recognise and deeply value the

confidence our shareholders place in the Company,

and the Board, and we remain committed to delivering

strong long-term financial performance, maintaining

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 2024, a similar resolution will be put to shareholders

at the AGM in 2027.

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 engage

The Board actively seeks to understand and consider

the needs, perspectives, and priorities of shareholders

which are reflected in our discussions and decision-

making processes.

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

joint-corporatebrokers,

Jefferies International Limited and Investec 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 for the year

AGM - The AGM presents investors with the opportunity to

ask Board members questions, and to cast their votes. The

2024 AGM was conducted both in person and via a dial-in

format to encourage attendance. The same format will be

adopted in 2025.

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 – The website includes key portfolio and performance

information, as well as access to the Company’s publications

and contact information.

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.

Investor feedback – As part of the Board’s review of its capital

allocation framework, the Board gathered feedback from

shareholders representing a majority of issued share capital.

Towards the end of the year, as part of its commitment to

effective engagement and continuous improvement, the

Board also commissioned an independent perception study

conducted by JPES Partners Limited. This was designed to

gather candid and unbiased feedback from both existing and

potential investors. The findings from this study formed the

basis of the Board Strategy Day. The progress against this will be

presented at the AGA Capital Markets Day to be held in June 2025.

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18 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Stakeholder engagement continued

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.

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.

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.

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, Audit Committee, and

Management Engagement Committee

(“MEC”) meetings and informally outside

the Board and Audit Committee

meetingschedule.

Key activities during the year

The Board approved the creation of

theMEC in September 2024, which is

responsible for reviewing all major service

providers to the Company.

Details of the responsibilities of the

Investment Manager (AGML), Investment

Advisor (Apax), Registrar (MUFG Corporate

Markets - formerly Link Asset Services),

and Company Secretary and Administrator

(Aztec Financial Services (Guernsey) Ltd)

can be found on p.44 andp.52.

“ The Board believes

thatinvesting

responsiblyis important

in protecting andcreating

long-termvalue.”

“ In addition to supporting

the Company to deliver

on its objectives, effective

relationships with service

providers help the

Company achieve its

investment objective.”

Investment

Manager’s Report

Investment environment and outlook 20

Performance review 21

Commitments and funding 23

Portfolio review 24

Portfolio review – Private Equity 25

Apax XI Fund update 28

Portfolio review – Private Equity

investment timeline 29

Sustainability governance at Apax 32

Case Study: Private Equity 36

Portfolio review – Debt

Investments 38

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19 | Apax Global Alpha | Annual Report and Accounts | 2024

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20 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

mature, we anticipate continued exit activity driven

by interest from strategic and financial investors,

highlighting continued demand for high-quality

assets, even against an exacting market backdrop.

Public markets

Global equity markets delivered strong performance

in 2024, with the S&P 500 rising c.23% and Europe

STOXX 600 delivering c.9% total return. Earnings

growth in the US is significantly outperforming

Europe with US valuations remaining above historical

levels and European markets trading close to the

median. However, these gains continue to be largely

driven bya narrow group of the leading “Magnificent

Seven” stocks, collectively accounting for over 50%

of the S&P 500’s growth.

Looking at the remaining listed holdings in AGA’s

Private Equity portfolio, it’s important to note that

most of these resulted from previously IPO’d portfolio

companies where significant value has already been

realised. However, it is recognised that these deals

subsequently introduced a degree of volatility due to

the exposure to public markets and have caused a

material drag on AGA’s NAV. In 2024 and post period

end, these public holdings have reduced to just c.2%

of AGA’s 31 December 2024 NAV, reducing potential

volatility and future headwind for AGA.

Credit markets

Spreads in the European and North American loan

markets continue to remain tight, and as base rates

start to step down, interest coverage is increasing

with default rates beginning to reduce. Despite

thecurrent tight spread environment, the

macro-conditions in the “new normal” mean that

periods of dislocation can open quickly (and close

quickly as well). In Apax’s view, credit investors that

can act quickly and leverage existing asset and

sector-specific knowledge, are best placed to take

advantage of dislocations when they occur, and to

remain disciplined in periods of market tightness.

Overview and outlook

2024 marked the establishment of a “new normal” –

alandscape characterised by higher interest rates,

sluggish growth, and heightened geopolitical tension.

Core inflation has dropped from peaks, but whilst the

pace has slowed, current levels are still above targets

in both the US and Eurozone. Expectations for US

interest rate declines have moderated whilst rates in

other developed markets are expected to fall further.

As we look ahead to 2025, the market environment

remains uncertain. The US economy is expected to

sustain solid GDP growth, while Europe’s outlook

remains weaker, with no meaningful improvement in

estimates. Meanwhile, the implications of the new

USadministration on the global economy and

investment ecosystem are yet to fully unfold.

That said, the outlook of structurally reduced growth

and higher costs of capital have changed profoundly

the skills necessary to generate attractive returns in

this new normal. Gone are the days of abnormally low

interest rates and strong growth where firms were

able to generate healthy returns by buying high and

selling higher, riding strong beta tailwinds without

theneed to make meaningful improvements in

underlying business quality. Instead, operational

value creation levers take a leading role and, to stand

out, investors need to identify opportunities for

future growth from operational transformation.

Thisrequires a mindset and toolkit that cannot be

developed overnight, and we are confident that the

distinctive “Hidden Gems” approach positions the

Apax Funds well to deliver superior returns at scale

despite these uncertainties.

Private Equity markets

After two years of more subdued private equity

activity, 2024 saw an increased resurgence in volumes,

both in acquisitions and realisations, thoughtotal

volumes remained well below the highs experienced

during and slightly before the pandemic period. Some

of the challenges that weighed on activity in prior years

– such as high interest rates and financial market

volatility – began to ease or stabilise. However, low

growth, more geopolitical uncertainty and many

investments having been bought at peak valuations in

2019-2021 have resulted in prolonged exit delays and

in record-long investment holding periods.

2024 reinforced the importance of disciplined,

operationally driven investment strategies in an

environment where financial engineering and beta

tailwinds no longer suffice. The “Hidden Gems”

strategy has allowed the Apax Funds to continue

toidentify attractive new investment opportunities.

From tuck-in acquisitions to transformative deals,

theApax Funds were also active in deploying capital

to accelerate growth and improve scale. With help

from the Operational Excellence Practice, many

companies spent 2024 investing in the foundations

oftheir next stage of profitable growth, with a

number of early proof points already evident.

Looking ahead, dealmaking in 2025 is expected to

increase but with some continued headwinds.

Thereis a record supply of deployable capital, an

increasing need for liquidity events demanded by

investors, relatively strong credit and equity markets,

and greater time for companies to have grown

intovaluations. With sponsors showing greater

willingness to transact at current valuations, deal

activity is likely to maintain momentum. Geopolitical,

trade, inflationary, and macro uncertainties may

continue to weigh on market activity.

During the active markets in 2020-2022, the Apax

Funds were net distributors of capital and Apax did

not materially increase its investment pace during

this period while pricing was at its peak. Since then,

the pipeline of ready to exit companies has been

steadily rebuilding. As the portfolio continues to

Investment environment and outlook

Private equity transaction volumes

Total US private equity transaction value ($bn)

100

H120 H220 H121 H221 H122 H222 H123 H223 H124 H224

Source: LCD

177

186

147

AGA calls and distributions (since 2020)(€m)

Calls

Distributions

H120 H220 H121 H221 H122 H222 H123 H223 H124 H224

121

145

144

117

111

117

158

131

The Apax credit team’s integrated investment

approach is designed to outperform through

an“all-weather” strategy, The approach fosters

collaboration between the Private Equity and Credit

teams, enabling AGA to access superior risk-adjusted

credit returns for its Debt portfolio.

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21 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Performance review

FY 2024 NAV movements

AGA’s NAV per share was €2.51 cents/£2.08

pence at 31 December 2024 and has come

down since the prior year (FY23: Adjusted NAV

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

Movement in NAV per share was primarily

driven by dividend payments to shareholders

ofc.€0.13 cents per share and a decrease in

NAV of the Private Equity portfolio. The decline

was offset by supportive FX movements with

the USD strengthening against the EUR.

Total NAV Return was 0.8% for the year to

31December 2024. While much of the Private

Equity portfolio companies continue to exhibit

good growth, overall performance was impacted

by remaining healthcare and retail investments,

such as the writedown and subsequent exit of

Vyaire Medical across both AGA’s Private Equity

and Debt portfolios. We have also seen some

slowdown in consumer and cyclically exposed

businesses, such as some tech

servicescompanies.

Share buybacks contributed 0.2% to Total

NAV Return per share following their addition

to the capital allocation toolkit at the end

ofJune 2024.

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 Holdco facilities. In FY24, majority of one-off adjustment relates to a mark down in Vyaire.

4. This includes carried interest, management fees and other costs relating to Private Equity holdings.

5. Includes movement in AGA’s two Derived Equity positions.

6. Performance fee adjustment accounting for the movement in the performance fee accrued at 31 December 2024.

FY 2024 Total NAV Return

contribution (%)

FY 2024 NAV per share development (€)

Private

Equity

Debt

Investments

Costs

and other

movements

Performance

fee

Total NAV

Return

FXShare

buybacks

(3.3)% 0.7%

(0.4)%

(0.2)%

0.2%

3.8%

0.8%

Debt

Adjusted

NAV 31

December

2023

Movement

in underlying

portfolio

companies’

earnings

Movement

in debt

Movement

in change in

comparables

companies’

valuation

multiple

Other

Private

Equity

Management

fees and

carried

interest

accrued by the

Apax Funds

FX NAV before

dividend

paid

Dividends

paid and

buybacks

NAV 31

December

2024

Private Equity

Debt

Investments

Costs

and other

movements

0.26

(0.10)

(0.09)

(0.06)

0.02

0.10

(0.02)

(0.13)

2.62

2.64

2.51

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22 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Top 30 Private Equity Sector Geography Valuation (€m) % of NAV

PIB Group Services United Kingdom 59.6 5%

Alcumus / Veriforce1 Services North America 58.7 5%

ThoughtWorks Tech North America 54.8 4%

AssuredPartners Services North America 53.7 4%

Zellis Group Tech United Kingdom 43.4 4%

Trade Me Internet/Consumer Rest of World 41.2 3%

Bonterra Tech North America 40.6 3%

IBS Software Tech Rest of World 37.3 3%

SavATree Services North America 35.7 3%

Oncourse Home Solutions Services North America 35.5 3%

TOI TOI & DIXI Services Europe 34.5 3%

Safetykleen Europe Services United Kingdom 33.2 3%

Odido Tech Europe 32.5 3%

Bazooka Candy Brands Internet/Consumer North America 32.4 3%

Paycor Tech North America 31.5 3%

Palex Services Europe 31.0 3%

Coalfire Tech North America 29.4 2%

Lutech Tech Europe 29.3 2%

Cadence Education Internet/Consumer North America 28.1 2%

Authority Brands Services North America 27.7 2%

Cole Haan Internet/Consumer North America 27.6 2%

Candela Remaining Healthcare North America 27.4 2%

Rodenstock Remaining Healthcare Europe 26.8 2%

EcoOnline Tech Europe 24.5 2%

WGSN Internet/Consumer United Kingdom 24.4 2%

ECI Tech North America 23.0 2%

Infogain* Tech North America 22.9 2%

Nulo Internet/Consumer North America 22.8 2%

Openlane Internet/Consumer North America 20.4 2%

Lexitas Services North America 19.6 2%

Total top 30 1,009.5 83%

Other investments 356.7 29%

Holdco facilities (106.9) (9%)

Carried interest (107.2) (9%)

Capital call facilities and other (173.3) (14%)

Total Private Equity 978.8 80%

In Private Equity, the Apax Funds determine

the fair value of investments using widely

accepted valuation techniques, predominantly

based on a comparable-based valuation

methodology.

Fair value of the Apax Funds’ private equity

investments is largely determined using public

trading comparatives and/or transaction

comparables as appropriate. This involves

assessing fair value by applying relevant

earnings metrics to valuation multiples

derived from publicly traded companies or

recent market transactions. The selection

ofcomparable companies is carefully

considered, ensuring consistency while

making adjustments for factors such as

differences in debt levels and earnings growth.

Equity values are now shown gross of Holdco

facilities used in some of the underlying

holding structures. These have been put in

place for Apax IX and Apax X to replace more

volatile margin loan structures, to generally

optimise cash flows to investors and

torebalance risk. At 31 December

2024,thetotalof these Holdco facilities

onalook-through basis was c.9% of NAV.

Publicly listed investments, including the

positions in previously IPO’d portfolio

companies, are valued at the closing

shareprice of the portfolio company

asat31December 2024.

At 31 December 2024, the top 30 portfolio

companies represented 83% of AGA’s NAV

and 74% of the gross Private Equity portfolio.

1. Alcumus and Veriforce will begin to

integrate over the coming months.

* Denotes an overlap with Debt

Investments portfolio.

Performance review continued

Valuation methodology

To better show movements in the top

30 Private Equity holdings, valuations for

each company are shown gross of Holdco

facilities. In prior periods, they were stated

net of the impact of the Holdco facilities. For

easy comparison against previous quarters,

please see p.117 and p.118 which shows the

top 30 positions restated on a gross basis.

The move to showing valuations gross of

Holdco facilities also impacts the Private

Equity portfolio operating metrics, which

were previously weighted net of the impact

of these Holdco facilities. A reconciliation

of prior quarters is available on p.119.

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23 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Commitments and funding

Robust balance sheet with available liquid resources

At 31 December 2024, the Private Equity

portfolio represented 83% of AGA’s invested

portfolio and AGA was Limited Partner in 11

Apax Funds, providing exposure to c.80

Private Equity portfolio companies.

Outstanding commitments to the Apax

Funds(together with recallable distributions)

reduced by c.€82m in the 12 months to

31December 2024 to c.€837m 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 year-end, AGA had cash (including net

current assets) of c.€48m in addition to a RCF

of €250m which remained undrawn. Available

resources outside the Private Equity portfolio

represented 60% of unfunded commitments

at 31 December 2024. Calls in the next 12

months are covered 2.4x, a majority of which

isfor Apax XI, ADF II, and AGI.

1. Debt Investments includes exposure to two Derived Equity positions valued at €5m.

2. Represents net current assets (inclusive of cash and excluding financial liabilities at FVTPL).

Balance sheet

Unfunded

commitments

Calls expected

in 12 months

Calls expected

after 12 months

Uncalled

€979m

€205m €616m €16m

€200m €48m €250m

€1,477m

€837m

Private

Equity

Debt

Investments¹ RCFCash²

AGA assets and commitments at 31 December 2024 (€M)

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GLOSSARY

24 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Exploring coveted

categories

High quality

sub-sectors

Knowing where to look...

Uncovering

“Hidden Gems”

“Buying right” by

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 the “mining”

Reaping

the rewards

Business improvement

rewarded at exit

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 private

companies that shareholders can’t

buyelsewhere.

They are typically businesses that operate

globally across the core Apax sectors of Tech,

Services, and Internet/Consumer.

AGA also has a portfolio of 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.

In Private Equity, the investment strategy is

grounded in enduring and proven disciplines:

diversification, backing businesses with strong

underlying economic motors, and driving

returns through business improvement.

The Apax Funds acquire businesses with

significant potential at attractive valuations

relative to peers. During ownership, the Apax

Funds aim to accelerate portfolio companies’

growth primarily through operational

transformation. This process allows the

ApaxFunds to, on average, exit at a premium

valuation relative to peers.

1. Apax analysis of discount/premium of Apax VIII, Apax IX, Apax X company multiples, in the three core Apax sectors, at entry and exit against multiples of relevant peer

companies as determined by Apax and weighted by invested capital. Includes deals with exit events only in order to calculate re-rating changes.

2. Comparison of median entry to exit inorganic revenue growth for realised and significantly partially realised Apax VIII, Apax IX, and Apax X deals in the three core Apax sectors. Excludes write-offs and financial

service companies. For significantly partially-realised deals, the exit date for the growth and margin stats is taken as of the most recent key exit event date, for example at IPO for a recently listed deal.

-24%

Average discount

to peers at entry

+8%

Average premium

to peers at exit

Revenue growth

acceleration

>2x

Internet/Consumer

Services

Tech

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25 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Performance across the Private Equity

portfolio was primarily driven by continued

earnings growth from the underlying portfolio

holdings. Whilst portfolio companies within

Apax’s three core sectors of Tech, Services,

and Internet/Consumer contributed positively

to NAV development with most portfolio

companies showing robust earnings growth,

remaining healthcare and retail investments

tempered overall results.

Good earnings growth across the portfolio

was largely offset by an increase in debt,

movement in comparables, and one-off

adjustments in the year.

Movements in debt generally reflects

significant M&A activity by PIB,

AssuredPartners, and Cadence Education.

The movement in comparables is a result of

the signed exit of AssuredPartners which,

although expected to deliver an attractive

gross MOIC of 2.7x, was sold at a 10% discount

to the last Unaffected Valuation.

