We invest our own capital alongside yours.

1. Introduction

Shatrunjaya Investment Managers LLP (“Shatrunjaya”, “we”, “us” or “our”) is an independent investment firm and the investment manager to Alternative Investment Funds registered with the Securities and Exchange Board of India under the SEBI (Alternative Investment Funds) Regulations, 2012.

This Privacy Policy explains how we collect, use, disclose, retain and protect personal data in connection with this website. It is issued in accordance with the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, each as amended from time to time.

For the purposes of applicable data protection law, Shatrunjaya Investment Managers LLP is the Data Fiduciary in respect of personal data collected through this website. By using this website or submitting information through it, you confirm that you have read and understood this Policy.

2. Scope

This Policy applies solely to this website and to personal data collected through it. It does not apply to:

• The investor portal operated on our behalf by our Registrar and Transfer Agent, which is a separate platform governed by its own terms and privacy policy;
• Personal data collected in the course of investor onboarding, know your customer (KYC) procedures, or the ongoing administration of any fund, which is governed by the constitutional documents of the relevant fund, the applicable subscription documents, and separate notices issued to investors;
• Any third-party website that may be reached from a link on this website.

3. Personal data we collect

3.1 Information you provide to us. Where you complete the enquiry form on this website, we collect your name, your email address, your telephone number including the country dialling code (optional), the content of your message, and a record of the consent you provide when submitting the form.

You are not required to provide any of this information in order to browse the website. It is collected only if you choose to contact us.

3.2 Information collected automatically. This website does not set cookies, does not use local or session storage, and does not employ analytics software, advertising technology, tracking pixels or similar profiling tools.

However, as with any website, certain technical information is transmitted by your browser as a necessary part of delivering the page to you. This may include your Internet Protocol (IP) address, browser type and version, operating system, referring page, and the date and time of your request. This information may be recorded in the server logs maintained by our hosting provider.

3.3 Third-party resources loaded by this website. Certain elements of this website are delivered from third-party content delivery networks, namely typefaces served by Google Fonts and a graphics library served by Cloudflare. When your browser requests these resources, your IP address and browser information are necessarily disclosed to those providers, who process such information under their own privacy policies. We do not control, and do not receive, the information collected by them in this manner.

3.4 Data we do not seek. We do not request, and ask that you do not submit through this website, any financial account details, payment card information, government identification numbers, PAN or Aadhaar details, or any information relating to your health, religious beliefs, caste, or other sensitive categories. Should such information be submitted to us unsolicited, we will delete it unless we are required to retain it by law.

4. Purposes for which we use personal data

We use the personal data described above only for the following purposes:

• To respond to your enquiry and to correspond with you in relation to it;
• To provide information about our firm and the funds we manage, where you have asked for it;
• To maintain records of communications received, in accordance with our regulatory and internal record-keeping obligations;
• To operate, secure and maintain the website, including the prevention and investigation of fraud, misuse and security incidents;
• To comply with applicable law and with the directions of any regulatory, statutory or judicial authority.

We do not use personal data collected through this website for automated decision-making or profiling.

Lawful basis. We process personal data submitted through the enquiry form on the basis of the consent you provide at the point of submission. Technical information processed in the ordinary course of serving the website is processed for the legitimate purpose of operating and securing it, and to meet our legal obligations.

5. Marketing communications

We do not send unsolicited marketing communications through this website. Where you have asked us to send you information, you may ask us to stop at any time by writing to the address in Section 12, and we will act on that request without undue delay.

6. Disclosure of personal data

We do not sell, rent, trade or otherwise commercially deal in personal data. We may disclose personal data only in the following circumstances:

• Service providers. To the third-party form-handling service that transmits enquiry submissions to our email, and to our website hosting provider. These providers process personal data on our instructions and are bound to protect its confidentiality.
• Professional advisers. To our legal, tax, audit and compliance advisers, where reasonably necessary and subject to obligations of confidentiality.
• Regulators and authorities. To SEBI, to any other statutory, regulatory or judicial authority, or to any law enforcement agency, where we are required or permitted to do so by law.
• Corporate transactions. In connection with any reorganisation, merger or transfer of our business, subject to the recipient being bound by obligations no less protective than those in this Policy.

