The group policy that governs how HyperNext is run. It sets out our governance framework and roles, our code of conduct, the purchasing policy, purchase process, closed-RFP procurement mechanism and contract system that govern how we spend, and our positions on anti-bribery, conflicts of interest, human rights and whistleblowing, aligned with the laws and international standards that apply to our business.
To our customers, partners and colleagues,
We are building infrastructure that organisations trust with their most important systems and, increasingly, with the models that will shape their future. Trust of that kind is not won with a brochure. It is earned in how a company actually behaves when a contract is awarded, when a supplier is chosen, and when a difficult call has to be made. That is why governance and ethics sit at the centre of HyperNext, not at the edge.
This document is our group policy on governance and ethics. It applies to every HyperNext entity and to everyone who acts on our behalf, and it is written to the standard expected of a serious international operator, aligned with the law wherever we work and with international norms such as the UN Global Compact, the UN Guiding Principles on Business and Human Rights, and the principles behind ISO 37001 on anti-bribery.
We run this company on policy, not on personality. Significant decisions follow a written process and a defined authority, so that they are consistent, fair and able to stand up to scrutiny long after they are made. Nowhere is that more important than in how we spend. Every procurement is competitive by default: we invite multiple qualified bidders, we run a closed, two-envelope request-for-proposal in which bids are submitted in confidence and evaluated systematically against criteria set before bidding begins, and we award on merit through a disciplined contract system. We do not hand out work quietly to a favoured few.
We hold a zero-tolerance position on bribery and corruption, we respect human rights and act against modern slavery in our operations and our supply chain, and we expect the partners who work with us to meet the same standards. And if anyone ever sees something that does not look right, they can tell us in confidence, without fear, at confidential@hypernxt.com, with direct access to the Board where it is needed.
I expect every one of us, and everyone who works with us, to uphold what follows. We intend to be held to it.
| Field | Detail |
|---|---|
| Policy title | Governance and Ethics Policy |
| Classification | Public |
| Version | 2.0 |
| Effective date | February 2024 |
| Policy owner | Office of the Chief Financial Officer, with the Company Secretary |
| Approved by | The Board of HyperNext Data Center Limited |
| Next review | February 2025, or earlier on material change |
| Applies to | All HyperNext entities, their directors, officers and employees, and third parties acting on their behalf |
| Version | Summary of change |
|---|---|
| 1.0 | Initial governance and ethics statement. |
| 2.0 | Expanded to a full group policy: scope and applicability, roles and responsibilities, purchasing policy, supplier due diligence, gifts and conflicts, modern slavery, an expanded speak-up policy, compliance and monitoring, and definitions and references. |
This policy sets the standards of governance and business ethics that apply across HyperNext. It exists to protect the company, its customers, its people and its counterparties; to ensure decisions are made fairly, lawfully and on merit; and to give everyone a clear, common reference for how we are expected to behave.
It covers our governance framework and roles; our code of conduct; our purchasing policy, purchase process, procurement mechanism and contract system; anti-bribery and anti-corruption; gifts, hospitality and conflicts of interest; modern slavery and human rights; whistleblowing; and the compliance and monitoring that hold it all together.
HyperNext runs on a defined governance framework. The Board sets direction and oversight, written policies set the standards, a delegation of authority sets who may decide what, and a separation of duties ensures no single person controls a decision end to end. Assurance follows the three-lines model: the business owns its risks and controls, compliance and risk functions oversee them, and internal audit independently tests them.
| Role | Responsibility |
|---|---|
| The Board | Approves this policy and reserved matters; oversees risk, compliance, ethics and culture. |
| Audit and Risk Committee | Oversees controls, the whistleblowing mechanism and investigations; reviews compliance reporting. |
| Chief Executive Officer | Sets the tone from the top and is accountable for embedding the policy across the business. |
| CFO and Company Secretary | Own and maintain the policy, the delegation of authority and the controls behind it. |
| Compliance function | Advises, trains, monitors, and runs or coordinates investigations. |
| Procurement function (Chief Procurement Officer) | Runs sourcing and the closed RFP in line with this policy, maintains the supplier base, and approves within the delegated limit. |
| Line management | Applies the policy in their area and ensures their teams understand it. |
| All staff and third parties | Comply with the policy, complete required training, declare conflicts and speak up. |
This code is the baseline of conduct for HyperNext. Where a law, a contract or a customer commitment is stricter, the stricter standard applies.
Procurement at HyperNext is governed by clear principles and a defined authority. The objective is value for money won through fair, open competition, never the convenience of a quiet deal.
Procurements are tiered by value, from low-value purchases to high-value and capital procurement. Each tier carries a defined minimum number of competitive bids and an approval authority set in the delegation of authority. Higher value and higher risk mean more competition and more senior approval.
| Value of procurement | Approval authority |
|---|---|
| Up to ₹1 crore | Chief Procurement Officer (or equivalent) |
| Above ₹1 crore and up to ₹5 crore | Chief Executive Officer and Chief Procurement Officer, jointly |
| Above ₹5 crore | The Board |
We select the method that fits the need: a request for information to scan the market, a request for quotation for defined commodities, and a request for proposal, our default for significant or complex needs. Evaluation may be lowest-compliant-bid or quality-and-cost-based, where technical quality and price are weighted together. Competitive processes are run, wherever practical, through a controlled e-procurement channel.
