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REG - APQ Global Limited - Interim Results

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RNS Number : 0990O  APQ Global Limited  29 November 2024

APQ Global Limited

 

("APQ Global" or the "Company")

 

Interim results for the period from 1 January 2024 to 30 June 2024

 

HIGHLIGHTS

For the six months ended 30 June 2024

 

Financial highlights

 

Book Value at 30 June 2024 was $19.53m (24.87 cents). The term "book value"
herein includes the assets of APQ Global Limited and its subsidiaries net of
any liabilities. The results include the net assets of the Company and its
subsidiaries, presented in US dollars. The decrease in the book value was
driven by the decrease in APQ Cayman fair value net of distributions received
from APQ Cayman of $1m as well as professional expenses of $0.8m and corporate
travel and business development costs of $0.9m.

 

Dividends paid are considered a Key Performance Indicator (KPI) of the
business. No dividends were paid in the 6 months period ended 30 June 2024 (6
months ended 30 June 2023: none).

 

Trading update

 

APQ Global, via its subsidiaries Delphos MMJ 1, LLC and Delphos MMJ 2, LLC
made further capital contributions to Delphos MMJ LLP totalling $500,000
during the period ended 30 June 2024 (six months ended 30 June 2023:
$500,000).

 

At the end of September, the Company obtained CULS holder consent for a
maturity extension of the CULS until 31 March 2025 in exchange for a step up
in coupon to 6 percent per annum and a principal repayment of £3.5 million
reducing the outstanding principal to £26.1 million. At the end of October,
the Group held approximately US$4.3mln in cash. Delphos continues to progress
the pipeline of contracts previously advised, and as previously noted, it is
important to note that the exact timing of the receipt of fees and commissions
remains unpredictable and so considerable uncertainty on the month-to-month
realisation of the cashflows (set out further below) persists.

 

The Company, via its subsidiary Delphos is currently executing 46 capital
raising mandates (versus 40 at the end of August) in addition to various
transaction advisory mandates.

 

Number of mandates per region and sector:

 

Africa:
 
12

Latin America and Caribbean:              13

Asia:
     13

Europe and the Middle East:                 8

Agriculture:
 2

Funds and Financial Services:               12

Energy and Natural Resources:             10

Infrastructure and Mining:                     10

Health care, Services and Telecom:        12

 

 

The table above highlights the diversified nature of the pipeline with respect
to geography and sectors.

 

In terms of the expected revenue, the table below shows the realised cashflows
for the period September to November and management's revised estimates based
on the status of the deals in execution, compared with the estimates disclosed
on 6 September 2024:

 

                              Realised Inflows (Sep-Nov) and Revised Estimate (Dec-Mar)                             Previous Estimate (6-Sep-24)
 September 2024
                              563,142                                                                               500,000
 October 2024                                                                                                                                          4,330,000
                              337,230
 November 2024                                                                                                                                         8,100,000
                              423,002
 December 2024                                                                                                                                         1,450,000
                              3,900,000
 January 2025                                                                                                                                          7,085,000
                              16,200,000
 February 2025                                                                                                                                         8,312,500
                              16,500,000
 March 2025                                                                                                                                            9,865,500
                              4,300,000
 April 2025 - September 2026  73,840,000                                                                            73,840,000
 Total                                                                                                                                               113,483,000
                              116,063,374

 

The recent shortfall in cash receipts was driven by three factors, all of
which the Company believes to be of a temporary nature. Firstly, personnel
changes at some key funding sources have elongated the execution process for
certain deals. Secondly, the pronouncements by President-Elect Trump with
respect to reclassifying career government officials as political appointees
has temporarily caused confusion in Washington, DC and slowed down the
execution of certain deals. Finally, the recent strength of the USD and the
volatility of interest rates has affected borrowing appetite.

 

 

The Company is executing on its strategy to generate sufficient cash to repay
the remaining outstanding CULS principal through a combination of realizing
success fees from its existing pipeline and exploring various refinancing
options. Both avenues, while inherently uncertain, appear in the Board's
opinion to hold sufficient promises to achieve the full repayment objective.

 

The election outcome in the US is affecting the global economic outlook and
the threat of the imposition of tariffs may have a disruptive impact. The
immediate impact has however been positive as it has reduced the USD value of
our GBP liability by nearly 5.4 percent as of 20 November 2024.

 

Financial position

 The Company's financial position at 30 June 2024 is summarised as:    30 June 2024

                                                                       $

 Investments                                                           38,395,551
 Fixed assets                                                          86,245
 Cash at banks/brokers                                                 10,263,796
 Short term receivables                                                6,773,838
 Private loans                                                         860,000
 Other assets                                                          894,193
 Total assets                                                          57,273,623

 CULS liability                                                        37,025,835
 Other liabilities                                                     712,967
 Total liabilities                                                     37,738,802

 Total equity                                                          19,534,821

HIGHLIGHTS

For the six months ended 30 June 2024

 

Financial position (continued)

 

The group investments are made up of:

                                                         30 June 2024

                                                         $

 ARGTES 15 1/2 10/17/26 Corp                             371,411
 FX Hedges                                               (348,750)
 Palladium Trust Services (Private Company)              23,213
 New Markets Media & Intelligence (Private Company)      472,951
 Parish Group (Private Company)                          4,760,103
 Delphos International Ltd (Private Company)             27,041,000
 Delphos Canada Limited (Private Company)                1,482,928
 Promethean Trustees (Private Company)                   23,472
 Promethean Advisory (Private Company)                   387,732
 Delphos MMJ (Private Company)                           1,500,100
 Delphos Services Limited (Private Company)              2,159,018
 Delphos Milan S.r.l (Private Company)                   307,071
 Delphos Design Doo (Private Company)                    215,302

 Total equity                                            38,395,551

 

Notes:

1.     The figures in the table above are estimates only and are based on
unaudited estimated valuations in accordance with the Company's valuation
policy. Such estimates may differ materially from any actual results.

2.     Publicly traded securities are valued using close prices on the
relevant exchange as at 30 June 2024 (source: Bloomberg).

3.     Direct investments valuation provided by an independent third party
as at 31 December 2023.

4.     All non-USD balances converted to USD using the WM/Refinitiv FX
benchmark rates with 4.00 p.m. fixing on 30 June 2024 (source: Bloomberg).

