Anti-Tax Evasion Policy

Last updated: 1 February 2026

1. Introduction

Bourn Technologies Limited (“Bourn” or the “Company” or “Our” or “We”) has a registered office address at 3rd Floor, 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE. The Company aims to revolutionise business financing in the United Kingdom (“UK”) by becoming the leading enabler of flexible, efficient, and transparent working capital solutions, fostering a thriving ecosystem where businesses can flourish without financial constraints. Bourn’s goal is to empower UK businesses with seamless, scalable, and secure working capital solutions through innovative, automated, and real-time financial services, ensuring continuous growth and financial stability.

Bourn’s product is a modern, digital finance platform designed for banks and non-bank finance providers to enable better and quicker decision-making on their portfolio of small-to-medium-sized business (“SMB”) clients seeking receivable finance. This, coupled with a "Flexible Trade Account" (or FTA) underpinned by our e-Money infrastructure, offered to SMB clients immediate access to funding and more efficient accounting and payment operations.

Bourn is committed to the prevention, deterrence, and detection of criminal tax evasion and the criminal facilitation of tax evasion. This document sets out the Company's policy for preventing the criminal facilitation of tax evasion and the standards and procedures required to ensure compliance with the Policy.

This Policy forms part of Bourn’s wider financial crime prevention framework and supports compliance with applicable regulatory requirements, including those arising under the Financial Services and Markets Act 2000, the FCA Handbook, and guidance issued by HM Revenue & Customs in relation to the Criminal Finances Act 2017. The Policy applies to all activities undertaken by the Company in connection with its e-money issuance, payment services, and related regulated and unregulated activities.

The primary purpose of this Anti-Tax Evasion Policy (hereinafter – the Policy) is to:

Set out responsibilities of the Company and its employees in observing and upholding our position on preventing the criminal facilitation of tax evasion; and
Provide information and guidance to the employees on how to recognise and avoid tax evasion.

The Company realises that as an employer, if it fails to prevent employees from facilitating tax evasion, it can be subject to criminal sanctions, including an unlimited fine, as well as exclusion from tendering for public contracts and damage to our reputation. Bourn, therefore, takes its legal responsibilities seriously.

The Company has conducted a documented, enterprise-wide risk assessment of exposure to the criminal facilitation of tax evasion, which is reviewed at least annually and following material business, regulatory, or product changes. The risk assessment considers customer, product, jurisdictional, and channel exposure and directly informs the proportionality of Bourn’s prevention procedures.

The Company’s zero-tolerance approach to tax evasion and foreign tax evasion must be communicated to all suppliers, contractors, and business partners at the outset of our business relationship with them and as appropriate after that. For higher-risk relationships, contractual terms may require associated persons to maintain appropriate tax compliance frameworks, provide attestations, or permit termination for breach of this Policy.

The list of potential ‘red flag’ scenarios included in the Section 7 includes specific identified risks in addition to more general risks.

This Policy applies to all individuals working at all levels of Bourn, including senior managers, officers, directors, employees, consultants, contractors, trainees, homeworkers, part-time and fixed-term workers, and agency staff, all of whom are collectively referred to as “employees” in this document.

2. Definitions

“Associated person” means an individual or entity who performs services for or on behalf of the Company, including but not limited to employees, agents, contractors, consultants, intermediaries, introducers, outsourced service providers, and any other person acting under the authority of the Company, regardless of where they are located.
“Company” means Bourn Technologies Limited.
“Electronic money” means electronically (including magnetically) stored monetary value as represented by a claim on the electronic money issuer which:
- is issued on receipt of funds for the purpose of making payment transactions
- is accepted by a person other than the electronic money issuer
- is not excluded by regulation 3 of the EMR
“FCA” means Financial Conduct Authority – the UK regulator for financial services firms, including Electronic Money Institutions.
“Foreign tax evasion” means evading tax in a foreign country, provided that conduct is an offence in that country and would be a criminal offence if committed in the UK. As with tax evasion, the element of fraud means there must be deliberate action, or omission with dishonest intent.
“Tax evasion” means the offence of cheating the public revenue or fraudulently evading UK tax and is a criminal offence. The offence requires an element of fraud, which means there must be deliberate action, or omission with dishonest intent.
“Tax evasion facilitation” means being knowingly concerned in, or taking steps with a view to, the fraudulent evasion of tax (whether UK tax or tax in a foreign country) by another person, or aiding, abetting, counselling or procuring the commission of that offence. Tax evasion facilitation is a criminal offence, where it is done deliberately and dishonestly.
“Third party” means any individual or organisation employees of Bourn come into contact with during the course of the employment, and includes actual and potential clients, customers, suppliers, distributors, business contacts, agents, advisers, and government and public bodies, including their advisers, representatives and officials, politicians and political parties.