Every purchase follows the same disciplined path, from the moment a need is identified to the moment the supplier is paid and the record is closed.
| Stage | What happens |
|---|---|
| 1 · Need and requisition | A genuine, budgeted need is defined and raised with a clear specification. |
| 2 · Approval to source | The requisition is approved within the delegation of authority before any supplier is approached. |
| 3 · Competitive sourcing | Multiple qualified bidders are invited and a closed RFP is run (Section 06). |
| 4 · Evaluation | Bids are scored systematically against pre-set technical and commercial criteria. |
| 5 · Award and contract | The award is approved at the right level and turned into a signed contract (Section 07). |
| 6 · Delivery and acceptance | Goods or services are received, checked against the contract and formally accepted. |
| 7 · Payment | Payment is made only against an accepted delivery and a valid invoice, on agreed terms. |
| 8 · Record and review | The full trail is retained for audit, and supplier performance is reviewed. |
At the heart of our procurement is a closed, two-envelope request-for-proposal, overseen by a procurement committee. It opens the field to several qualified bidders, then runs them through a confidential, level process so the winner is chosen on merit alone.
| Stage | How we run it |
|---|---|
| Define and set criteria | Requirements and the technical and commercial scoring criteria are fixed before the RFP is issued. |
| Invite multiple bidders | Several pre-qualified suppliers are invited, so no supplier is handed the work by default. |
| Issue the RFP | All invited bidders receive the same information, at the same time, with the same deadline. |
| Two-envelope submission | Bids are submitted in confidence in two parts, technical and commercial, kept separate. |
| Open together | Technical envelopes are opened first by more than one authorised member of the committee; commercial envelopes are opened only for bidders who pass the technical bar. |
| Score systematically | Each bid is scored against the pre-set criteria; clarifications are sought equally from all where needed. |
| Recommend and approve | A documented recommendation goes to the approver defined in the delegation of authority. |
Members of the procurement committee declare any conflict before they take part, and recuse themselves where one exists. A single-source award is permitted only as a documented exception, with written justification and senior approval, and is reported to the Audit and Risk Committee.
Proposals must be submitted strictly in the prescribed RFP format and through the channel specified in the tender. Submissions made in any other format are not accepted and may be rejected without evaluation, so that every bid is received and compared on the same basis.
Suppliers are pre-qualified before they are invited to bid. Due diligence is risk-based and may cover financial standing, technical capability, ownership and beneficial ownership, anti-bribery and sanctions checks, data-protection maturity, and labour and human-rights practices. Suppliers are expected to accept our Supplier Code of Conduct.
Unsuccessful bidders are informed and given feedback where appropriate. Supplier performance is managed against the contract, records are retained, and the relationship is reviewed at renewal.
HyperNext prohibits bribery and corruption in every form, anywhere it operates, by anyone acting for it. We comply with the anti-corruption laws that apply to us, including India's Prevention of Corruption Act 1988, and, where relevant, the US Foreign Corrupt Practices Act and the UK Bribery Act 2010, and we align our controls with ISO 37001.
Modest, occasional and transparent gifts or hospitality may be acceptable as ordinary courtesy. They must never be cash or a cash equivalent, never be intended to influence a decision, and never be offered or accepted during a live tender. Gifts and hospitality above a defined threshold are recorded in a register and require prior approval.
A conflict of interest is not wrong in itself; failing to declare and manage it is. Personal, family or financial interests in a supplier, bidder, customer or counterparty must be disclosed and recorded. Anyone with such an interest takes no part in the related procurement, hiring or approval decision. Related-party dealings are handled in line with the Companies Act 2013, and conflicts that cannot be removed are escalated and overseen by the Audit and Risk Committee.
HyperNext respects internationally recognised human rights, guided by the UN Guiding Principles on Business and Human Rights, the UN Global Compact and the core conventions of the International Labour Organization, in our own operations and throughout our supply chain. We have no tolerance for modern slavery in any form.
Speaking up is how problems get fixed before they grow. Anyone, an employee, a customer, a supplier or a member of the public, can raise a concern about a breach of this policy or the law, in confidence and without fear. This is our vigil mechanism, consistent with the Companies Act 2013.
Bribery or corruption, an unfair or rigged procurement, a conflict of interest, a human-rights, safety or environmental concern, fraud, a breach of data protection, or any other breach of law or of this policy.
A standard only matters if it is enforced. HyperNext embeds this policy through training, monitoring and independent assurance, and answers for the result at Board level.
Induction and periodic training on the code, anti-bribery and procurement, with attestation by those in sensitive roles.
Controls are monitored and independently audited; exceptions are tracked to closure.
Compliance is reported to the Board, and the policy is reviewed at least annually.
Questions about this policy, or requests for a copy of a specific procedure, can be sent to confidential@hypernxt.com.
This page reproduces the published policy in full. For a signed, classification-marked PDF copy for your records, audit or due-diligence pack, email governance@hypernxt.com and we will send it across.