As previously reported, the “one-off and other”

bucket in the chart, includes the writedown in

the value of Vyaire, an Apax VIII portfolio

company, which filed for Chapter 11 in June.

The increase in management fees and

expenses accrued largely reflects the impact of

AGA’s c.$700m commitment to Apax XI, which

includes fees and the cost of the capital call

facilities. 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 effect to dampen over time

as the fund continues to invest.

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 Holdco facilities. In FY 2024, the majority of one-off adjustment relates to a mark down in Vyaire.

4. This also includes movements in the performance fee accrued on the Eligible Private Equity portfolio, if applicable. This was nil for the year to 31 December 2024.

Portfolio review – Private Equity

Portfolio performance impacted by remaining healthcare and retail investments

Private Equity performance (%)

Movement

in underlying

portfolio

companies’

earnings

Movement

in net debt¹

Movement in

comparable

companies’

valuation

multiple²

One-off and

other³

Management

fees, expenses

and carried

interest

accrued by the

Apax Funds

FY24 Total

Return

13.8%

(5.4%)

(5.0%)

(4.9%)

(3.1%)

4.1%

(0.5%)

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26 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Portfolio review – Private Equity continued

Steady growth across the underlying portfolio companies

Over the past 12 months, average revenue growth

and EBITDA growth across the Private Equity

portfolio have decelerated. This is primarily driven

by the remaining healthcare and retail investments

and a slowdown seen by consumer and cyclically

exposed businesses, such as some tech services

companies, in particular Thoughtworks. However,

Thoughtworks has now shown signs of stabilisation,

with revenues holding steady since Q4 2023 and

cost reductions driving improved profitability in the

latter half of the year.

Valuation multiples have increased over the year

against a backdrop of increasing public comps. The

average EV/EBITDA multiple at 31 December 2024

was 17.8x.

Leverage levels across the portfolio remained at

lower levels compared to the wider industry, with the

average across AGA’s Private Equity portfolio of 4.5x

net debt/EBITDA.

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.

2. Dec-23 Private Equity portfolio operating metrics reweighted based

on the Private Equity holdings valuation gross of Holdco facilities.

Previously, they were weighted net of the impact of these Holdco

facilities. A reconciliation of prior quarters is available on p.119.

16.5%

14.1%

Dec-23

Dec-24

LTM EBITDA growth

1,2

16.6x

17.8x

Dec-23 Dec-24

EV/EBITDA multiple

1,2

4.4x

4.5x

Dec-23 Dec-24

Net debt/EBITDA

1,2

11.5%

8.9%

Dec-23 Dec-24

LTM Revenue growth

1,2

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GLOSSARY

27 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Portfolio review – Private Equity continued

Private Equity portfolio offers good vintage diversification

At 31 December 2024, 82% of AGA’s Private

Equity NAV exposure was to the three most

recent global buyout funds and their

underlying portfolios of 44 companies.

Apax XI, to which AGA has its largest

commitment, is showing good momentum

and is already marked at 1.3x gross MOIC.

Meanwhile, Apax X and Apax IX continue to

see good performance across the core Apax

sectors. The sale of AssuredPartners by Apax

IX impacted current year returns, but this

remains a successful investment achieving

agross MOIC of 2.7x.

1. Represents all distributions received by

AGA since 15 June 2015.

Apax XI

AGA NAV: €128.6m

Distributions: €0.0m

% of AGA PE portfolio: 13%

Vintage: 2022

Commitment: €198.4m + $490.0m

Invested and committed: 37%

Fund size: $12.0bn

Apax Digital II

AGA NAV: €26.6m

Distributions: €0.0m

% of AGA PE portfolio: 3%

Vintage: 2021

Commitment: $90.0m

Invested and committed: 41%

Fund size: $1.9bn

AMI II

AGA NAV: €4.6m

Distributions: €0.0m

% of AGA PE portfolio: 0%

Vintage: 2022

Commitment: $40.0m

Invested and committed: 9%

Fund size: $0.6bn

Apax Global Impact

AGA NAV: €7.0m

Distributions: €0.0m

% of AGA PE portfolio: 1%

Vintage: 2022

Commitment: $60.0m

Invested and committed: 33%

Fund size: $0.9bn

Apax X

AGA NAV: €449.8m

Distributions¹: €72.1m

% of AGA PE portfolio: 46%

Vintage: 2020

Commitment: €199.8m + $225.0m

Invested and committed: 96%

Fund size: $11.7bn

AMI

AGA NAV: €20.0m

Distributions¹: €60.0m

% of AGA PE portfolio: 2%

Vintage: 2015

Commitment: $30.0m

Invested and committed: 89%

Fund size: $0.5bn

Apax Digital

AGA NAV: €67.0m

Distributions¹: €22.9m

% of AGA PE portfolio: 7%

Vintage: 2017

Commitment: $50.0m

Invested and committed: 104%

Fund size: $1.1bn

Apax IX

AGA NAV: €224.6m

Distributions¹: €427.0m

% of AGA PE portfolio: 23%

Vintage: 2016

Commitment: €154.5m + $175.0m

Invested and committed: 94%

Fund size: $9.5bn

Apax VIII

AGA NAV: €27.3m

Distributions¹: €595.6m

% of AGA PE portfolio: 3%

Vintage: 2012

Commitment: €159.5m + $218.3m

Invested and committed: 110%

Fund size: $7.5bn

Apax Europe VII

AGA NAV: €21.9m

Distributions¹: €94.3m

% of AGA PE portfolio: 2%

Vintage: 2007

Commitment: €86.1m

Invested and committed: 108%

Fund size: €11.2bn

Apax Europe VI

AGA NAV: €1.4m

Distributions¹: €14.5m

% of AGA PE portfolio: 0%

Vintage: 2005

Commitment: €10.6m

Invested and committed: 107%

Fund size: €4.3bn

Investment phase

Maturity phase

Harvesting phase

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28 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Whilst Apax XI is still in the early days of investing,

with these 10 investments, it is over 37%

committed and invested. As a reminder, Apax XI

raised $12bn of commitments, surpassing the

total commitments to the predecessor fund,

Apax X. The successful fundraising for Apax XI

took place in one of the most challenging private

equity fundraising environments of the last

decade, with total private equity capital raised in

2024 declining by c.40% from the peak. Apax XI

had strong support from existing Apax X

investors, with c.90% of the Apax XI capital raised

from Apax X investors who actively chose to

recommit to Apax XI. We believe this reflects

confidence in Apax’s consistent approach to value

creation, with investors recognising the focus on

the “Hidden Gems” strategy that has delivered

strong outcomes, with realised returns of 2.7x

gross MOIC and 28% gross IRR across 28

transactions since 2014³.

With a strong foundation in place, Apax XI is

well-positioned to build on its early momentum.

The Fund remains disciplined in executing in line

with the “Hidden Gems” strategy, leveraging

Apax’s sector expertise and operational

capabilities to drive growth. With early

performance indicators showing promising

returns, Apax XI is well-positioned to be a key

contributor to AGA’s long-term NAV performance.

1. Investment in S&W expected to close in H1 2025

2. Reported company growth rates (inclusive of M&A where

applicable), weighted by invested capital, combined in USD. Includes

all current investments that were closed as at 31 December 2024.

3. Gross MOIC and Gross concurrent IRR for fully realised and

significantly partial realised deals in the Apax core sectors since

2014, calculated in USD. Pro-forma adjusted for the signed

but not yet closed exits of AssuredPartners and Paycor.

Apax XI Fund update

Employing a proven strategy to deliver alpha for investors in the Apax Funds

The latest generation Apax global buyout fund,

Apax XI, closed in January 2024 and is off to

agood start.

AGA has made a $700m commitment to Apax XI.

For AGA shareholders, investments within Apax XI

will therefore be a key driver of future NAV

performance of AGA given the size of AGA’s

exposure to these assets.

The 10 portfolio companies of Apax XI operate in

the core Apax sectors of Tech (OCS Finwave, IBS

Software, Thoughtworks, Zellis), Services (Altus

Fire & Life Safety, Palex Medical, Veriforce, S&W¹)

and Internet/Consumer (Bazooka Candy Brands,

WGSN). All of these investments were executed

within the “Hidden Gems” investment strategy

framework, leveraging Apax’ sub-sector expertise,

operational transformation capabilities, and

disciplined investment in the upper mid-market.

Of the 10 investments, four are carveouts and

one was a day-one combination. On average,

these deals were executed at a c.20% discount to

peers with modest entry leverage of c.4.6x. The

investments are showing potential for accretive

M&A with several having already initiated their

M&A strategies. For example, Zellis Group, Palex

Medical, and OCS Finwave have each already

completed or signed transformational acquisitions

since the initial investment from the Apax Funds.

Despite an average holding period of only

eightmonths so far, the investments are on

averagemarked at 1.3x gross MOIC already.

Theinvestments have shown good momentum

in2024, with average revenue growth of 15% and

EBITDA growth of 14% across these investments

in 2024².

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29 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Portfolio review – Private Equity continued

Continued good pace of investments

The majority of this capital was invested in six

exciting opportunities for the Apax XI Fund in

WGSN, Zellis, Altus Fire & Life Safety, Veriforce,

Thoughtworks, and S&W which is expected to close

in H1 2025.

The Apax Global Impact Fund made one new

investment in IES, marking the first climate-focused

investment by the fund, and the Apax Digital Fund II

made two investments in IANS and greytHR.

In addition to sourcing new opportunities, the Apax

Funds continued to invest in value-accretive M&A for

Palex, Oncourse Home Solutions, Zellis, and Tide.

AGA deployed c.€166m

across nine new Private

Equity investments signed

orclosed in the year, as well

as bolt-on transactions.

€166m

Total invested in FY 2024

June 2024

New investment

AGI

€5.3m

February 2024

New investment

Apax XI

€20.1m

June 2024

New investment

Fund: ADF II

€8.0m

Internet/Consumer

Services

Tech

Investments

Integrated Environmental

Solutions ("IES")

Energy simulation software provider with

significant opportunity to scale globally,

helping to decarbonise the built environment.

WGSN

Leading consumer trend forecaster

helping brands make data-driven

decisions with strong growth potential

through product enhancement, sector

expansion, and strategic M&A.

IANS

Tech-enabled research and advisory

services provider in the information

security industry with the opportunity

to scale and expand its independent,

practitioner-led solutions to support more

Chief information Security Officers in

navigating evolving security challenges.

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GLOSSARY

30 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Portfolio review – Private Equity continued

Continued good pace of investments (continued)

August 2024

New investment

Apax XI

€34.2m

Expected close in H1 2025

New investment

Apax XI

€28.2m

August 2024

New investment

Apax XI

€11.8m

September 2024

New investment

ADF II

€2.6m

November 2024

New investment

Apax XI

€27.0m

November 2024

New investment

Apax XI

€29.1m

Zellis

Leading provider of payroll and HR software

solutions to customers in the UK and

Ireland, and emerging leader in the global

benefits administration software market

through Benefex business unit and “Day 1”

transformational combination with Benify.

greytHR

A full suite Human Resource Management

Software platform in India poised to

expand its product offerings, enhance its

technology, and scale into new customer

segments, strengthening its leadership in

the rapidly growing HR software market.

Thoughtworks

Global digital transformation

company with strong strategic

positioning and several transformation

opportunities to drive performance.

Altus Fire & Life Safety

Provider of regulation-mandated fire and

life safety services in the United States, with

several growth levers available including sales

force investments, geographic expansion,

and acceleration of strategic M&A.

Veriforce

Global provider of supply chain risk

management services that has a clear

pathway to growth applying Apax’s density-

driven playbook from prior investments

and strategic M&A to further expand

geographic scale and service capability.

S&W

Carveout transaction creating a leading

standalone UK mid-market accountancy

business which, upon completion, will

be rebranded S&W, building on the

heritage of the Smith & Williamson

brand, which dates back to 1881.

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31 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Portfolio review – Private Equity continued

Realisations picked up in H2 2024

In FY 2024, the Apax Funds announced the sale of Healthium,

a leading Indian medical devices player, and also agreed to

sell their minority positions in idealista, an online real estate

classifieds platform in Southern Europe, and AffiniPay, a

market leader in software and payments serving law firms.

In December, Apax IX announced the strategic sale of its

largest asset, AssuredPartners, a leading mid-market

property, casualty and employee benefits insurance

brokerage, which is also an AGA top 10 portfolio holding.

Theexit is expected to close in H1 2025 and achieve

agrossMOIC of 2.7x.

The Apax Funds also continued to reduce their public

positions, selling remaining stakes in Baltic Classifieds Group,

Genius Sports, and Guotai Junan Securities.

Exit momentum continued into 2025, with Apax IX

announcing post year-end that its majority stake in Paycor

has been acquired by Paychex, expecting to deliver a gross

MOIC of 3.3x. Pro forma for the exit of Paycor, listed

companies in the Private Equity portfolio represented

c.2%of AGA’s NAV.

In 2024, AGA received total distributions of c.€62m.

Excluding the writedown of Vyaire and sell down of remaining

listed holdings, the average uplift achieved on exits during

2024 was 0.4%.

Eight full exits closed and a

further two signed in 2024

and post period end.

1.6x

Gross MOIC

8.8%

Gross IRR

July 2024

Closed

Apax IX

4.2x Gross MOIC

Invested: €8m / Proceeds: €32m

Exits

July 2024

Closed

Apax IX

2.7x Gross MOIC

Invested: €10m / Proceeds: €27m

Genius Sports

Baltic Classifieds Group

AffiniPay (MyCase)

AssuredPartners

Guotai Junan Securities

idealista

Vyaire Medical

Paycor

September 2024

Closed

Apax IX

3.4x Gross MOIC

Invested: €7m / Proceeds: €24m

September 2024

Closed

Apax X

4.1x Gross MOIC

Invested: €7m / Proceeds: €27m

December 2024

Closed

AEVI & AEVII

0.1x Gross MOIC

Invested: €1m / Proceeds: €0m

H1 2025

Signed not closed

Apax IX

2.7x Gross MOIC

Invested: €20m / Proceeds: c.€54m

August 2024

Closed

Apax IX

0.3x Gross MOIC

Invested: €9m / Proceeds: €3m

H1 2025

Signed not closed

Apax IX

3.3x Gross MOIC

Invested: €20m /

Proceeds: c.€67m

November 2024

Closed

Apax VIII

0.0x Gross MOIC

Invested: €44m / Proceeds: €0m

December 2024

Closed

Apax X

2.0x Gross MOIC

Invested: €10m / Proceeds: €20m

Healthium Takko

Internet/Consumer

Services

Tech

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GLOSSARY

32 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 firm

and the portfolio. The Committee is made

upof nine members from across the firm

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

Firm leadership

Sustainability governance at Apax

Investment

teams

Operating

specialists

Management

teams

Sustainability team

Sustainability Committee

Investor

Relations

Sustainability is

embedded throughout

the Apax Funds’

investment process

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GLOSSARYOVERVIEW

33 | Apax Global Alpha | Annual Report and Accounts | 2024

Apax approach to sustainability

Supported by Apax’s OEP team, investment

teams are responsible for identifying and

monitoring portfolio companies’ sustainability

footprint, driving value and mitigating risk based

on company- or sector-specific materialissues.

Driven by materiality

Apax’s sustainability focus is driven by the

material issues of the sectors in which the Apax

Funds invest, leveraging industry frameworks

and standards such as SASB, GRI and CDP.

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.

2012

Apax began collecting

sustainability data from

portfolio companies

170+

metrics monitored

Sustainability is embedded

throughout the Apax Funds’

investment process, from

due diligence through to the

funds’ ownership and exit.

Measuring and monitoring

Apax sustainability focus areas

Carbon baselining

Decarbonisation

planning

Board diversity

Workplace safety

Anti-harassment

Anti-bribery

& anti-corruption

Cybersecurity

50+

40+

Governance

People

Planet

KPIs captured

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34 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Apax approach to sustainability continued

Spotlight: Climate

While the Apax Funds maintain an asset-light portfolio with

60% of investments in the software & services sector,

they understand the urgency of climate change. Electricity

remains the primary environmental resource consumed by

the Apax Funds portfolio, with fuel and air travel close

behind. In 2023, 50% of Apax Fund portfolio companies

sourced energy from renewablesources.

Measuring emissions

The shift toward sustainability is most pronounced in the

B2B sector, where increasing sustainability requirements

are transforming the marketplace. Major corporations are

offering incentives to suppliers that support their Net Zero

goals, while others make compliance a gating factor

forpartnership. Recognising this, Apax launched a

comprehensive emissions measurement programme in

2021. Today, 90% of majority-owned buyout portfolio

companies have established robust baseline data covering

Scope 1, 2, and 3 emissions. In 2023, ~80% of emissions

were concentrated across ten portfolio companies, of

which eight have GHG reduction initiatives in place or are

inthe process of setting targets.

