Trust

BTH Capital is formed in India as a contributory trust set up by the Settlor under the Indian Trusts Act, 1882 and registered in India under the provision of the Registration Act, 1908. The Trust has been registered with SEBI as a Category III AIF as per the AIF Regulations. The Trust will be required to comply with the Applicable Laws.

Trustee

Vistra ITCL (India) Limited, a company incorporated under the Companies Act, 1956 is appointed as a Trustee to the Trust and its schemes.

Fund

BTH Classic Growth Fund is a open-ended scheme of the Trust.

Investment Manager

BTH Partners LLP will act as the Investment Manager of the Fund.

Sponsor

LongView Partners LLP will act as the sponsor of the Fund.

Targeted Investors

Units in the Fund are being placed with sophisticated and/or private investors including government institutions, corporate, public sector undertakings and private banks, insurance companies, global development, financial institutions and multilateral organizations, high net worth individuals, institutional investors, foreign investors and other permissible investors.

Key Investment Team

The Key Investment Team of the Investment Manager consist of:

1. Mr. Aditya Sood
2. Ms. Sugandhi Sud
3. Mr. Vishal Satinder Sood

Principle 1

AIFs should formulate a comprehensive policy on the discharge of their stewardship responsibilities, publicly disclose it, review and update it periodically.

Stewardship activities include monitoring and engaging with investee companies on matters such as performance (operational, financial, etc.), strategy, corporate governance (including board structure, remuneration, etc.), material environmental, social, and governance (ESG) opportunities or risks, capital structure, etc. These activities should form an integral part of the selection of investments as well as the on-going engagement, monitoring and communication with investee companies. BTH Partners LLP will be taking the following steps in this regard:

• The Investment Team will be responsible for monitoring and engaging with the companies the Funds invest in, taking into consideration matters such as operational or financial performance, strategy, material environmental, social, and governance (ESG) opportunities or risk, capital structure, corporate culture and corporate governance including but not limited to board structure, remunerations to key managerial persons, appointment of auditors, etc.
• The Investment Team may from time to time hold meetings with the management of such companies in which they actively invest and those which are under consideration, as appropriate.

The services of the external service providers such as advisors, consultants, investment bankers may be used from time to time for investment or divestment matters, however, the ultimate decisions will be taken by the Investment Team.

Discharge of Stewardship Responsibilities:

The Company would discharge its stewardship responsibilities with respect to AIFs through one or more of the following means: (i) Exercising voting rights on behalf of AIFs on the matters proposed for shareholders’ decisions by the Portfolio Companies, as may be necessary to protect the interest of AIFs/Investors. (ii) Encouraging responsible corporate governance practices in the Portfolio Companies as the need arises. (iii) Participation in matters relating to material environmental, social and governance opportunities as and when the opportunity arises with respect to the Portfolio Companies. (iv) Co-ordinating and engaging on need basis with other institutional investors in the Portfolio Companies towards a joint and collective approach.

Oversight of Stewardship Responsibilities:

The Stewardship Committee shall ensure implementation of stewardship principles and training to the respective team members on an ongoing basis. Minutes of the meeting of the Stewardship Committee shall be placed before the Board. The stewardship committee may decide to avail the services of external agencies and mechanisms for discharging stewardship responsibilities would be updated in the policy.

Notwithstanding the above, the ultimate stewardship responsibilities shall be discharged by the Company.

Principle 2

AIFs should have a clear policy on how they manage conflicts of interest in fulfilling their stewardship responsibilities and publicly disclose it.

While dealing with investee companies, there may be instances where a potential conflict of interest may be identified between the interests of shareholders of the investee company and the Funds’ unitholders’ interest. BTH Partners LLP has a Conflict of Interest Policy in place.

Managing Conflicts of Interest:

In the realm of Alternative Investment Funds (AIFs), managing conflicts of interest is crucial for maintaining trust and ensuring fair practices. The term “conflict of interest” refers to instances where personal or financial considerations may compromise or have the potential to compromise the judgment of professional activities. A conflict of interest exists where the interests or benefits of Investment Manager (including its employee, officer or director) conflict with the interests or benefits of its unitholders or the investee companies. Investment Manager shall avoid conflicts of interest where possible and keep the Investor’s interest above.

Avoiding Conflict of Interest:

The employees / persons of the Investment Manager shall undertake reasonable steps to avoid actual or potential conflict of interest situations. In the event of any doubt as to whether a particular transaction would create (or have the potential to create) a conflict of interest, employees / persons shall consult with the Compliance Officer.

