Bervin Investments & Leasing Ltd Directors Report

The Income of the Company is derived from a mix of dividend, securities trading and other income. The investments as on 31st March, 2025, comprised of mostly quoted securities and few unquoted securities.

STATE OF THE COMPANYS AFFAIRS

During the financial year under review, the Company continued its operations as a Base Layer Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India (RBI) under the Scale-Based Regulatory Framework. The Company does not maintain any customer interface.

The principal activities of the Company during the financial year were limited to the business of investment activities.

DIVIDEND

Your Directors do not propose any dividend for the Financial Year ended March 31, 2025.

RESERVES

During the financial year under review, the Company has not transferred any amount to the General Reserve.

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

OVERVIEW OF SUBSIDIARIES AND ASSOCIATES/ JOINT VENTURES

During the financial year under review, M/s. Bervin Investment and Leasing Limited, holds investment in M/s. Wavin India Limited by more than 20% of the total paid up share capital of M/s. Wavin India Limited. As per IND AS 28, para 6, if an investor holds, directly or indirectly (e.g. through subsidiaries), 20% or more of the voting power of the investee, it is presumed that the investor entity has significant influence unless demonstrated otherwise.

However as per para 7 of the Standard, there has to be existence of significant influence by an investor which is usually evidenced in one or more of the following ways:

a) Representation on the board of directors or equivalent governing body of the investee;

b) Participation in policy-making processes, including participation in decisions about dividends or other distributions;

c) Material transactions between the investor and its investee;

d) Interchange of managerial personnel; or

e) Provision of essential technical information.

Since none of the above influence(s) exist in any way, therefore M/s Bervin Investment and Leasing Limited has no significant influence or control in or on M/s Wavin India Limited. And accordingly M/s. Wavin India Limited ceases to be an associate of M/s. Bervin Investment and Leasing Limited as defined in the Standard namely IND AS 28.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at www.bervin.com

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s Krishan K. Gupta & Co., Chartered Accountants (Firm Registration No. 000009N), were re-appointed as the Statutory Auditors of the Company at the 33^rd Annual General Meeting (AGM) of the Company held on September 27, 2023 for the term of five consecutive years, i.e., from the conclusion of the 33^rd AGM until the conclusion of the 38^th AGM of the Company.

The report given by M/s. Krishan K. Gupta & Co., Chartered Accountants, Statutory Auditors on financial statements of the Company for the financial year 2024-25 is part of the Annual Report. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s Manisha Gupta and Associates, Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed with the report as Annexure I.

With regard to the observation of the Secretarial auditor, that the Company has appointed the same person as their Manager and Chief Financial Officer, it is stated that Section 203 of the Act which governs the appointment of Key Managerial Personnel (KMP) does not restrict or debar, a person from holding more than one KMP position in the same company at the same time. Given the view, the Company is in compliance with Section 203 of the Act.

Pursuant to the requirements prescribed under Section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, based on the recommendation of the Audit Committee, it is proposed to appoint M/s Manisha Gupta & Associates, Practicing Company Secretaries, a peer reviewed firm (Firm Registration No. S2005DE877900), as Secretarial Auditor of the Company for the term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Shareholders at the ensuing Annual General Meeting.

Members attention is drawn to a Resolution proposing the appointment of M/s. Manisha Gupta & Associates, Company Secretaries, as Secretarial Auditors of the Company which is included in the Notice convening the Annual General Meeting.

Cost Records and Cost Auditors

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

DEPOSITS

During the financial year under review, your Company has neither accepted any deposits from the public nor any amount was outstanding as principal or interest as at the end of financial year. There were no unclaimed or unpaid deposits lying with the Company.

RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has formulated a policy on materiality of related party transactions and on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act and Listing Regulations. The same is displayed on the website of the Company at www.bervin.com. Further, during the year under review, the Company has not entered into contract or arrangement or transaction with any Related Party and hence, the disclosure in Form AOC-2 is not applicable.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Meetings of the Board

Six meetings of the Board of Directors were held during the year. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.

Change in Directorship / KMPS

During the financial year under review, there was no change in the Directors and Key Managerial Personnel of the Company.

After the closure of the financial year under review, Mr. Alok Saklani ceased to hold the office of Director due to his unfortunate demise on May 03, 2025. The directors express their profound grief over the sad demise of Mr. Alok Saklani, Non-executive independent director of the Company. The Board places on record its heartfelt gratitude for his notable contributions to the Company. Subsequently, the Company appointed Mr. Ashok Ogra as an Additional Director in the category of Non-Executive Independent Director with effect from May 20, 2025, subject to the approval of shareholders.

Director liable to retire by rotation

Pursuant to the provisions of the Act and the Companys Articles of Association, Mr. Satish Kumar Murgai (DIN 00040348) who is aged about 78 years, retires by rotation and, being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended his continuation/re- appointment beyond the age of 75 years and a resolution seeking Shareholder approval for his reappointment forms part of the Notice of ensuing Annual General Meeting of the Company.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of Listing Regulations there has been no change in the circumstances affecting their status as Independent Directors of the Company.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and applicable Regulations of Listing Regulations, the Board is required to carry out annual evaluation of its own performance and that of its Committees and individual Directors. The Nomination and Remuneration Committee has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its committees and individual Directors.