Deepening engagement on decarbonisation

The Apax Funds’ goal for the coming year is to deepen

engagement with portfolio companies on

decarbonisation, providing them with the support and

resources needed to drive meaningful reductions. Apax

isalready seeing the baselining process influence how

companies are thinking and advancing the accuracy of

their footprint.

1 Portfolio company emissions are presented on a consolidated company basis and do not account for Apax funds’ ownership share.

Portfolio emissions by sector (%)

Scope 3

86%

Scope 2

Scope 1

Services

29%

Tech

19.5%

Internet/

Consumer

11%

Legacy

Healthcare

40%

Digital

0.5%

Portfolio companies have, or

are in the process of setting,

science-based targets

c.50%

Portfolio companies reported

use of renewable energy

42%

Portfolio companies have emission

reduction initiatives in place

Emissions by portfolio company (%)

~80% of emissions

are concentrated across

10 portfolio companies

Portfolio

companies

Apax uses materiality

as a guiding principle to

prioritise sustainability

efforts across the portfolio.

Portfolio emissions by scope (%)¹

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35 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Apax approach to sustainability continued

Spotlight: Climate – case study

Advancing customer sustainability

goals through precise emissions

measurement

Tosca is a leading provider of reusable packaging and pooling solutions

for supply chains, offering sustainable alternatives to single-use

packaging. The company was in the first cohort of portfolio companies

to participate in the Apax GHG baselining programme, where they

conducted a detailed calculation of Scope 3 emissions. Tosca is now

collaborating with customers to provide more accurate visibility of how

its products and services contribute to their environmental and

sustainability objectives. Leveraging Life Cycle Assessment (“LCA”)

metrics, Tosca is able to identify optimal packaging options tailored to

each customer’s specific supply chain needs. In 2023, Tosca conducted

LCAs with over 70 customers, equipping them with more accurate,

verifiable data to support informed decision-making and enhance

Scope 3 emissions reporting.

To maximise accuracy, Tosca refined its LCA tools and methodologies,

moving beyond traditional models to focus on real-world emissions. For

instance, by transitioning from a tonne-kilometre to a truck-kilometre

model, Tosca captures actual emissions based on each trip’s unique load.

This approach provides clearer insights, particularly when comparing

foldable and nestable solutions against rigid alternatives. Additionally,

the company’s custom LCA calculators, specifically designed for bulk

liquid and beverage transport, enable customers to evaluate potential

carbon footprint reductions when using Tosca’s reusable and collapsible

packaging options compared to conventional packaging. This focus on

precision supports both sustainability goals and operational efficiency,

reinforcing Tosca’s commitment to advancing customer objectives

through data-driven solutions.

Disaggregating truck and content provides

more granular emission data

Traditional LCA: Tonne/km Tosca LCA: Truck/km

Empty truck

accounts

for 60% of

emissions

=4.15 Mt CO

=2.05 Mt CO

Content

account

for 40% of

emissions

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36 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Backing a trusted brand to scale new heights

Case Study: Private Equity

S&W

In November 2024, Apax XI announced the

acquisition of the accountancy and advisory

practice of Evelyn Partners. The carveout

transaction will create a leading standalone UK

mid-market accountancy business which, upon

completion, will be rebranded S&W, building on

the heritage of the Smith & Williamson brand,

which dates back to 1881.

Evelyn Partners’ accountancy and advisory

practice, which is based in London and serves

clients across the UK, offers a range of

accountancy services including audit and

business outsourcing, business tax, private

client tax, and advisory.

The investment thesis is to support the

newly branded S&W on its growth journey,

cementing its place as a leader in the

mid-market space. The Apax Funds, in

partnership with Apax’s OEP, will help the

business unlock multiple value creation

opportunities. This includes optimising

go-to market strategies to drive new

business and cross sell, accelerating talent

hire, and investing in technology to fuel

revenue growth. The Apax Funds will also aim

to further invest in technology to enhance

margins, expand into new service lines to

meet client needs, and pursue strategic M&A

in a fragmented market.

Why is this an Apax Funds’ deal?

• The Apax Funds have tracked the space

for several years, developing a solid

understanding of the market and various

players, unlocking the ability to pre-empt

during the S&W process.

• OEP carveout experience provided

differentiated insights, having executed

36 carveouts in 10 years, including

three in Apax XI.

€28m

Expected AGA look-through exposure

“We have been tracking the accountancy and advisory space

for a number of years and prioritised S&W as the ideal UK

platform to invest behind. Throughout our engagement,

itbecame immediately clear to us that S&W is a true

market-leading player in the mid-market segment and holds

an unrivalled heritage and reputation from which the

business can look to scale new heights. We are

excitedtopartner with the entire S&W team in this

exciting new chapter as an independent business.”

FrankEhmer | Partner at Apax

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37 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

“Hidden Gems” strategy in action: using the monetisation playbook

Case Study: Private Equity

AGA’s look-through investment:

Baltic Classifieds Group

(“BCG”)

Founded in 1999, BCG is a portfolio of leading

online classified advertising platforms in the Baltic

region. The company specialises in four key

segments including automotive, real estate, jobs/

services, and general merchandise.

BCG operates 14 online classifieds portals across

its four business lines and the company’s portals

are visited on average 56 million times per month,

making them some of the most visited websites in

their respective countries.

Apax IX first identified BCG as a high-quality

portfolio of online classifieds portals with

market-leading positions and a significant

monetisation opportunity.

Apax IX acquired BCG in July 2019 and during its

ownership BCG grew revenues at a 20% CAGR

from €29m in FY19 to €72m in FY24, whilst

EBITDA grew similarly from €22m to €55m.

The company increased its leadership position

across all verticals and enhanced monetisation in

its core listing business through a combination of

product development and pricing actions.

Furthermore, under the Apax Funds’ ownership,

BCG also expanded through M&A with the

acquisition of Auto24, the leading automotive

classifieds portal in Estonia.

In June 2021, Apax IX announced the successful IPO

of BCG on the London Stock Exchange, with Apax IX

retaining a significant stake in the company. Apax IX

continued to monetise its remaining stake through

several block share sales, culminating in the fund’s

full exit from this investment in July 2024 at a gross

realised MOIC of 4.2x.

Optimising exit

Attractive exit

Buying well

Attractive set-up valuation

Value creation

Transformed asset

Monthly time on site

vs nearest competitor

Monthly time on site

vs nearest competitor

Selldowns median

(2022 – 2024)

19.0x

+21%

23.0x

Multiple at exit

vs comps

1,2

3x 11x 7x 18x

Average revenue

per advertiser (€)

Average revenue

per advertiser (€)

Revenues grew at a

20% CAGR from €29m

in FY19 to €72m in FY24

Multiple at entry

vs comps

1,2

BCG Comps

-24%

17.9x

13.6x

1. Comparable companies include Rightmove, Autotrader, Scout24, REA, Carsales, Seek.

2. NTM EBITDA – Capex (x).

125 88 289 181

Improved competitive

position and increased

leadership across all verticals

Expanded through M&A

with the acquisition of

Auto24 six months after

original investment

Enhanced monetisation

in its core listing business

through a combination

of product development,

pricing and actions

57%

Gross IRR:

4.2x

Gross MOIC:

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38 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Portfolio review – Debt Investments

Debt portfolio limiting cash drag and producing additional returns

The Debt portfolio absorbs excess capital currently

not invested in Private Equity, thereby limiting cash

drag, producing additional returns and generating

income which is an additional source of funding

towards the dividend payment and Distribution Pool.

It also enhances the robustness of AGA’s balance

sheet and provides comfort when assessing new

commitments to private equity.

As at 31 December 2024, AGA held €195m of Debt

Investments, representing 17% of the Total

Invested portfolio. The Debt portfolio primarily

comprises Debt Investments in companies and

sectors where Apax can leverage insights from its

private equity activities. The Apax Credit team is

fully integrated with the Private Equity teams which

help to source, provide diligence, underwrite, and

monitor credit investments, producing better risk

adjusted credit returns.

66% of the Debt Investments are invested in first

lien loans and bonds which tend to be more readily

tradeable compared to debt instruments that are

more junior in the capital structure. We believe the

current proportion of first lien loans held is

appropriate in the context of the Private Equity

commitments made by AGA.

The Debt portfolio achieved a Total Return of

7.5% (2.9% constant currency). Income from the

portfolio was the key driver of performance

supported by beneficial FX movements despite

the writedown in Vyaire during the first half of

theyear (Total Return of Debt portfolio excluding

Vyaire: 13.2% and 8.7% constant currency). Going

forward, the Investment Manager has decided to

not invest in debt of Apax Funds’ portfolio

companies anymore.

In line with reductions in base rates and strong

credit markets leading to tightening margins on

new and refinanced deals, the income yield of the

portfolio reduced to c.8% from c.10% at year-end

2023. Average yield to maturity also decreased to

10.1%, compared to 12.0% at year-end 2023. The

Debt portfolio continues to outperform the S&P/

LSTA Leveraged Loan Index, having achieved a

34.7% cumulative constant currency Total Return

versus 32.9% over the last 5 years (representing a

6.1% annualised return).

AGA also has a small exposure to two Derived

Equity positions valued at €5m, representing <1%

of the invested portfolio at 31 December 2024.

Debt Investments Portfolio

Investment Instrument Valuation €m % of NAV

Precisely Software 1L + 2L term loan 28.4 2%

Confluence PIK + 2L term loan 21.3 2%

Therapy Brands 1L + 2L term loan 17.1 1%

Infogain² RCF + 1L term loan 15.5 1%

Exact Software 1L term loan 15.1 1%

MindBody² Convertible debt 14.0 1%

PCI 1L term loan 11.4 1%

Hilb RCF + 1L term loan 10.8 1%

Engineering Bonds Senior secured note 10.1 1%

Mitratech 2L term loan 9.5 1%

Part s Tow n 1L term loan 8.8 1%

Neuraxpharm 1L term loan 7.6 1%

Theramex 1L term loan 7.6 1%

P&I 1L term loan 7.1 1%

PSSI 1L term loan 5.6 <0%

Syndigo 2L term loan 4.8 <0%

Total Debt Investments 194.7 16%

1. Performance fee adjustment accounting for the movement in the performance fee accrued at 31 December 2024.

2. Denotes overlap with Private Equity portfolio.

FY 2024 Debt Investments performance (%)

Realised

losses

(5.7%)

(0.5%)

Unrealised

losses

10.2%

Income

4.6%

FY24 Total

Return

7.5%

Performance

fee¹

(1.1%)

€195m

Total Debt Investments

7.5%

FY 2024 Debt Total Return

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GLOSSARYOVERVIEW

39 | Apax Global Alpha | Annual Report and Accounts | 2024

Governance

& Risk Management

Chairman’s introduction 40

Governance at a glance 41

AGA Board of Directors 42

An effective Board 44

Corporate Governance Statement 46

Directors’ duties 48

Governance framework 52

Audit Committee report 54

Role of the Audit Committee 55

Directors’ remuneration report 57

Directors’ report 59

Viability statement 61

Statement of Directors’ responsibilities 62

Risk management framework 63

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40 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Chairman’s introduction

Long-term success

Dear Shareholder,

On behalf of the Board, I am pleased to introduce the

Company’s Corporate Governance Statement

on p.46 and p.47.

Promoting long-term success

After joining the Board in March 2024 and taking on

the role of Chairman in July, I have had the privilege of

engaging with the different stakeholders of AGA.

These interactions have been invaluable in deepening

my understanding of the issues and concerns facing

our stakeholders. As a Board, we carefully consider all

feedback, including that from my own discussions.

These views inform our discussions and decision-

making processes, ensuring we are better aligned with

stakeholder expectations and focused on delivering

long-term value.

While 2024 had a muted start, we have seen positive

momentum with an uptick in investment activity, in the form

of new deals by the Apax Funds as well as material exits. With

the Apax team sharpening its focus, the Board believes

thatAGA is 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.16. This was also

confirmed by the internal Board evaluation conducted

in 2024, more details of which can be found on p.45.

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 independent for the

purposes of Chapter 11 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 and p.43 and the Company’s website at:

www.apaxglobalalpha.com/about-us/

board-and-governance

At 31 December 2024, the Board was composed of

60% male and 40% female Directors.

In March, Chris Ambler decided to retire as a Non-Executive

Director of the Company after nearly nine years in the role. In

July, my predecessor as Chairman, Tim Breedon, retired

from the Board. I want to take the opportunity to thank both

Tim and Chris for their service to the Company since IPO.

Alexander Denny joined the Board as a Non-Executive

Director during the summer, replacing Chris Ambler and in

preparation for Susie Farnon’s retirement in the course of

the next 12 months, Stephanie Coxon took over as Audit

Chair in May 2024. The search for Susie’s replacement is

underway, with an emphasis on ensuring the Board

maintains a diverse composition while bringing in the skills

and expertise needed to guide the business effectively. We

are required to have a majority of non-UK based Directors,

which makes a search that gives us both diversity and

expertise commensurately more difficult.

AGM

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” was proposed at the 2024 AGM

and we are pleased that 88.71% of votes cast in respect of

the triennial Discontinuation Resolutions supported the

continuation of the Company in its current form.

Our tenth AGM will be held at 11.15 am (UK time) on 1 May

2025 at East Wing, Trafalgar Court, Les Banques, St Peter

Port, Guernsey, Channel Islands, GY1 3PP. The notice of the

AGM will be published on or around 18 March 2025.

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/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

Karl Sternberg | Chairman

3 March 2025

“ With the Apax team

sharpening its focus,

the Board believes that

AGA is well-positioned

to take advantage of

opportunities.”

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41 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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

Male x3

60%

Female x2

40%

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 Stephanie Coxon appointed as Chair

of the Audit Committee and Susie Farnon acting as the

Senior Independent Director. 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.

Major Board activities in 2024

Major decisions taken by the Board and its

Committees during 2024 included:

Conducted a review of the Company’s strategy

and determined that it remained fit for purpose

despite changes in the macro-environment.

Undertook an external auditor tender.

Established the Management Engagement

Committee and Nomination Committee.

Commissioned an in-depth investor

perception study to uncover key

detractors of the investment thesis.

Review and amendment to Directors’ fees.

Thorough review of AGML’s credit

strategy and capabilities.

Announced a new capital allocation framework

adding buybacks to the Company’s toolkit.

Comprehensive search for and

appointment of a new Non-Executive

Director. Induction day process for new

Chairman and Non-Executive Director.

Consulted shareholders and analysts as part

of a review of the capital allocation policy.

Karl Sternberg joined the Board as a Non-

Executive Director on 1 March 2024. His

biography is available on the Company’s

website: www.apaxglobalalpha.com/about-

us/board-and-governance or on p.42.

Tim Breedon retired from the Board in 2024 and

Karl Sternberg took over the role of Chairman of

Apax Global Alpha in the second half of 2024.

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 2025 AGM.

It is proposed to shareholders that Karl

Sternberg, Stephanie Coxon, Susie Farnon,

Mike Bane, and Alexander Denny be re-

elected or elected at the 2025 AGM.

Alexander Denny was appointed to the AGA

Board as a Non-Executive Director on 3

July 2024. His biography is available on the

Company’s website: www.apaxglobalalpha.com/

about-us/board-and-governance or on p.43.

After nearly nine years as Non-Executive

Director, Chris Ambler retired on 1 March 2024.

Leading a responsible business

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.

Tot al

Board

Total Audit

Committee

Tot al

Management

Engagement

Committee

Karl Sternberg 5 (5) n/a 1 (1)

Stephanie

Coxon

6 (6) 9 (9) 1 (1)

Susie Farnon 6 (6) 9 (9) 1 (1)

Mike Bane 6 (6) 9 (9) 1 (1)

Alexander

Denny

2 (2) 4 (4) 1 (1)

Tim Breedon

(retired)

3 (3) n/a n/a

Chris Ambler

(retired)

1 (1) 3 (3) n/a

• 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, Karl Sternberg, whilst not required to attend meetings of the Audit Committee, does so on occasion, particularly where

financial reports are being reviewed.

• Given the Nomination Committee was only set up in September 2024, there were no meetings of the Nomination Committee during the year under review.

Election and re-election of Directors at the 2024 AGM

Number of Board members

Male 3

Female 2

Minority ethnic background –

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42 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

AGA Board of Directors

The Company has a strong,

independent Board of

experienced non-executive

directors. TheDirectors are

responsible for overseeing the

Company’sactivities.

Skills and experience

Karl Sternberg joined the AGA Board on 1 March 2024. He was appointed

as Chairman on 1 July 2024. Karl was a founding Partner of institutional

asset manager 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, between 1992 and 2004,

including as Chief Investment Officer for Europe, Australia, and Asia

Pacific. Since 2006, he has developed his Non-Executive Director career,

with a focus on investment management and the investment trust

sector in particular. From 2010 to 2015 he was a Non-Executive Director

of Friends Life Group plc where he was Chairman of the Investment

Oversight Committee.

Karl Sternberg

Chairman

Chair of Nomination Committee

Current appointments

Chairman of Clipstone Industrial

REIT plc and Monks Investment

Trust plc; and Non-Executive

Director of Capital Gearing Trust plc.