Identifying Conflict of Interest:

While dealing with investee companies, Investment Manager may face situations where conflict of interest may arise, inter alia, in the following instances, where:

1. Investment Manager and the investee company are part of the same group.
2. Investee company being a group or associate company.
3. Investee company has substantial / material business relationship with the Investment Manager.
4. The investee company is partner or holds an interest, in the overall business or is a distributor for Investment Manager.
5. Any of the group companies or associates of Investment Manager is a partner of the investee company.
6. A nominee of Investment Manager has been appointed as a director or a key managerial person of the investee company.
7. A director or a key managerial person of Investment Manager has a personal interest in the investee company.
8. Investment Manager (including its employee, officer or director) is likely to make a financial gain, or avoid a loss, at the expense of unitholder or the investee company.

The above list is an inclusive but not exhaustive list of situations where conflicts of interest may arise. For any other situation where conflicts of interest may arise, all stakeholders will strictly follow the procedure of managing conflicts of interest as per this policy.

Further the matters pertaining to conflict will also be reviewed in accordance with the conflict policy of the Company including the deliberation by the Conflict Management Committee. Once the conflict of interest has been appropriately disclosed, the Compliance Officer will take the required decisions and update the Company ’s Board of Directors appropriately from time to time.

As a rule, in all cases of conflicts of interests the voting decisions of Investment Manager will be based on the best interests of the unitholders.

Principle 3

AIFs should monitor their investee companies.

Monitoring the investee companies on a range of issues, including ESG matters is essential to the investment process of the Fund. Majority of company research is a result of interaction with the company’s management, suppliers, customers, and competitors as well as the Fund managers and analysts endeavor to accurately assess investee companies by utilizing all the information available in public domain.

Investment decisions are based upon thorough analysis of financial information including earnings trends and capital structures, as well as non-financial information like management strategies and firms’ ESG strategies. Such information is acquired through disclosures made by the companies, holding regular meetings and appropriately engaging with investee companies to the extent possible.

The investment team will undertake monitoring through other sources such as information available in public domain and checks with suppliers, peers, customers, strategy and business outlook, financial performance, management evaluation and corporate governance issues, capital structure etc. of the company to the extent feasible. Monitoring on areas like succession planning, remuneration, environmental issues will be undertaken on best effort basis.

Principle 4

AIFs should have a clear policy on intervention in their investee companies. AIFs should also have a clear policy for collaboration with other institutional investors where required, to preserve the interests of the ultimate investors, which should be disclosed.

The Investment Manager may intervene into the investee company on case-to-case basis if it feels that its intervention is required to protect value of its investment and discharging its stewardship responsibility. This decision regarding intervention will be taken based on the disclosures, non-compliance of regulations, various performance parameters, governance issues, financial performance of the company, ESG risks, corporate plans/ strategy, etc.

If concerns regarding an investee company’s approach or decisions arise, meetings or discussions would, if appropriate, take place on a confidential basis with a view to resolve the issue constructively and where possible as part of the Investment Team’s ongoing dialogue.

If dissatisfied with the response of the investee company, Investment Team after having requisite discussions with the investment committee of the Fund, may escalate the matter to the board of directors of the investee company.

The Fund may choose to engage with the investee company through consultations with other institutional investors as for the issues that require larger engagement with the investee company.

In circumstances where the fund’s approach to engage with management of investee company is not achieving the required level of discussion or success or where the unitholders’ interests is at risk to a sufficient degree, the fund may act in conjunction with other institutional investors. For such situations, other investors or formal or informal groups, as appropriate, may be consulted.

The decision to collaborate on investee company specific matters will be judged on a case by case basis and only when Investment Team believes collaborative actions would be an effective means by which investors can exercise appropriate influence.

Further, the act of collaboration with other institutional investors will not be deemed to be an act of collusion, joint venture or persons acting in concert.

Principle 5

AIFs should have a clear policy on voting and disclosure of voting activity.

As an institutional shareholder in an investee company, it is not only our duty but also an important responsibility to vote on the shareholders’ resolutions. A separate voting policy has been formulated and the same will be adhered to at the time of voting for the Investee companies.

The voting has to be done by exercising own independent judgement, acting in the best interest of the Fund and its unitholders. The Fund shall exercise votes in the direction of improving the economic value of the portfolio and protecting the rights of the unitholders considering the factors specified below.

We have policies and procedures designed to ensure that we collect and analyze all relevant information for each meeting, apply our proxy voting guidelines accurately, and execute the votes in a timely manner.

We vote proxies in the best interests of our clients as shareholders and in a manner that maximizes the economic value of the holdings. Importantly, we neither automatically vote proxies either with management nor have we appointed a third-party proxy provider, because we believe that we will be the best to vote on any resolution.

Principle 6

AIFs should report periodically on their stewardship activities.

In addition to the regular fulfilment of their stewardship activities, all the activities undertaken & responsibilities discharged with respect to implementation of stewardship Code shall be communicated to the unitholders on timely basis.

Amendments/Updates, Review and control

The Compliance Officer will review this Code on an annual basis or earlier, if required, in light of change in regulatory compliance and business reasons.