Anti-Fraud and Anti-Facilitation of Tax Evasion Policy

Version 1.0 | August 2026

1. Purpose

This policy sets out the responsibilities of The Despatch Company Ltd (company number 09615192) (“TDC”, “the Company”) and of all persons who work for or on its behalf in preventing fraud and preventing the criminal facilitation of tax evasion. It explains the conduct that is prohibited, the prevention procedures the Company maintains, and how concerns must be raised.

The policy is designed to satisfy the “reasonable prevention procedures” standards contemplated by Part 3 of the Criminal Finances Act 2017 and by the Government guidance issued under section 204 of the Economic Crime and Corporate Transparency Act 2023, applying the six prevention principles common to both: top level commitment, risk assessment, proportionate risk-based procedures, due diligence, communication and training, and monitoring and review.

This policy should be read alongside the Company’s Anti-Bribery Policy, Sanctions and Counterparty Screening Policy, Third Party Risk Management Policy, Disciplinary Policy and expenses arrangements. It does not form part of any contract of employment and the Company may amend it at any time.

2. Scope and Applicability

This policy applies to all persons working for the Company or on its behalf in any capacity and in any jurisdiction, including:

• employees at all levels, directors and officers;

• contractors, consultants and other directly engaged workers, whether engaged personally or through a personal service company or other intermediary;

• agency staff, seconded staff, interns and volunteers; and

• agents, intermediaries, subcontractors and any other person who performs services for or on behalf of the Company (together, “Associated Persons”).

It applies to all Company activities, including the operation of the Helm, Voila and Neuro platforms, the engagement of suppliers and subcontractors, payroll and contractor payments in every jurisdiction in which personnel are engaged, billing and revenue collection from clients, and all dealings with tax authorities.

3. Legal Framework

The Company and its personnel are subject to the following principal legislation. Breach can expose individuals to imprisonment and the Company to unlimited fines, debarment from public contracts and serious reputational damage.

3.1 Fraud Act 2006

The Fraud Act 2006 creates offences of fraud by false representation (section 2), fraud by failing to disclose information (section 3) and fraud by abuse of position (section 4), each punishable by up to ten years’ imprisonment. Related offences include false accounting under section 17 of the Theft Act 1968.

3.2 Economic Crime and Corporate Transparency Act 2023

Section 199 of the Economic Crime and Corporate Transparency Act 2023 (“ECCTA”), in force from 1 September 2025, makes a large organisation criminally liable where an Associated Person commits a specified fraud offence intending to benefit the organisation or a person to whom services are provided, unless the organisation had reasonable fraud prevention procedures in place. ECCTA also broadened the attribution of economic crimes to companies of all sizes through the conduct of their senior managers (section 196).

The Company does not currently meet the “large organisation” thresholds in section 201 of ECCTA. It nonetheless adopts the standard of reasonable fraud prevention procedures as a matter of best practice, because:

• Company personnel may act as Associated Persons of large clients and partners, whose own criminal liability can be engaged by conduct on the Company’s side;

• clients and partners increasingly impose contractual anti-fraud obligations, certifications and audit rights on the Company (see section 11); and

• the Company may in future fall within scope, whether through growth or by forming part of a larger corporate group that meets the thresholds.

3.3 Criminal Finances Act 2017

Part 3 of the Criminal Finances Act 2017 (“CFA 2017”) creates two corporate criminal offences that apply to companies of every size, with no turnover or headcount threshold:

• failure to prevent the facilitation of UK tax evasion (section 45); and

• failure to prevent the facilitation of foreign tax evasion (section 46), where the dual criminality and UK nexus conditions are met.

These are strict liability offences: the Company commits the offence if an Associated Person criminally facilitates tax evasion by another person, regardless of whether senior management knew or was involved. The only defence is that the Company had reasonable prevention procedures in place, or that it was reasonable not to expect it to have any. Conviction carries an unlimited fine. “Tax” for these purposes includes all UK and foreign taxes, duties and social security contributions.

3.4 Proceeds of Crime Act 2002

Funds derived from fraud or tax evasion constitute criminal property. Acquiring, using, concealing or becoming concerned in an arrangement involving such property may constitute a money laundering offence under the Proceeds of Crime Act 2002 (“POCA”). Personnel must also be aware of the “tipping off” risk described in section 13.