3. Policy Statements

It is the policy of Bourn to conduct all of its business in an honest and ethical manner. The Company takes a zero-tolerance approach to facilitation of tax evasion, whether under UK law or under the law of any foreign country.

Bourn is committed to acting professionally, fairly and with integrity in all business dealings and relationships wherever it operates and implementing and enforcing effective systems to counter tax evasion facilitation.

Bourn has adopted this Policy as part of its reasonable prevention procedures designed to prevent associated persons from criminally facilitating tax evasion. These procedures are proportionate to the risks faced by the Company and are informed by regular risk assessments, due diligence on associated persons, training, and ongoing monitoring.

Bourn upholds all laws relevant to countering tax evasion in the UK (the jurisdiction in which we operate), including the Criminal Finances Act 2017.

Bourn recognises the statutory corporate offences under Part 3 of the Criminal Finances Act 2017 relating to the failure to prevent the facilitation of UK tax evasion and foreign tax evasion. This Policy constitutes Bourn’s reasonable prevention procedures for the purposes of the CFA 2017.

HMRC Guiding Principles

This Policy has been designed and implemented in accordance with HM Revenue & Customs’ six guiding principles for reasonable prevention procedures under Part 3 of the Criminal Finances Act 2017.

In particular, Bourn’s approach reflects:

Proportionate procedures, based on the nature, scale, and complexity of the Company’s activities;
Top-level commitment, demonstrated through Board approval, oversight, and a zero-tolerance stance on the facilitation of tax evasion;
Risk assessment, through documented and regularly refreshed assessments of exposure to the facilitation of UK and foreign tax evasion;
Due diligence, applied on a risk-based basis to associated persons, customers, suppliers, and business partners;
Communication and training, to ensure employees and associated persons understand the risks and their responsibilities; and
Monitoring and review, to assess the effectiveness of prevention procedures and drive continuous improvement.

4. Governance

The Board affirms its responsibility for establishing and maintaining an effective framework of reasonable prevention procedures and for setting the tone for compliance across the Company. The Board shall review this Policy at least annually, and more frequently where required due to changes in the Company’s business model, risk profile, or applicable laws and regulations.

Management at all levels is responsible for ensuring those reporting to them understand and comply with this Policy and are given adequate and regular training on it.

Risk-based due diligence procedures shall apply prior to engagement of associated persons. Such procedures may include verification of beneficial ownership, tax residency, regulatory status, contractual representations and warranties relating to tax compliance, and ongoing monitoring proportionate to assessed risk.

The Chief Growth Officer is responsible for ensuring that business development, sales, and partnership activities are conducted in compliance with this Policy and that employees within those functions understand and adhere to the Company’s zero-tolerance approach to the facilitation of tax evasion.

The Head of Legal, Risk and Compliance (“HLRC”) has primary and day-to-day responsibility for implementing this Policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in preventing the facilitation of tax evasion. They are also responsible for maintaining and periodically refreshing the tax evasion facilitation risk assessment. The assessment shall be reviewed at least annually and presented to the Board for approval or noting.

The HLRC is also the Money Laundering Reporting Officer (“MLRO”), who is responsible for overseeing the Company’s arrangements for identifying, assessing, and managing risks relating to tax evasion and the criminal facilitation of tax evasion as part of the Company’s wider financial crime framework. The MLRO is responsible for:

Receiving and assessing internal reports of suspected tax evasion or tax evasion facilitation made under this Policy.
Determining whether matters reported require escalation, further action, or reporting to relevant authorities, where appropriate.
Ensuring that reports are handled confidentially and in compliance with applicable legal and regulatory requirements.
Escalating material issues or significant breaches to the Head of Legal, Risk and Compliance and, where appropriate, to senior management or the Board.

Bourn shall maintain arrangements to monitor the effectiveness of its prevention procedures, which may include thematic reviews, incident analysis, sample testing, and ongoing monitoring of associated persons.