 

 

For further enquiries, please contact:

 

 APQ Global Limited                                     020 3478 9708
 Bart Turtelboom

 Singer Capital Markets - Nominated Adviser and Broker  020 7496 3000
 James Maxwell / Sam Greatrex

 Suntera - TISE sponsor                                 01481 737 277
 Claire Torode

 Investor Relations

 IR@APQGlobal.com

 

Notes to Editors

 

APQ Global Limited

 

APQ Global (ticker: APQ LN) is an investment company incorporated in Guernsey.
The Company focuses its investment activities globally (in Asia, Latin
America, Eastern Europe, the Middle East, Africa and the Channel Islands,
particularly). The objective of the Company is to steadily grow its earnings
to seek to deliver attractive returns and capital growth through a combination
of building growing businesses as well as earning revenue from income
generating operating activities in capital markets. APQ Global run a
well-diversified and liquid portfolio, take strategic stakes in selected
businesses and plan to take operational control of companies through the
acquisition of minority and majority stakes in companies with a focus on
emerging markets. For more information, please visit apqglobal.com
(http://www.apqglobal.com/) .

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

For the six months ended 30 June 2024

 

 

                                                                                 For the six months ended      For the six months ended

                                                                                 30 June 2024                  30 June 2023

                                                                          Note
                                                                                 $                             $

 Turnover                                                                 4      4,215,860                     6,375,876

 Net loss on financial assets at fair value through profit and loss       13     (5,127,690)                   (2,822,709)

 Administrative expenses                                                  5      (2,148,930)                   (4,242,288)

 Operating loss for the period before tax                                        (3,060,760)                   (689,121)

 Interest receivable                                                      8      230,421                       73,612

 Finance costs                                                            9      (1,283,840)                   (1,191,861)

 Net gain on financial liabilities at fair value through profit and loss  16     -                             254,324

 Loss on ordinary activities before taxation                                     (4,114,179)                   (1,553,046)

 Tax on loss on ordinary activities                                              -                             -

 Loss on ordinary activities before taxation                                     (4,114,179)                   (1,553,046)

 Other comprehensive income                                                      -                             -

 Total comprehensive loss for the period                                         (4,114,179)                   (1,553,046)

 Basic and diluted earnings per share                                     10     (0.0524)                      (0.01978)

 

 

 

 

 

 

 

 

 

 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)----

As at 30 June 2024

                                                                  30 June           31 December 2023

                                                                  2024
                                                            Note  $                 $
 Assets
 Non-current assets
 Property, plant and equipment                              12    20,327            26,421
 Right of use assets                                        18    65,918            115,357
 Investments                                                13    47,910,966        52,538,656
 Total non-current assets                                         47,997,211        52,680,434

 Current assets
 Trade and other receivables                                14    8,688,906         7,970,810
 Cash and cash equivalents                                        587,506           705,606
 Total current assets                                             9,276,412         8,676,416

 Total assets                                                     57,273,623        61,356,850

 Current liabilities
 Trade and other payables                                   15    (712,967)         (980,222)
 3.5% Convertible Unsecured Loan Stock                      16    (37,025,835)      (36,710,043)
 Total current liabilities                                        (37,738,802)      (37,690,265)

 Long term liabilities
 Lease liabilities                                          18    -                 (17,585)
 Total long-term liabilities                                      -                 (17,585)

 Net assets                                                       19,534,821        23,649,000

 Equity
 Share capital                                              17    100,141,648       100,141,648
 Equity component of 3.5% Convertible Unsecured Loan Stock  16    6,823,671         6,823,671
 Retained earnings                                                (82,502,985)      (78,388,806)
 Exchange reserve                                                 (4,927,513)       (4,927,513)

 Total equity                                                     19,534,821        23,649,000

 Net asset value per ordinary share (cents)                       24.87             30.10

 

 

The Financial Statements were approved by the Board of Directors of APQ Global
Limited on 20 November 2024 and signed on 28 November 2024 on its behalf by:

 

 

 

 

 ___________________
 ___________________

Bart Turtelboom
                                 Philip
Soulsby

Chief Executive Officer
Director

 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

For the six months ended 30 June 2023

 

                                                                      Share capital                          Other              Retained earnings  Exchange reserve  Total

                                                                      $              CULS equity component   capital reserves   $                  $                 $

                                                                                     $                       $
 At 1 January 2023                                                    100,141,648    6,919,355               37,417             (94,935,385)       (4,927,513)       7,235,522

 Comprehensive income

 for the period
 Loss for the period                                                  -              -                       -                  (1,553,046)        -                 (1,553,046)

 Total comprehensive                                                  -                                      -                  (1,553,046)        -                 (1,553,046)

 income for the period                                                               -

 Contributions by and distributions to owners
 Share based payments settled in cash                                 -              -                       (3,368)            -                  -                 (3,368)
 Reversal of share-based payment expense recognised in prior periods  -              -                       (34,049)           -                  -                 (34,049)
 Settlement of CULS                                                   -              (87,008)                -                  -                  -                 (87,008)

 As at 30 June 2023                                                   100,141,648    6,832,347               -                  (96,488,431)       (4,927,513)       5,558,051

 

 

 

 

 

 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) (continued)

For the six months ended 30 June 2024

                         Share capital                                             Retained earnings  Exchange reserve  Total

                         $              CULS equity component   Other              $                  $                 $

                                        $                       capital reserves

                                                                $
 At 1 January 2024       100,141,648    6,823,671               -                  (78,388,806)       (4,927,513)       23,649,000

 Comprehensive income

 for the period
 Loss for the period     -              -                       -                  (4,114,179)        -                 (4,114,179)

 Total comprehensive     -                                      -                  (4,114,179)        -                 (4,114,179)

 income for the period                  -

 As at 30 June 2024      100,141,648    6,823,671               -                  (82,502,985)       (4,927,513)       19,534,821

 

 

 

 

 

 

 

 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)

For the six months ended 30 June 2024

                                                                                For the six months ended      For the six months ended

                                                                                30 June 2024                  30 June 2023
 Cash flow from operating activities                                      Note  $                             $

 Cash generated from operations
 Loss for the financial period                                                  (4,114,179)                   (1,553,046)
 Adjustments for non-cash income and expenses
 Equity settled share-based payments                                      19    -                             (34,049)
 Depreciation tangible fixed assets                                       12    9,631                         8,794
 Depreciation right of use assets                                               49,439                        41,436
 Net loss on financial assets at fair value through profit and loss       13    5,127,690                     2,822,709
 Net gain on financial liabilities at fair value through profit and loss  16    -                             (254,324)
 Exchange rate fluctuations                                                     (304,220)                     1,904,726
 Changes in operating assets and liabilities
 (Increase)/decrease in trade and other receivables                       14    (246,361)                     19,947
 Decrease in trade and other payables                                     15    (235,170)                     (77,585)
 Decrease in receivables from group undertakings                          14    (471,735)                     (2,697,742)
 (Decrease)/increase in payables from group undertakings                  15    (2,527)                       2,595
 Cash (utilised by)/generated from operations                                   (187,432)                     183,461