Where personal data is processed on servers located outside India, we take reasonable steps to ensure that such transfers are made in accordance with applicable law and subject to appropriate safeguards.

7. Retention

We retain enquiry correspondence for as long as is necessary to respond to it and to maintain a proper record of our communications, and thereafter for the period required under applicable law, including our record-keeping obligations as a SEBI-registered investment manager. Where personal data is no longer required for any lawful purpose, it is deleted or anonymised.

8. Security

We maintain reasonable technical and organisational security practices designed to protect personal data against unauthorised access, disclosure, alteration, misuse and loss. These include:

• Transmission of this website and of form submissions over encrypted connections (HTTPS/TLS);
• Restriction of access to enquiry correspondence to those personnel who require it in the discharge of their duties;
• Confidentiality obligations binding our personnel and our advisers;
• Selection of service providers on the basis of, among other factors, their information security practices.

No method of transmission over the internet and no method of electronic storage is entirely secure. While we take the protection of personal data seriously, we cannot guarantee absolute security, and any transmission of information to us is at your own risk.

9. Your rights

Subject to and in accordance with the Digital Personal Data Protection Act, 2023, you have the right to:

• Obtain confirmation as to whether we are processing your personal data, and a summary of the personal data being processed and the processing activities undertaken;
• Obtain the identities of any other Data Fiduciaries and Data Processors with whom your personal data has been shared, and a description of the data shared;
• Request correction, completion or updating of inaccurate or incomplete personal data;
• Request erasure of your personal data, unless retention is necessary for the purpose for which it was collected or for compliance with any law;
• Withdraw your consent at any time, with such withdrawal operating prospectively and not affecting the lawfulness of processing carried out before it;
• Nominate another individual to exercise these rights on your behalf in the event of your death or incapacity;
• Have any grievance in relation to the processing of your personal data addressed through the mechanism described in Section 12.

To exercise any of these rights, please write to us using the details in Section 12. We may require information sufficient to verify your identity before acting on a request. We will respond within the period prescribed by applicable law.

10. Links to third-party websites

This website contains links to websites operated by third parties, including our Registrar and Transfer Agent’s investor portal, the SEBI SCORES platform, the SMART ODR portal, and our page on a professional networking platform. These websites are not controlled by us and are governed by their own privacy policies and terms of use. We accept no responsibility or liability for the content, security or privacy practices of any third-party website, and we encourage you to read the relevant policy before submitting any information to it.

11. Children

This website is directed at institutional and qualified individual investors and is not intended for children. We do not knowingly collect personal data of any individual below the age of eighteen years. Where we become aware that such data has been collected, we will delete it.

12. Grievances and contact

If you have any question about this Policy, wish to exercise any of the rights described in Section 9, or wish to raise a grievance concerning our processing of your personal data, please contact:

Email: compliance@shatrunjaya.in
Telephone: +91 8369413370

We will acknowledge your communication and respond within the timelines prescribed under applicable law.

If you are an investor and your grievance is not satisfactorily resolved, you may escalate it through the SEBI SCORES platform at scores.sebi.gov.in or through the Online Dispute Resolution portal at smartodr.in.

13. Changes to this Policy

We may amend this Policy from time to time to reflect changes in our practices, in the operation of this website, or in applicable law. The version published on this page is the version in force. We encourage you to review it periodically.

1. Introduction

Shatrunjaya Investment Managers LLP (“Shatrunjaya”, the “Investment Manager”, “we”, “us” or “our”) is the investment manager to Shatrunjaya Investment AIF (the “Fund”), a Category III Alternative Investment Fund registered with the Securities and Exchange Board of India (“SEBI”) under the SEBI (Alternative Investment Funds) Regulations, 2012 bearing registration number IN/AIF3/24-25/1759.