Employees must:

Comply with this Policy.
Avoid any activity that might lead to, or suggest, a breach of this Policy.
Notify their manager or the Money Laundering Reporting Officer as soon as possible if they believe or suspect that a breach of this Policy has occurred or may occur in the future. Potential “red flag” scenarios that may indicate tax evasion are set out in Section 7.

Employees are invited to comment on this Policy and suggest ways in which it might be improved. Comments, suggestions and queries should be addressed to the HLRC.

The Head of Legal, Risk and Compliance is responsible for maintaining records relating to the implementation of this Policy, including risk assessments, due diligence undertaken on associated persons, training records, reported concerns, investigations, and outcomes. Such records shall be retained for a minimum of six years and made available to regulators or authorities upon lawful request.

5. What is Tax Evasion?

Under the Criminal Finances Act 2017, a separate criminal offence is automatically committed by a corporate entity or partnership where the tax evasion is facilitated by a person acting in the capacity of an “associated person” to that body. For the offence to be made out, the associated person must deliberately and dishonestly take action to facilitate the tax evasion by the taxpayer. If the associated person accidentally, ignorantly, or negligently facilitates the tax evasion, then the corporate offence will not have been committed. The Company does not have to have deliberately or dishonestly facilitated the tax evasion itself; the fact that the associated person has done so creates the liability for the Company.

Tax evasion is not the same as tax avoidance or tax planning. Tax evasion involves deliberate and dishonest conduct. Tax avoidance is not illegal and involves taking steps, within the law, to minimise tax payable (or maximise tax reliefs).

The prevention of the criminal facilitation of tax evasion is separate from, and additional to, Bourn’s obligations under anti-money laundering and counter-terrorist financing legislation.

While tax evasion may also constitute a predicate offence for money laundering, the corporate offences under the Criminal Finances Act 2017 impose distinct obligations on the Company. Employees must not assume that tax evasion concerns are addressed solely through AML controls and must escalate concerns in accordance with this Policy.

In this Policy, all references to tax include national insurance contributions (and their equivalents in any non UK jurisdiction).

6. What Employees Must Not Do

It is not acceptable for employees (or someone on their behalf) to:

Engage in any form of facilitating tax evasion or foreign tax evasion;
Aid, abet, counsel, or procure the commission of a tax evasion offence or foreign tax evasion offence by another person;
Fail to promptly report any request or demand from any third party to facilitate the fraudulent evasion of tax (whether UK tax or tax in a foreign country), or any suspected fraudulent evasion of tax (whether UK tax or tax in a foreign country) by another person, in accordance with this Policy;
Engage in any other activity that might lead to a breach of this Policy; or
Threaten or retaliate against another individual who has refused to commit a tax evasion offence or a foreign tax evasion offence or who has raised concerns under this Policy.

Breaches of this Policy may result in disciplinary action, up to and including termination of employment or contract.

Where breaches involve customers, suppliers, or other associated persons, Bourn may also take appropriate action, including suspension or termination of the business relationship, contractual remedies, exit of the customer, and reporting to regulatory, law enforcement, or tax authorities where required.

7. Potential Risk Scenarios: “Red Flags”

The following is a list of possible red flags that may arise during the course of employment, and which may raise concerns related to tax evasion or foreign tax evasion. The list is not intended to be exhaustive and is for illustrative purposes only. If an employee encounters any of these red flags, they must report them promptly to their manager or to the Money Laundering Reporting Officer or use the procedure set out in the Whistleblowing Policy:

Employee becomes aware, that a third party has made or intends to make a false statement relating to tax, has failed to disclose income or gains to, or to register with, HMRC (or the equivalent authority in any relevant non-UK jurisdiction), has delivered or intends to deliver a false document relating to tax, or has set up or intends to set up a structure to try to hide income, gains or assets from a tax authority.
Employee becomes aware that a third party has deliberately failed to register for VAT (or the equivalent tax in any relevant non-UK jurisdiction) or failed to account for VAT.
A third-party requests payment in cash and/or refuses to sign a formal commission or fee agreement, or to provide an invoice or receipt for a payment made.
Employee becomes aware that another employee asks to be treated as a self-employed contractor, but without any material changes to their working conditions.
A third-party request that payment is made to a country or geographic location different from where the third party resides or conducts business.
A third party to whom the Company has provided services requests that their invoice is addressed to a different entity, where the Company did not provide services to such entity directly.
A third party to whom the Company have provided services asks to change the description of services rendered on an invoice in a way that seems designed to obscure the nature of the services provided.
Employee receives an invoice from a third party that appears to be non-standard or customised.
A third party insists on the use of side letters or refuses to put terms agreed in writing or asks for contracts or other documentation to be backdated.
Employee notices that the Company has been invoiced for a commission or fee payment that appears too large or too small, given the service stated to have been provided.
A third-party request or requires the use of an agent, intermediary, consultant, distributor or supplier that is not typically used by or known to the Company.
A third party to whom the Company has provided services requests a particular contract structure that may facilitate tax evasion.
Employee becomes aware that the travel-to-work patterns of another employee have been manipulated to avoid payroll taxes.
A third-party to whom the Company has sold goods/provided services, requests that the value of the goods/services (including those that are provided under warranty) is reduced on the invoice.