Tenure

10 months

Qualifications

• Graduate of Christ Church,

University of Oxford.

Committee membership key

Audit Committee

Management Engagement Committee

Nomination Committee

M N

Skills and experience

Stephanie joined the AGA Board on 31 March 2020. She was appointed

as Chairman of its Audit Committee on 1 May 2024. Stephanie 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.

Stephanie Coxon

Non-Executive Director

Chair of Audit Committee

Current appointments

Non-Executive Director of:

Foresight Environmental

Infrastructure Limited (formerly

JLEN Environmental Assets

Group Limited); PPHE Hotel Group

Limited; International Public

Partnerships Limited. Board

member of The Association of

InvestmentCompanies.

Tenure

4 years, 9 months

Qualifications

• Fellow of the Institute of

Chartered Accountants in

England and Wales.

A M N

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43 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

AGA Board of Directors continued

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 Certified Accountants.

Mike Bane

Non-Executive Director

Chair of Management

Engagement Committee

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).

Tenure

6 years, 6 months

Qualifications

• Graduate of Magdalen College,

University of Oxford and a

Chartered Accountant.

Skills and experience

Alexander Denny joined the AGA Board on 3 July 2024. He has over

twenty years’ experience in asset management and investment trusts,

covering both private and public markets. Alex spent most of his career

at Fidelity International, latterly as Head of Investment Trusts, before

he moved to become Managing Director, European Private Wealth

atPantheon.

Alex began his career in 2003, working initially in Fidelity’s retail platform

business. He became involved with investment companies in 2011 when

he led the development of Fidelity’s brokerage platform, introducing

investment companies to it for the first time. Alex is currently a private

consultant and Head of the Investment Trust practice at Nurole, the

non-executive search firm.

Alex Denny

Non-Executive Director

Current appointments

Board member of The Association

of Investment Companies. Trustee

of the Nautical Archaeology Society.

Tenure

6 months

Qualifications

• BSc/BCL in Chemistry and Law

from University of Bristol.

Skills and experience

Susie Farnon joined the AGA Board on 22 July 2015. She was elected as

Senior Independent Director on 18 November 2016 and held the position

of Chairman of the Audit Committee from 1 July 2016 to 1 May 2024.

Susie served as President of the Guernsey Society of Chartered and

Certified 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. Susie was a member of the AIC

Board from 2018 until 2025.

Current appointments

Non-Executive Director of: Real

Estate Credit Investments Ltd.;

Bailiwick Investments Limited; Ruffer

Investment Company Limited.

Tenure

9 years, 5 months

Qualifications

• Fellow of the Institute of

Chartered Accountants in

England and Wales.

Susie Farnon

Non-Executive Director

Senior Independent Director

A M N A M N A M N

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44 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Our Board is composed of highly skilled

professionals who bring a range of expertise,

perspectives and corporate experience to

ourboardroom.

An effective Board

Responsibilities

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 Management Engagement Committee

ofthe Board reviewed and evaluated the

performance of AGML during the year to

31December 2024 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

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.

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 external evaluation of the Board was

undertaken in 2024, further details of which can

be found on p.45.

In September 2024, the Board approved the

creation of a Management Engagement

Committee and a Nomination Committee.

Considering the nature, scale, and complexity of

the Company, AGA has made certain exceptions

to the AIC Code, including:

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.

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45 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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.16, 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.16 and p.18.

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.15 and in our Responsible

Investment policy which is available on our

website at: www.apaxglobalalpha.com/

sustainability

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 Chairman met the AIC Code recommended

independence criteria onappointment.

Board evaluation

In accordance with the Board management policy,

the Company conducted an external Board

evaluation exercise in 2024. Overall, the review

concluded that the Company has a

well-functioning and effective Board, a strong

corporate governance culture, and Directors who

are diligent and independent in their outlook.

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 2025.

Disclosure of dividend information

The Company aims to pay regular dividends to

shareholders semi-annually, set at an absolute

level of 11 pence per share 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 11.4.22(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 sustainability can be found on p.32 to p.34.

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.

An effective Board continued

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46 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Corporate Governance Statement

2024 Key activities

Key activities of the Board Risk Management GovernanceStakeholder engagementStrategy and financingPrincipal strategic objectives

The Board met six 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.

Held a Board strategy day with a range

of key topics including:

• High-level exploratory discussions to challenge

whether the strategy remains fit for purpose, including

consideration of alternative approaches

• Assessment of investment performance of Private Equity

and of Debt Investments over different time horizons and

relative to peers and benchmarks

• Explored investor relations’ initiatives and legal marketing

restrictions to formulate the IR strategy with a goal of

widening the shareregister base

Regularly reviewed the Company’s

strategy and financial position, including:

• Renewal of the Company’s Revolving Credit Facility

• Assessment and announcement of a new capital allocation

framework given the increasing share price

discount to NAV

• Participated in an

external evaluation

of the Board’s

effectiveness to identify

areas for improvement

and inform training plans

• Established the

Management

Engagement

Committee and

Nomination Committee

• 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 1May 2024

• Hosted a Chairman’s

corporate governance

roadshow

• Consulted shareholders

and analysts in an effort

to gain feedback on the

capital allocation policy

and understand key

investor priorities

• Held a Capital Markets

Day in the Apax London

office for investors

andanalysts

• Conducted an

independent investor

perception study

in order to improve

understanding of

key detractors of the

investment case and

increase awareness of

current and potential

shareholder views,

issues, and concerns

• Reviewed the

Company’s risk

appetite statement

and principal risks

• Performed a

review of the

Company’s internal

financialcontrols

Deliver over-the-cycle target Total NAV

Return of 12-15%

Regular dividends and capital return to shareholders

Invest in Apax Private Equity Funds for

long-termgrowth

Manage Debt portfolio to generate additional returns

on capital not invested in Private Equity

Remain fully invested

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47 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Corporate Governance Statement continued

2024 calendar of events

2024

2025

January

February March June July October

April May August September December

November

• Dividend paid

• FY23 Results

Board meeting

Board meeting Board meeting

• Capital Markets Day

Board Meeting

• Q3 Results

Board Meeting

• Q1 Results

• Interim Results

• Dividend paid

AGM

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48 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Directors’ duties

In 2024, the Board of the Company was composed of five independent Non-Executive Directors

Role Role overview Responsibilities

Chairman of the Board

of Directors

Karl Sternberg 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

Stephanie Coxon 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;

• Ensuring compliance with the Minimum Standard for Audit Committees and External Audit issued by the FRC;

• 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, objectivity, and audit quality 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.

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.

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.

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49 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Directors’ duties continued

Role Role overview Responsibilities

Chairman of the

Nomination Committee

Karl Sternberg fulfils the

role of Chairman of the

Nomination Committee.

The Nomination

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 Nomination Committee is

appointed by the Board of Directors. The role and

responsibility of the Chairman of the Nomination

Committee is to set the agenda for meetings of

the Nomination Committee and, in doing so, take

responsibility for ensuring that the Nomination

Committee fulfils its duties under its terms ofreference.

• Regularly review the structure, size and composition (including the skills, knowledge, experience, independence and diversity)

required of the Board compared to its current position and make recommendations to the Board with regard to any changes;

• Give full consideration to succession planning for Directors in the course of its work, taking into account the challenges and

opportunities facing the Company, and what skills and expertise are therefore needed on the Board in the future;

• Be responsible for identifying and nominating for the approval of the Board candidates to fill Board vacancies as and when

theyarise;

• To review all Directors’ external appointments annually and to confirm to the Board whether it considers that any of the

Directors’ external appointments, and changes to workload within existing external appointments, impairs any of the Directors’

effectiveness as a Director of the Company;

• Before making an appointment, evaluate the balance of skills, knowledge and experience on the Board, and, in light of this

evaluation prepare a description of the role and capabilities required for a particular appointment;

• Keep under review the Board leadership needs of the Company, with a view to ensuring the continued ability of the Company to

compete effectively in the marketplace;

• Keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which

it operates;

• Ensure that on appointment to the Board, the Directors receive a formal letter of appointment setting out clearly what is expected

of them in terms of time commitment, committee service and involvement outside Board meetings;

• Carry out an annual assessment and evaluation of the performance of each of the Non-Executive Directors of the Company. The

performance evaluation should assess all aspects of each individual’s performance in exercising their role(s) as: a NED; Chair of

any Board committees; a Chairman of the Company; and any other relevant office of theCompany;

• Make recommendations to the Board concerning membership of the Board committees as appropriate, in consultation with the

Chairman of those committees; and

• Take note of any new strategic issues or commercial changes affecting the Company and the market in which it operates, and

which shall be considered by the Board of Directors of the Company from time to time.

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50 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Directors’ duties continued

Role Role overview Responsibilities

Chairman of the

Management

Engagement

Committee

Mike Bane fulfils the

role of Chairman of the

Management Engagement

Committee. The

Management Engagement

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 Management Engagement

Committee is appointed by the Board of Directors.

The role and responsibility of the Chairman of the

Management Engagement Committee is to set the

agenda for meetings of the Management Engagement

Committee and, in doing so, take responsibility for

ensuring that the Management Engagement Committee

fulfils its duties under its terms of reference.

• Evaluate the performance of the Company’s service providers against relevant benchmarks, service agreements and service level

statements at least annually;

• Review the contractual relations with all service providers;

• Put in place procedures by which the Board regularly reviews the continued retention of the service providers;

• Consider any points of conflict of interest which may arise between the service providers of the Company;

• Review the level and method of remuneration for the service providers, the basis of performance fees (if any) and the notice

period ensuring that they do not encourage excessive risk;

• Evaluate the performance of the Investment Manager’s investment performance against benchmarks, and other investment

managers (including in line with sustainability guidelines where appropriate) and assess the ongoing ability of the Investment

Manager to perform appropriately should there be changes in their investment team;

• Formally review and if appropriate recommend the reappointment of the Investment Manager to the Board;

• Consider the need to have in place contingency plans for any unforeseen change of circumstances that could materially prejudice

the ability of the Investment Manager to meet their investment performance objectives and escalate to the Board if this

contingency is anticipated;

• Consider the merit of obtaining an independent appraisal of the Investment Manager’s services;

• Review the management contract and recommend any change of the Investment Manager or the Investment Management

Agreement; and

• Review the level and method of remuneration, the basis of performance fees (if any) and the notice period;

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51 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Directors’ duties continued

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.

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52 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Management and performance fees

Management fees for the year to 31 December

2024 represented 1.7% of NAV and performance

fees were 0.2% 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 has a multi-currency RCF of €250m with

SMBC Bank International plc and JPMorgan Chase

Bank, N.A., London Branch. The RCF was undrawn

at 31 December 2024 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

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;

‒ 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 (“POI”) 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

MUFG Corporate Markets (formerly Link Asset

Services) 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 2024 were

1.9% (31 December 2023: 1.8%). 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 framework

Governance systems

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53 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Nomination Committee

The Board approved the creation of the

Nomination Committee in September 2024 with

Karl Sternberg appointed as Chair of the

Nomination Committee.

The Nomination Committee is responsible for

regularly reviewing the structure, size and

composition required of the Board, including skills,

independence, experience and diversity. The

Committee is also responsible for the annual

Board evaluation, succession planning and

identifying Board candidates to fill Board

vacancies as and when they arise.

As the Board consists of only five members and,

recognising the extensive experience of the

directors when it comes to the responsibilities

and duties of the Nomination Committee, the

Nomination Committee has agreed that all the

Directors should be members of the Committee.

The Chairman however absents himself from

discussions on succession to his own role.

The full terms of reference for the Nomination

Committee are available on the

Company’swebsite.

Frequency and attendance at Board and

committee meetings

The Board aims to meet formally at least four

times a year and met six times in the year from

1January 2024 to 31 December 2024.

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 2024 to 31

December 2024.

A summary of the Directors’ attendance at

meetings which they were eligible to attend is

provided on p.41.

Election and re-election of Directors

atthe2025 AGM

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 2025 AGM. Susie

Farnon, after nine years in the role, expects to

retire later in 2025, allowing for a smooth Board

succession.

In 2023, Russell Reynolds Associates Ltd, an

independent external consultancy firm, was

appointed to conduct the search for a new

Non-Executive Director ahead of both Chris

Ambler and Tim Breedon retiring during 2024. On

the 1 March 2024, Karl Sternberg was appointed

as a Non-Executive Director, and following Tim

Breedon’s retirement, was appointed as Chairman

on 1 July 2024. 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 Capital Gearing Trust plc.

On 3 July 2024, Alexander Denny was appointed.

Alex has over twenty years’ experience in asset

management and investment trusts, covering

both private and public markets. He spent most of

his career at Fidelity International, latterly as Head

of Investment Trusts, before he moved to

become Managing Director, European Private

Wealth at Pantheon.

Susie Farnon has indicated that she wishes to

retire from the Board in 2025, at which point she

will have served over nine years in the role. The

Board has appointed Sapphire Partners Limited to

help with the search for her replacement and is

mindful of the objective as a listed company to

have a diverse Board.

Following the successful evaluation of the Board

(see p.45), it is proposed to shareholders that Karl

Sternberg, Stephanie Coxon, Susie Farnon, Mike

Bane, and Alexander Denny be re-elected or

elected at the 2025 AGM.

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 2024, with the final 20% of locked-up shares

due to be released on the 15 June 2025.

Management Engagement Committee (“MEC”)

The Board approved the creation of the MEC in

September 2024 with Mike Bane appointed as

Chair of the MEC.

The MEC is responsible for reviewing all major

service providers to the Company, which includes

the Investment Manager.

The MEC met in November 2024 to review the

performance of the key service providers

including the Investment Manager. No material

weaknesses were identified in relation to the

Investment Manager; the recommendation to the

Board was that the current arrangements are

appropriate and that the Investment Manager

provides good quality services and advice to AGA.

A review of key service providers was also

undertaken. Overall, the feedback on

performance throughout the year was that key

services had been delivered to a high standard

and the committee resolved that the continued

appointment of all providers be recommended to

the Board for approval, which was duly granted.

The full terms of reference for the MEC are

available on the Company’s website.

Governance framework continued

Governance systems (continued)

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54 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Audit Committee report

The main areas of activity for

the Audit Committee have been:

• evaluating its terms of reference in accordance

with the requirements of the Minimum Standard

for Audit Committees and External Audit issued

by the FRC (the “Standard”). It carries out its

responsibilities to ensure alignment with the

Standard. An annual assessment was conducted

to review the terms of reference and internal

processes against the Standard, aiming to

identify any potential gaps. Following this review,

the Audit Committee determined that the terms

of reference and internal processes continue to

be appropriate and effective;

• 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;

• during the year, the Audit Committee decided to

initiate a tender for the external auditor. The

process was conducted in accordance with the

Standard, with four firms invited to participate.

Led by the Audit Committee, the tender process

included a thorough evaluation based on

multiple criteria, after which the committee

recommended the appointment of KPMG

Channel Islands Limited (“KPMG”) as the

external auditor. Further details on the audit

tender process are on p.55 to p.56;

• 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;

• regularly reviewed the risk management and

control framework with support from the

Investment Manager and the Company

Secretary. Additionally, the Audit Committee

visited Apax offices during the year to conduct

an in-depth examination of the underlying

private equity valuation and LP allocation

processes, as well as the internal controls

inplace;

• held formal meetings with the external auditor,

KPMG, to review and discuss their

independence, objectivity, and proposed scope

of work for the Interim Report review and the

audit of the Annual Report and Accounts.

Additionally, the Audit Committee chair had

several informal meetings with the KPMG audit

partner and team without management present;

• 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 updates to various ESG

reporting standards, Apax 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.

Stephanie Coxon |

Chair of the Audit Committee

3 March 2025

I am pleased to present

the Audit Committee

report for 2024

detailing the activities

undertaken this year to

fulfil its responsibilities.

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55 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

I am pleased to report that there are no matters

arising that should be brought to the attention of

shareholders.

The Audit Committee reviewed KPMG’s report on

their independence and objectivity, including the

team structure for auditing the Company and the

underlying Apax Funds, as well as the extent of

non-audit services they provided. In compliance

with the FRC Ethical Standard 2024 (the

“Standard”), a rotation of KPMG’s audit partner

occurred during the year, making this Rachid

Frihmat’s first year in the role. Additionally, the

Audit Committee evaluated the quality and

effectiveness of KPMG as the Company’s external

auditor.

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.

External audit tender

KPMG has served as the Company’s external

auditor since 2015. As part of best practice, the

external auditor is evaluated annually against a

range of criteria, including audit quality,

independence, levels of challenge, and objectivity.

In accordance with the Standard, an audit tender

is required every 10 years, and a tender process

was conducted in the second half of 2024. This

process, led by the Audit Committee, adhered to

the Standard and invited four firms, including a

challenger audit firm, to participate.

The Audit Committee membership currently

consists of Stephanie Coxon, Susie Farnon,

Mike Bane, and Alexander Denny.

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 2024, a

performance fee of €2.9m was payable.