By Circular No. CIR/CFD/CMD1/168/2019 dated 24 December 2019, SEBI requires all categories of Alternative Investment Funds to follow the Stewardship Code set out in that circular in relation to their investment in listed equities, with effect from the financial year beginning 1 April 2020. This document is the comprehensive policy the Investment Manager has formulated in order to discharge those responsibilities, and it is published here in satisfaction of the requirement that such a policy be disclosed publicly.

We hold our investors’ capital in a fiduciary capacity, and our own capital is invested alongside it. Stewardship is therefore not a separate compliance exercise in our hands. Monitoring a business closely, forming an independent view of how it is governed, and voting our shares deliberately are the same activities by which we decide what to own in the first place. What follows records how they are carried out, and by whom.

2. Application

This Code governs the exercise of the rights attaching to listed equity shares held by the Fund. It applies to:

• Holdings acquired with the intention of owning the business for the long term;
• Positions taken in special situations, including schemes of arrangement such as demergers and mergers, and institutional placements;
• Shares allotted in an initial public offering, from the date of listing. Before listing no shareholder rights are capable of being exercised.

It does not apply to instruments that carry no shareholder rights, including debt securities, units of other funds, exchange-traded derivatives and cash or cash equivalents.

Compliance with this Code does not constitute an invitation to manage the affairs of any investee company, and it does not preclude a decision to sell a holding where that is in the best interests of the Fund’s investors. Sale remains available to us at every stage and is frequently the correct response to a concern.

3. Discharge of stewardship responsibilities

Principle 1 — Institutional investors should formulate a comprehensive policy on the discharge of their stewardship responsibilities, publicly disclose it, review and update it periodically.

Stewardship responsibilities are discharged by the investment team of the Investment Manager, under the supervision of the Designated Partners. The Compliance Officer is responsible for the records this Code requires to be kept, namely the register of interests, the restricted list, the voting record and the periodic reports.

In practice, discharging these responsibilities involves:

• Tracking the financial results, filings and price-sensitive announcements of every investee company;
• Reading the annual report in full, including the notes, the auditor’s report and the related party disclosures;
• Attending results calls and investor meetings, and engaging directly with management where they are accessible;
• Voting the shares held by the Fund, on the merits of each resolution;
• Making written representation to the board of an investee company where the circumstances in Section 6 arise.

These activities are not outsourced. We may take external research, including proxy adviser research, as an input. Responsibility for every stewardship decision remains with the investment team and is not delegated to any third party.

This Code is provided to every partner and employee of the Investment Manager on joining and again on each revision. It is reviewed with all relevant personnel on induction and annually thereafter, so that those who implement it understand each of its requirements.

4. Managing conflicts of interest

Principle 2 — Institutional investors should have a clear policy on how they manage conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it.

The governing rule is that the interest of the Fund’s investors is placed before the interest of the Investment Manager, its partners and its employees. Where a conflict cannot be managed so as to satisfy that rule, the conflicted course is not taken.

4.1 Situations in which a conflict may arise. We consider the following to be the material ones:

• Proprietary capital. The partners and employees of the Investment Manager invest their own capital, and may hold the same securities as the Fund. This alignment is deliberate and is central to how we operate, but it creates an evident conflict in the sequencing and pricing of orders;
• Participation in an issuance we may be asked to approve. Where the Fund holds shares in a company that proposes a preferential allotment, an institutional placement or another issue in which the Fund may itself subscribe, we may be entitled to vote on the enabling resolution;
• Service providers and their groups. An investee company may be, or may be connected with, a trustee, custodian, fund accountant, registrar, banker, broker or professional adviser to the Fund or to the Investment Manager;
• Personal relationships. A partner or employee may have a family, business or personal connection with the management, promoters or directors of an investee company;
• Divergence between investors. The interests of investors in one scheme may diverge from those of investors in another, or from those of a particular class of investor.

