Introduction

Founded and headquartered in Cambridge, UK, Darktrace was started in 2013 by mathematicians and cyber defense experts from the University of Cambridge. The company was the first to develop autonomous AI technology for cyber security. Since inception, Darktrace plc and its subsidiaries (together ‘the Group’) have grown rapidly and today the Group, headquartered in Cambridge, UK, employs over 1,600 employees worldwide. The Group’s tax strategy for period ending June 30, 2022 has been prepared in accordance with paragraph 19(2) of Schedule 19 to Finance Act 2016. This strategy applies to all UK and worldwide taxes, which include, but are not limited to:

• All corporate income taxes
• Indirect taxes (e.g. VAT)
• Employment taxes (e.g. PAYE, National Insurance)
• Other applicable tax matters

The Group’s tax strategy aims to ensure that all tax affairs are conducted in a manner which is transparent and in compliance with local tax requirements.

This strategy is reviewed annually and applies from the date of publication until superseded.

Governance

The Group Tax Department is responsible for the delivery of tax strategy approved by the Board of Directors (‘the Board’). Reporting to the Group Chief Financial Officer (‘CFO’) and overseeing all tax activities across the Group entities, the department is based in Cambridge and is an integral part of the central Group finance function. The Group Tax Department is responsible for all tax matters, providing advice and support to Group level functions, supporting the Group in respect of significant transactions, as well as managing tax compliance obligations. The Group Tax Department is also responsible for the development, maintenance and review of tax procedures, controls, and policies.

The Group’s CFO participates in all substantive decisions involving tax matters and is regularly informed about relevant tax developments impacting the Group, raising tax issues to the Board as appropriate.

Attitude to Tax Risk and Tax Planning

As an international organisation, the Group understands that it is exposed to tax risks arising from uncertainties in tax legislation as well as an increasingly complex international tax environment. While it is aware that these risks may not be eliminated completely, the Group endeavours to minimise the risk by ensuring compliance processes are implemented and reviewed, and that external advisors are engaged as and when appropriate.

The Group does not engage in high risk or aggressive tax planning, or artificial transactions whose aim is to gain tax advantage. Any planning around tax is a result of genuine commercial activities and the Group seeks to structure itself in a manner which is compliant with all applicable tax regulations, but which is also efficient. For example, the Group takes advantage of available statutory reliefs, such as R&D tax relief in the UK.

The Group will continue to structure itself in line with business requirements, while ensuring Darktrace has robust controls and processes to allow the Group to manage tax risks effectively, seeking adequate external tax advice as and when required.

Relationship with HMRC and Other Tax Authorities

The Group supports open and transparent relationships with fiscal authorities, including HMRC and all other relevant global tax authorities. This is achieved through prompt exchange of requested information, proactive engagement with the authorities and through open dialogue to address any relevant tax matters.

Any accidental errors which may arise in tax submissions to HMRC or other tax authorities are disclosed as soon as possible once corrections have been identified.

Versioning

This policy was last amended on November 8, 2021. We update and review this policy annually. Any updates will be noted in the version notes below.

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