Modern Slavery Statement

Introduction & commitment

This statement is made by Centili Group Ltd. (“Centili”, “we”, “us” or “our”) and sets out the steps we take to understand, identify and reduce the risk of modern slavery and human trafficking occurring within our business and our supply chain. It is published in the spirit of section 54 (Transparency in Supply Chains) of the Modern Slavery Act 2015.

We recognise that we may not currently meet the £36 million annual turnover threshold at which a slavery and human trafficking statement becomes a statutory obligation under the Act. We nonetheless publish this statement voluntarily, as a matter of principle and good governance, and we are committed to maintaining and improving our approach as our organisation grows. Where this statement describes aspirations or developing practices, rather than fully embedded controls, we say so openly.

Modern slavery is a crime and a violation of fundamental human rights. It takes various forms, including slavery, servitude, forced or compulsory labour, debt bondage, child labour and human trafficking, all of which have in common the deprivation of a person’s liberty by another in order to exploit them for personal or commercial gain. We have a zero-tolerance approach to modern slavery and we are committed to acting ethically and with integrity in all our business relationships, and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains.

Our organisation, structure & supply chains

Centili Group Ltd. is a company incorporated in England and Wales, United Kingdom (company number [Company number — to be confirmed]), with its registered office at [Registered office address — to be confirmed], United Kingdom. We operate in the mobile payments and digital commerce sector, providing direct-carrier-billing, mobile-payment and content-monetisation services together with SIM-layer security solutions to merchants, content providers, mobile network operators and other partners across multiple jurisdictions. Further information about our services is available at centiligroup.com.

Our workforce is predominantly skilled, professional and office- or remote-based, comprising employees and a limited number of contractors. The nature of our business means our direct labour-exploitation risk is comparatively low. We nonetheless recognise that risk can exist within our wider supply chain, and we assess our suppliers accordingly.

Our supply chain consists principally of the following categories of supplier and counterparty:

Policies relating to modern slavery

We operate a number of internal policies that, together, reflect our commitment to acting ethically and with integrity in our business relationships and to preventing slavery and human trafficking in our operations and supply chain. These include:

• Anti-slavery and human trafficking. Our commitment to a zero-tolerance approach and the standards we expect of everyone who works for us or on our behalf.
• Code of conduct & business ethics. The standards of honest, lawful and ethical conduct we expect from our employees, officers and contractors.
• Recruitment & employment. We operate a robust recruitment process, including verifying each new worker’s right to work in the United Kingdom (or the relevant jurisdiction) and confirming their identity, to safeguard against human trafficking or individuals being forced to work against their will.
• Whistleblowing. We encourage all workers, customers and other business partners to report any concerns, including any circumstances that may give rise to an enhanced risk of slavery or human trafficking, without fear of retaliation. See our reporting channels and the Reporting concerns section below.
• Supplier code of conduct & procurement. We expect those in our supply chain and contractor base to comply with our values and with applicable anti-slavery and labour law. This sits alongside our Acceptable Use Policy, AML & KYC Policy and Sanctions Policy.

These policies are reviewed periodically and updated to reflect changes in our business, in our supply chain and in applicable law and best practice.

Due diligence & supplier expectations

We undertake due diligence when considering taking on new suppliers and counterparties, and review our existing suppliers periodically on a risk basis. Our due diligence and review processes are intended to:

• identify and assess potential risk areas in our supply chain;
• mitigate the risk of slavery and human trafficking occurring in our supply chain;
• monitor potential risk areas in our supply chain; and
• protect whistleblowers and require remediation where issues are identified.

What we expect of our suppliers

As part of our onboarding and contracting process, we expect suppliers and business partners to:

• comply with the Modern Slavery Act 2015 and all other applicable anti-slavery, labour, employment and human rights laws in the jurisdictions in which they operate;
• ensure that workers are employed lawfully and treated fairly, that wages meet applicable legal minimums, and that no worker is required to lodge deposits or identity documents as a condition of employment;
• not use any form of forced, bonded, compulsory or child labour;
• take reasonable steps, proportionate to their size and risk, to ensure that slavery and human trafficking are not taking place within their own operations or supply chains; and
• cooperate with reasonable requests for information, attestations or audits and notify us promptly of any actual or suspected breach.

Where appropriate, we incorporate anti-slavery and human-trafficking provisions, and the right to terminate for breach, into our supplier contracts. We reserve the right to decline to work with, or to discontinue our relationship with, any supplier that fails to meet these expectations or that does not take satisfactory remedial action when issues are raised.

Risk assessment & management

We take a risk-based approach to modern slavery, focusing our resources where the potential for harm is greatest. In assessing risk, we consider factors including:

• Sector risk — whether a supplier operates in a sector with a recognised elevated risk of labour exploitation (for example, facilities management, cleaning, security or low-skilled outsourced labour);
• Geographic risk — whether goods or services are sourced from, or labour is engaged in, jurisdictions with weaker labour protections or higher prevalence of modern slavery;
• Product & service risk — whether the nature of the goods or services involves complex, opaque or multi-tiered supply chains; and
• Engagement risk — the use of recruitment agencies, sub-contracting, or third-party labour where visibility of working conditions may be reduced.

Because the substantial majority of our spend is with established, regulated technology, telecommunications and professional-services providers, we assess our overall residual modern-slavery risk as low. We nonetheless keep this assessment under review, and we direct enhanced scrutiny towards medium-risk categories such as outsourced facilities and services. Where we identify an actual or potential instance of modern slavery in our operations or supply chain, our priority is the safety and welfare of any affected individuals: we will support remediation, engage the relevant supplier and, where appropriate, report the matter to the relevant authorities.

Training & awareness

To ensure a sufficient understanding of the risks of modern slavery and human trafficking in our business and supply chains, we provide awareness information to relevant employees, in particular those involved in recruitment, procurement and the management of supplier relationships. This is intended to help our people:

• recognise the signs and indicators of slavery, forced labour and human trafficking;
• understand the steps they should take if they suspect that modern slavery may be occurring;
• understand the basic principles of the Modern Slavery Act 2015; and
• know how and to whom concerns can be reported, and the protections available to those who raise them.

We will continue to develop our training and awareness programme as our organisation grows and as we refine our internal controls.

Reporting concerns

We encourage anyone — whether an employee, contractor, supplier, customer or member of the public — who has reason to believe that modern slavery or human trafficking is taking place, or is at risk of taking place, in connection with our business or supply chain to report their concern to us. Concerns can be raised in confidence by email to compliance@centili.co.uk. We will treat all reports seriously, handle them as confidentially as the circumstances allow, and ensure that no individual suffers detriment as a result of raising a genuine concern in good faith.

If you believe that someone is in immediate danger, please contact the emergency services on 999. In the United Kingdom, concerns about modern slavery can also be reported to the Modern Slavery & Exploitation Helpline on 08000 121 700, or to the police on 101.

Governance & approval

The board of directors of Centili Group Ltd. has overall responsibility for ensuring that this statement complies with our legal and ethical obligations, and that all those under our control comply with it. Day-to-day responsibility for implementing this statement, overseeing the related policies and monitoring their use and effectiveness is delegated to senior management, supported by the compliance function.

This statement is reviewed at least annually and updated as necessary to reflect changes in our business, our supply chain and applicable law and best practice. This statement has been approved by the board of directors of Centili Group Ltd..

Contact

To discuss this statement, to raise a concern relating to modern slavery or human trafficking, or to request further information about our approach, please contact our compliance team:

• Email: compliance@centili.co.uk
• Centili Group Ltd.
• [Registered office address — to be confirmed], United Kingdom