Governance — Corporate Governance
Stewardship · Accountability · Responsible Growth
Clear authority. Accountable leadership.
Our corporate governance framework is designed to connect ownership oversight, board judgement, executive responsibility and subsidiary accountability—so that material decisions are made by the right people, supported by reliable information and recorded with discipline.
HoldCo Oversight
Group Direction & Capital
Reserved Matters
Material Decisions Escalated
Delegated Authority
Clear Approval Ownership
Consolidated Reporting
One Group View
Local Accountability
Entity-Level Duties Preserved
Our Governance Philosophy
Governance is the operating system for responsible growth.
Corporate governance is not limited to board meetings or statutory filings. It is the practical system that defines who may decide, what must be escalated, how information is tested and how accountability is preserved across a growing group of companies.
The framework is designed to balance central group oversight with the separate legal duties of each subsidiary. Group standards support consistency; local directors and managers remain responsible for the entities they lead.
Authority follows purpose
Decisions sit at the lowest competent level, while material matters remain reserved for higher approval.
Information precedes approval
Decision-makers receive timely, relevant and reasonably verified information before committing capital or risk.
Legal entities remain distinct
Separate records, contracts, accounts, approvals and statutory responsibilities are maintained for each company.
Performance and conduct both matter
Commercial results do not override legal duties, ethical standards, risk limits or stakeholder responsibilities.
Governance Architecture
Four layers. One line of accountability.
The architecture separates ownership, oversight, execution and entity-level responsibility. Each layer has a distinct role and should avoid taking over duties that belong to another.
01
Shareholders & Ownership
Set the ownership mandate, appoint directors and approve matters that fundamentally affect capital, control or the constitutional direction of the company.
- Ownership and capital structure
- Appointment of directors
- Major constitutional changes
- Fundamental transactions
02
Board of Directors
Exercise independent judgement over strategy, stewardship, risk, capital, performance and the conduct of the company.
- Strategy and annual priorities
- Capital allocation and financing
- Management oversight
- Risk, compliance and controls
03
Executive Leadership
Translate board-approved direction into plans, budgets, operating decisions, resource allocation and measurable performance.
- Execution and operating plans
- Management information
- People and organisational delivery
- Control ownership and escalation
04
Subsidiary Governance
Protect local legal duties, statutory compliance, financial records and operational accountability within each group company.
- Local board and officer duties
- Entity-specific approvals
- Separate books and contracts
- Group reporting and policy adoption
Board Mandate
Oversight that protects value and enables growth.
The board’s role is to provide direction and challenge—not to replace day-to-day management. Its attention should remain concentrated on material matters, the quality of information, the strength of controls and the long-term interests of the company.
01
Strategy & Purpose
Approve the strategic direction, business priorities, market choices and long-term value-creation agenda.
Direction & Strategic Fit
02
Capital & Financial Stewardship
Review budgets, capital allocation, financing, liquidity, material investments and the integrity of financial reporting.
Capital Discipline
03
Performance Oversight
Monitor results, forecasts, operating exceptions, strategic milestones and management’s response to underperformance.
Performance & Accountability
04
Risk & Compliance
Understand material risks, approve risk boundaries and oversee legal, regulatory and control responsibilities.
Risk-Aware Growth
05
Leadership & Organisation
Oversee senior leadership, capability, succession, culture and the organisational conditions required for responsible execution.
People & Continuity
06
Stakeholders & Reputation
Consider the interests of shareholders, employees, customers, partners, regulators and communities in material decisions.
Trust & Reputation
Reserved Matters
Material decisions require the right level of authority.
A reserved-matters schedule protects the group from decisions being made without appropriate visibility or challenge. Final thresholds should be approved in formal delegations and aligned with each entity’s constitutional and legal requirements.
No.
Decision Area
Typical Matters Requiring Higher Approval
01
Ownership & Capital
Issue or transfer of shares, changes in capital, new investors, dividends, guarantees or changes affecting ownership control.
02
Strategy & Market Entry
New countries, major channels, new business verticals, material changes to approved strategy or creation of new legal entities.
03
Investments & Transactions
Acquisitions, disposals, joint ventures, strategic investments, large capital expenditure or transactions outside ordinary business.
04
Financing & Treasury
Borrowings, security, material bank facilities, foreign-exchange exposure, guarantees, cash concentration or non-standard payment arrangements.
05
Material Contracts
Long-term commitments, exclusivity, significant supplier or distributor agreements, leases, strategic partnerships and unusual liabilities.
06
Brand, IP & Related Parties
Transfer or licensing of core intellectual property, related-party transactions, intercompany arrangements and material brand commitments.
07
Legal, Regulatory & Reputation
Material litigation, investigations, sanctions exposure, significant product incidents, public statements or events that could affect reputation.
