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Anti-Money Laundering & KYC Policy

This policy sets out the framework Misc Holdings Ltd. and its operating subsidiaries apply to prevent money laundering, terrorist financing, fraud, bribery, and other financial crime. It applies to every director, officer, employee, contractor, and counterparty of the Misc Holdings group.

Document
AML / KYC
Version
2.0
Effective
1 January 2026
Owner
Compliance & Conduct Committee

1.0Scope and ownership

This policy applies to Misc Holdings Ltd. (the "Company") and to every operating subsidiary in which the Company holds a controlling interest (together, the "Group"). It is owned by the Compliance & Conduct Committee of the Board, which delegates day-to-day enforcement to the Group MLRO (Money Laundering Reporting Officer).

Where an operating subsidiary is independently regulated, the relevant local AML programme governs that subsidiary's operations and is reviewed annually for consistency with this Group-wide policy. Where local law imposes a higher standard, local law prevails.

2.0Regulatory standards

This policy is designed to meet or exceed:

  • The U.S. Bank Secrecy Act and FinCEN regulations applicable to U.S.-domiciled entities and counterparties.
  • The recommendations of the Financial Action Task Force (FATF), including the 40 Recommendations as periodically updated.
  • U.S. Treasury Office of Foreign Assets Control (OFAC) sanctions programmes.
  • UK HM Treasury, EU Council, and UN sanctions programmes where applicable to counterparties.
  • The Wolfsberg Group AML guidance for private banking and investment vehicles, applied analogously to a closely-held holding company.

3.0Risk-based approach

The Group adopts a risk-based approach. Counterparties, transactions, geographies, and operating sectors are assigned an inherent risk rating, and the level of due diligence, monitoring, and approval is calibrated to that rating.

Risk factors considered

  • Geography of counterparty domicile, beneficial ownership, and source of funds, with reference to FATF high-risk jurisdiction lists.
  • Counterparty type and structure, including the use of nominee directors, trusts, or layered holding vehicles.
  • Politically Exposed Person (PEP) status, including domestic, foreign, and international-organisation PEPs and their close associates and family members.
  • Sector-level risk, including elevated scrutiny of cash-intensive, dual-use, and sanctions-sensitive industries.
  • Transaction size, frequency, payment method, and consistency with the counterparty's known economic profile.

4.0Customer due diligence

Before establishing any new investor, vendor, or material commercial relationship, the Group conducts customer due diligence (CDD) appropriate to the assessed risk:

  1. Identification — collection of legal name, registered address, date of incorporation or birth, jurisdiction, registration identifier, and a current authoritative document evidencing the same.
  2. Verification — independent verification against reliable, independent sources (registries, regulator filings, certified document copies, qualified third-party data providers).
  3. Beneficial ownership — identification of all natural persons holding 25% or more of the equity or voting rights of any non-public legal entity, together with persons exercising control by other means.
  4. Purpose of relationship — documentation of the intended nature, expected size and frequency of transactions, and source of funds.
  5. Sanctions and PEP screening — see the PEP & Sanctions Screening Policy.

5.0Enhanced due diligence

Enhanced due diligence (EDD) is mandatory for any counterparty assessed as higher-risk, including:

  • PEPs and their close associates and immediate family.
  • Counterparties domiciled in or with material exposure to FATF-listed high-risk or monitored jurisdictions.
  • Counterparties whose ownership, control, or source of funds cannot be satisfactorily verified through standard CDD.
  • Transactions structured in a manner inconsistent with the counterparty's known economic activity.

EDD requires a documented narrative of the source of wealth and source of funds, additional verification documentation, and approval by the Group MLRO. Material EDD outcomes are reported to the Compliance & Conduct Committee.

6.0Ongoing monitoring

Counterparty relationships are subject to periodic review, with the frequency determined by risk rating: standard-risk relationships are reviewed every three years, higher-risk relationships annually, and PEP relationships at least annually with continuous transaction monitoring.

Any material change in counterparty status, beneficial ownership, sanctions designation, adverse media, or transaction pattern triggers an immediate review out of cycle.

7.0Suspicious activity reporting

Any director, officer, employee, or contractor of the Group who knows, suspects, or has reasonable grounds to suspect that funds or activity may be linked to money laundering, terrorist financing, or other financial crime must report the matter to the Group MLRO without delay and without informing the counterparty (no tipping-off).

The Group MLRO is responsible for evaluating internal reports and, where required, filing Suspicious Activity Reports (SARs) with the appropriate financial-intelligence unit. The Group will not engage in any transaction that the Group MLRO has determined cannot be processed without breaching applicable AML or sanctions law.

8.0Records and retention

The Group retains all CDD documentation, transaction records, internal reports, SAR copies, and decisions of the Group MLRO for a minimum of seven years from the end of the relevant relationship or transaction, or for such longer period as may be required by applicable law.

9.0Training

All directors, officers, and employees of the Group complete AML and sanctions training upon onboarding and at least annually thereafter. Training is calibrated to role and risk exposure. Records of training completion are maintained by the Group MLRO.

10.0Independent testing

The effectiveness of this policy and the broader AML programme is tested at least annually by a function independent of operational compliance. Findings are reported to the Compliance & Conduct Committee and remediation is tracked to closure.

11.0Escalation and contact

Reports under this policy, requests for clarification, and counterparty AML inquiries should be directed to the Group MLRO via the Compliance & Conduct Committee channel. Anonymous reports are accepted; retaliation against good-faith reporters is prohibited and a disciplinable offence.

Questions about this document should be directed to the Compliance & Conduct Committee at compliance@misc.ltd. This policy is reviewed at least annually and may be updated without notice; the version number above governs.