4.2 How such situations are handled.

• Orders for the Fund take precedence over any proprietary or personal order in the same security. Personal dealing by partners and employees requires pre-clearance and is subject to the Investment Manager’s code of conduct under the SEBI (Prohibition of Insider Trading) Regulations, 2015;
• Every partner and employee declares annually the securities held by them and by their immediate relatives;
• A person with an actual or potential interest in a matter recuses themselves from the discussion and from the decision, and does not seek to influence it. The recusal is recorded;
• Where the Fund may subscribe to an issue on which it is entitled to vote, the vote is decided on the merits of the resolution for shareholders as a whole and the reasoning is recorded in writing before the vote is cast. Where the conflict cannot be managed on that basis, we abstain;
• Transactions in which a conflict is present are effected at arm’s length and on terms no less favourable to the Fund than those which would have applied had the conflict not existed;
• A register of interests and of conflicts identified, together with the decisions taken on them, is maintained by the Compliance Officer;
• Material conflicts are referred to the Designated Partners, whose decision and its reasons are minuted. Where a conflict cannot be mitigated to an acceptable level, the investment or the transaction is prohibited.

The voting function is kept separate from investor relations and business development, so that a commercial relationship cannot influence how a share is voted.

5. Monitoring investee companies

Principle 3 — Institutional investors should monitor their investee companies.

The Fund’s portfolio is deliberately concentrated. It is drawn from the larger listed companies in India and typically holds a few dozen names at a time. We do not hold positions too small to follow, and monitoring is accordingly continuous for every holding rather than reserved for the largest.

5.1 Levels of monitoring. The intensity of monitoring differs by the nature and size of the holding:

• Core holdings — larger positions intended to be held for the long term. Monitored most intensively: every quarterly result and results call, the annual report and its notes, all related party and governance disclosures, and direct engagement with management at least once a year where management is accessible at an appropriate level;
• Event-driven and special situation positions — monitoring is directed at the event: the published terms of the scheme, the entitlement or price, the approvals outstanding, the timetable, and the standalone economics of whatever emerges from it;
• Positions being accumulated or reduced, and residual holdings — baseline monitoring of results, filings and price-sensitive announcements, sufficient to identify anything that would change the decision to buy or to sell.

Where the management of an investee company is not accessible, or where we judge that engagement is producing no information of value, monitoring is carried out on a best-efforts basis from other sources. The absence of access is itself treated as relevant to the holding.

5.2 Areas of monitoring. These include, and are not limited to:

• Company strategy and performance, operational and financial;
• Capital allocation, including capacity expansion, acquisitions and disposals, buybacks, dividends and fresh issuance;
• Industry conditions and their likely effect on the business;
• The quality of management and of the board, and succession in the leadership;
• Corporate governance, including the structure and independence of the board, remuneration, related party transactions, and the identity and tenure of the auditor;
• Accounting quality and the adequacy of disclosure;
• Risks, including environmental, social and governance risks material to the business;
• Shareholder rights, the treatment of minority shareholders, and the handling of shareholder grievances.

5.3 Sources. Monitoring relies on exchange filings and other public disclosure, annual reports, results calls and investor presentations, meetings and correspondence with management, discussion with competitors, suppliers, customers and others familiar with the industry, industry and regulatory data, and independent and sell-side research. Our own analysis of that material is prepared and revisited within the investment team.

5.4 Insider information. We do not seek unpublished price sensitive information, and we tell the management of investee companies so where a conversation approaches it. Should we nonetheless come into possession of such information, whether deliberately or otherwise:

• The security is placed on a restricted list maintained by the Compliance Officer;
• Neither the Fund, nor the Investment Manager, nor any partner or employee deals in that security until the information has been published by the company or has otherwise ceased to be unpublished price sensitive information;
• The information is not communicated to any other person, within or outside the firm, save as the SEBI (Prohibition of Insider Trading) Regulations, 2015 permit;
• The receipt of the information and the restriction imposed are recorded, in accordance with those Regulations and our internal code of conduct.