3.5 Underlying tax offences

Tax evasion itself is criminal under, among other provisions, the common law offence of cheating the public revenue, section 106A of the Taxes Management Act 1970 (fraudulent evasion of income tax) and section 72 of the Value Added Tax Act 1994 (fraudulent evasion of VAT), together with equivalent offences under foreign law.

4. Policy Statement

The Company takes a zero-tolerance approach to fraud and to the facilitation of tax evasion. It is committed to acting professionally, fairly and with integrity in all business dealings and relationships wherever it operates, and to implementing and enforcing effective systems to prevent, detect and report fraud and the facilitation of tax evasion.

The Company will not tolerate any of its personnel or Associated Persons committing fraud, whether against the Company, its clients, its suppliers, a tax authority or any other party, and will not tolerate any deliberate or dishonest assistance given to any other person to evade tax, whether in the UK or abroad. This commitment applies even where refusing to act may result in the loss of business, and no employee will suffer detriment for refusing to participate in conduct prohibited by this policy.

The Board of Directors holds ultimate responsibility for this policy and communicates its top level commitment to the prevention of fraud and the facilitation of tax evasion throughout the business.

5. Definitions

“Fraud”: dishonestly making a false representation, failing to disclose information which there is a legal duty to disclose, or abusing a position of trust, in each case intending to make a gain or to cause loss or risk of loss to another. It includes false accounting, falsification of records and dishonest misstatement in documents, claims or communications.

“Tax Evasion”: the offence of cheating the public revenue, or fraudulently evading any tax, duty or social security contribution, whether owed in the UK or in a foreign jurisdiction. Evasion requires deliberate and dishonest conduct. Legitimate tax planning is not evasion, but any arrangement whose effect depends on concealment or misrepresentation must be escalated to the CFO before it is entered into.

“Facilitation of Tax Evasion”: being knowingly concerned in, or aiding, abetting, counselling or procuring, the fraudulent evasion of tax by another person. Facilitation must itself be deliberate and dishonest; accidental or negligent involvement is not a criminal offence, but it must still be reported and corrected.

“Associated Person”: any person, whether an individual or an entity, who performs services for or on behalf of the Company, including employees, contractors, agents, intermediaries and subcontractors, as defined in section 44 of the CFA 2017 and section 199(7) of ECCTA.

“Personnel”: all employees, workers, contractors and consultants engaged by the Company, in any jurisdiction.

6. Roles and Responsibilities

Board of Directors. Approves this policy, sets the tone from the top, receives reports on incidents and control effectiveness, and ensures the prevention procedures remain resourced and proportionate.

Chief Financial Officer. The CFO is the policy owner and designated compliance officer for this policy. The CFO maintains the fraud and tax evasion facilitation risk assessment, oversees due diligence and financial controls, receives and investigates reports, decides on external reporting, coordinates client certifications under section 11 and reports to the Board.

Managers. Managers must ensure the personnel they supervise understand this policy, must apply the controls in it within their area, and must escalate concerns to the CFO without delay and without conducting their own investigation.

All Personnel and Associated Persons. Every person within scope must read, understand and comply with this policy, must not commit, facilitate or ignore the conduct it prohibits, and must report concerns promptly through the channels in section 13.

7. Risk Assessment and Prevention Principles

The CFO maintains a documented risk assessment of the Company’s exposure to fraud and to the facilitation of tax evasion, reviewed at least annually and on any material change to the business. The assessment considers opportunity, motive and rationalisation, and covers as a minimum the following risk areas:

• payroll and the engagement of contractors across jurisdictions, including employment status determinations and the correct deduction and remittance of tax and social security contributions;

• the VAT treatment of cross-border supplies received and made, including reverse charge accounting on overseas supplier invoices;

• supplier invoicing and payment processes, including invoice fraud, payment diversion and bank account detail change fraud;

• client billing, usage-based charging and revenue recognition on the Company’s platforms;

• expense claims, company cards and petty disbursements;

• requests from clients, suppliers or intermediaries to structure invoicing, payments or contractual arrangements in ways that could conceal income or misstate the nature, value or destination of a transaction; and

• the use of agents, intermediaries and subcontractors, particularly in higher risk jurisdictions.

Prevention procedures are proportionate to the risks identified. Where the risk assessment identifies a new or elevated risk, the CFO will implement additional controls and, where appropriate, update this policy.

