Stewardship Code

Principle 1: Policy Formulation, Disclosure, and Review

The Investment Manager shall formulate and maintain a Stewardship Policy that sets out the framework for monitoring and engaging with investee companies, exercising ownership rights, and disclosing stewardship activities. The policy shall be approved by the Designated Partners and disclosed publicly on the website of VVD Asset Managers LLP.

To discharge its stewardship responsibilities, the Investment Manager shall:

• Monitor and actively engage with investee companies on performance, strategy, governance, capital structure, and material ESG risks or opportunities, along with other related issues.
• Exercise voting rights in accordance with the Voting Policy, ensuring decisions are taken independently in the best interests of unitholders.
• Place dialogue with investee companies at the centre of the investment process, seeking deeper insight into strategy and governance through meetings, investor calls, and written communications where appropriate.
• Ensure that personnel involved in stewardship are equipped with appropriate skills and knowledge through training or awareness sessions.
• Use external agencies, where deemed fit, to support stewardship responsibilities.
• Investment Manager shall update the Stewardship Policy as needed, and review it regularly or sooner if required by regulatory changes or internal governance and operational needs.

Principle 2: Managing Conflicts of Interest

The Investment Manager may encounter conflicts of interest in the discharge of its stewardship responsibilities with respect to the funds and schemes under its management. In all such situations, the interests of investors and unitholders shall remain paramount. The Investment Manager is committed to upholding the highest standards of integrity, ensuring that conflicts are avoided or appropriately managed.

Conflicts of interest may arise in various circumstances, including but not limited to:

• Investee companies being clients of the Investment Manager.
• Investee companies directly or indirectly linked to other investee companies of the Fund.
• Investee companies having business ties with the Fund/Manager (supplier, distributor, or holding interests).
• Nominees of the Investment Manager serving as directors or key managerial persons of investee companies.
• Directors, officers, or employees of the Investment Manager holding personal interests in investee companies.
• The Investment Manager or its employees holding securities or financial interests in investee companies.
• Situations where the Investment Manager may gain financially or avoid a loss at the expense of investors or investee companies.

Management Procedures:

To ensure conflicts are appropriately managed, the Investment Manager shall:

• Implement a fair investment policy with clear disclosures to investors.
• Conduct all transactions in compliance with applicable regulations and on an arm’s-length basis.
• Disclose identified conflicts internally to the Designated Partners of the Investment Manager prior to entering any transaction, and disclose material conflicts to investors in line with regulatory requirements.
• Exercise voting rights in the best interest of unitholders.
• Escalate matters involving actual or potential conflicts of key decision-makers to the Designated Partners, who shall resolve such matters collectively to ensure objectivity and investor-first outcomes.
• Maintain a ‘no-investment list’ covering companies where key decision-makers or designated partners or their immediate relatives hold managerial positions or exert material influence. Investments in such companies shall be restricted to prevent conflicts of interest and uphold investor trust.
• Maintain records, including minutes of decisions taken to address conflicts, to ensure transparency and accountability.

Principle 3: Monitoring of Investee Companies

The Investment Manager recognizes that effective stewardship requires continuous and structured monitoring of investee companies. Monitoring shall include, among other aspects:

• In making investment decisions, the team evaluates business strategy, financial performance, capital structure, leadership effectiveness, succession planning, corporate governance, disclosures, and environmental, social, and governance (ESG) factors that may materially impact long-term value creation. Corporate governance considerations include board composition and independence, diversity, quality and credentials of directors, remuneration practices, related-party transactions, and protection of shareholder rights.
• Industry-level developments are tracked to evaluate potential impacts on investee companies and inform investment decisions.
• The team undertakes financial analysis and engages with senior management, investor relations officials, promoters, or other relevant personnel as part of the research process.
• All interactions with investee companies are conducted in strict compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
• Post-investment, the team continues monitoring through management interactions, analyst calls, and continuous review of public disclosures, sell-side research, and industry data. Monitoring shall be conducted periodically and on an event-driven basis to ensure timely identification of risks or governance concerns.

Principle 4: Intervention in Investee Companies and collaboration with other institutional investors

The Investment Manager may intervene in investee companies on a case-by-case basis where acts or omissions are considered material and may adversely impact investor interests or long-term value creation. Active intervention shall be undertaken primarily in cases where the Investment Manager holds a significant position or where issues are material to investor interests and sustainable value creation.

Triggers for Intervention:

Intervention may be triggered by concerns such as poor performance, insufficient disclosures, non-compliance, governance lapses, ESG risks, inequitable treatment of shareholders, leadership concerns, related-party transactions, or other actions that may adversely impact investors. Such intervention is aimed at safeguarding investor interests, ensuring accountability, and promoting long-term value creation.

Intervention Matrix:

1. Communication: Direct meetings with management or relevant teams to raise concerns and agree on corrective steps.
2. Engagement: If concerns remain unresolved within a reasonable timeframe, further engagement will be initiated to seek constructive action.
3. Collaboration: Where appropriate, the Investment Manager may collaborate with other institutional investors, professional associations, regulators, or similar entities for collective engagement.
4. Escalation: If concerns remain unresolved despite earlier steps, the investment team may escalate the matter to the Board of the investee company through formal written communication. Where necessary, further measures may be taken, including raising
   matters at general meetings, exercising voting rights, or considering reduction or exit of the investment. Portfolio decisions — whether to increase, reduce, or divest holdings — will be made independently by the Fund Manager, with intervention outcomes serving as one of several inputs in the overall investment process.

Principle 5: Voting Policy and Disclosure of Voting Activity

Investment Manager recognizes that exercising voting rights is a key element of stewardship and an important mechanism to safeguard investor interests. In line with this approach:

• Investment Manager shall exercise its voting rights on shareholder resolutions of investee companies in accordance with the Voting Policy. Voting decisions will be guided primarily by internal research and, where appropriate, may incorporate insights from independent advisors.
• Voting rights may be exercised through e-voting, physical attendance, proxy, or other permitted mechanisms.
• All voting decisions will be taken independently in the best interests of unitholders. Recommendations from proxy advisors, if used, will be treated as non-binding inputs and where reliance is placed (in whole or in part), the extent of such reliance will be disclosed.
• Voting activity shall be disclosed periodically, including rationales for significant decisions and details of any proxy advisor inputs relied upon.

Principle 6: Reporting on Stewardship Activities:

• Policy Disclosure: The Stewardship Code and Voting Policy shall be disclosed on the website of the Investment Manager.
• Implementation Reporting: A report on the implementation of stewardship activities shall be published annually on the website, providing visibility into how stewardship principles were applied.
• Voting Disclosure: Disclosures on the votes cast by the Investment Manager, together with rationales for significant decisions, covering all resolutions put forth by investee companies for shareholders’ approval, will be provided to investors annually, in line with regulatory requirements