External audit

During the year, and up to the date of this report,

the Audit Committee has met formally with KPMG

on four occasions. Additionally, the Chairman and

other members of the Audit Committee met

them informally on five occasions during the

period without management present. 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 2024 and in their

audit for the year ended 31 December 2024. They

also included detailed reviews of the results of this

work, their findings and observations.

Role of the Audit Committee

Asummary of meetings held during the year and

attendance at those meetings is available on p.41.

The Chairman of the Company, Karl Sternberg,

whilst not required to attend meetings of the

Audit Committee, does so on occasion,

particularly those meetings in which financial

reports are reviewed.

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.

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 Audit Committee also visited

Apax offices during the year to carry out a detailed

review of the underlying private equity valuation

processes, LP allocation procedures, and the

associated internal controls. The aim of these

reviews and discussions was to assess whether

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.

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56 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

The Audit Committee considered key criteria in its

decision-making, including audit quality,

experience in Private Equity and debt audit and

valuation, audit approach, and fees. Following a

thorough evaluation, KPMG was selected as the

preferredfirm.

The Board approved the Audit Committee’s

recommendation, and KPMG will be appointed as

the external auditor following the publication of

this Annual Report and financial statements. Their

appointment will also be recommended to

shareholders for approval at the 2025 Annual

General Meeting.

Risk management, internal controls, and

corporate risks

An outline of the risk management framework and

principal risks is provided on p.63 to p.67.

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 Apax Partners

Funds Services Limited (“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.

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 no reportable

differences during the course of their audit work.

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.62.

Role of the Audit Committee continued

The Audit Committee is

appointed under terms of

reference from the Board

ofDirectors, available on

theCompany’s website

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57 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 2024 to 31 December 2024 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 was 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.

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. In 2024, the Board

approved an uplift to the Directors’ fees with

effect from 1 September 2024. No change was

made to the Chairman’s fee. Details are set out in

the table below.

The Board intends to temporarily increase to six

independent directors, from five currently, to

facilitate a smooth and effective succession

process. For the necessary flexibility, the Board is

seeking shareholder approval to increase the

remuneration cap from £395,000 to £500,000 at

the next AGM.

Directors’ remuneration report

Directors are remunerated in the form of fixed fees

Director Position 1 January 2024

Annual fees effective from

1 January 2024 (GBP) Position 1 September 2024 Fee increase (GBP)

Annual fees effective from

1 September 2024 (GBP)

Karl Sternberg – – Chairman – 125,0000

Tim Breedon Chairman 125,000 Retired – –

Stephanie Coxon NED 50,000 Audit Committee Chair 21,000 71,000

Mike Bane NED 50,000 MEC Chair 14,000 64,000

Susie Farnon Audit Committee Chair 61,000 SID 3,000 64,000

Alexander Denny – – NED – 60,000

Chris Ambler NED 50,000 Retired – –

Total 336,000 384,000

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58 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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.

Directors’ remuneration report continued

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

Directors’ fees and expenses for the year to 31 December 2024

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

Karl Sternberg 79,201 2,521 94,792 2,986

Tim Breedon (Retired) 62,842 703 73,791 824

Stephanie Coxon 60,585 1,991 72,097 2, 374

Mike Bane 54,648 2,513 65,000 3,003

Susie Farnon 58,261 1,784 69,230 2,128

Alexander Denny 28,115 863 33,803 1,032

Chris Ambler (Retired) 8,333 1,127 9,728 1,316

Total 351,985 11,502 418,441 13,663

Directors’ holdings at 31 December 2024

Voting rights Voting rights

Director Class of share Shares held Direct Indirect Direct Indirect

Karl Sternberg Ordinary shares of NPV

53,600 53,600 – 0.011% –

Stephanie Coxon Ordinary shares of NPV

10,000 10,000 – 0.002% –

Susie Farnon Ordinary shares of NPV

43,600 43,600 – 0.009% –

Mike Bane Ordinary shares of NPV

53,199 53,199 – 0.011% –

Alexander Denny Ordinary shares of NPV

16,737 16,737 – 0.003% –

1. No par value.

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59 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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.

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 2024 detailed

in the table on the on the next page.

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

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 5.50

pence per share as a final dividend in respect of

the financial period ended 31 December 2024

(2023: 5.64 pence). An interim dividend of 5.50

pence was paid on 3 October 2024 (2023:

5.70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.

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.

Directors’ report

The Directors submit their Annual Report together

with the audited financial statements of the

Companyfor the year ended 31 December 2024.

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60 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Directors’ report continued

Table of shareholders over 5% at 31 December 2024

Voting rights 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% – 5%

Alliance Witan Ordinary shares of NPV

26,185,000 26,185,000 – 5.4% – 5%

Nico Hansen Ordinary shares of NPV

24,563,460 24,563,460 – 5.0% – 5%

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 disposal 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.

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;

• APFS and Apax Partners LLP Services

Agreement for investor relations services;

• MUFG Corporate Markets (formerly Link Asset

Services) as Registrar under the Registration

Agreement;

• Jefferies International as joint corporate broker;

• Investec Bank plc as joint 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 6.6.1R

There are no disclosures required under Listing

Rule section 6.6.1R.

Events after the reporting period

The Audit Committee noted that there were two

post balance sheet events:

• On 20 February 2025, the Company’s RCF was

extended by six months, with a new expiry date

of 3 September 2027.

• On 3 March 2025, the Board of Directors

approved a dividend of 5.50 pence per share in

respect of the financial period ended 31

December 2024.

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 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. A

review took place in the second half of 2024 and

the tender process was carried out in compliance

with the FRC’s guidance with four firms invited to

tender. The tendering process was led by the

Audit Committee and post evaluation, the Audit

Committee recommended the appointment of

KPMG as the external auditor.

AGM

The next AGM will be held on 1 May 2025 at 11.15 am

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

Banques, St Peter Port, Guernsey, Channel Islands

GY1 3PP.

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:

Karl Sternberg | Chairman

3 March 2025

“ The Company’s main

corporate objective is to

provide shareholders with

capital appreciation from

its investment portfolio

andregular dividends.”

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61 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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.67. 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 2027.

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 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

2024, 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 six years.

The Articles require that the Directors put a

discontinuation resolution to the AGM every

three years, and a resolution was put forward at

the 2024 AGM at which 89% of votes cast

supported a continuation of theCompany.

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.79.

Viability statement

The Directors have duly considered the risks facing the company.

“ The Directors are

responsible for preparing

theAnnual Report and

financial statements in

accordance with applicable

law and regulations.”

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62 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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. 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:

• 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; 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:

Karl Sternberg | Chairman

3 March 2025

Stephanie Coxon | Chair of the Audit

Committee

3 March 2025

Statement of Directors’ responsibilities

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63 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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. The Board continues to monitor emerging

risks, with a particular focus on geopolitical

uncertainty and its potential to impact existing

risks within the register.

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 macro-economic 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.

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.

Risk management framework

Identify, evaluate and mitigate

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64 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Risk management framework continued

Principal risks

The Company’s principal risks are split

between three main risk categories

The Board is ultimately accountable for

effective risk management affecting

theCompany.

The Audit Committee has undertaken an

exercise to identify, assess and manage the

risk within the Company. The principal risks

identified 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

SB4

SB2

FR1

FR2

OP2

OP1 SB3

FR3

SB1

Consequence

Low High

Likelihood

Low High

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65 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Risk management framework continued

SB Strategic and business risks

OP Operational risks

FR Financial and portfolio risks

Increase

No change

Decrease

Item Risk Current year assessment and outlook 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 0.8%. As a result of recent weakness

in performance, annualised returns since inception reduced to 9% p.a. This is

below the target of 12-15% p.a. Performance over the last three years has been

significantly impacted by quoted investments in the Private Equity portfolio

following IPOs. These have been significantly reduced by more recent realisations.

Returns are now more dependent on recent vintage funds.

The Board conducted a thorough review of the Company’s capital allocation policy

to determine how best to deliver value toshareholders. The current wide discount

to NAV is an attractive investment opportunity, so the Board allocated €30 million to

a newly established “Distribution Pool”. This pool is specifically designated for share

buybacks. The discount to NAV is anticipated to remain a focus area in 2025. The

Board plans to continue utilising share buybacks.

• 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.

• Share buyback programme is accretive to NAV.

• No future crossover between the Private Equity and Debt Investment portfolio.

SB2 Discount to NAV

Persistent high discount to NAV may create

dissatisfaction amongst shareholders.

The Company’s shares continued to trade at a significant discount to NAV during the

year.

The Board considers that improved future investment performance will be the

most effective remedy for the discount. Apax has sharpened its focus on its three

core sectors Tech, Services and Internet/Consumer and will not be investing in

Healthcare anymore.

Since the start of the year, the Company has returned €69 million to shareholders

through a combination of regular dividends and share buybacks, underscoring its

commitment to enhancing shareholder value and addressing the discount to NAV.

• The Company regularly returns capital to shareholders through its dividend

policy, fixed at 11p per annum. The Board also keeps alternative mechanisms,

such as special dividends, under regular review, considering 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 analyse discount movements and provide insight into shareholder

sentiment.

SB3 Market risk

Increases in borrowing costs negatively

impact NAV.

Interest rates have remained elevated in 2024, despite being slowly reduced by

Central Banks in the second half of the year.

The Board noted that although AGA’s RCF is floating rate, the potential impact is

limited as it is not used for structural leverage and was undrawn at 31 December

2024. 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.20.

While borrowing costs may stay elevated in 2025 and beyond, the Company’s direct

exposure remains limited and any interest rate increase should continue to benefit

the Debt Investments portfolio.

• 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.

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66 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Risk management framework continued

Item Risk Current year assessment and outlook Mitigating measures

Risk

status

SB4 Economic environment

Increasing inflation, geopolitical uncertainty,

the potential impact of real interest rate

movements on equity valuations could lead

to increased NAV volatility.

Geopolitical uncertainty remained heightened causing a volatile macro-economic

environment. While inflation moderated in the second half of the year, it remained

a key concern in many economies. Central banks faced a challenging balancing act,

striving to tame inflation while avoiding a significant economic contraction. Elevated

interest rates increased the cost of borrowing, dampening economic growth.

The Board noted that most of the underlying Private Equity portfolio companies

have to date been largely sheltered from these macro impacts.

• The Board receives quarterly reports from its Investment Manager and the

Investment Advisor on performance and asset allocation.

• The underlying Private Equity portfolio invested in sub-sectors which are less

affected by the impacts of inflation and geopolitical uncertainty.

OP1 Continuity risk

Business continuity, including that provided

by service providers, may be impacted by a

natural disaster, cyberattack, 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 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 macro-environment 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.29 and p.30 for

more details.

The Debt Investments portfolio continued to benefit from higher 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.61.

The Company expects continued volatility in 2025 but remains confident in its

liquidity position, supported by reliable cash flow from Debt Investments and

proactive stress testing and forecasting of the Private Equity portfolio. Realisation

pacing will remain a focus in the current macro-environment.

• Cash flow modelling is prepared and tested under various stress test scenarios.

• The RCF 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.

SB Strategic and business risks

OP Operational risks

FR Financial and portfolio risks

Increase

No change

Decrease

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67 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Risk management framework continued

Item Risk Current year assessment and outlook Mitigating measures

Risk

status

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 appreciation of the US dollar against the Euro led to stronger 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.

Currency volatility is expected to increase in 2025, creating potential NAV

fluctuations. While the Investment Manager’s policy to avoid hedging remains

unchanged, the Board will continue monitoring currency exposure impacts on

reported returns.

• 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

Financial Statements

& Shareholder

Information

Financial statements

Independent auditor’s report 69

Statement of financial position 74

Statement of profit or loss and other

comprehensive income 76

Statement of changes in equity 77

Statement of cash flows 78

Notes to the financial statements 79

Shareholder information

Administration 108

Investment policy 109

AIFMD 110

Quarterly returns since 1Q19 112

Portfolio allocation since 1Q19 114

Summary of fees 115

Ongoing charges in the reported period 116

AGA – Top gross portfolio holdings 117

Operating metrics 119

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68 | Apax Global Alpha | Annual Report and Accounts | 2024

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69 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 2024,

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 2024, 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.

Key audit matters: our assessment of the risks of

material misstatement

Key audit matters are those matters that, in our

professional judgment, 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 2023):

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OVERVIEW

Financial statements \ Independent auditor’s report continued

The risk Our response

Valuation of financial assets and liabilities held at fair

value through profit or loss (“Investments”)

Financial assets – €1,178,571,000

(2023 Financial assets – €1,200,989,000)

(2023 Financial liabilities – (€495,000))

Refer to page 54 of the Audit Committee report, note 3

(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 2024, the Company had invested the equivalent of 96% 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 83% 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 Debt Investments (representing 16.5% of

investments) are valued using third-party 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 Company’s holdings in Derived Equity (representing 0.5% of investments)

are valued using models that utilise comparable multiples applied to budgeted

and historical earnings.

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 the estimates and judgements that may be

involved in the determination of their 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 (the “Statements”) received from the underlying funds’ general partners. For the majority

of Private Equity Investments (representing 98% 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 100% of the Debt Investments, with the support of our KPMG valuation specialist, we determined

independent references prices either by obtaining relevant and reliable external prices where

available, or through the use of a discounted cash flow model, sourcing key assumptions, such as

discount yield from comparable Debt Instruments with relevant and reliable external prices and

agreed the outcome to the prices used in the valuation.

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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71 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 €24,700,000 determined with reference to a

benchmark of net assets of €1,226,688,000 of which it

represents approximately 2% (2023: 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% (2023: 75%) of

materiality for the financial statements as a whole, which

equates to €18,500,000. 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

€1,235,000, 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; and

• the recoverability of financial assets subject to credit

risk.

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 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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72 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 (page 61) 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

(page 61) 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 page 61 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 the Company’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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OVERVIEW

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;

• 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 page

62, 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.

Rachid Frihmat

For and on behalf of KPMG Channel Islands Limited

Chartered Accountants and Recognised Auditors

Guernsey

3 March 2025

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74 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Karl Sternberg | Chairman

3 March 2025

Stephanie Coxon | Chair of the Audit Committee

3 March 2025

Financial statements \ statement of financial position

		31 December 2024	31 December 2023
	Notes	€’000	€’000
Assets
Non-current assets
Financial assets held at fair value through profit or loss (“FVTPL”)	8a	1,178,571	1,200,989
Total non-current assets		1,178,571	1,200,989
Current assets
Cash and cash equivalents		45,534	101,375
Investment receivables		4,906	2,540
Other receivables		2,209	2,217
Total current assets		52,649	106,132
Total assets		1,231,220	1,307,121
Liabilities
Financial liabilities held at FVTPL	8a	-	495
Investment payables		-	10,773
Performance fee accrued	10	2,861	-
Accrued expenses		1,671	1,689
Total current liabilities		4,532	12,957
Total liabilities		4,532	12,957
Capital and retained reserves
Shareholders’ capital	14	873,804	873,804
Treasury share reserve	14	(5,004)	-
Retained reserves		357,888	413,784
Total capital and retained reserves		1,226,688	1,287,588
Share-based performance fee reserve	14	-	6,576
Total equity		1,226,688	1,294,164
Total shareholders’ equity and liabilities		1,231,220	1,307,121

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75 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Alternative Performance Measures

Performance fees accrued from 1 January 2024 will now be settled in cash. This results in a liability being recognised on the statement of financial

position instead of an equity settled reserve. Going forward, Total NAV and Total NAV Return represent the NAV net of the performance fee. For periods

prior to 1 January 2024, AGA uses the Alternative Performance Measures of Adjusted NAV and Total NAV Return. The purpose was to show shareholders

the NAV which was 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 ordinary shares.

Total NAV Return for the year means the return on the movement in the NAV or Adjusted NAV per share at the end of the year together with all the

dividends paid during the year, divided by the NAV or Adjusted NAV per share at the beginning of the year. Adjusted NAV or NAV per share used in

the calculation is rounded to five decimal places. Adjusted NAV is used for periods before 1 January 2024, whilst NAV is used for periods thereafter.

Please refer to the APM glossary for further information.

1. The sterling equivalent has been

calculated based on the GBP/EUR

exchange rate at 31 December 2024

and31 December 2023, respectively.

2. For the year from 1 January 2024 to 31

December 2024, the NAV per share and

Adjusted NAV per share are equivalent as

the performance fee accrues as a liability

instead of a share-based equity reserve.

Foryear ended 31 December 2023, Adjusted

NAV per share represents the Adjusted NAV

divided by the total number of shares.

