Governance

Trust First. Responsibility Always.

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Trust First. Responsibility Always. Disclaimer: This image is generated by Artificial Intelligence

Governance at Happiest Minds forms the foundation of responsible business conduct and long-term value creation. The governance framework is designed to uphold ethical leadership, transparency, accountability, and regulatory compliance, while staying aligned with the Company’s purpose of ‘Happiest People . Happiest Customers’.

Governance is embedded across strategy, operations, risk management, and people practices. This enables consistent decision-making and reinforces ethical and responsible conduct across the organization. The Board of Directors provides oversight, while senior leadership regularly updates the Board on governance matters, emerging risks, regulatory changes, and stakeholder concerns.

Scaling Key Accounts

1. Board Effectiveness and Diversity

The Board provides strategic direction and independent oversight through diverse skills, experience, and perspectives. Regular Board and committee reviews strengthen governance effectiveness and informed decision-making.

2. Transparency and Disclosures

Happiest Minds upholds transparency through timely, accurate, and responsible disclosures, supported by structured internal reviews and digital governance processes. Paperless meeting platforms enable efficient documentation, secure information sharing, and smooth compliance for governance meetings.

3. Stakeholder Engagement and Trust

Happiest Minds engages with Members, customers, investors, and partners through structured dialogue and feedback mechanisms. These insights support continuous improvement and strengthen long-term relationships.

Scaling Key Accounts

6. Governance Review and Alignment

Happiest Minds periodically reviews governance practices to ensure continued alignment with business priorities and stakeholder expectations as key accounts scale.

5. Customer Experience and Service Consistency

Happiest Minds focuses on consistent service quality through defined processes, feedback mechanisms, and continuous improvement initiatives, supporting long-term customer relationships as accounts scale.

4. Corporate Strategy and Compliance

Governance is built on integrity, accountability, and stakeholder trust. Happiest Minds integrates ESG into operations and ensures compliance through a RegTech tool, with quarterly Board reviews.

Governance and Ethics

Happiest Minds has developed and implemented policies aligned with its Code of Conduct. These policies define standards for ethical behavior, professional integrity, confidentiality, conflict-of-interest management, and compliance with applicable laws and regulations.

Anti-Bribery and Anti-Corruption

Happiest Minds follows a zero-tolerance approach toward bribery, corruption, fraud, and unethical business practices. Its Integrity Policy prohibits improper influence, facilitation payments, and unethical advantages. All members and consultants are expected to comply with applicable anti-corruption laws and internal policies.

Whistle-Blower Framework and Grievance Redressal

Happiest Minds promotes an open speak-up culture where concerns can be raised without fear of retaliation. Its Whistle-Blower Policy provides a confidential mechanism for reporting violations. WE HEAR, the Company’s central reporting platform, ensures timely acknowledgment and resolution of concerns. Matters may be escalated to senior leadership, the Executive Board, or the Executive Chairman, where required. Open forums such as Just Ask, Ask EB, and Ask Ashok further reinforce transparency.

Safe, Respectful, and Inclusive Workplace

Happiest Minds is committed to maintaining a safe, inclusive, and discrimination-free workplace. Its Disciplinary Policy ensures fair and consistent handling of misconduct. Prevention of sexual harassment is addressed through a PoSH-compliant framework supported by an Internal Committee, awareness initiatives, and training programs.

Health, Safety, and Employee Well-Being

Employee health and safety are integral to Happiest Minds’ governance framework. Its Health and Safety Policy focuses on preventive measures, risk identification, statutory compliance, and continuous improvement, supported through collaboration between management and Happiest Minds.

Human Rights and Ethical Labor Practices

Happiest Minds is committed to upholding human rights and ethical labor practices across its operations. The Company stands firmly against forced labor, child labor, and modern slavery while promoting dignity, fairness, and non-discrimination.

Responsible Value Chain and Vendor Governance

Happiest Minds extends its ethical expectations to partners and vendors through the Vendors’ Code of Conduct. The Code defines standards for ethical behavior, human rights, non-discrimination, and workplace safety, reinforcing responsible practices across the value chain.

Business Continuity Plan (BCP)

Happiest Minds maintains a Business Continuity Plan (BCP) to ensure operational continuity and minimize disruption during unforeseen events. The framework is designed to safeguard members, protect critical systems and information, and support continued service delivery.

