VVD AIF Trust (“the Fund”) is registered with the Securities and Exchange Board of India (“SEBI”) as a Category III Alternative Investment Fund under the SEBI (Alternative Investment Funds) Regulations, 2012, bearing registration number IN/AIF3/25-26/2085. VVD Asset Managers LLP (“VVD” or the “Investment Manager”) acts as the Investment Manager to the Fund and is committed to safeguarding investor interests and promoting sound corporate governance in investee companies.
The Investment Manager acknowledges its fiduciary duty to exercise voting rights with diligence and transparency, guided by SEBI’s stewardship principles and the Fund’s policy framework, with the objective of safeguarding unitholder interests and enhancing long-term value.
This Policy is framed in accordance with:
In terms of SEBI Circular CIR/CFD/CMD1/168/2019 dated December 24, 2019, Alternative Investment Funds are required to maintain a clear policy on voting and disclosure of voting activity to safeguard unitholder interests and strengthen governance of investee companies. This Voting Policy is drafted in pursuance of the above circular and provides the general philosophy, broad guidelines, and procedures for exercising voting rights. It sets out the principles that guide all voting decisions, which VVD Asset Managers LLP believes are essential to:
This Policy forms an integral part of the Stewardship Code framework adopted by the Investment Manager and is consistent with SEBI’s stewardship principles. It applies to all investments in listed equity securities held by the Fund where voting rights are available. It covers the exercise of such rights at shareholder meetings, including Annual General Meetings (AGMs), Extraordinary General Meetings (EGMs), postal ballots, and other shareholder resolutions. The objective of this Policy is to ensure transparent, consistent, and responsible exercise of voting rights in the best interests of unitholders, and it does not extend to unlisted securities or instruments.
While SEBI’s Stewardship Code applies only to listed equity securities, the Investment Manager may voluntarily extend similar principles to unlisted equity investments held by the Fund. In such cases, voting or consent rights arising under shareholder agreements, investment contracts, or board representation shall be exercised with diligence and in the best interests of unitholders. Decisions will be guided by the same fiduciary standards as listed equity, with rationales documented internally to ensure transparency and accountability. Where external advisors or consultants are engaged, their input may be considered to aid evaluation; however, final decisions shall remain independent. Disclosures relating to unlisted equity voting are voluntary and outside the scope of SEBI’s mandated stewardship reporting.
Voting decisions shall be made on a case-by-case basis, considering all relevant information, potential impacts, and the best interests of the fund’s investors
Board Composition & Governance
The Investment Manager shall carefully review each proposal relating to board composition and governance. It shall support the appointment of independent directors to strengthen oversight, encourage diversity of skills and balanced representation, and oppose proposals that may reduce accountability, weaken independence, or concentrate control. In cases of frequent changes in independent directors, auditors, or key managerial personnel, the Investment Manager shall apply heightened scrutiny to ensure continuity and stability in governance.
Executive Remuneration
Changes in executive remuneration shall be voted on after a detailed assessment of whether the investee company’s remuneration practices are aligned with performance, long-term shareholder value, and prudent governance standards. The Investment Manager shall avoid supporting excessive, unjustified, or non-performance-linked compensation, and shall oppose pay structures that disproportionately benefit management at the expense of shareholders. It shall support clear and transparent disclosure of remuneration policies, including incentives, performance metrics, and alignment with shareholder returns, to promote accountability and enable informed decision-making.
Capital Structure & Shareholder Rights
The Investment Manager shall evaluate proposals relating to capital structure and shareholder rights to ensure fairness, transparency, and equitable treatment of all shareholders. It shall support measures that uphold investor interests, protect minority shareholders, and strengthen governance practices, while opposing proposals that may dilute shareholder value, weaken rights, or disproportionately benefit promoters or dominant shareholders.
Mergers, Acquisitions & Restructuring
The Investment Manager shall assess proposals relating to mergers, acquisitions, and restructuring to ensure alignment with long-term value creation and investor interests. It shall support transactions that are transparent, well-justified, and value-enhancing, while opposing proposals that may negatively impact minority shareholders or lack adequate disclosure.
Environmental, Social & Governance (ESG) Matters
The Investment Manager shall evaluate proposals relating to Environmental, Social, and Governance (ESG) matters with a focus on sustainability, transparency, and effective risk management. It shall support initiatives that promote responsible business practices and robust disclosure standards, while opposing proposals that may weaken ESG oversight or accountability
Related Party Transactions
The Investment Manager shall review proposals relating to related party transactions to ensure they are conducted on an arm’s length basis and are fair, transparent, and in the best interests of all shareholders. It shall support transactions that uphold strong governance standards and create value for investors, while opposing those that give rise to conflicts of interest or confer undue advantage on related parties.
Auditors & Financial Reporting
The Investment Manager shall endorse audit-related proposals that reflect strong quality and objectivity and reject those where independence or effectiveness appears compromised. It shall also advocate for clear, accurate, and timely financial disclosures. Where there are changes in auditors, independent directors, or key managerial personnel, the Investment Manager shall apply increased scrutiny to understand the reasons and evaluate any potential governance concerns.
Where material concerns arise, or disclosures are inadequate, the Investment Manager may seek additional information, clarifications, or independent inputs before exercising its vote. Abstention may be considered where disclosures are inadequate, information is insufficient, or the Fund’s exposure is immaterial.
Voting decisions are made through a structured process that ensures independence, transparency, and accountability, consistent with SEBI’s stewardship principles.
The Investment Manager shall disclose voting decisions to investors on an annual basis, in line with SEBI requirements. The disclosure shall provide a summary of votes cast across all investee companies, indicating whether the Fund voted For, Against, or Abstained, along with the rationale. In case proxy advisory or other voting advisory services are used, the Investment Manager shall disclose the scope of such services, details of the service providers engaged, and the extent of reliance placed on their recommendations, in line with SEBI requirements. The Investment Manager shall ensure that all voting decisions are made independently and in the best interests of unitholders, with rationales documented and disclosed in accordance with SEBI’s stewardship principles.
The Investment Manager shall periodically review and oversee both the voting guidelines and the execution of voting activities. Any updates shall be approved by the Designated Partners and disclosed appropriately, including posting on the website to ensure transparency.
| Date | Details | Version | Approved By |
|---|---|---|---|
| 01 April, 26 | Policy Introduction | 1.0 | Designated Partners |
| 14 July, 26 | Reviewed | 2.0 | Designated Partners |