Financial statements \ statement of financial position continued

Karl Sternberg | Chairman

3 March 2025

Stephanie Coxon | Chair of the Audit Committee

3 March 2025

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

Notes

31 December 2024

€

31 December 2024

£ equivalent

31 December 2023

€

31 December 2023

£ equivalent

Net Asset Value (“NAV”) (‘000)

1,226,688

1,015,035

1,294,164

1,121,924

Performance fee reserve

- - (6,576) (5,701)

NAV / Adjusted NAV (‘000) 1,226,688 1,015,035 1,287,588 1,116,223

NAV per share 2.51 2.08 2.64 2.28

Adjusted NAV per share

2.51 2.08 2.62 2.27

Year ended

31 December 2024

(%)

Year ended

31 December 2023

(%)

Total NAV Return 0.8% 4.1%

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76 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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

1. As at 31 December 2024 the performance fee

is being settled in cash, which results in the

basic and adjusted earnings per share being

calculated based on the profit/(loss) attributable

to ordinary shareholders over the weighted

average number of ordinary shares. As at 31

December 2023, 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, as per note 15.

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

		Year ended	Year ended
		31 December 2024	31 December 2023
	Notes	€’000	€’000
Income
Investment income		26,286	37,545
Net (losses)/gains on financial assets at FVTPL	8b	(6,536)	29,555
Net gains on financial liabilities at FVTPL	8c	-	2,643
Realised foreign currency (losses)/gains		(121)	439
Unrealised foreign currency gains/(losses)		263	(210)
Total income		19,892	69,972
Operating and other expenses
Performance fee	10	(2,861)	(6,576)
Management fee	9	(2,331)	(3,363)
Administration and other operating expenses	6	(3,182)	(3,328)
Total operating expenses		(8,374)	(13,267)
Total income less operating expenses		11,518	56,705
Finance costs	11	(3,958)	(3,054)
Profit before tax		7,560	53,651
Ta x	7	858	(173)
Profit after tax		8,418	53,478
Other comprehensive income		-	-
Total comprehensive income attributable to shareholders		8,418	53,478
Earnings per share (cents)	15
Basic and diluted		1.72	10.89
Adjusted 1		1.72	10.81

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OVERVIEW

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

Financial statements \ statement of changes in equity

			Treasury share		Total capital and	Share-based payment
		Shareholders’ capital	reserve	Retained reserves	retained reserves	performance reserve	Total
For the year ended 31 December 2024	Notes	€’000	€’000	€’000	€’000	€’000	€’000
Balance as at 1 January 2024		873,804	-	413,784	1,287,588	6,576	1,294,164
Total comprehensive income attributable to owners		-	-	8,418	8,418	-	8,418
Share-based payment performance fee reserve movement	10	-	-	-	-	(6,576)	(6,576)
Purchase of shares into treasury	14	-	(5,004)	-	(5,004)	-	(5,004)
Dividend paid	16	-	-	(64,314)	(64,314)	-	(64,314)
Balance as at 31 December 2024		873,804	(5,004)	357,888	1,226,688	-	1,226,688

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

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78 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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

Financial statements \ statement of cash flows

Notes

Year ended

			Year ended
		31 December 2024	31 December 2023
		€’000	€’000
Cash flows from operating activities
Interest received		26,672	37,341
Interest paid		-	(834)
Dividend received		94	250
Operating expenses paid		(5,182)	(9,247)
Tax received / (paid)		858	(6)
Capital calls paid to Private Equity Investments		(154,548)	(89,821)
Capital distributions received from Private Equity Investments		61,759	90,549
Purchase of Debt Investments		(46,188)	(38,367)
Sale of Debt Investments		127,905	100,665
Sale of Derived Equity		12,465	10,663
Net cash generated from operating activities		23,835	101,193
Cash flows from financing activities
Finance costs paid		(3,972)	(2,813)
Dividend paid		(64,556)	(64,761)
Purchase of own shares		(11,411)	-
Revolving Credit Facility drawn	11	-	55,446
Revolving Credit Facility repaid	11	-	(55,446)
Net cash used in financing activities		(79,939)	(67,574)
Cash and cash equivalents at the beginning of the year		101,375	67,966
Net (decrease)/increase in cash and cash equivalents		(56,104)	33,619
Effect of foreign currency fluctuations on cash and cash equivalents		263	(210)
Cash and cash equivalents at the end of the year	12a.iii	45,534	101,375

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INFORMATION

03 GOVERNANCE &

RISK MANAGEMENT

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79 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 2024 to

31 December 2024 and were authorised for issue by the Board of Directors of the Company on

3 March 2025.

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.

Basis of preparation

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

3 March 2025, 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

Directors have also taken into account the potential impacts of inflation, geopolitical uncertainty

and a higher interest rate environment; 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.

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80 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

The Company 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.

The Company acknowledges that IFRS 18 will replace IAS 1 Presentation of Financial

Statements, with an expected effective date of 1 January 2027. The Company is currently

assessing the impact of the new standard and will provide updates in due course.

There have been two new policies added, arising from changes to the

settlement of the Performance fee and share buybacks.

Historically, the Company’s performance fees were equity settled in shares, resulting in

AGA applying the requirements of IFRS 2 “Share-based Payment”. This also resulted in

Alternative Performance Measures such as Adjusted NAV being used in the reporting.

The Board and AGML signed a revised IMA agreement on 4 September 2024, where

performance fees accrued from 1 January 2024 onwards would be paid in cash. There

were no other changes to the performance fee and it remains subject to the same

performance hurdles and fee rates. This amendment results in AGA accounting for the

performance fee as a liability on the Statement of Financial Position: “Performance fee

accrued”. The new accounting policy for this liability is detailed below and overleaf.

During the year, the Company commenced share buybacks and as a result an additional policy

has been added to the Shareholders’ capital and reserves policies, see page 82 for full policy.

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 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 (2022), 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.

Accounting policies

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81 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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.

Performance fee and share-based payments

Performance fee

For fees accrued after 1 January 2024:

The Company recognises a performance fee accrued liability under liabilities on the statement

of financial position. The expected performance fee is 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.

Share-based payments

For fees accrued before 1 January 2024:

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

performance fee. The Company maintained a separate performance fee reserve in

equity, which showed the expected performance fee calculated on a liquidation basis

on eligible assets. This was credited or expensed through the statement of profit or

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

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 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. 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 measured at their nominal amount and, if demoninated

in a currency other than euro, are revalued at the reporting date.

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 that are subject to an insignificant risk of changes

in their fair value and are used by the fund in the management of short-term commitments.

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 €0.1m

(31 December 2023: €0.2m) 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.

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82 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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.

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.

Treasury shares

The Company has the right to issue and purchase up to 14.99% of the issued share capital.

When the Company purchases its own shares into treasury, the consideration paid is deducted

from equity attributable to the Company’s shareholders until the shares are cancelled or

reissued. Further details are given in note 14. Ordinary shares held in Treasury are excluded from

calculations when determining earnings/(loss) per ordinary share or NAV per ordinary share.

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.

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83 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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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84 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Segmental analysis

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. 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.

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.

	Private Equity
	Investments	Debt Investments	Derived Equity	Central functions 1	Total
Statement of profit or loss and other comprehensive income for the year ended 31 December 2024	€’000	€’000	€’000	€’000	€’000
Investment income	-	23,357	94	2,835	26,286
Net gains on financial assets at FVTPL	(4,709)	(3,762)	1,935	-	(6,536)
Net gains on financial liabilities at FVTPL	-	-	-	-	-
Realised foreign exchange gains/(losses)	-	109	-	(230)	(121)
Unrealised foreign currency gains/(losses)	-	-	-	263	263
Total (loss) /income	(4,709)	19,704	2,029	2,868	19,892
Performance fees 2	-	(2,482)	(379)	-	(2,861)
Management fees	(111)	(2,179)	(41)	-	(2,331)
Administration and other operating expenses	-	(118)	(36)	(3,028)	(3,182)
Total operating expenses	(111)	(4,779)	(456)	(3,028)	(8,374)
Total (loss)/income less operating expenses	(4,820)	14,925	1,573	(160)	11,518
Finance costs	-	-	-	(3,958)	(3,958)
(Loss)/profit before taxation	(4,820)	14,925	1,573	(4,118)	7,560
Taxation	-	858	-	-	858
Total comprehensive (loss)/income attributable to shareholders	(4,820)	15,783	1,573	(4,118)	8,418

	Private Equity			Cash and other	Total
	Investments	Debt Investments	Derived Equity	NCAs³	€’000
Statement of financial position at 31 December 2024	€’000	€’000	€’000	€’000
Total assets	978,823	199,278	5,000	48,119	1,231,220
Total liabilities	-	(2,482)	(379)	(1,671)	(4,532)
NAV	978,823	196,796	4,621	46,448	1,226,688 

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85 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Reportable segments continued

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.

	Private Equity
	Investments	Debt Investments	Derived Equity	Central functions 1	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 2	–	(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
Taxation	-	(173)		-	(173)
Total comprehensive income/(loss) attributable to shareholders	20,393	33,774	2,269	(2,958)	53,478

	Private Equity			Cash and other
	Investments	Debt Investments	Derived Equity	NCAs 3	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

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86 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Administration and other operating expenses

Taxation

Included within general expenses was €0.02m of fees relating to the audit of Alpha US

Holdings L.P, see note 8d for further information. Included in legal and other professional

fees for year ended 2023 was €0.5m of legal fees related to the refinancing of the

revolving credit facility during that year, there were no such costs incurred in 2024.

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 £1,600

(31 December 2023: £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 2024, the

Company received a refund of witholding tax, related to tax incurred on debt interest in

the United Kingdom, resulting in a net tax reciept of €0.9m (31 December 2023: €0.2m

payment). No deferred income taxes were recorded as there are no timing differences.

		Year ended	Year ended
		31 December 2024	31 December 2023
	Notes	€’000	€’000
Directors’ fees		418	375
Administration and other fees	9	830	679
Corporate and investor relations services fee	9	461	485
Deal transaction, custody and research costs		154	129
Legal and other professional fees		186	633
General expenses		840	772
Auditors’ remuneration
Statutory audit		212	179
Other assurance services – interim review		63	59
Other assurance services – agreed upon procedures		18	17
Total administration and other operating expenses		3,182	3,328

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87 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Financial instruments held at FVTPL

Investments

1. Included in Debt Investments and

throughout the financial statements is the

fair value of the Debt Investment held by the

subsidiary, see note 8d for further detail.

	Year ended	Year ended
	31 December 2024	31 December 2023
	€’000	€’000
Private Equity Investments	978,823	890,740
Private Equity financial assets	978,823	891,235
Private Equity financial liabilities	-	(495)
Debt Investments 1	194,748	294,213
Derived Equity	5,000	15,541
Closing fair value	1,178,571	1,200,494
Financial assets at FVTPL	1,178,571	1,200,989
Financial liabilities at FVTPL	-	(495)

	Year ended	Year ended
	31 December 2024	31 December 2023
	€’000	€’000
Opening fair value	1,200,494	1,235,137
Calls	154,548	89,699
Distributions	(61,756)	(90,431)
Purchases	35,474	45,154
Sales	(143,653)	(111,263)
Net (losses)/gains on fair value on financial assets	(6,536)	29,555
Net gains on fair value on financial liabilities	-	2,643
Closing fair value	1,178,571	1,200,494
Financial assets held at FVTPL	1,178,571	1,200,989
Financial liabilities held at FVTPL	-	(495)

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88 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Net gains/(losses) on financial liabilities at FVTPL

Net gains/(losses) on financial assets at FVTPL

	Year ended	Year ended
	31 December 2024	31 December 2023
	€’000	€’000
Private Equity financial assets
Gross unrealised gains	47,878	75,229
Gross unrealised losses	(77,945)	(87,465)
Total net unrealised losses on Private Equity financial assets	(30,067)	(12,236)
Gross realised gains	25,356	30,109
Total net realised gains on Private Equity financial assets	25,356	30,109
Total net (losses)/gains on Private Equity financial assets	(4,711)	17,873
Debt Investments
Gross unrealised gains	12,408	15,248
Gross unrealised losses	(5,270)	(7,837)
Total net unrealised gains on Debt Investments	7,138	7,411
Gross realised gains	4,142	4,644
Gross realised losses	(15,042)	(3,023)
Total net realised (losses)/gains on Debt Investments	(10,900)	1,621
Total net (losses)/gains on Debt Investments	(3,762)	9,032
Derived Equity
Gross unrealised gains	4,100	6,055
Gross unrealised losses	(532)	(439)
Total net unrealised gains on Derived Equity	3,568	5,616
Gross realised gains	2	-
Gross realised losses	(1,633)	(2,966)
Total net realised losses on Derived Equity	(1,631)	(2,966)
Total net gains on Derived Equity	1,937	2,650
Total net (losses)/gains on investments at fair value through profit or loss	(6,536)	29,555

	Year ended	Year ended
	31 December 2024	31 December 2023
	€’000	€’000
Private Equity financial liabilities
Gross unrealised gains	-	3,386
Gross unrealised losses	-	(743)
Total net unrealised gains on Private Equity investments	-	2,643 

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89 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 three key

sectors: Tech, Services 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 €836.5m at

year-end (31 December 2023: €919.3m). The fair value of these were €978.8m at 31 December

2024 (31 December 2023: €890.7m), whereas total value of the Private Equity funds was €22.8bn

(31 December 2023: €21.7bn). 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 and voting	Principal place of business and place	FVTPL
Name of subsidary	Formation date	Type of fund	power held	of incorportation	€’000
Alpha US holdings L.P.	21 October 2021	Special purpose entity	100%	United States of America	13,879
Alpha US GP LLC	12 October 2021	Special purpose entity	100%	United States of America	- 

	Year ended	Year ended
	31 December 2024	31 December 2023
	€’000	€’000
Opening fair value	9,888	9,598
Fair value movement on investment subsidiaries	3,991	290
Closing fair value	13,879	9,888
Debt investment held at FVTPL	14,028	9,988
Other net current liabilities	(149)	(100)
Closing fair value	13,879	9,888

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90 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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, 2 March 2020 and 4 September 2024, which sets out

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

Management fees earned by the Investment Manager were €2.3m in the year (31 December 2023:

€3.4m), of which €0.5m was included in accruals at 31 December 2024. 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 2023: €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 €0.6m (31 December 2023: €0.5m) was paid by the Company in respect of

administration fees and expenses, of which €0.4m (31 December 2023: €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 2023: €0.5m) was paid by the Company to APFS.

At 31 December 2024, the Company has an intercompany balance outstanding with the subsidiary

Alpha US Holdings L.P. of €0.2m (31 December 2023: €0.1m). This relates to administration

fees incurred by the subsidiary and paid by the Company. See note 8d for further details.

On 1 May 2024, Stephanie Coxon succeeded Susie Farnon as Chair of the Audit

Committee of the Board of Directors. On 1 July 2024, Tim Breedon retired as Chairman

from the Board, succeeded by Karl Sternberg. On 3 July 2024, Alex Denny was

appointed as a Non-Executive Director to both the Board and Audit Committee.

The table below summarises shares held by the Directors:

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

	31 December	% of total shares	31 December	% of total shares
	2024	in issue	2023	in issue
Karl Sternberg	53,600	0.011%	12,500	0.003%
Susie Farnon	43,600	0.009%	43,600	0.009%
Mike Bane	53,199	0.011%	18,749	0.004%
Stephanie Coxon	10,000	0.002%	10,000	0.002%
Alexander Denny	16,737	0.003%	-	-

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91 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Performance fee

Historically, the Company’s performance fees were setted in shares, resulting in Alternative

Performance Measures such as Adjusted NAV being used in the reporting.

On 4 September 2024, the Board approved an amendment to the settlement of

performance fees, with fees accrued from 1 January 2024 onwards to be paid in cash to

the Investment Manager. This results in a liability being recognised on the statement of

financial position instead of an equity settled reserve. There were no other changes to the

performance fee and it remains subject to the same performance hurdles and fee rates.

For periods before 1 January 2024, the performance fee was payable by way of ordinary

shares of the Company. In accordance with IFRS 2 “Share-based Payment”, performance fee

expenses were 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 2024, 3,623,909 of ordinary shares, equivalent

to €6.6m, were purchased by the Company in the market and then subsequently

transferred to the Investment Manager to settle the performance fee accrued

for the year ended 31 December 2023. See note 14 for further details.

At 31 December 2024, management’s best estimate of the expected performance

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

accrued has been included in liabilities on the statement of financial position.

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.

	31 December 2024	31 December 2023
	€’000	€’000
Opening performance fee accrued	-	- 
Performance fee charged to statement of profit or loss and other comprehensive income	2,861	- 
Performance fee settled	-	- 
Closing performance fee accrued	2,861	-  

	31 December 2024	31 December 2023
	€’000	€’000
Opening performance fee reserve	6,576	- 
Performance fee charged to statement of profit or loss and other comprehensive income	-	6,576
Performance fee settled	(6,576)	- 
Closing performance fee reserve	-	6,576

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.

	Net portfolio Total	Performance
	Return hurdle ¹	fee rate
Debt Investments	6%	15%
Derived Equity	8%	20%
Eligible Private Equity Investments	8%	20%

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92 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Revolving Credit Facility and finance costs

The Company entered into a 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. The facility had 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. For

the year to 31 December 2024 the facility was unutilised.