Where an investee company appears to have disclosed such information selectively and declines to make it public, we may refer the matter to SEBI for guidance, while continuing to observe the restrictions above.

6. Intervention and collaboration

Principle 4 — Institutional investors should have a clear policy on intervention in their investee companies, and a clear policy for collaboration with other institutional investors where required, which should be disclosed.

We invest in businesses whose managements we judge to be owner-oriented, and we expect ordinarily to be a supportive and passive shareholder. Passivity is not, however, a policy of non-intervention. Where the long-term interest of the Fund’s investors is threatened we will intervene, and we will do so irrespective of the size of the holding.

6.1 Circumstances for intervention. These may include:

• Financial performance materially and persistently below what the business and its conditions should produce;
• Corporate governance failures, including board composition, independence and functioning;
• Disclosure that is inadequate, inconsistent or misleading;
• Related party transactions on terms that disadvantage minority shareholders;
• Managerial remuneration disproportionate to performance or to the scale of the business;
• Capital allocation that we judge will destroy value, including acquisitions outside the demonstrated competence of the business;
• A scheme of arrangement whose terms are unfair to minority shareholders;
• Issuance that dilutes existing shareholders without commensurate benefit, or that favours a particular subscriber;
• Instability or unexplained change in the leadership, or in the statutory auditor;
• Material environmental, social or governance risk that is not being addressed;
• Litigation or regulatory action of consequence, and non-compliance with law;
• Any other matter that in our judgement threatens the value of the holding or the rights attaching to it.

6.2 The manner of intervention. We escalate in stages, and stop at whichever stage resolves the matter:

• Engagement. The disagreement is put directly to the management of the company, privately and in the ordinary course of our dealings with them;
• Re-engagement. Where the concern is not addressed within a reasonable period, it is put again, in writing;
• The board. The matter is raised in writing with the board of directors, and in particular with the independent directors and, where relevant, the audit committee;
• Collaboration. We may act with other institutional investors, industry associations, or professional advisers, to make collective representation to the company. Any such collaboration is conducted so as to observe the insider trading regulations and so as not to constitute acting in concert within the meaning of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• Voting. We vote against the relevant resolution, or abstain, in accordance with Section 7;
• Recourse. We may approach SEBI, the stock exchanges or any other appropriate authority, and may take legal recourse where that is in the interests of the Fund’s investors;
• Sale. We may sell the holding. Before intervening, and at each stage of an escalation, we weigh the likely cost and probability of success of intervention against redeploying the capital elsewhere.

Where a holding is already being reduced or is earmarked for sale, intervention will ordinarily not be pursued unless the matter is of a serious nature.

Engagement is conducted privately and in confidence. The outcome of every intervention is assessed by the investment team and reported to the Designated Partners, and the record of past interventions informs how later ones are conducted.

7. Voting

Principle 5 — Institutional investors should have a clear policy on voting and disclosure of voting activity.

7.1 Approach. We vote on every resolution on which the Fund is entitled to vote, and we vote on the merits of the resolution rather than on the identity of the party proposing it. A decision to invest is in part an endorsement of the management of the business, and on routine matters we will ordinarily support the board. That is a starting position and not a standing instruction: we do not support a resolution merely because management has proposed it, and each resolution is assessed before the vote is cast.

7.2 Routine business. Absent a specific concern, we ordinarily vote in favour of the adoption of accounts, the declaration of dividend, the retirement of directors by rotation, and the appointment of auditors on ordinary terms.