 Interest receivable                                                      8     (230,421)                     (73,612)
 Finance costs                                                            9     1,283,840                     1,191,861

 Net cash inflow from operating activities                                      865,987                       1,301,710

 Cash flow from investing activities
 Payments to acquire investments                                          13    (500,000)                     (500,000)
 Payments to acquire property, plant and equipment                        12    (3,537)                       (5,767)
 Interest received                                                        8     230,421                       73,612

 Net cash outflow from investing activities                                     (273,116)                     (432,155)

 Cash flow from financing activities
 Interest on CULS                                                         16    (654,947)                     (643,080)
 Settlement of CULS as a discount                                         16    -                             (249,380)
 Cash settled share-based payments                                              -                             (3,368)
 Payments for lease rental                                                18    (50,128)                      (44,112)

 Net cash outflow from financing activities                                     (705,075)                     (939,940)

 Net decrease in cash and cash equivalents                                      (112,204)                     (70,385)

 Cash and cash equivalents at beginning of period                               705,606                       586,040

 Exchange rate fluctuations on cash and cash equivalents                        (5,896)                       36,774

 Cash and cash equivalents at end of period                                     587,506                       552,429

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) (CONTINUED)

For the six months ended 30 June 2024

 

                                                             At 1 January 2024      Movements arising from cash flows      Non- cash movements      At 30 June 2024
                                                             $                      $                                      $                        $
 Reconciliation of net debt

 Cash and cash equivalents:
 Cash at bank                                                705,606                (112,204)                              (5,896)                  587,506

 Debt:
 Convertible Unsecured Loan Stock                            (36,710,043)           654,947                                (970,739)                (37,025,835)
 Lease liabilities                                           (115,357)              50,128                                 (2,985)                  (68,214)
                                                             (36,825,400)           705,075                                (973,724)                (37,094,049)

 Net debt                                                    (36,119,794)           592,871                                (979,620)                (36,506,543)

                                                                                    Movements arising from cash flows      Non- cash movements      Total
                                                                                    $                                      $                        $
 Movements on debt balances comprise:
 Cash flows used in principal payments of lease liabilities                         50,128                                 -                        50,128
 Amortisation of discount on lease liabilities                                      -                                      (3,953)                  (3,953)
 Exchange differences on lease liability                                            -                                      968                      968

 Cash flows used in servicing interest payments of CULS                             654,947                                -                        654,947
 Amortisation of discount on CULS issue                                             -                                      (1,279,887)              (1,279,887)
 Exchange differences on CULS liability                                             -                                      309,148                  309,148
                                                                                    705,075                                (973,724)                (268,649)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 16 to 32 form an integral part of the Financial Statements.

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2024

 

1. Corporate information

 

The interim consolidated financial statements of APQ Global Limited (the
"Group") for the six months ended 30 June 2024 were authorised for issue in
accordance with a resolution of the Board of Directors on  20 November 2024.
The Company is incorporated as a limited company in Guernsey. The Company was
incorporated on 10 May 2016 for an unlimited duration in accordance with the
Companies (Guernsey) Law, 2008. The Company's registered office is at 2nd
Floor, Lefebvre Place, Lefebvre Street, St Peter Port, Guernsey GY1 2JP.

 

The objective of the Company is to steadily grow its earnings to seek to
deliver attractive returns and capital growth through a combination of
building growing businesses in emerging markets as well as earning revenue
from income generating operating activities(( 1  (#_ftn1) )).

 

The Company and its subsidiaries have no investment restrictions and no
maximum exposure limits will apply to any investments made by the Group,
unless otherwise determined and set by the Board from time to time. No
material change will be made to the Company's or subsidiaries objective or
investing policy without the approval of Shareholders by ordinary resolution.

 

The Group's investment activities are managed by the Board.

 

The shares are quoted on The International Stock Exchange for informational
purposes. The ordinary shares are admitted to trading on AIM.

 

2. Significant accounting policies

 

2.1 Basis of preparation

 

These interim consolidated financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting. They do not include all
disclosures that would otherwise be required in a complete set of financial
statements and should be read in conjunction with the 2023 Annual Report.

 

Taking account of the financial resources available to the Company, the
directors believe that the Company is well placed to manage its business risks
successfully despite the current uncertain economic outlook. After making
enquiries the directors have a reasonable expectation that the Company has
adequate resources for the foreseeable future, a period of not less than
twelve months from the date of this report. Accordingly, they continue to
adopt the going concern basis in preparing the condensed financial statements.

 

2.2 Basis of accounting

 

APQ Global Limited has applied the same accounting policies and methods of
computation in its interim consolidated financial statements as in its 2023
annual financial statements.

 

2.3 Functional and presentational currency

 

The Company's presentational and functional currency is US Dollars.

 

2.4 Fair value measurement

 

The Company measures its investments in APQ Cayman Limited, APQ Corporate
Services Limited, APQ Knowledge Limited, Delphos Holdings Limited and
Evergreen Impact Limited at fair value at each reporting date.

 

For APQ Cayman Limited this is considered to be the carrying value of the net
assets of APQ Cayman Limited. APQ Cayman Limited measures its underlying
investments at fair value.

 

Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place
either in the principal market for the asset or liability or, in the absence
of a principal market, in the most advantageous market for the asset or
liability. The principal or the most advantageous market must be accessible to
the Company. The fair value of an asset or a liability is measured using the
assumptions that market participants would use when pricing the asset or
liability, assuming that market participants act in their economic best
interest.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2024

 

2. Significant accounting policies (continued)

 

2.4 Fair value measurement (continued)

 

The fair value for financial instruments traded in active markets at the
reporting date is based on their quoted price (bid price for long positions
and ask price for short positions), without any deduction for transaction
costs.

 

For all other financial assets, not traded in an active market, including APQ
Corporate Services Limited, APQ Knowledge Limited, Delphos Holdings Limited
and Evergreen Impact Limited, the fair value is determined by using valuation
techniques deemed to be appropriate in the circumstances. These have been
determined in accordance with the International Private Equity and Venture
Capital Valuation (IPEV) Guidelines. These guidelines require the valuer to
make judgements with regards to the most appropriate valuation method to be
used and the results and inputs used to determine these valuations. Valuation
methods that may be used include:

 

·      The income approach - valuation through discounted cash flow
forecast of future cash flows or earnings, using appropriate discount rates.

·      The market approach - valuation by comparing the asset being
valued to comparable assets for which price information is readily available.
This price information can be in the form of transactions that have occurred
or market information on companies operating in a similar industry.

·      The cost approach - valuation based on the cost of reproducing or
replacing the asset being valued.