The facility was extended twice during the year, on 1 March 2024 and 16 August 2024, with no

changes to the terms noted above. Post period end, on 20 February 2025 the facility was extended

by a further six months, with a new expiry date of 3 September 2027, again 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 2024 the facility was undrawn (31 December 2023: €Nil).

	Year ended	Year ended
	31 December 2024	31 December 2023
	€’000	€’000
Interest paid	-	446
Arrangement fee	1,001	75
Non-utilisation fee	2,957	2,533
Total finance costs	3,958	3,054

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93 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

	31 December 2024	31 December 2023
Private Equity Investments	83%	74%
Private Equity financial assets	83%	74%
Private Equity financial liabilities	0%	0%
Debt Investments	17%	25%
Derived Equity	0%	1%
Total	100%	100%

Financial risk management

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 2024, the Company’s custodian for Derived Equity positions and

certain Debt Instruments was ING, with an A- credit rating (31 December 2023: ING and HSBC).

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

focused strategy, with three 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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94 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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.

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:

Debt Investments

12a.i.

1. Not currently rated by S&P.

Credit risk

12a

	31 December 2024		31 December 2023
	€’000	% of NAV	€’000	% of NAV
Debt Investments	194,748	16%	294,213	23%
Cash and cash equivalents	45,534	4%	101,375	8%
Investment receivables	4,906	0%	2,540	0%
Other receivables	2,209	0%	2,217	0%
Total	247,397	20%	400,345	31%

	31 December 2024	% of Debt		31 December 2023	% of Debt
Rating (S&P)	€’000	Investments	% of NAV	€’000	Investments	% of NAV
B	51,435	26%	4%	30,181	10%	3%
B-	31,090	16%	3%	96,080	33%	7%
CCC+	21,628	11%	2%	6,801	2%	1%
CCC	19,098	10%	2%	77,128	26%	6%
CCC-	17,170	9%	1%	-	0%	0%
NR 1	54,327	28%	4%	84,023	29%	6%
Total	194,748	100%	16%	294,213	100%	23%

	31 December 2024	% of Debt		31 December 2023	% of Debt
	€’000	Investments	% of NAV	€’000	Investments	% of NAV
First lien term loan	118,580	61%	10%	177,324	61%	14%
Second lien term loan	46,703	24%	4%	91,852	31%	7%
Convertible debt	14,028	7%	1%	9,988	3%	1%
Senior secured note	10,131	5%	1%	9,952	3%	1%
PIK note and other	5,306	3%	0%	5,097	2%	0%
Total	194,748	100%	16%	294,213	100%	23%

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95 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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, ING and JP Morgan,

Goldman Sachs and Deutsche Bank money market funds.

Cash and cash equivalents

Investment receivables and other receivables

12a.ii.

12a.iii.

	31 December 2024	% of Debt		31 December 2023	% of Debt
	€’000	Investments	% of NAV	€’000	Investments	% of NAV
Tech	150,430	77%	12%	178,163	61%	14%
Services	25,251	13%	2%	35,594	12%	3%
Internet/Consumer	-	0%	0%	11,831	4%	1%
Remaining Healthcare	19,067	10%	2%	68,625	23%	5%
Total	194,748	100%	16%	294,213	100%	23%

	Credit Rating	31 December 2024	31 December 2023
		€’000	€’000
Cash held in banks	A	-	71
Cash held in banks	A-	1,117	154
Cash held in banks	BBB+	26,579	32,595
Cash held in money market funds	AAA	17,838	68,555
Total		45,534	101,375

Debt Investments continued

12a.i.

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96 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

	Up to 3 months	3-12 months	1-5 years	Total
31 December 2024	€’000	€’000	€’000	€’000
Accrued expenses	1,671	-	-	1,671
Performance fee accrued	-	2,861	-	2,861
Private Equity commitments	9,728	194,766	632,039	836,533
Debt Investment commitments	67	7,157	-	7,224
Total	11,466	204,784	632,039	848,289

	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 commitments	27,420	110,130	781,781	919,331
Debt Investment commitments	–	5,656	–	5,656
Total	39,882	115,786	781,781	937,449 

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.

The Derived Equity consists of unlisted equity which 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 2024 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.

Liquidity risk

12b

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97 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

At 31 December 2024, the Company had undrawn commitments and recallable distributions

of €836.5m (31 December 2023: €919.3m). Within 12 months, €204.5m (31 December 2023:

€137.6m) is expected to be drawn mainly due to Apax XI, Apax Digital Fund II and Apax Global

Impact. Additionally, the Company expects draw downs of €7.2m 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.

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

The Company has undrawn commitments and recallable distributions

to its Private Equity Investments, which are as follows:

	31 December 2024	31 December 2023
	€’000	€’000
Apax Europe VI	225	225
Apax Europe VII	1,030	1,030
Apax VIII	14,976	14,475
Apax IX	34,312	29,694
Apax X	81,795	67,993
Apax XI	553,249	642,294
AMI Opportunities	6,690	6,491
AMI Opportunities II	33,510	35,346
Apax Digital Fund	4,391	7,541
Apax Digital Fund II	59,349	69,357
Apax Global Impact	47,006	44,885
Total	836,533	919,331

Liquidity risk continued

12b

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98 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 2024, the main price risks for the Company’s portfolio were

assessed to be market uncertainty due to inflation, high interest rate enviroment 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 2024	€’000	€’000	€’000
Financial assets	1,178,571	1,414,285	942,857
Financial liabilities		-	-
Change in NAV and profit		235,714	(235,714)
Change in NAV (%)		19%	(19%)
Change in total income		1,185%	(1,185%)
Change in profit for the year		2,800%	(2,800%)

	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%)

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99 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

	EUR	USD	GBP	INR	NZD	Total
31 December 2024	€’000	€’000	€’000	€’000	€’000	€’000
Financial assets and liabilities at FVTPL	460,889	717,682	-	-	-	1,178,571
Cash and cash equivalents	32,687	11,616	1,231	-	-	45,534
Investment receivables	3,861	93	-	-	-	3,954
Interest receivable	20	932	-	-	-	952
Other receivables	2,176	-	33	-	-	2,209
Investment payables	-	-	-	-	-	-
Performance fee payable	(2,861)					(2,861)
Accrued expenses	(1,671)	-	-	-	-	(1,671)
Total net foreign currency exposure	495,101	730,323	1,264	-	-	1,226,688

	EUR	USD	GBP	INR	NZD	Total
31 December 2023	€’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

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.

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100 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 2024	€’000	€’000	€’000
USD	730,323	876,388	584,258
GBP	1,264	1,517	1,011
NZD	-	-	-
Change in NAV and profit		146,318	(146,318)
Change in NAV (%)		12%	(12%)
Change in total income		736%	(736%)
Change in profit for the year		1,738%	(1,738%)

	Base case	Bull case (+20%)	Bear case (-20%)
31 December 2023	€’000	€’000	€’000
USD	701,459	841,751	561,167
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%)

Currency risk continued

12c.ii.

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101 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 €240.3m (31 December 2023: €395.6m).

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 2024	€’000	€’000	€’000
Cash and cash equivalents	45,534	47,811	43,257
Debt	194,748	204,485	186,480
Change in NAV and profit		12,014	(10,545)
Change in NAV (%)		1%	(1%)
Change in total income		60%	(53%)
Change in profit for the year		143%	(125%)

	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	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%)

The Investment Manager also reviews the concentration risk of the invested portfolio.

The spread of the portfolio across the three key sectors is set out below:

Concentration risk

12c.iv.

		% of Debt	% of Equity		% of Debt	% of Equity
	% of Private Equity	investments	investments	% of Private Equity	investments	investments
	31 December 2024	31 December 2024	31 December 2024	31 December 2023	31 December 2023	31 December 2023
Tech	44%	77%	0%	35%	61%	0%
Services	32%	13%	0%	31%	12%	67%
Internet/Consumer	19%	0%	25%	22%	4%	11%
Remaining Healthcare	5%	10%	0%	12%	23%	0%
Other	0%	0%	75%	0%	0%	22%
Total	100%	100%	100%	100%	100%	100%

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102 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

	Level 1	Level 2	Level 3	Total
Assets	€’000	€’000	€’000	€’000
Private Equity financial assets	-	-	978,823	978,823
Private Equity financial liabilites	-	-	-	-
Debt Investments	10,131	170,589	14,028	194,748
Derived Equity	-	-	5,000	5,000
Total	10,131	170,589	997,851	1,178,571

The following table analyses within the fair value hierarchy the Company’s

financial assets (by class) measured at fair value at 31 December 2023:

	Level 1	Level 2	Level 3	Total
Assets	€’000	€’000	€’000	€’000
Private Equity financial assets	–	–	891,235	891,235
Private Equity financial liabilites	–	–	(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

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 2024:

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 was one transfer between level 2 and level 3 due to a judgemental credit quality

adjustment being applied to the valuation during the year to 31 December 2024

(31 December 2023: no transfers), this position was subsequently disposed of as

at 31 December 2024. There were no transfers between level 1 and level 2.

Fair value estimation

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103 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 2024 were €26.2m (31 December 2023: €9.2m).

Significant unobservable inputs used in measuring fair value

13b

	Year ended 31 December 2024				Year ended 31 December 2023
	Private Equity	Debt	Equity	Total	Private Equity	Debt	Equity	Total
	€’000	€’000	€’000	€’000	€’000	€’000	€’000	€’000
Opening fair value	890,740	9,988	5,212	905,940	870,958	9,658	5,152	885,768
Additions	154,548	-	-	154,548	89,699	–	–	89,699
Disposals and repayments	(61,756)	(709)	-	(62,465)	(90,431)	–	–	(90,431)
Realised gains/(losses) on financial assets	25,356	(3,173)	-	22,183	30,109	–	–	30,109
Unrealised (losses)/gains on financial assets	(30,065)	4,040	(212)	(26,237)	(12,238)	330	60	(11,848)
Unrealised gains on financial liabilities	–	-	–	–	2,643	–	–	2,643
Transfers into Level 3	–	3,882	–	3,882	–	–	–	–
Closing fair value	978,823	14,028	5,000	997,851	890,740	9,988	5,212	905,940
Financial assets held at FVTPL	978,823	14,028	5,000	997,851	891,235	9,988	5,212	906,435
Financial liabilities held at FVTPL	–	–	–	–	(495)	–	–	(495)

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104 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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

		Significant	Sensitivity to changes in significant	31 December 2024	31 December 2023
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	978,823	891,235
	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 8.0% (31 December 2023: 6.9%).
Private Equity financial liabilities				–	(495)
Debt Investments	The Company holds a	Probability of	On a look-through basis, the Company held one debt	14,028	9,988
	convertible preferred	conversion	position (31 December 2023: one) which assumed that
	instrument, the value		the instrument would convert.
	of which is determined
	by the instrument		If the conversion rate scenarios were blended this would
	converting at the		result in a movement of 0.0% on NAV at year-end (31
	valuation date
			December 2023: 0.0%).
Derived Equity	Comparable company	Comparable	The Company held two equity positions	5,000	5,212
	earnings multiples	company	(31 December 2023: two) which were valued using
	and/or precedent	multiples	comparable company multiples. The average
	transaction analysis		multiple was 9.4x (31 December 2023: 8.5x).
			A movement of 10% in the multiple
			applied would move the NAV at year-end
			by 0.1% (31 December 2023: 0.1%).

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105 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Shareholders’ capital

At 31 December 2024, the Company had 488,177,356 ordinary shares fully

paid with no par value in issue (31 December 2023: 491,100,768 shares). All

ordinary shares rank pari passu with each other, including voting rights.

During the period to 31 December 2024, a total of 6,547,321 ordinary shares were

repurchased in the market, including 3,623,909 of performance shares that were transferred

to AGML to settle the performance fee payable (see note 10). The remaining 2,923,412

ordinary shares were purchased for a total cost of €5.0m (average cost per share of

144p). These shares were held in a treasury share reserve account at the year-end.

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 historically awarded

to the Investment Manager were subject to a one-year lock-up from the date of receipt.

		Year ended	Year ended
		31 December 2024	31 December 2023
Ordinary shares in issue	Notes	no. of shares	no. of shares
Opening balance at beginning of the year/period		491,100,768	491,100,768
Purchase of own shares		(6,547,321)	-
Performance shares		(3,623,909)	-
Treasury shares		(2,923,412)	-
Transfer of shares	10	3,623,909	-
Balance at end of the year/ period		488,177,356	491,100,768
Ordinary shares in issue		491,100,768	491,100,768
Treasury shares		2,923,412	-

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106 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Earnings and NAV per share

At 31 December 2024, there were no items that would cause a dilutive effect on earnings per

share (2023: 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.

1. For periods prior to 1 January 2024, 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. For

periods after 1 January 2024, as performance fees

accrued are to be settled in cash, no adjustments

are required.

2. For periods after 1 January 2024, as performance

fees accrued are to be settled in cash, no

adjustments are required. For periods prior to

1 January 2024, 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 period-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.

	Year ended	Year ended
Earnings	31 December 2024	31 December 2023
Profit or loss for the year attributable to equity shareholders: €’000	8,418	53,478
Total weighted ordinary shares	490,415,480	491,100,768
Dilutive adjustments	-	–
Total diluted weighted ordinary shares	490,415,480	491,100,768
Effect of performance fee adjustment on ordinary shares
Performance shares to be awarded based on liquidation basis¹	-	3,545,262
Adjusted shares 2	490,415,480	494,646,030
Earnings per share (cents)
Basic	1.72	10.89
Diluted	1.72	10.89
Adjusted	n/a	10.81

NAV €’000	31 December 2024	31 December 2023
NAV at end of year/period	1,226,688	1,294,164
NAV per share (€)
NAV per share	2.51	2.64
Adjusted NAV per share	2.51	2.62

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107 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Capital management and dividends

Subsequent events

On 20 February 2025 the revolving credit facility was extended by six months, with a new expiry date

of 3 September 2027.

On 3 March 2025, the Board approved the final dividend for 2024, 5.50

pence per share (6.53 cents euro equivalent) (2023: 5.64 pence per share

(6.59 cents euro equivalent)) and this will be paid on 3 April 2025.

At the end of June 2024, the Board announced a new capital allocation framework.

This included fixing the dividend at 11.0p per annum, paid semi-annually, equivalent to

5.3% of 31 December 2024 NAV, as well as announcing a Distribution Pool of up to 5%

of NAV from excess cash flow from realisations which will be used to buy back shares

if the discount is wider than 23%. During the year, 2,923,412 shares were repurchased

from the market for a total cost of €5.0m, see note 14 for further details.

The ordinary shares are listed on the London Stock Exchange (“ticker: APAX”).

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 reserves.

	Year ended 31 December 2024				Year ended 31 December 2023
Dividends paid to shareholders	€’000	€	£’000	£	€’000	€	£’000	£
Final dividend paid for 2023/2022	32,364	6.59c	27,698	5.64p	32,462	6.61c	28,582	5.82p
Interim dividend paid for 2024/2023	31,950	6.52c	26,952	5.50p	32,804	6.63c	27,993	5.70p
Total	64,314	13.11c	54,650	11.14p	65,266	13.24c	56,575	11.52p

	Year ended 31 December 2024				Year ended 31 December 2023
	€’000	€	£’000	£	€’000	€	£’000	£
Final dividend proposed	32,306	6.63c	26,800	5.50p	32,364	6.59c	27,698	5.64p
Interim dividend paid	31,950	6.52c	26,952	5.50p	32,804	6.63c	27,993	5.70p
Total	64,256	13.15c	53,752	11.00p	65,168	13.22c	55,691	11.34p

On 3 March 2025, the Board approved the final dividend for 2024, 5.50

pence per share (6.63 cents euro equivalent) (2023: 5.64 pence per share

(6.59 cents euro equivalent)) and this will be paid on 3 April 2025.

On 4 September 2024, the Board approved an interim dividend for the

six months ended 30 June 2024, 5.50 pence per share (6.52 cents euro

equivalent) (2023: 5.70 pence per share (6.63 cents euro equivalent)).

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 2024.

04 FINANCIAL STATEMENTS

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108 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Directors (all Non-Executive)

Karl Sternberg (Chairman) (appointed 1 March 2024)

Stephanie Coxon (Chair of the Audit Committee)

Mike Bane

Susie Farnon

Alexander Denny (appointed 3 July 2024)

Tim Breedon CBE (retired 1 July 2024)

Chris Ambler (retired 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

Investec Bank PLC

30 Gresham Street

London EC2V 7QP

Registrar

MUFG Corporate Markets (formerly Link Asset Services)

Mont Crevelt House

Bulwer Avenue

St Sampson

Guernsey GY2 4LH

Channel Islands

Tel: +44 (0) 871 664 0300

shareholderenquiries@cm.mpms.mufg.com

www.sharedeal.cm.mpms.mufg.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: 4 March 2025

Ex-dividend date: 13 March 2025

Record date: 14 March 2025

Payment date: 3 April 2025

Stock symbol

London Stock Exchange: APAX

Shareholder information \ Administration

Enquiries

Any enquiries relating to shareholdings on the share

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:

Investor Relations – AGA

Apax Partners LLP

1 Knightsbridge

London

SW1X 7LX

United Kingdom

Tel: +44 (0) 207 872 6300

investor.relations@apaxglobalalpha.com

04 FINANCIAL STATEMENTS

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109 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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.

