Ringfencing Policy – VentureX Fund I

Effective Date: 23 July 2024 (SEBI Registration Date)

1. Objective

This policy establishes clear guidelines to ringfence the operations, resources, and governance of VentureX Fund I from the activities of Planify Capital Limited, despite the presence of certain common directors.

The objective is to ensure fiduciary integrity, transparency, and compliance with SEBI (AIF) Regulations, 2012, while safeguarding the interests of Contributors.

2. Scope

This policy applies to:

• VentureX Fund I and its Investment Manager (Planify Venture LLP)
• Trustee of the Fund
• Common directors and officers associated with Planify Capital Limited
• All employees and service providers engaged in the management of VentureX Fund I

3. Governance & Oversight

• The Trustee of the Fund exercises independent oversight and ensures that there is no co-mingling of operations between VentureX Fund I and Planify Capital Limited.
• Any transaction, agreement, or engagement between the Fund (or its Investment Manager) and Planify Capital Limited shall be undertaken only on an arm’s-length basis, with prior Trustee approval and full disclosure to Contributors.
• Directors who serve on the board of both entities shall be required to maintain fiduciary segregation of duties, and decisions relating to the Fund shall be made solely in the interest of Contributors.

4. Operational Separation

• Organizational Separation: The AIF business is operated through Planify Venture LLP, which maintains its own governance, compliance, and operational framework distinct from Planify Capital Limited.
• Financial Separation: Books of accounts, bank accounts, and investor money flows are maintained independently, ensuring no cross-leverage or misuse of funds.
• Infrastructure Separation: Investor records, IT systems, databases, and sensitive data are maintained separately and securely, with restricted access.
• Human Resources: Dedicated staff and compliance officers are assigned exclusively to the AIF, and no shared personnel may perform conflicting functions across the two entities.

5. Conflict of Interest Management

The Fund has adopted a Conflict-of-Interest Policy under which:

• Any potential conflict arising due to common directors or group association with Planify Capital Limited shall be disclosed to Contributors.
• Contributors shall be informed of any related-party transactions, with appropriate approvals taken before execution.
• Conflicted directors/partners shall recuse themselves from decision-making where overlap exists.

6. Regulatory Compliance

• In line with Regulation 15 and Regulation 23 of SEBI (AIF) Regulations, 2012, the Fund ensures that investments are undertaken strictly as per its stated objectives and diversification norms.
• Annual compliance certificates shall explicitly confirm that there has been no breach of ringfencing requirements.

7. Reporting & Disclosures

Contributors will be provided with periodic reports (quarterly and annual) including:

• Any related-party transactions with Planify Capital Limited.
• Compliance with ringfencing measures.
• Confirmation of segregation of operations and independence of decision-making.

Any breach shall be reported immediately to the Trustee and SEBI, along with corrective actions.

8. Review & Validity

• This policy shall be reviewed annually by the Investment Manager and Trustee, or earlier if required by SEBI.
• Effective from 23 July 2024 until the closure of VentureX Fund I.

9. Conclusion

The Fund reiterates its commitment to maintaining independence, transparency, and fiduciary integrity in all operations. This Ringfencing Policy ensures that the AIF business of VentureX Fund I is fully segregated from Planify Capital Limited, despite common directorships, thereby safeguarding Contributor interests and ensuring strict compliance with SEBI guidelines.