Bervin Investments & Leasing Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 36th (Thirty Sixth) Annual Report on the business and operations of BERVIN INVESTMENT AND LEASING LIMITED ("the Company") together with the Audited financial statements for the financial year ended March 31, 2026.

FINANCIAL PERFORMANCE

The financial performance of the Company for the year ended March 31, 2026 is summarized below:

(Amount in $ 000)

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Income	3,515	2939
Expenses	1,60,174	12,734
Net Profit/(Loss)	(1,56,658)	(9,795)

The Income of the Company is derived from a mix of dividend and other income. The investments as on 31st March, 2026, 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.

SHARE CAPITAL

There has been no change in the paid-up share capital of the Company during the period under review. As on March 31, 2026, the issued, subscribed and paid-up equity share capital of the Company stood at Rs. 5,89,81,000 divided into 58,98,100 equity shares of face value of Rs.10/- each.

DIVIDEND

Your Directors do not propose any dividend for the Financial Year ended March 31, 2026

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, Bervin Investment and Leasing Limited, holds investment in Wavin India Limited by more than 20% of the total paid up share capital of 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, Bervin Investment and Leasing Limited has no significant influence or control in or on Wavin India Limited and accordingly Wavin India Limited ceases to be an associate of 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

Statutory Auditor and Auditors Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s Kumar Ambuj & Associates, Chartered Accountants (Firm Registration No. 020036N), was appointed as Statutory Auditors of the Company at the Board Meeting held on July 14, 2025 to fill the casual vacancy caused due to the demise of Mr. Krishan Kumar Gupta (Membership No. 008311), Sole Proprietor of M/s. Krishan K Gupta & Co, Chartered Accountant (FRN: 000009N), who held office as the Statutory Auditors of the Company until the conclusion of the 35th Annual General Meeting of the Company.

Accordingly, based on the recommendation of the Board, M/s Kumar Ambuj & Associates, Chartered Accountant (FRN: 020036N) were appointed as the Statutory Auditors of the Company at the 35th Annual General Meeting (AGM) of the Company held on September 26, 2025 for a term of five consecutive years, commencing from the conclusion of the 35th AGM until the conclusion of the 40th AGM of the Company.

The report given by M/s. Kumar Ambuj & Associates, Chartered Accountants, Statutory Auditors on financial statements of the Company for the financial year 2025-26 forms part of the Annual Report. The Auditors Report does not contain any qualification, reservation, adverse remark, and disclaimer and carries an unmodified opinion. The Auditors Report is self-explanatory and, therefore, do not call for any further comments pursuant to Section 134(3) (f) of the Act.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the members of the Company at their 35th Annual General Meeting held on 26th September, 2025, appointed M/s Manisha Gupta and Associates, Practicing Company Secretaries, a peer reviewed firm (Firm Registration No. S2005DE877900), as Secretarial Auditors of the Company for a term of 5 (five) consecutive years i.e. from the conclusion of the 35th AGM until the conclusion of the 40th AGM of the Company, to conduct the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed with this 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.

Internal Auditor

Pursuant to the provisions of Section 138 of the Act, the Company has appointed Mr. Manoj Kumar Prajapati as the Internal Auditors for Financial Year 2025-26 for conducting internal audit of the Company.

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 was any amount 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

Nine meetings of the Board of Directors were held during the year i.e. on 07.04.2025, 20.05.2025, 29.05.2025, 14.07.2025, 12.08.2025 01.09.2025, 13.09.2025, 04.11.2025, 12.02.2026. 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, Mr. Alok Saklani ceased to hold the office of Director due to his unfortunate demise on May 03, 2025. The Board places on record its heartfelt gratitude for his notable contributions to the Company. Subsequently, the Board of Directors, upon recommendation of the Nomination and Remuneration

Committee appointed Mr. Ashok Ogra (DIN: 11115254) as an Additional Director in the category of Non-Executive Independent Director with effect from May 20, 2025, subject to the approval of shareholders. Accordingly, the shareholders through Postal Ballot passed a Special Resolution for the appointment of Mr. Ashok Ogra (DIN: 11115254) w.e.f. August 06, 2025, who meets the criteria for independence as provided in Section 149(6) of the Act, as Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive years i.e. from May 20, 2025 to May 19, 2030.

Director liable to retire by rotation

Pursuant to the provisions of the Act and the Companys Articles of Association, Mrs. Kalpana Umakanth (DIN: 00105594) who is aged about 66 years, retires by rotation and, being eligible, offers herself for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended her continuation/re-appointment and a resolution seeking Shareholder approval for her reappointment forms part of the Notice of ensuing Annual General Meeting of the Company.

Brief resume, nature of expertise, disclosure of relationships between Directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

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 Regulation 17 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 Companies Act, 2013, 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 provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company during the Financial Year 2025-26, as the Company did not meet any of the prescribed thresholds relating to net worth, turnover, or net profit as specified under the said section during the immediately preceding financial year. The CSR policy of the Company is available on the website of the Company at www.bervin.com.

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 a policy in place which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The provisions relating to the constitution of an Internal Committee 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.

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, 2026, 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, 2026 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

GENERAL

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.

ACKNOWLEDGEMENTS

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.

DATE: MAY 29, 2026

PLACE: NEW DELHI

KALPANA UMAKANTH

DIRECTOR & COMPANY SECRETARY

DIN: 00105594