 

The use of these guidelines requires management to make judgements in relation
to the inputs utilised in preparing these valuations. These include but are
not limited to:

 

·      Determination of appropriate comparable assets and benchmarks;
and

·      Adjustments required to existing market data to make it more
comparable to the asset being valued.

 

The use of these guidelines additionally requires management to make
significant estimates in relation to the inputs utilised in preparing these
valuations. These include but are not limited to:

 

·      Future cash flow expectations deriving from these assets; and

·      Appropriate discount factors to be used in determining the
discounted future cash flows.

 

Where an assets fair value cannot be determined the Company measures these
assets at a valuation of $nil. For assets and liabilities that are measured at
fair value on a recurring basis, the Company identifies transfers between
levels in the hierarchy by re-assessing the categorisation (based on the
lowest level input that is significant to the fair value measurement as a
whole) and deems transfers to have occurred at the beginning of each reporting
period.

 

3. Segment
Information

 

For management purposes, the Group is organised into one main operating
segment, which invests in equities and credit, government and local currency
bonds. All of the Group's activities are interrelated, and each activity is
dependent on the others. Accordingly, all significant operating decisions are
based upon analysis of the Group as one segment. The financial results from
this segment are equivalent to the financial statements of the Group as a
whole.

 

The following table analyses the Group's assets by geographical location. The
basis for attributing the assets are the place of listing for the securities
or for non-listed securities, country of domicile.

                     30 June         30 June

                      2024            2023
  Group              $               $

 Cayman              9,538,076       22,753,789
 United Kingdom      480,794         480,794
 Guernsey            47,254,753      18,956,853
 Europe              -               -
                     57,273,623      42,191,436

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the six months ended 30 June 2024

 

4. Analysis of turnover

                                                 For the six months ended      For the six months ended

                                                 30 June 2024                  30 June 2023
                                                 $                             $

 Dividends received from APQ Cayman Limited      4,215,860                     6,375,876

 

5. Analysis of administrative expenses

 

                                                     For the six months ended      For the six months ended

                                                     30 June 2024                  30 June 2023
                                                     $                             $

 Personnel expenses                                  227,048                       370,503
 Depreciation of tangible fixed assets expenses      9,631                         8,794
 Depreciation of right of use assets                 49,439                        41,436
 Payments on short term leases                       -                             94,141
 Audit fees                                          109,338                       99,263
 Nominated advisor fees                              31,584                        30,591
 Travel and subsistence                              875,075                       -
 Administration fees and expenses                    103,935                       154,722
 Director's remuneration                             117,727                       107,448
 Other expenses                                      133,954                       640,773
 Professional fees                                   792,414                       943,729
 Share based payment expenses                        -                             (34,050)
 Insurance                                           9,505                         5,794
 Recharge of expenses to APQ Cayman Limited          (78,307)                      (185,617)
 Net exchange (gains)/losses                         (232,415)                     1,964,761

                                                     2,148,928                     4,242,288

 

6. Director's remuneration

 

                                                                             For the six months ended      For the six months ended

                                                                             30 June 2024                  30 June 2023
                                                                             $                             $

 Director's remuneration                                                     117,727                       107,448

                                                                             117,727                       107,448

 The highest paid director was Bart Turtelboom (2023: Bart Turtelboom)*      15,170                        14,912

 Average number of directors in the period                                   3                             4

 

* Full breakdown of Director remuneration is shown in note 20, including
director remuneration from other group entities.

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2024

 

 

7. Personnel expenses

 

                                                  For the six months ended      For the six months ended

                                                  30 June 2024                  30 June 2023
                                                  $                             $

 Short term benefits - wage and salaries          76,050                        142,911
 Short term benefits - social security costs      5,193                         11,561
 Short term benefits - other benefits             142,763                       210,314
 Post-employment benefits                         3,042                         5,717

                                                  227,048                       370,503

 Personnel expenses are included in expenses per note 5

 Key management personnel expenses, excluding director's remuneration detailed
 in note 6, is as follows:

 Short term benefits - other benefits             142,807                       206,027
                                                  142,807                       206,027

 

8. Interest receivable

 

                                                                  For the six months ended      For the six months ended

                                                                  30 June 2024                  30 June 2023
                                                                  $                             $

 Loan interest receivable from Delphos Holdings Limited           170,000                       28,333
 Loan interest receivable from Delphos International Limited      36,645                        41,919
 Loan interest receivable from Promethean Advisory Limited        6,330                         2,811
 Bank Interest Receivable                                         17,446                        549

                                                                  230,421                       73,612

 

9. Finance costs

 

                                                               For the six months ended      For the six months ended

                                                               30 June 2024                  30 June 2023
                                                               $                             $

 Interest on 3.5% Convertible Unsecured Loan Stock 2024        1,279,887                     1,189,156
 Discount on unwinding of lease liability                      3,953                         2,705

                                                               1,283,840                     1,191,861

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2024

 

10. Earnings Per Share

 

The basic and diluted earnings per shares are calculated by dividing the
profit or loss by the average number of ordinary shares outstanding during the
period.

 

                                                For the six months ended      For the six months ended

                                                30 June 2024                  30 June 2023
                                                $                             $

 Total comprehensive income for the period      (4,114,178)                   (1,553,046)
 Average number of shares in issue              78,559,983                    78,514,452

 Earnings per share                             (0.05240)                     (0.01978)

 

The Group has 5,920 (30 June 2023: 5,920) units of Convertible Loan Stock
which are potentially dilutive if converted into ordinary shares. This would
increase the weighted average number of shares by 5,920 (30 June 2023: 5,920)
exercise price on these conversion options currently exceeds the traded share
price of APQ Global. These are not currently dilutive (30 June 2023: not
dilutive).

 

11. Dividends

 

No dividends were declared in the period ended 30 June 2024 nor the period
ended 30 June 2023.

 

The stated dividend policy of the Company is to target an annualised dividend
yield of 6% based on the Placing Issue Price.  Due to the residual impact of
Covid-19 and unrest in Ukraine, the Company has ceased all dividends until
further notice.

 

There is no guarantee that any dividends will be paid in respect of any
financial period. The ability to pay dividends is dependent on a number of
factors including the level of income returns from the Group's investments.
There can be no guarantee that the Group will achieve the target rates of
return referred to in this document or that it will not sustain any capital
losses through its activities.