As part of the Board evaluation process, feedback was sought from Directors on several dimensions of the Boards overall functioning. This included the degree to which key responsibilities were fulfilled, the structure and composition of the Board, the establishment and delegation of responsibilities to various committees, the effectiveness of Board processes and information flow, and the overall culture and dynamics of the Board. The Directors were invited to provide feedback on the performance of their peers, focusing on aspects such as attendance and active participation in Board and Committee meetings, as well as the support and guidance provided to Management outside of these meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of individual Directors.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with Section 177(9) of the Companies Act, 2013 and the applicable rules made thereunder, as well as Regulation 22 of the Listing Regulations, the Company has implemented a Whistle Blower Policy / Vigil Mechanism. This framework provides Directors, employees, and business associates with a secure and confidential channel to report concerns relating to unethical practices, misconduct, fraud, violations of the Companys Code of Conduct, or actual/suspected leakage of unpublished price sensitive information—without fear of retaliation. The Vigil Mechanism is under the direct supervision of the Chairperson of the Audit Committee, ensuring transparency and accountability in the process. The Whistle Blower Policy / Vigil Mechanism is available on the Companys website at www.bervin.com.

NOMINATION AND REMUNERATION POLICY

In terms of Section 178 of the Act and Regulation 19 of Listing Regulations, the Nomination and Remuneration Policy of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved and adopted by the Board of Directors and can be accessed at Companys website at www.bervin.com.

As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are annexed as Annexure II hereto and forms part of this report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Being an investment company and not involved in any industrial or manufacturing activities, , the Companys activities entail negligible energy consumption and has no particulars to report regarding conservation of energy and technology absorption. Nevertheless, the Company remains committed to adopting measures aimed at further enhancing energy efficiency wherever feasible.

Furthermore, there were no foreign exchange earnings or outgo during the financial year under review.

CORPORATE GOVERNANCE REPORT

Your Company always places major thrust on managing its affairs with diligence, transparency, responsibility and accountability there by upholding the important dictum that an organizations corporate governance philosophy is directly linked to high performance.

The Company is committed to upholding best corporate governance practices. It recognizes and respects its fiduciary responsibilities to stakeholders and society at large, and consistently strives to protect their interests— fostering long-term value creation and sustainable wealth for all stakeholders.

Pursuant to Regulation 34(3) of the Listing Regulations, the Corporate Governance Report is presented in a separate section forming part of this Annual Report. Certificate from the practicing company secretary confirming compliance of conditions of corporate governance is attached to Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34(2)(e) of the Listing Regulations, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the employees is annexed as Annexure III.

Particulars of employee remuneration as per Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Directors Report. However, having regard to the provisions of Section 136 of the Companies Act, 2013, the report is being sent to the Members excluding the aforesaid statement. Any Member interested in obtaining a copy thereof, may write to the Company at investor@bervin.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act pertaining to investment, guarantee and lending activities are not applicable to the Company since the Company is a Non-Banking Financial Company ("NBFC") and whose principal business is acquisitions of securities.

RISK MANAGEMENT

The Board of Directors remains committed to maintaining a sound risk management framework. The Board holds the primary responsibility for identifying, evaluating, and monitoring key risks that may affect the Companys business operations and performance. In fulfillment of this responsibility, the Board ensures that appropriate systems and internal controls are in place to effectively mitigate identified risks. The Company has established internal processes to periodically assess a wide range of risks, including operational, financial, strategic, and compliance-related risks. These processes are designed to proactively identify potential threats, evaluate their possible impact, and implement measures to manage or mitigate such risks.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company has an adequate system of internal financial controls commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Such practice provides reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with the applicable legislations.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Corporate Social Responsibility Committee comprises Mr. Satish Kumar Murgai (Chairperson), Mr. Vivek Manohar Padgaonkar and Mrs. Kalpana Umakanth.

The disclosure of the contents of CSR Policy and amount spent on CSR activities during the year under review are disclosed in Annual Report on CSR activities annexed hereto as Annexure IV and forms part of this Report. The CSR policy of the Company is available on the website of the Company at www.bervin.com

AUDIT COMMITTEE

The Audit Committee as on date of this report comprises Mr. Vivek Manohar Padgaonkar (Chairperson), Mr Satish Kumar Murgai and Mr Ashok Ogra. All the recommendations made by the Audit Committee were accepted by the Board.

COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and the rules made thereunder, the Company has in place policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The provisions relating to the constitution of an Internal Complaints Committee (ICC) are not applicable to the Company and hence, no such committee has been constituted.

During the financial year under review, the Company did not receive any complaints of sexual harassment.

REPORTING OF FRAUDS

During the financial year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Act, to the best of their knowledge and ability, your Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures from the same;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis; and

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of sweat equity shares to the employees or directors of the company.

c. No application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

d. No instance of one time settlement with any Bank or Financial Institution.

e. No amendment in the policies referred in this report.

The Board of Directors expresses its sincere appreciation to all stakeholders for their continued support and cooperation extended to the Company during the year under review. The Directors also wish to place on record their deep gratitude to the shareholders for their unwavering confidence and trust in the Company.