Customer and Transaction Controls

In addition to employee-focused controls, Bourn applies risk-based controls to customers, transactions, and payment activity to mitigate the risk of facilitating tax evasion.

These controls include, where appropriate:

Assessment of customer business activity, tax residency, and expected transaction behaviour at onboarding;
Monitoring for inconsistencies between a customer’s stated business purpose and observed payment flows;
Review of unusual invoicing patterns, invoice value manipulation, or payment routing that may indicate VAT fraud or tax evasion;
Periodic customer reviews informed by transaction monitoring, adverse media screening, and risk reassessment; and
Escalation of identified concerns to the Head of Legal, Risk and Compliance for review and determination.

8. Reporting a Concern

Employees are encouraged to raise concerns about any issue or suspicion of tax evasion or foreign tax evasion at the earliest possible stage, including confidentially by contacting regulation@bourn.ai, the MLRO, or via the Company’s Whistleblowing Policy.

If an employee becomes aware of any fraudulent evasion of tax (whether UK tax or tax in a foreign country) by another person in the course of their work, or are asked to assist another person in their fraudulent evasion of tax (whether directly or indirectly), or if they believe or suspect that any fraudulent evasion of tax has occurred or may occur, whether in respect to UK tax or tax in a foreign country, they must notify the Money Laundering Reporting Officer or report it in accordance with the Company’s Whistleblowing Policy as soon as possible.

If an employee is unsure about whether a particular act constitutes tax evasion or foreign tax evasion, they must still raise it with their manager or the MLRO as soon as possible. Employees must note that the corporate offence is only committed where you deliberately and dishonestly take action to facilitate tax evasion or foreign tax evasion. If an employee does not take any such action, then the offence will not be made out. However, a deliberate failure to report suspected tax evasion or foreign tax evasion, or “turning a blind eye” to suspicious activity, could amount to criminal facilitation of tax evasion.

9. Protection of Whistleblowers

Employees who raise concerns or report another’s wrongdoing are sometimes worried about possible repercussions. Bourn aims to encourage openness and will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken.

The Company is committed to ensuring no one suffers any detrimental treatment as a result of:

Refusing to take part in, be concerned in, or facilitate tax evasion or foreign tax evasion by another person;
Refusing to aid, abet, counsel, or procure the commission of a tax evasion offence or a foreign tax evasion offence by another person; or
Reporting in good faith their suspicion that an actual or potential tax evasion offence or foreign tax evasion offence has taken place or may take place in the future.

Detrimental treatment includes dismissal, disciplinary action, threats, or other unfavourable treatment connected with raising a concern. If an employee believes that they have suffered any such treatment, they should inform the Money Laundering Reporting Officer immediately.

10. Training and Communication

Training on this Policy forms part of the induction process for all employees, and regular training will be provided as necessary. Such training may form part of wider financial crime detection and prevention training. Bourn will ensure that mandatory training on this Policy is provided to those employees, workers and associated persons who have been identified as being at risk of exposure to criminal tax evasion, at least once every year.

Bourn maintains appropriate records evidencing the implementation of this Policy, including risk assessments, training completion records, due diligence undertaken on associated persons, and reports of concerns raised and actions taken.

Records pertaining to risk assessments, training, due diligence, incidents, escalations, and monitoring shall be retained for not less than six years.

11. Policy Review

This Policy is owned by the Head of Legal, Risk & Compliance and is reviewed at least annually to ensure it remains appropriate, effective, and aligned with Bourn’s business activities and risk profile. The Policy may be reviewed more frequently where required, including in response to regulatory change, business growth, or the emergence of new or heightened modern slavery and human trafficking risks.

Material changes to this Policy are subject to approval by the Board of Directors.