8. Prohibited Conduct

No person within the scope of this policy may, directly or through any other person:

• engage in any activity, practice or conduct which would constitute fraud, including an offence under the Fraud Act 2006 or a specified fraud offence within the meaning of section 199(6) of ECCTA;

• engage in any activity, practice or conduct which would constitute a UK tax evasion facilitation offence under section 45(1), or a foreign tax evasion facilitation offence under section 46(1), of the CFA 2017;

• falsify, conceal, destroy or improperly alter any record, account, invoice or document, or cause any account to be kept “off-book”;

• create, issue or process an invoice or credit note that misdescribes the nature, value, date or parties of a supply;

• assist any client, supplier, contractor or other counterparty to conceal income, misdescribe payments or otherwise evade tax in any jurisdiction, including by making payments in cash, to third parties or to accounts in jurisdictions unconnected with the counterparty at the counterparty’s request;

• dishonestly mischaracterise the employment status, place of work or remuneration of any person in order to reduce a tax or social security liability;

• make or approve a claim for expenses or overtime known to be false or inflated; or

• ignore, suppress or fail to report a red flag of the kind described in the Appendices.

Where any person is uncertain whether conduct is permitted, they must seek guidance from the CFO before proceeding.

9. Counterparty Due Diligence

The Company applies a risk-based approach to due diligence on the parties it deals with, in accordance with the Third Party Risk Management Policy and the Sanctions and Counterparty Screening Policy.

• New suppliers, subcontractors, agents and intermediaries are subject to onboarding checks proportionate to the risk of the engagement, including verification of identity, corporate status, VAT registration where relevant, and bank account ownership.

• Changes to a counterparty’s bank details are verified with a known contact through an independent channel before any payment is made to the new account.

• Higher risk engagements, including intermediaries who deal with tax authorities or public bodies on the Company’s behalf and counterparties in higher risk jurisdictions, require enhanced due diligence and CFO approval.

• Due diligence findings are recorded and retained, and are refreshed on material change or contract renewal.

10. Contractual Protections

Contracts with suppliers, subcontractors, agents and intermediaries should, wherever practicable and proportionate to risk, include provisions under which the counterparty:

• undertakes not to engage in any conduct that would constitute fraud or a tax evasion facilitation offence, and to comply with this policy or with equivalent policies of its own;

• must promptly notify the Company of any request or demand from a third party to facilitate the evasion of tax, and of any suspected or actual fraud, in connection with the agreement;

• must ensure that its own associated persons and any permitted subcontractors comply with equivalent obligations;

• certifies compliance in writing where the risk of the engagement justifies it, and provides reasonable supporting evidence on request;

• grants the Company proportionate audit rights over records evidencing compliance; and

• accepts that breach of these provisions is a material breach entitling the Company to terminate with immediate effect, supported where appropriate by an indemnity.

The CFO approves the standard clauses and any material departures from them negotiated with counterparties.

11. Client and Partner Commitments and Certifications

The Company is itself a supplier to clients and partners, some of whom impose contractual anti-fraud and anti-facilitation of tax evasion obligations on the Company, including compliance with their policies, prompt notification duties, periodic written certifications signed by an officer, audit rights and indemnities.

• The CFO maintains a register of all such contractual commitments, their certification cycles and their notification triggers.

• Certifications are prepared by the CFO, are supported by the records maintained under this policy, and are signed only where the Company is satisfied, after reasonable enquiry, that they are accurate.

• Any event that would require notification to a client or partner under such a clause must be escalated to the CFO immediately, and the CFO will coordinate the notification alongside any legal advice required.

12. Financial Controls and Record Keeping

The Company maintains internal controls designed to prevent and detect fraud and the facilitation of tax evasion, including:

• accurate and complete books and records, prepared on a timely basis and reconciled to source systems, with no off-book accounts or unrecorded funds;

• segregation of duties and defined approval thresholds for payments, supplier onboarding, payroll changes and credit notes;

• independent verification of bank detail changes and of new payee accounts before payment;

• documented support for all invoices issued and received, sufficient to evidence the nature and value of the supply and its correct tax treatment;

• retention of records relating to this policy, including due diligence, training, certifications, investigations and risk assessments, for at least six years; and

• periodic testing of these controls, with findings reported to the Board.

13. Raising Concerns and Reporting

Any person who suspects that fraud, tax evasion or the facilitation of tax evasion has occurred, is occurring or may occur in connection with the Company’s business must report it as soon as possible to the CFO, or, where the concern involves the CFO, to the Chief Executive Officer or any other director.