 

12. Property, plant and equipment

 

                              Office            Furniture and fixtures

                               equipment                                    Total
                              $                 $                           $
 Cost
 At 1 January 2024            133,035           20,251                      153,286
 Additions during the period  3,537             -                           3,537
 At 30 June 2024              136,572           20,251                      156,823

 Accumulated depreciation
 At 1 January 2024            106,814           20,051                      126,865
 Charge for the period        9,519             112                         9,631
 At 30 June 2024              116,333           20,163                      136,496

 Net book value
 At 30 June 2024              20,239            88                          20,327

 At 31 December 2023          26,221            200                         26,421

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2024

 

13. Investments

 

                      APQ                              APQ Corporate Services Limited                                    Delphos Holdings Limited

                      Cayman Limited                                                       APQ Knowledge Limited

                                                                                                                                                       Total
                      $                                $                                   $                             $                             $
 At 1 January 2024             14,665,766                       5,194,520                           472,951              32,205,419                             52,538,656
 Additions            -                                -                                   -                             500,000                       500,000
 Fair value movement  (5,127,690)                      -                                   -                             -                             (5,127,690)

 At 30 June 24        9,538,076                        5,194,520                                    472,951              32,705,419                    47,910,966

 

The Company meets the definition of an investment entity, it is therefore
required to measure its investments, including its subsidiary undertakings at
fair value. Subsidiary undertakings whose primary purpose is to support the
investment activities of the Company are consolidated on a line for line
basis. Subsidiary undertakings which act as an investment holding company are
valued based on the underlying trading investment companies they hold. These
investments are held solely for capital appreciation and investment income and
measured at fair value through profit and loss ("FVTPL").

 

Investments in subsidiaries

 

The following tables outlines the subsidiary undertakings of the Company:

 

 Name                  Country of incorporation      Registered Office                             Immediate Parent Company      Holding %      Acquisition/ Incorporation Date      Activity                Recognition

 APQ Partners LLP      England and Wales             22a St. James's Square, London, SW1Y 4JH      APQ Global Limited            100            10 August 2016                       Investment support      Consolidated

 

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2024

 

13. Investments (continued)

 

Investments in subsidiaries

 

The following tables outlines the subsidiary undertakings of the Company:

 

 Name                                          Country of incorporation      Registered Office                                                                   Immediate Parent Company            Holding %      Acquisition/ Incorporation Date      Activity                        Recognition
 APQ Cayman Limited                            Cayman Islands                Mourant Ozannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana      APQ Global Limited                  100            10 August 2016                       Investment entity               FVTPL
                                                                             Bay, PO Box 1348, Grand Cayman KY1-1108
 APQ Corporate Services Limited                Guernsey                      2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey        APQ Global Limited                  100            10 January 2019                      Investment holding company      FVTPL
 APQ Knowledge Limited                         Guernsey                      2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey        APQ Global Limited                  100            1 March 2019                         Investment holding company      FVTPL
 New Markets Media & Intelligence Ltd          England and Wales             22a St. James's Square, London, SW1Y 4JH                                            APQ Knowledge Limited               100            26 February 2019(1)                  Trading investment company      FVTPL
 Palladium Finance Group Limited               Seychelles                    Global Gateway 8, Rue de la Perle, Providence, Seychelles                           APQ Corporate Services Limited      100            22 February 2019(2)                  Trading investment company      FVTPL
 Palladium Trust Company (NZ) Limited          New Zealand                   Level 8, AIG Building, 41 Shortland Street, Auckland, New Zealand 1010              APQ Corporate Services Limited      100            22 February 2019(2)                  Trading investment company      FVTPL

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 

For the six months ended 30 June 2024

 

13. Investments (continued)

 

 Name                                 Country of incorporation    Registered Office                                                                 Immediate Parent Company          Holding %    Acquisition/ Incorporation Date    Activity                      Recognition
 Palladium Trust Services Ltd         England and Wales           22a St. James's Square, London, SW1Y 4JH                                          APQ Corporate Services Limited    100          22 February 2019                   Trading investment company    FVTPL
 Delphos International, Ltd           United States               2121 K St, NW STE 620, Suite 1020, Washington, DC 20037                           Delphos Holdings Limited          100          3 March 2020                       Trading investment company    FVTPL
 Parish Corporate Services Limited    Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, GY1 3HT                APQ Corporate Services Limited    100          29 January 2020                    Trading investment company    FVTPL
 Parish Group Limited                 Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, GY1 3HT                APQ Corporate Services Limited    100          29 January 2020                    Trading investment company    FVTPL
 Parish Nominees Limited              Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, GY1 3HT                APQ Corporate Services Limited    100          29 January 2020                    Trading investment company    FVTPL
 Parish Trustees Limited              Guernsey                    PO Box 142, Suite 2, Block C, Hirzel Court, St Peter Port, GY1 3HT                APQ Corporate Services Limited    100          29 January 2020                    Trading investment company    FVTPL
 Delphos Canada Limited               Canada                      202-230 ch. du Golf, Montreal, QC H3E 2A8, Canada                                 Delphos Holdings Limited          70           20 January 2021                    Trading investment company    FVTPL
 Delphos Holdings Limited             Guernsey                    2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey      APQ Global Limited                100          13 August 2021                     Investment holding company    FVTPL

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 

For the six months ended 30 June 2024

 

13. Investments (continued)

 Name                                                         Country of incorporation                                                   Registered Office                                                                                     Immediate Parent Company              Holding %                Acquisition/ Incorporation Date                       Activity                               Recognition
 Delphos Impact Limited                                       Guernsey                                                                   2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey                          Delphos Holdings Limited              100                      18 August 2021                                        Trading investment company             FVTPL
 Evergreen Impact Limited                      Guernsey                                        2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey                                                  APQ Global Limited                                 50                 10 August 2021                                 Trading management consultancy                      FVTPL
 Delphos Partners LLP                          England and Wales                               22a St. James's Square, London, England, SW1Y 4JH                                                                             Delphos Holdings Limited                           97                 6 October 2021                                 Trading investment company                          FVTPL
 Delphos Services Limited                      Guernsey                                        2nd Floor, Lefebvre Place, Lefebvre Street, St Peter Port, GY1 2JP, Guernsey                                                  Delphos Holdings Limited                           100                27 September 2021                              Trading services company                            FVTPL
 Promethean Trustees Limited                   Malta                                           35/14 Salvu Psaila Street, Birkirkara, BKR 9072, Malta                                                                        APQ Corporate Services Limited                     100                4 July 2022                                    Trading investment company                          FVTPL
 Promethean Advisory Limited                   Malta                                           35/14 Salvu Psaila Street, Birkirkara, BKR 9072, Malta                                                                        Promethean Trustees Limited                        100                4 July 2022                                    Trading services company                            FVTPL
 Delphos MMJ 1, LLC                            United States of America                        The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801                                                  Delphos Holdings Limited                           100                18 March 2022                                  Trading investment company                          FVTPL
 Delphos MMJ 2, LLC                            United States of America                        The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801                                                  Delphos Holdings Limited                           100                18 March 2022                                  Trading investment company                          FVTPL
 MMJ Partners LP                               United States of America                        The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801                                                  Delphos MMJ 1, LLC(4)                              99.67              20 February 2023                               Trading management consultancy                      FVTPL