04 FINANCIAL STATEMENTS

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110 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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

Alternative Investment Fund Managers Directive (“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

areNon-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

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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111 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Quantitative disclosures

The table below shows the breakdown of remuneration for the fiscal

year ended 31 December 2024, for the Directors:

Total The total amount of fixed remuneration for the

reporting period paid by the AIFM to its Directors

£265,000

Performance

The total number of performance shares awarded

free from consideration during the year

20,736

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.

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112 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 or 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. Adjusted NAV is used for

periods before 1 January 2024, whilst

NAV is used for periods thereafter.

2. Includes management fees and

other general costs. It also includes

FX on the euro returns table only.

Quarterly returns since 1Q19

Total Return

(Euro) Return attribution

Private Equity

Investments

Debt

Investments

Derived

Equity

Private Equity

Investments

Debt

Investments

Derived

Equity

Performance

fee Share buybacks Other

Total NAV

Return¹

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%

1Q24 (1.7%) 3.5% 13.6% (1.2%) 0.9% 0.2% (0.2%) - (0.2%) (0.5%)

2Q24 (0.8%) (1.6%) (5.2%) (0.6%) (0.4%) (0.1%) 0.2% 0.0% (0.1%) (1.0%)

3Q24 0.3% (2.2%) 5.4% 0.2% (0.4%) 0.0% 0.0% 0.1% (0.1%) (0.2%)

4Q24 1.6% 8.9% (5.4%) 1.3% 1.6% 0.0% (0.2%) 0.1% (0.2%) 2.6%

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%

2024 (0.5%) 7.5% 26.9% (0.4%) 1.5% 0.1% (0.2%) 0.2% (0.4%) 0.8%

04 FINANCIAL STATEMENTS

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113 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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 or 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. Adjusted NAV is used for periods before 1 January 2024, whilst NAV is used for periods thereafter.

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.

Quarterly returns since 1Q19 continued

Total Return

(constant currency) Return attribution

Private Equity

Investments

Debt

Investments

Derived

Equity

Private Equity

Investments

Debt

Investments

Derived

Equity

Performance

fee Other

Share buybacks FX

Total NAV

Return¹

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%

1Q24 (3.2%) 1.8% 11.8% (2.3%) 0.5% 0.2% (0.2%) (0.1%) - 1.4% (0.5%)

2Q24 (1.3%) (2.2%) (5.1%) (1.0%) (0.6%) (0.0%) 0.2% (0.1%) 0.0% 0.5% (1.0%)

3Q24 2.2% 0.3% 9.3% 1.6% 0.1% 0.0% 0.0% (0.1%) 0.1% (1.9%) (0.2%)

4Q24 (2.8%) 3.5% (13.1%) (2.2%) 0.7% 0.0% (0.2%) (0.2%) 0.1% 4.4% 2.6%

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%

2024 (4.6%) 2.9% 19.2% (3.3%) 0.7% 0.0% (0.2%) (0.4%) 0.2% 3.8% 0.8%

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GLOSSARY

114 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

1. For annual periods the average weighting over four

quarters used.

For periods before 1 January 2024, Adjusted

NAV represents the total NAV less share-

based payment performance fee reserve.

For periods from 1 January 2024, total NAV

and Adjusted NAV are equivalent as the

performance fee accrues as a liability instead

of a share-based equity reserve.

Portfolio allocation since 1Q19

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

NAV²

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

1Q24 72% 21% 1% 6% 898.3 263.1 18.1 71.7 1,251.2 1,249.2

2Q24 73% 18% 0% 9% 901.1 224.5 4.7 106.5 1,236.8 1,236.8

3Q24 77% 16% 0% 7% 922.6 189.0 4.9 82.9 1,199.4 1,199.4

4Q24 80% 16% 0% 4% 978.8 194.7 5.0 48.2 1,226.7 1,226.7

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

2024 75% 18% 1% 6% 925.2 217.9 8.2 77.4 1,228.6 1,228.1

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GLOSSARY

115 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Summary of fees

How fees are charged

1. Excludes Eligible Private Equity which represents c.2% of overall Private Equity portfolio.

2. Look-through management fees % calculates based on current management fee rate charged over AGA’s commitment.

3. Includes Derived Equity (<1%).

Fees paid by AGA

No layering of fees

No fees on cash

Private Equity

portfolio

companies

Fees paid by Apax Funds

- AGA benefits from

discounts that other

similar sized LPs pay

- Management fees

- Carried interest if

hurdle met

AGA invests as a

Limited Partner

into Apax Funds

Fees paid by AGA

- Management fees

- performance fee if

hurdle met

Portfolio

of Debt

Instruments

Private Equity (78%

of 31 December 2024 NAV)

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. Management fees of currently c.1.3%

of commitments.

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.

Debt portfolio³ (16% of 31 December 2024 NAV)

At an AGA level, management fees and performance fees are only charged on the Debt portfolio, Derived

Equity, and Eligible Private Equity. Eligible Private Equity interests only represents c.2% of the overall

Private Equity portfolio and mainly relates to historic AEVI and AEVII commitments that AGA acquired on the

secondary market.The below table summarises the fees paid at an AGA level:

The performance fees are calculated based on the overall gains or losses net of management fees and Direct

Deal costs each financial year, and paid annually based on the respective fee and hurdle rates detailed above.

For each of the respective portfolios, the fees are calculated then combined to determine the total

performance fee payable. The performance fee is capped to ensure the net remains at or above the

respective portfolio hurdle rate. Any losses are carried over indefinitely until fully repaid.

Management fee Performance fee

Net portfolio Total Return hurdle Fee rate

Debt Investments 1.0% 6% 15%

Derived Equity and Eligible Private Equity 0.5% 8% 20%

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GLOSSARY

116 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

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.

1. Represents management

fees of the Apax Funds.

2. Represents the average of five

quarter-end reported NAVs from 31

December 2023 to 31 December 2024.

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 2,861 2,861 -

Management fee 2,331 - 2,331

Admin and other expenses 3,180 181 2,999

Other admin and operating expenses 2,840 - 2,840

Deal transaction, custody and research costs 154 154 -

Legal and other professional fees 186 27 159

Total 8,372 3,042 5,330

Finance costs 3,958 3,958 -

Total costs 12,330 7,000 5,330

Look-through management fees¹ 18,880

Total ongoing charges 24,210

Average NAV² 1,242,971

% of Average NAV 1.9%

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GLOSSARY

117 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

AGA – Top gross portfolio holdings

(December 2023 restated¹)

Portfolio company Sector Geography Valuation €m % of Total

AssuredPartners Services North America 58.7 5%

TOI TOI & DIXI Services Europe 45.0 3%

PIB Group* Services Europe 44.8 3%

Trade Me* Internet/Consumer Rest of World 37.9 3%

Paycor Tech North America 37.4 3%

IBS Software Tech Rest of World 35.2 3%

Candela Healthcare North America 34.1 3%

Bonterra Tech North America 33.4 3%

Cole Haan Internet/Consumer North America 31.9 2%

SavATree Services North America 31.9 2%

Infogain* Tech North America 31.0 2%

Rodenstock Healthcare Europe 30.6 2%

Safetykleen Europe Services Europe 30.6 2%

Authority Brands Services North America 30.4 2%

Oncourse Home Solutions Services North America 29.4 2%

Odido Tech Europe 28.3 2%

Thoughtworks Tech North America 27.9 2%

Lutech Tech Europe 27.1 2%

Vyaire* Healthcare North America 27.0 2%

Cadence Education Internet/Consumer North America 25.7 2%

Bazooka Candy Brands Internet/Consumer North America 25.5 2%

EcoOnline Tech Europe 24.3 2%

Coalfire Tech North America 21.8 2%

Nulo Internet/Consumer North America 21.6 2%

Lexitas Services North America 20.6 2%

Alcumus Services Europe 19.7 2%

Palex Services Europe 19.5 2%

Eating Recovery Center Healthcare North America 19.4 2%

Ole Smoky Distillery Internet/Consumer North America 18.0 1%

Baltic Classifieds Group Internet/Consumer Europe 17.9 1%

Total Top 30 Gross Values 886.6 68%

Other investments 364.3 28%

Holdco facilities (108.1) (8%)

Carried interest (143.3) (11%)

Capital call facilities and other (108.8) (8%)

Total Private Equity 890.7 69%

1. Represents the restated Private Equity portfolio

investments stated on a gross basis, without

accounting for the impact of the Holdco facility.

*Denotes overlap with Debt portfolio.

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118 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

AGA – Top gross portfolio holdings continued

(March 2024 restated¹)

Portfolio company Sector Geography Valuation €m % of Total

AssuredPartners Services North America 56.7 5%

PIB Group* Services United Kingdom 49.3 4%

TOI TOI & DIXI Services Europe 40.7 3%

Trade Me* Internet/Consumer Rest of World 38.8 3%

Bonterra Tech North America 37.7 3%

Candela Healthcare North America 36.9 3%

SavATree Services North America 35.5 3%

IBS Software Tech Rest of World 34.2 3%

Safetykleen Europe Services United Kingdom 33.5 3%

Paycor* Tech North America 31.7 3%

Odido Tech Europe 31.2 3%

Authority Brands Services North America 30.7 3%

Lutech Tech Europe 30.6 3%

Cole Haan Internet/Consumer North America 30.5 2%

Rodenstock Healthcare Europe 29.1 2%

Cadence Education Internet/Consumer North America 28.3 2%

Bazooka Candy Brands Internet/Consumer North America 28.2 2%

Oncourse Home Solutions Services North America 28.2 2%

Infogain Tech North America 26.9 2%

EcoOnline Tech Europe 26.0 2%

Coalfire Tech North America 23.2 2%

Nulo Internet/Consumer North America 22.7 2%

Lexitas Services North America 20.8 2%

WGSN Internet/Consumer United Kingdom 20.4 2%

Alcumus Services United Kingdom 20.1 2%

ECI Tech North America 19.0 2%

Palex Services Europe 18.5 1%

Healthium Healthcare India 18.4 1%

Ole Smoky Distillery Internet/Consumer North America 18.1 1%

Idealista Internet/Consumer Europe 17.7 1%

Total Top 30 Gross Values 883.6 72%

Other investments 369.9 29%

Holdco facilities (114.4) (9%)

Carried interest (129.7) (11%)

Capital call facilities and other (111.1) (9%)

Total Private Equity 898.3 72%

1. Represents the restated Private Equity portfolio

investments stated on a gross basis, without

accounting for the impact of the Holdco facility.

* Denotes overlap with Debt portfolio.

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GLOSSARY

119 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Operating metrics

(reweighted¹)

1. Private Equity portfolio operating metrics

reweighted based on investments stated

on a gross basis, without accounting for

the impact of the Holdco facility.

2. 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; companies where EBITDA is not meaningful

for company specific reasons. Due to these

adjustments, the comparatives may not be on a

like for like basis. LTM EBITDA Growth and LTM

Revenue Growth represents 89% of Private

Equity portfolio NAV, net debt/EBITDA Multiple

and Enterprise Value/EBITDA Valuation Multiple

represents 80% of Private Equity portfolio NAV.

3. References to NAV prior to 1 January 2024

means Adjusted NAV, which reflects NAV

adjusted by the performance fee reserve.

For periods after 1 January 2024, the

performance fee is paid in cash, therefore the

liability accrued is already included in NAV.

Portfolio

year-over-year

LT M EBITDA

growth

Portfolio

year-over-year

LT M revenue

growth

Enterprise

valueMar/EBITDA

valuation multiple

Net debt/EBITDA

multiple

Jun-24 18.2% 9.2% 17.1x 4.4x

Jun-24

reweighted 15.6% 8.7% 17.1x 4.3x

Mar-24 18.0% 10.7% 16.8x 4.4x

Mar-24

reweighted 16.8% 10.5% 16.9x 4.4x

Dec-23 18.0% 12.1% 16.6x 4.6x

Dec-23

reweighted 16.5% 11.5% 16.6x 4.4x

Jun-23 14.1% 16.0% 16.3x 4.4x

Jun-23

reweighted 13.7% 15.5% 16.6x 4.2x

Listed equities look-through % of invested portfolio (reweighted¹).

Dec-24 Sep-24 Jun-24 Mar-24 Dec-23

% of invested portfolio

Listed PE % – – 2% 3% 5%

Listed PE % reweighted 2% 4% 6% 6% 8%

% of NAV

Listed PE % – – 2% 4% 6%

Listed PE % reweighted 2% 4% 7% 7% 10%

Listed equities look-through (reweighted

)

Glossary

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GLOSSARYOVERVIEW

120 | Apax Global Alpha | Annual Report and Accounts | 2024

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GLOSSARY

121 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

AGA uses a number of APMs that are not specifically

defined under IFRS, providing investors with

additional metrics to see the Company’s

performance. These APMs may not be directly

comparable to those used by other companies.

For periods prior to 1 January 2024, AGA uses

Adjusted NAV and Total NAV Return. The purpose

was to show shareholders the NAV which was due

to them, net of the performance fee reserve.

Performance fees accrued from 1 January 2024 will

now be settled in cash. This results in a liability

being recognised on the statement of financial

position instead of an equity settled reserve. Going

forward, Total NAV and Total NAV Return represent

the NAV net of the performance fee which

reconcile to the IFRS statement numbers and

returns and are therefore not included in APMs.

A summary of the APMs and their calculation

methods is outlined below:

Adjusted NAV calculated by adjusting the NAV at

reporting periods prior to 1 January 2024, by the

estimated performance fee reserves.

Adjusted NAV per share calculated by dividing the

Adjusted NAV by the number of shares in issue.

This should be used instead of NAV per share for

reporting periods prior to 1 January 2024.

Cumulative Return calculated on the movement

in NAV or Adjusted NAV taking into account

any dividends paid during the respective period.

Annualised Cumulative Return calculated based

on the internal rate of return (“IRR”) using the

opening NAV or Adjusted NAV, dividend paid and

closing NAV or Adjusted NAV for the period stated.

Adjusted NAV is used for periods before 1 January

2024, whilst NAV is used for periods thereafter.

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.

Gross MOIC calculated based on the expected

aggregate cash flows to AGA in EUR since

inception. Foreign currency cash flows have been

converted at the exchange rates applicable at the

date of receipt or payment.

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.

Total NAV Return for the year means the return

on the movement in the NAV or Adjusted NAV per

share at the end of the year together with all the

dividends paid during the year, divided by the NAV

or Adjusted NAV per share at the beginning of the

year. Adjusted NAV or NAV per share used in the

calculation is rounded to five decimal places.

Adjusted NAV per share is used for periods before

1 January 2024, whilst NAV per share is used for

periods thereafter.

Alternative Performance Metrics (“APM”) Glossary

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 NAV or

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.

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GLOSSARY

122 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Glossary

EBITDA means earnings before interest,

tax, depreciation and amortisation.

Eligible Portfolio means the Debt

Investments, Derived Equity and Eligible

Private Equity Investments portfolios.

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 means 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.

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 prior to 1 January 2024,

by the estimated performance fee reserves.

Adjusted NAV per share calculated by dividing the

Adjusted NAV by the number of shares in issue.

This should be used instead of NAV per share

for reporting periods prior to 1 January 2024.

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 means 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 NAV or Adjusted NAV taking into account

any dividends paid during the respective period.

Annualised Cumulative Return calculated based

on the internal rate of return (“IRR”) using the

opening NAV or Adjusted NAV, dividend paid and

closing NAV or Adjusted NAV for the period stated.

Adjusted NAV is used for periods before 1 January

2024, whilst NAV is used for periods thereafter.

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.

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123 | Apax Global Alpha | Annual Report and Accounts | 2024

OVERVIEW

Glossary continued

used for periods before 1 January 2024, whilst

NAV per share is used for periods thereafter.

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 NAV or

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. Adjusted

NAV is used for periods before 1 January 2024,

whilst NAV is used for periods thereafter.

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).

IFRS means International Financial

Reporting Standards.

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.

LCA means Life Cycle Assessment.

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 means Multiple on Invested Capital.

Gross MOICs are calculated based on the

expected aggregate cash flows to AGA in EUR

since inception. Foreign currency cash flows

have been converted at the exchange rates

applicable at the date of receipt or payment.

NAV per share calculated by dividing the

NAV by the number of shares in issue.

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 2024 to 31 December 2024.

Total NAV Return for a year/period means the

return on the movement in the NAV or Adjusted

NAV per share at the end of the period together

with all the dividends paid during the period,

divided by the NAV or Adjusted NAV per share at

the beginning of the period/year. Adjusted NAV or

NAV per share used in the calculation is rounded

to five decimal points. Adjusted NAV per share is

If you would like to learn more about AGA or would like

to contact a member of the Investor Relations Team.

Tel: +44 207 666 6526

Email: investor.relations@apaxglobalalpha.com