Delegated Authority
Decision rights should be explicit, proportionate and traceable.
Delegation enables speed without weakening oversight. Every approval should identify the decision owner, financial or risk threshold, required consultation, supporting evidence and record of approval.
Reserved Authority
Board / Shareholders
Decide constitutional, strategic, capital and high-risk matters that cannot be delegated without formal authority.
- Approve strategy and material capital decisions
- Appoint or oversee senior leadership
- Review significant risk and compliance events
- Approve matters outside delegated limits
Group Authority
Group Executive Leadership
Coordinate group-wide execution, budgets, resources, shared standards and cross-entity priorities within approved mandates.
- Translate strategy into operating plans
- Allocate approved resources
- Review performance and exceptions
- Escalate material deviations
Entity Authority
Subsidiary Boards
Discharge local legal duties and approve entity matters within group policy, local law and agreed reserved-matter boundaries.
- Approve local statutory matters
- Protect entity solvency and records
- Review local risk and compliance
- Oversee entity management
Operating Authority
Management
Make routine commercial and operational decisions within approved budgets, policies, contracts and authority thresholds.
- Execute plans and manage teams
- Operate controls and maintain records
- Manage customers, suppliers and delivery
- Report exceptions promptly
Subsidiary Governance
A group view without erasing legal accountability.
LDV Groove’s operating structure separates holding-company oversight from the duties of individual operating companies. This supports risk separation, cleaner performance tracking, investor readiness and clearer responsibility for contracts, employees, tax, products and local operations.
01
Separate legal records
Each entity maintains its own statutory records, books, bank accounts, contracts, tax registrations and approvals.
02
Documented intercompany relationships
Services, funding, brand licences, supply, management support and shared costs should be governed by written agreements.
03
Consistent group standards
Common policies, reporting formats and control expectations support comparability without replacing local duties.
04
Escalation without ambiguity
Material events, exceptions and reserved matters move to group oversight through defined reporting and approval channels.
Governance Rhythm
A disciplined calendar keeps oversight current.
The final meeting calendar should reflect legal requirements, business scale and risk. The following model illustrates a practical cadence rather than confirming that each forum is already formally constituted.
01
Management Review
Frequent operating review of performance, liquidity, inventory, commercial execution, people and critical exceptions.
- Operating KPIs and forecasts
- Cash and working capital
- Execution risks and blockers
- Actions, owners and deadlines
02
Board Review
Periodic board consideration of strategy, financial performance, capital, risk, compliance and reserved matters.
- Board pack and decision papers
- Management performance
- Material risks and incidents
- Formal minutes and resolutions
03
Annual Planning
Structured review of strategy, budget, investment priorities, funding, leadership capability and major market decisions.
- Strategic priorities and budget
- Capital allocation
- Risk appetite and control plan
- Organisational capability
04
Statutory & Assurance Cycle
Entity-specific filings, financial statements, audits, tax reviews, licence renewals and legal record maintenance.
- Corporate and tax calendars
- Audit and financial statements
- Policy and authority review
- Director and register updates
Director Conduct
Judgement guided by duty, care and independence.
Directors should act for the company they serve, exercise informed judgement and address conflicts openly. Group affiliation does not remove the legal duties owed to an individual company.
01
Act in Good Faith
Consider the company’s interests, purpose and long-term consequences rather than personal advantage.
02
Exercise Care
Read the information, ask questions, understand material assumptions and seek specialist advice when appropriate.
03
Use Independent Judgement
Challenge constructively and avoid treating group direction as a substitute for proper board consideration.
04
Disclose Conflicts
Declare relevant interests, avoid influencing conflicted decisions and ensure the response is documented.
05
Protect Information
Maintain confidentiality, secure board records and use sensitive information only for legitimate company purposes.
Reporting & Assurance
Reliable information strengthens every decision.
Governance depends on complete, timely and understandable reporting. Consolidation should make the group visible without obscuring local entity performance, obligations or risk.
01
Board Information
Concise decision papers, performance analysis, forecasts, risks, alternatives and recommendations prepared early enough for review.
02
Consolidated Group View
Comparable financial and operating information across companies, supported by consistent definitions and master data.
03
Entity-Level Accountability
Separate legal, financial, tax, contractual and compliance reporting for each company in the group.
04
Assurance & Audit Trail
Minutes, approvals, reconciliations, supporting evidence, statutory audit and specialist review where required.
Corporate Stewardship
Govern clearly. Decide responsibly. Build for the long term.
Strong corporate governance creates confidence in how capital is allocated, how leaders are held accountable and how growth is pursued across the group.
Building businesses, creating brands and delivering long-term value through capital, strategy, partnerships and disciplined execution.
© 2026 LDV Groove Capital Private Limited. All Rights Reserved. · Capital · Strategy · Growth