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
 

For the six months ended 30 June 2024

 

13. Investments (continued)

 Name                                            Country of incorporation                                                  Registered Office                                                  Immediate Parent Company           Holding %                Acquisition/ Incorporation Date                       Activity                      Recognition
 MMJ Partners LP                  United States of America                        The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801                 Delphos MMJ 2, LLC(4)                        0.33               20 February 2023                               Trading management consultancy             FVTPL
 Delphos Capital Limited          England and Wales                               22a St. James's Square, London, England, SW1Y 4JH                                            Delphos Holdings Limited                     100                17 November 2023                               Dormant                                    FVTPL
 Delphos Milan S.r.l              Italy                                           Via San Raffele, 1 20121 Milano (MI), Italia                                                 Delphos Holdings Limited                     100                15 February 2023                               Trading services company                   Cost
 Delphos Design D.o.o             Croatia                                         Miramarska 24                                                                                Delphos Holdings Limited                     100                16 February 2023                               Trading services company                   Cost

                                                                                  HR - 10000 Zagreb, Croatia

Valuation techniques

 

APQ Cayman Limited has a portfolio of tradable assets and liabilities which it
values at fair value using the same policies as the Company. The Company is
able to redeem its holding of APQ Cayman Limited at its net asset value.
Fair value of the investment in APQ Cayman Limited is therefore measured at
its Net Asset Value ("NAV"). NAV is determined based on the observable market
values of its portfolio of assets and liabilities.

 

Fair value of the investment in APQ Corporate Services Limited, has been
determined by determining the valuation of its underlying investments. The
underlying investments have been valued through the income approach,
incorporating comparison with external sources and the expected cash flows of
the investment. The income approach was determined to be the most appropriate
as the underlying investments are revenue generating businesses.

 

Fair value of the investment in Delphos Holdings Limited, has been determined
by determining the valuation of its underlying investments. The underlying
investments have been valued through 1) a combined income and market multiple
based approach, incorporating comparison with external sources and the
expected cash flows of the investment 2) net asset value where the investment
entities have not get developed a predicable source of income and 3) costs for
those newly incorporated/acquired entities where the Company is still in the
process of creating revenue generating opportunities.

 

The investment in APQ Knowledge Limited was completed on 1 March 2019. Fair
value has been determined by determining the valuation of its underlying
investments. The underlying investments have been valued through the income
approach, incorporating comparison with external sources and the expected cash
flows of the investment. The income approach was determined to be the most
appropriate as the underlying investments are revenue generating businesses.

 

Listed investments are measured at fair value using the current market bid
price for the underlying equity as quoted on the applicable stock exchange the
security is traded on.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2024

 

13. Investments (continued)

 

Unlisted managed funds

 

The Company classifies its investments into the three levels of the fair value
hierarchy based
on:
 

Level 1: Quoted prices in active markets for identical assets or
liabilities;

Level 2: Those involving inputs other than quoted prices included in Level 1
that are observable for the asset or liability, either directly (as prices) or
indirectly (derived from prices); and
 

Level 3: Those with inputs for the asset or liability that are not based on
observable market data (unobservable inputs).

The Company has classified its investments in APQ Corporate Services Limited,
Delphos Holdings Limited, Evergreen Impact and APQ Knowledge Limited as level
3 as the inputs utilised in valuing the investments are deemed to be
unobservable, as they are private investments. The most significant
unobservable input used in the fair value of the investments in APQ Corporate
Services Limited, Delphos Holdings Limited and APQ Knowledge Limited are the
future expected cash flows of the investments these companies hold, used in
deriving a valuation using discounted cash flows.

 

Valuation is determined for these holding companies by the value of the
underlying investments held.

 

The unobservable inputs of future cash flows could not be reliably determined
due to the pre-revenue nature of the business and therefore the most reliable
fair value to be determined was $nil. The movements in the investments in the
period are shown above.

 

The Company has classified its investments in APQ Cayman Limited as level 3.
Valuation is determined based on the NAV with the assets and liabilities of
APQ Cayman Limited comprising cash or bonds which are held at fair value based
on observable markets.

 

The listed investments are designated as Level 1 instruments in the fair value
hierarchy as fair value can be determined by the quoted market price for these
assets. The movement of investments classified by level is as per the below.

 

                          Level 1      Level 2                 Level 3          Total
                          $            $                       $                $

 At 1 January 2024        -                     -              52,538,656       52,538,656
 Additions                -            -                       500,000          500,000
 Fair value movement      -            -                       (5,127,690)      (5,127,690)

 At 30 June 2024          -            -                       47,910,966       47,910,966

14. Trade and other receivables

                                                        30 June        31 December 2023

                                                        2024
                                                        $              $

 Trade debtors                                          624,234        529,270
 Amounts due from group undertakings                    7,633,838      7,162,103
 Prepayments and accrued income                         52,024         61,959
 Other debtors                                          378,810        217,478

                                                        8,688,906      7,970,810

 

An amount of $162,662 (2023: $162,662) has been deducted from the balances
above in respect of amounts that are not considered recoverable.

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2024

 

15. Trade and other payables

                                                    30 June      31 December

                                                    2024         2023
                                                    $            $

 Trade creditors                                    200,852      139,988
 Amounts due to group undertakings                  261,883      264,410
 Other creditors                                    2,814        4,365
 Accruals                                           179,204      473,687
 Lease liability                                    68,214       97,772

                                                    712,967      980,222

 

16. 3.5% Convertible Unsecured Loan Stock

                                                       Nominal number      Liability       Equity

                                                        of CULS            component       component
                                                       $                   $               $

 As at 1 January 2024                                  40,893,551          36,710,042      6,823,671
 Amortisation of discount on issue and issue expenses  -                   1,279,887       -
 Interest paid during the period                       -                   (654,947)       -
 Exchange differences                                  -                   (309,147)       -

 As at 30 June 2024                                    40,893,551          37,025,835      6,823,671

 

At an Extraordinary General Meeting held on 4 September 2017, Resolutions were
passed approving the issue of 4,018 3.5 per cent. convertible unsecured loan
stock 2024 ("CULS") to raise £20,090,000 before expenses. The CULS were
admitted to trading on the International Securities Market, the London Stock
Exchange's market for fixed income securities and dealings commenced at 8.00
a.m. on 5 September 2017.