7.3 Matters assessed individually. The following are examined on their merits in every case, and the reasoning is recorded before the vote:

• Schemes of arrangement, including mergers, demergers, slump sales, capital reduction and delisting — assessed on the exchange ratio or entitlement, the valuation and fairness opinions supporting it, the treatment of minority shareholders, and the standalone economics of what emerges;
• Preferential allotments, institutional placements, rights issues, and the issue of warrants or convertibles, including to promoters — assessed on price, dilution, the stated use of proceeds, and whether the terms favour a particular subscriber;
• Related party transactions, and the omnibus approvals sought for them;
• Managerial remuneration, and employee stock option plans — assessed on quantum relative to profits, the performance conditions attached, and dilution;
• The appointment, re-appointment or removal of directors — assessed on independence, attendance, the number of other boards held, and conduct;
• The appointment or change of statutory auditors otherwise than in the ordinary course, and any auditor resignation or qualified opinion;
• Alterations to the capital structure, buybacks, and changes to the memorandum or articles of association;
• Change in the objects of the company or in the state of its incorporation;
• Any resolution connected with a matter on which we have raised a concern under Section 6.

7.4 Voting against, and abstaining. We vote against a resolution where we judge it to be contrary to the interests of shareholders as a whole, or where the disclosure accompanying it is insufficient to permit a judgement. We abstain where we hold insufficient information, where the resolution is unlikely to have any material effect on value, or where a conflict of interest under Section 4 cannot otherwise be managed. In each case the reason is recorded. We may depart from the positions described above where the facts of a particular case require it in order to protect the interests of the Fund’s investors, and the rationale for doing so is recorded.

7.5 Mechanism. Votes are ordinarily cast through the electronic voting facilities operated by the depositories. Where electronic voting is not offered, or is not available to us, the vote is cast by postal ballot, or at the meeting by a representative of the Investment Manager or by proxy. Where the shares are held through the Fund’s custodian, the vote is exercised through the arrangements the custodian provides for that purpose.

7.6 Proxy advisers. We may take the research of a proxy adviser as one input into a voting decision where we consider it useful. We are not bound by any recommendation made by such a service, we do not delegate voting decisions to it, and the decision remains that of the investment team. Where we use such services, we will disclose their scope, the identity of the provider, and the extent to which we rely on their recommendations.

7.7 Records. For every resolution the Compliance Officer maintains a record of the resolution, the decision taken, the person who took it, and the reasons for it.

7.8 Disclosure of voting. We disclose the votes cast in respect of the Fund annually, on this website and as part of the annual intimation to investors, within the timelines prescribed by SEBI. The disclosure sets out, for each resolution:

• The date of the meeting;
• The name of the company;
• The type of meeting, whether annual, extraordinary, postal ballot or court-convened;
• A description of the resolution;
• The vote cast, for, against or abstained;
• A brief statement of the reason for the vote.

8. Reporting of stewardship activities

Principle 6 — Institutional investors should report periodically on their stewardship activities.

We report to the Fund’s investors on the discharge of our stewardship responsibilities as follows:

• A report on the implementation of each principle of the Stewardship Code is published on this website annually;
• The votes cast are disclosed annually, in the form set out in Section 7.8;
• Any revision to this Code is disclosed on this website as and when it is made;
• The report also forms part of the annual intimation sent to the Fund’s investors.

9. Ownership, review and approval

This Code is owned by the investment team of the Investment Manager, which is responsible for its implementation and for maintaining the records it requires. The Compliance Officer maintains the register of interests, the restricted list and the voting record, and prepares the reports described in Section 8.

The Code is approved by the Designated Partners of the Investment Manager. It is reviewed at least once a year and updated as necessary, and any material change takes effect only upon their approval. The version published on this page is the version in force. A superseded version may be obtained from the compliance desk on request.

10. Contact

Any question concerning this Code, and any request for the record of votes cast, may be addressed to:

Email: compliance@shatrunjaya.in
Telephone: +91 8369413370