• Reports may be made in person, by email or through the Company’s whistleblowing arrangements, and may be made confidentially.

• Personnel must report any request or demand from a third party to facilitate the evasion of tax, whether or not the request was acted upon.

• Personnel must not attempt to investigate the matter themselves, must not confront the person suspected, and must not discuss the concern with anyone other than those handling it.

• Where a suspicion of money laundering arises, disclosing the existence of a report or investigation to the person suspected may itself constitute a tipping off offence under POCA. Personnel must therefore treat all reports as strictly confidential.

The CFO will assess every report, investigate proportionately, maintain a written record, and decide, with legal advice where appropriate, whether external reporting is required, including to HMRC, Action Fraud, the National Crime Agency, insurers or affected counterparties.

14. Protection for Those Who Report

The Company will support anyone who raises a genuine concern under this policy, even if the concern proves to be mistaken. No one will suffer dismissal, disciplinary action, or any other detriment for refusing to participate in fraud or in the facilitation of tax evasion, or for reporting a concern in good faith. Workers who make a protected disclosure have statutory protection under the Employment Rights Act 1996. Anyone who believes they have suffered detriment for raising a concern should inform the CFO or a director immediately.

15. Training and Communication

• All new personnel receive training on this policy as part of induction, and all personnel receive refresher training at least annually, with additional targeted training for roles in finance, payroll, procurement and sales.

• All personnel are asked annually to confirm in writing that they have read and will comply with this policy.

• The Company’s zero-tolerance position is communicated to suppliers, contractors, agents and other Associated Persons at the outset of the relationship and reinforced as appropriate thereafter.

• Completion of training and attestations is recorded and monitored by the CFO.

16. Breach of this Policy

Breach of this policy by an employee will be treated as a serious disciplinary matter under the Disciplinary Policy and may constitute gross misconduct justifying summary dismissal. Breach by a contractor, agent or other Associated Person may result in immediate termination of the engagement. The Company may also report the conduct to the relevant authorities and pursue civil remedies. Conduct prohibited by this policy may expose the individual concerned to personal criminal liability, including imprisonment.

17. Policy Review and Governance

This policy is reviewed by the CFO at least annually, and sooner following a material change in law (including any change to the scope of section 199 of ECCTA), a material change to the business or an incident that reveals a control weakness. Material changes are approved by the Board.

The effectiveness of the prevention procedures is monitored through the control testing described in section 12, the analysis of reports and near misses, and feedback from personnel, which is encouraged and should be directed to the CFO. The current version of this policy, together with all previous versions, is maintained by the CFO and is available to all personnel on request.

Appendix A: Fraud Red Flags

The following are illustrative, not exhaustive. Encountering a red flag does not mean fraud has occurred, but it must be reported to the CFO promptly.

• An instruction, especially an urgent one, to change a supplier’s bank details, or a payment request that bypasses normal approval steps.

• Invoices that are non-standard, rounded, duplicated, from newly created entities, or unsupported by a purchase order or evidence of delivery.

• A counterparty that refuses to provide information during due diligence, will not put agreed terms in writing, or insists on unusual payment routes.

• Pressure to record revenue, usage or costs in a period or category that does not reflect the underlying transaction.

• Expense or overtime claims that are inconsistent with records, systems data or the pattern of work actually performed.

• Reluctance by any individual to take leave, share tasks or allow oversight of a process they control alone.

• Communications purporting to come from a senior manager or client directing an unusual payment or disclosure of credentials.

Appendix B: Tax Evasion Facilitation Red Flags

• A request by a counterparty to be paid, or to pay, in cash, or to route a payment to a third party or to an account in a jurisdiction unconnected with it.

• A request to misdescribe a supply on an invoice, to split or re-date invoices, to omit VAT, or to address invoices to a different entity from the one receiving the supply.

• A contractor or worker asking to be paid gross, offshore, or through a structure whose evident purpose is to conceal income from a tax authority.

• A counterparty asking the Company not to issue documentation, or to provide documentation that differs from the underlying transaction.

• Indications that a supplier or intermediary is not registered for, or is not accounting for, taxes that its business would ordinarily attract.

• Any suggestion that a payment, discount or arrangement should be kept off the record of either party.

If in doubt about whether something is a red flag, raise it. An unnecessary query costs minutes; an unreported red flag can cost the Company its only defence.