 

Following Admission there were 4,018 CULS in issue. Holders of the CULS are
entitled to convert their CULS into Ordinary Shares on a quarterly basis
throughout the life of the CULS, commencing 31 December 2017, and all
outstanding CULS will be repayable at par (plus any accrued interest) on 30
September 2024. The initial conversion price is 105.358 pence, being a 10 per
cent. premium to the unaudited Book Value per Ordinary Share on 31 July 2017.
Following conversion of 80 per cent. or more of the nominal amount of the CULS
originally issued, the Company will be entitled to require remaining CULS
Holders to convert their outstanding CULS into Ordinary Shares after they have
been given an opportunity to have their CULS redeemed.

 

On 22 January 2018, the Company raised a further £10,207,300 ($14,492,418)
before expenses through the issue of 1,982 units of 3.5 per cent. convertible
unsecured loan stock 2024 in denominations of £5,000 ($7,099) nominal each,
at an issue price of £5,150 ($7,312) per unit.

 

During April 2023, the Company announced a tender offer for up to 100% of the
Company's CULS at a discount of 50%. 80 of the 6,000 units of CULS with a
nominal value of $474,248 were validly tendered and were settled for an amount
of $249,380 resulting in a gain on settlement of $224,868. An amount of
$95,864 was transferred from the CULS equity to retained earnings on
settlement of the CULS representing the value assigned to the conversion
option of the CULS settled during the year.

 

17. Share Capital

 

The authorised and issued share capital of the Company is 78,559,983 ordinary
shares of no par value listed on The International Stock Exchange and AIM. All
shares are fully paid
up.

 

Quantitative information about the Company's capital is provided in the
statement of changes in equity and in the tables below.

 

Holders of ordinary shares are entitled to dividends when declared and to
payment of a proportionate share of the Companies net asset value on any
approved redemption date or upon winding up of the Company. They also hold
rights to receive notice, attend, speak and vote at general meetings of the
Company.

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2024

 

17. Share Capital (continued)

 

The Company's objectives for managing capital
are:

·      To invest the capital in investments meeting the description,
risk exposure and expected return indicated in its listing documents.

·      To maintain sufficient liquidity to meet the expenses of the
Company, pay dividends and to meet redemption requests as they arise.

·      To maintain sufficient size to make the operation of the Company
cost-efficient.

·      The Board has authority to purchase up to 14.99 percent. of the
issued Ordinary Share capital of the Company. The Board intends to seek a
renewal of this authority at each annual general meeting of the Company. No
buy backs occurred during the period under review.

 

                                        Ordinary

                                        shares
                                        No              £               $

 At 1 January 2024 and At 30 June 2024  78,559,983      77,099,861      100,141,648

 

18. Leases

 

Finance lease commitments

 

The Company's subsidiary, APQ Partners LLP, leases rental space and
information with regards to this lease is outlined below:

 

 Right of use asset                    Land and buildings
                                       $
 Cost
 At 1 January 2024                     493,621
 At 30 June 2024                       493,621

 Accumulated depreciation
 At 1 January 2024                     378,264
 Charge for the period                 49,439
 At 30 June 2024                       427,703

 Net book value
 At 30 June 2024                       65,918
 At 31 December 2023                   115,357

 

 Lease liability                      30 June       31 December 2023

                                      2024
                                      $             $
 Balance at start of the period       115,357       82,872
 Interest on lease liability          3,953         3,537
 Payments for lease                   (50,128)      (89,128)
 Exchange differences                 968           2,719
 New lease liability                  -             115,357

 Balance at end of the period         68,214        115,357

 The lease falls due:
 Within 1 year                        68,214        97,772
 After 1 year but within 5 years                    17,585
                                      68,214        115,357

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2024

 

19. Capital
Management

 

The Group can raise new capital which may be implemented through the issue of
a convertible debt instrument, or such other form of equity or debt as may be
appropriate.  It also has a buy-back authority subject to a maximum buy-back
of 14.99 per cent of the issued Ordinary
Shares.

 

The Group's objectives for managing capital are:

 

•              To invest the capital into investments through
its subsidiaries.
 

•              To maintain sufficient liquidity to meet the
expenses of the Group and pay
dividends.

•              To maintain sufficient size to make the
operation of the Group
cost-effective.
 

The Group may utilise borrowings in connection with its business activities.
Although there is no prescribed limit in the Articles or elsewhere on the
amount of borrowings that the Group may incur, the Directors will adopt a
prudent borrowing policy and oversee the level and term of any borrowings of
the Group and will review the position on a regular basis.

The Group's capital comprises:

 

                                                                   30 June           31 December 2023

                                                                   2024
                                                                   $                 $

 Share capital                                                     100,141,648       100,141,648
 Equity component of 3.5% Convertible Unsecured Loan Stock 2024    6,823,671         6,823,671
 Retained earnings                                                 (82,502,985)      (78,388,806)
 Exchange reserve                                                  (4,927,513)       (4,927,513)

 Total shareholders' funds                                         19,534,821        23,649,000

 

20. Related party transactions

 
 

Wayne Bulpitt founded the Active Group, now renamed the Aspida Group, who
acted as administrator until 10 June 2020; he is also a shareholder of the
Company and Chair and a significant shareholder in Beauvoir Limited, the
Company Secretary that was appointed on 3 June 2024 to replace Parish Group
Limited.
 
 

Bart Turtelboom founded APQ Partners LLP and is also a director of APQ Cayman
Limited as well as the largest shareholder of the
Company.
 

 

The Directors are remunerated from the Company in the form of fees, payable
monthly in arrears. Bart Turtelboom was entitled to an annual salary of
£120,000 as Chief Executive Officer of the Company. From 1 April 2018 this
was split between the Company and APQ Cayman Limited.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2024

 

20. Related party transactions (continued)

 

 

                                              APQ Global Limited - remuneration                                                 APQ Cayman Limited - remuneration                       APQ Capital Services Limited - remuneration                                          APQ Knowledge Limited - remuneration                                              APQ Corporate Services Limited - remuneration                                          Total
                                              $                                                                                 $                                                       $                                                                                   $                                                                                  $                                                                                      $
                                              For the six months ended 30 June 2024  For the six months ended 30 June 2023      For the six months ended  For the six months ended      For the six months ended 30 June 2024  For the six months ended 30 June 2023         For the six months ended 30 June 2024  For the six months ended 30 June 2023      For the six months ended 30 June 2024  For the six months ended 30 June 2023           For the six months ended 30 June 2024  For the six months ended 30 June 2023

                                                                                                                                30 June 2024              30 June 2023
 Bart Turtelboom     Chief Executive Officer  15,170                                 14,912                                     60,674                    59,718                        -                                      -                                             -                                                                                                                                                                        75,844                                 74,630

                                                                                                                                                                                                                                                                                                                    -                                                                                 -
 Wayne Bulpitt       Non-Executive Chairman   40,558                                 20,840                                     -                         -                             -                                      -                                             -                                                                                                                                                                        40,558                                 20,840

                                                                                                                                                                                                                                                                                                                    -                                                                                 -
 Philip Soulsby      Finance Director         18,978                                 18,615                                     -                         -                             -                                      -                                             -                                                                                 -                                                                                      18,978                                 18,615

                                                                                                                                                                                                                                                                                                                    -                                                                                 -
 Al Wadhah Al Adawi  Non-Executive Director   -                                      12,547                                     -                         -                             -                                      -                                             -                                                                                 -                                                                                      -                                      12,547

                                                                                                                                                                                                                                                                                                                    -                                                                                 -

                                              74,706                                 66,914                                     60,674                    59,718                        -                                      -                                             -                                      -                                      -                                          -                                      135,380  126,632

 

The directors represent key management personnel. Additional key management
personnel are the partners of the LLP, details of their remuneration is
disclosed in Note 6.

