Stewardship Policy

VentureX Fund I (Category I Alternative Investment Fund)

1. Objective

This Policy sets out the stewardship responsibilities of the Fund Manager of VentureX Fund I (“the Fund”) in accordance with SEBI guidelines, the SEBI AIF Regulations, 2012, and the global best practices in stewardship. The objective is to promote responsible ownership, enhance long-term investor value, and strengthen governance of investee companies.

2. Scope & Applicability

This Policy applies to all investments made by the Fund in listed and unlisted investee companies, where the Fund exercises shareholder rights including voting rights, engagement, and oversight.
The Policy is binding on the Investment Manager, Key Executives, Trustees, and any appointed Investment Committee members.

3. Stewardship Responsibilities

3.1 Engagement & Oversight
The Fund Manager shall engage actively with investee companies to monitor:

Business performance, strategy, and capital allocation.
Governance practices, board independence, and related-party transactions.
Promoter/promoter entity shareholding patterns and any significant changes.
Entry of new institutional/strategic investors.

The Fund shall influence investee company practices through dialogue, escalation, and voting where required, and maintain records of all engagement activities.

3.2 Voting Policy
The Fund shall exercise its voting rights in the best interest of its Contributors and in line with long-term value creation. Voting decisions shall be guided by:

Alignment with the Fund’s investment objectives.
Governance standards and protection of minority shareholder rights.
Avoidance of conflicts of interest.

In cases of conflict, the Fund shall abstain from voting and disclose reasons.
The Fund Manager shall disclose annually a summary of voting activities on the Fund’s website, including rationale for significant votes.

3.3 Public Disclosure
The Stewardship Policy and annual disclosures of voting activity shall be made publicly available on the Fund’s website. Contributors shall also be provided with quarterly updates on engagement outcomes and voting activities as part of investor reports.

4. Key Man Clause

The stewardship responsibilities of the Fund are primarily anchored to the Key Executives:

Mr. Rajesh Kumar Singla
Ms. Urmila Rani Singla
Mr. Maneesh Nath
Ms. Ishima Singla

If any Key Executive ceases to be involved in the Fund’s investment/oversight functions due to death, incapacity, resignation, or disability, the Fund shall:

Notify Contributors within 30 days.
Suspend new investments and voting decisions until the Trustee and a super-majority of Contributors (≥75% by value) approve continuation or replacement.
Any replacement of Key Executives shall require prior intimation to SEBI and disclosure to Contributors.

5. Recordkeeping & Compliance

All engagement, voting, and oversight activities shall be documented and retained for a minimum of 8 years. The Fund Manager shall maintain an internal log of:

Voting instructions issued,
Rationale for votes,
Records of engagements/escalations.

Compliance with this Policy shall be reviewed annually by the Trustee and subject to SEBI inspection.

6. Review & Amendments

This Policy shall be reviewed annually or earlier if required due to changes in SEBI regulations, AIF Guidelines, or stewardship best practices. Any amendments shall be approved by the Trustee and disclosed to Contributors.

7. Validity & Applicability

This Policy shall be effective from 23rd July 2024, being the date of grant of SEBI registration to VentureX Fund I, and shall remain valid until the full distribution of the Fund’s assets and formal closure of the Fund in accordance with SEBI (AIF) Regulations, 2012.