The BCP ensures continuity of critical services, including network and technology services. It is supported by cloud-based infrastructure, enabling members to continue operations using Company-provided laptops and secure access through cloud firewalls and configured threat protection mechanisms. This allows members to work securely through available internet connectivity while maintaining service continuity.

Key elements of the Business Continuity Framework include:

Identification of critical business processes and assets
Business impact assessment to evaluate potential disruptions
Disaster recovery and system restoration arrangements
Periodic testing and review to enhance preparedness

Tax Governance and Strategy

Happiest Minds follows a responsible and compliant approach to taxation, aligned with its governance framework and applicable laws and regulations. Tax governance forms an integral part of corporate governance and supports transparency, risk management, and sustainable business operations.

The Company seeks to comply with tax laws in all jurisdictions where it operates and manages its tax affairs in accordance with both the letter and spirit of the law. Tax matters are evaluated with due diligence and are subject to established internal review processes. The Company also monitors changes in tax legislation and regulatory developments on an ongoing basis and assesses their implications in a timely manner.

Tax-related risks are managed prudently through appropriate controls and documentation, with an emphasis on ethical conduct and responsible corporate citizenship.

Tax Governance and Strategy

Data Privacy and Security

Happiest Minds continues to strengthen its Information Security and Privacy posture through a risk-driven and compliance-aligned approach that addresses evolving cyber threats and regulatory expectations. Its integrated framework combines strong governance, advanced security controls, and continuous monitoring to safeguard stakeholder data and ensure business resilience.

The Company operates a mature Information Security Management System (ISMS) aligned with ISO 27001 and a Privacy Information Management System (PIMS) aligned with ISO 27701. Both frameworks are independently audited annually and help institutionalize standardized security and privacy practices across the organization.

During FY 2025-26, Happiest Minds further enhanced its capabilities by strengthening security architecture, advancing Zero Trust adoption, improving cloud and application security controls, and expanding data protection measures to prevent unauthorized access and data leakage.

Privacy Governance and Compliance

Happiest Minds’ privacy program is designed to ensure compliance with global data protection regulations, including India’s Digital Personal Data Protection Act, 2023 (DPDPA). Supported by established controls and processes, the Company is well-positioned to meet evolving regulatory requirements.

Privacy Governance and Compliance

Key elements of our privacy governance framework include:

Appointment of a Data Protection Officer (DPO) to oversee privacy compliance and governance
Periodic Data Privacy Impact Assessments (DPIAs) for high-risk processing activities
Comprehensive Data Processing Agreements (DPAs) with third-party processors
Defined data breach response and notification mechanisms
Organization-wide privacy training and awareness programs
Publication and periodic updates of privacy policies

Key Capabilities of the Integrated Information Security and Privacy System

Happiest Minds has built a comprehensive and scalable Information Security and Privacy System to protect data across its lifecycle and uphold stakeholder trust.

Data Inventory and Governance

The Company maintains structured data inventories and data flow mappings to ensure visibility, accuracy, and accountability of personal information across systems and processes.

Vendor Risk Management

Third-party vendors undergo security and privacy risk assessments before onboarding and are subject to periodic reviews to ensure alignment with the Company’s security and compliance requirements.

Data Subject Rights Management

Transparent mechanisms enable individuals to exercise their rights, including access, correction, deletion, and consent management, in line with applicable regulations.

Secure-by-Design Approach

Privacy and security principles, including Privacy by Design and Privacy by Default, are embedded into the software development lifecycle to support proactive risk mitigation.

Data Security and Protection

Layered security controls reinforce the Company’s infrastructure to prevent unauthorized access, data breaches, and leakage, while integrating privacy into enterprise security practices.

Oversight and Continuous Monitoring

Regular internal and external audits assess control effectiveness. Advanced technologies, governance frameworks, and continuous improvement practices strengthen data protection and response to emerging risks. Capabilities have also been enhanced through network segmentation, Zero Trust architecture migration, advanced cloud and application security protocols, and stringent data leakage prevention measures.

Continuous Improvement and Future Focus

Happiest Minds remains committed to continuously evolving its security and privacy capabilities. Focus areas include strengthening Zero Trust Architecture, enhancing threat detection and response capabilities, expanding privacy automation, and aligning with emerging global regulatory frameworks.

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