 

At 30 June 2024, $nil (31 December 2023: $nil) was payable to the directors
with and $244,482 (31 December 2023: $85,782) receivable from a director for
an expense advance. A total amount of $1,287,742 (six months ended 30 June
2023: $587,173) of general corporate expenses such as travel and business
development were incurred by a director which the Company reimbursed and ,
which does not constitute a director emolument

 

The Company's administrator is Parish Group Limited, a wholly owned subsidiary
of APQ Global Limited. APQ Global Limited has incurred $103,935 (six months
ended 30 June 2023: $102,510) of fees and expenses to Parish Group Limited as
administrator of the Company, till being replaced by Beauvoir Limited on 3
June 2024. As at 30 June 2024 the balance owed to Parish Group Limited was
$nil (31 December 2023: $nil).

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2024

 

20. Related party transactions (continued)

 

As described in the Listing Document, and under the terms of the Services
Agreement, APQ Partners LLP assist the Board and the Group's management based
in Guernsey with the implementation of its business strategy, provide research
on business opportunities in emerging markets and provide support for cash
management and risk management purposes. APQ Partners LLP are entitled to the
reimbursement of expenses properly incurred on behalf of APQ Global Limited in
connection with the provision of its services pursuant to the agreement.

 

APQ Partners LLP has recharged expenses of $339,904 (six months ended 30 June
2023: $937,252) to APQ Global Limited during the period. As at 30 June 2024,
APQ Global Limited was owed $139,069 from APQ Partners LLP (31 December 2023:
$144,085). In both the current and prior period amounts have been eliminated
on consolidation.

 

During the period, the Group recharged expenses to APQ Cayman Limited of $nil
(six months ended 30 June 2023: $185,617. During the six months period to 30
June 2024, APQ Global Limited received dividends from APQ Cayman Limited of
$4,215,860 (six months ended 30 June 2023: $6,375,876).

 

As at 30 June 2024, APQ Global Limited owed $264,410 (31 December 2023:
$264,410) to APQ Corporate Services Limited. The balance is interest free and
repayable on demand.

 

As at 30 June 2024 APQ Global Limited was owed $2,527 (31 December 2023:
$2,527) to New Markets Media & Intelligence Ltd. The balance is interest
free and repayable on demand.

 

Delphos Holdings Limited:

During the period, APQ Global Limited provided funding of $427,569 (six months
ended 30 June 2023: $161,231) to Delphos Holdings Limited which has been
capitalised to the cost of the investment in the Delphos Holdings group. As at
30 June 2024, an amount of $427,569 (31 December 2023: $nil) was due from
Delphos Holdings Limited.

 

Delphos Partners LLP:

During the period, APQ Global Limited paid expenses totalling $198,918 (six
months ended 30 June 2023: $363,779) on behalf of Delphos Partners LLP. At 30
June 2024, an amount of $198,918 (31 December 2023: $nil) was due to APQ
Global Limited. The balance is interest free and repayable on demand.

 

Delphos International Limited:

During the period, APQ Global Limited provided funding of $nil (six months
ended 30 June 2023: $472,351) to Delphos International Limited which has been
capitalised to the cost of the investment in the Delphos Holdings group. It
also provided loan funding of $600,000 (six months ended 30 June 2023:
$650,000) on which the Company charged $36,645 (six months ended 30 June 2023:
$12,371) in interest at a rate of 4.5%. The loan has no fixed repayment date.
At, 30 June 2024 an amount of $2,113,320 (31 December 2023: $1,476,675) was
due to APQ Global Limited. The balance is repayable on demand.

 

Delphos Impact Limited:

During the period, APQ Global Limited paid expenses totalling $166,533 (six
months ended 30 June 2023: $561,640) on behalf of Delphos Impact Limited. At
30 June 2024, an amount of $2,582,616 (31 December 2023: $2,758,307) was due
to APQ Global Limited. The balance is interest free and repayable on demand.

 

Delphos Services Limited:

During the period, APQ Global Limited paid expenses totalling $1,660,442 (six
months ended 30 June 2023: $730,665) on behalf of Delphos Services Limited and
received a repayment of $3,000,000 (six months ended 30 June 2023: $nil). At
30 June 2024, an amount of $3,070,392 (31 December 2023: $3,070,392) was due
to APQ Global Limited. The balance is interest free and repayable on demand.

 

Promethean Advisory Limited:

During the period, APQ Global Limited made a subordinated loan to Promethean
Advisory Limited amounting to $150,814 (six months ended 30 June 2023:
$52,471) which bears interest at 5%. Interest of $6,330 (six months ended 30
June 2023: $2,811) accrued on the loan during the period. APQ Global Limited
also paid expenses on behalf of Promethean Advisory Limited amounting to $nil
(six months ended 30 June 2023: $nil). At 30 June 2024, a total amount of
$528,768 (31 December 2023: $380,038) was due to APQ Global Limited. The
balance is interest free and repayable on demand.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

For the six months ended 30 June 2024

 

20. Related party transactions (continued)

 

Delphos Milan S.r.l:

During the period, APQ Global Limited provided funding of $323,370 (six months
ended 30 June 2023: $144,755) to Delphos Milan S.r.l which has been
capitalised to the cost of the investment in the Delphos Holdings group at 31
December 2023. As at 30 June 2024, an amount of $323,370 (31 December 2023:
$nil) was due from Delphos Milan S.r.l.

 

Delphos Design Doo:

During the period, APQ Global Limited provided funding of $229,032 (six months
ended 30 June 2023: $4,494) to Delphos Design Doo which has been capitalised
to the cost of the investment in the Delphos Holdings group at 31 December
2023. As at 30 June 2024, an amount of $229,032 (31 December 2023: $nil) was
due from Delphos Design Doo.

 

 

 1  (#_ftnref1) Where we refer to revenue from income generating operating
activities this relates to the revenue of our investee companies.

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