Your Directors have pleasure in presenting their 34^th (Thirty Fourth) Annual Report on the business and operations of BERVIN INVESTMENT AND LEASING LIMITED ("the Company") and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Financial performance of your Company for the year ended March 31, 2024 is summarized below:

(Amount in Rs. Thousand)

2. STATE OF THE COMPANY'S AFFAIRS

The total income of the Company for the F.Y 2023-24 was Rs. 120,684/- (Amount in Thousand) as compared to Rs. 108,638/- (Amount in Thousand) in the previous year 2022-23. The Company has registered profit after tax of Rs. 86,165/- (Amount in Thousand) as compared to loss in Previous Year of Rs. 100,279/- (Amount in Thousand).

3. SHARE CAPITAL

The paid up equity share capital as at March 31, 2024 stood at Rs. 58,981/- (Amount in Thousand). There has been no increase / decrease in the Authorised and Paid up Share Capital of your Company during the year under review.

Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.

4. DIVIDEND

In order to conserve resources of the Company for continuing its business operations the Company has not declared dividend.

5. RESERVES

The company has transferred an amount of Rs. 17,233/- (Amount in Thousand) to Reserve Fund, as per the Sec 45-IC of the RBI Act, 1934.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

7. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business carried on by your Company during the year under review.

8. CHANGE IN THE NAME AND REGISTERED OFFICE OF THE COMPANY:

There is no change in the Name of the Company and Registered Office Address of the Company.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of Board Report.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there has been no such Significant and Material Orders passed by the Regulators or courts or tribunals impacting the going concern status and your Company's operations in future.

Also, there had been no application filed for Corporate insolvency resolution process under "The Insolvency and Bankruptcy Code, 2016", by a Financial or operational creditor or by your Company itself during the period under review.

There was no instance of onetime settlement with any Bank or Financial Institution.

11. OVERVIEW OF SUBSIDIARIES AND ASSOCIATES/ JOINT VENTURES

During the financial year 2023-24 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.

12. CREDIT RATING

The Company is not required to obtain any credit rating from the credit rating agencies.

13. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available on the website of the Company at www.bervin.com

14. AUIDTORS

A) STATUTORY AUDITOR

In terms of provisions of Section 139 of the Companies Act, 2013, M/s Krishan K. Gupta & Co., Chartered Accountants (FRN.: 000009N) were re-appointed as Statutory Auditors of the Company at the 33^rd Annual General Meeting (AGM) held on September 27, 2023, to hold office till the conclusion of 38^th AGM of the Company to be held in the year 2028.

B) SECRETARIAL AUDITOR

M/s Manisha Gupta and Associates are appointed as the Secretarial Auditor of the Company for the financial year 2023-24 for conducting the Secretarial Audit of the Company.

C) INTERNAL AUDITOR

Mr. Manoj Kumar Prajapati is the Internal Auditor of the Company for the Financial Year 2023-24. He is a qualified Chartered Accountant with over 19 years' experience in assignments involving fraud investigation, risk assessment, AML/ KYC review, internal control assessment, vendor due diligence, FCPA due diligence and market intelligence.

15. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OF DISCLAIMERS MADE BY THE STATUTORY AUDITOR(S) AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT

• STATUTORY AUDIT REPORT

The Auditors Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There is no qualification, reservation or adverse remarks or disclaimer in the Auditor's Report on the financial of the Company. The observations of the Auditors in their report are selfexplanatory and therefore, in the opinion of the Directors, do not call for further comments. Report. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act.

The detailed report is annexed as Annexure VI along with Financials of the Company as Annexure VII.

• SECRETARIAL AUDIT REPORT

The report of the Secretarial Auditor is self-explanatory and therefore, in the opinion of the Directors, do not call for further comments. The report in Form MR-3 along with Secretarial Compliance Report is attached as Annexure II.

16. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Financial Statements of the Company have been prepared in accordance with IND AS, as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act. Further, the Company follows the Master Directions issued by RBI for NBFCs.

The Financial Statements have been prepared on an accrual basis under the historical cost convention. The Accounting Policies adopted in the preparation of the Financial Statements have been consistently followed in the previous year.

17. CORPORATE GOVERNANCE REPORT

The corporate governance philosophy of your Company is derived by the interest of the stakeholders and focuses on the fairness, transparency and business needs of the organization. Your Company believes that executing strategy effectively and generating shareholder value over the long term requires high standards of corporate governance. To ensure good corporate governance, your Company ensures that its governance framework incorporates the amendments introduced in the SEBI Listing Regulations from time to time and the same are complied with on or before the effective date.

It is annexed along with the Practicing Company Secretaries' Certificate thereon, for the year under review prepared in accordance with the Part C of Schedule V of SEBI Listing Regulations and as required under the Master Direction - Non-Banking Financial Company - Non-Systemically Important NonDeposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, forms part of this Annual Report as Annexure I.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Detailed review by the management of the operations, performance and future outlook of the Company and its business pursuant to Regulation 34(3)(e) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is presented in a separate section forming part of this Annual Report as Annexure III.

19. RELATED PARTY TRANSACTIONS

The Company has adopted a Policy and a Framework on Related Party Transactions ("RPTs") for the purpose of identification, monitoring and approving such transactions in line with the requirements of the Act and the SEBI Listing Regulations. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between your Company and Related Parties. The policy of Related Party Transactions is updated on the website of the Company at www.bervin.com.

Further, during the year, your Company has not entered into contract or arrangement or transaction with the Related Parties. In view of the above, disclosure in Form AOC-2 is not applicable. For details on Related Party Transactions, you may refer Notes to financial statements forming part of the Annual Report.

20. DEPOSITS

During the year under review, your Company has not accepted any deposits from the public under Section 73 and 76 of the Act and rules made thereunder and no amount of principal or interest was outstanding as at the end of Financial Year. There were no unclaimed or unpaid deposits lying with your Company.

21. DISCLOSURE OF COMPOSITION OF COMMITTEES

Currently, the Board has four committees namely:-

Audit Committee.

Nomination and Remuneration Committee.

Stakeholder Relationship Committee Corporate Social Responsibility Committee

1. Audit Committee

The Audit Committee consists of Mr. Vivek Manohar Padgaonkar (Independent Director and Chairman of the Committee) and Mr Alok Saklani (Independent Director and Member of the Committee), Mr. S. K. Murgai (Non-Executive, Non-Independent Director and Member of the Committee)

2. Nomination and Remuneration Committee

The Nomination & Remuneration Committee consists of Mr Alok Saklani (Independent Director and Chairman of the Committee), Mr. Vivek Manohar Padgaonkar (Independent Director and Member of the Committee), and Mrs. Kalpana Umakanth (Non-Executive, Non-Independent Director and Member of the Committee).

3. Stakeholder Relationship Committee

The Stakeholder Relationship Committee consists of Mr. Vivek Manohar Padgaonkar (Independent Director and Chairman of the Committee), Mr S.K Murgai (Non-Executive, Non-Independent Director and the Member of the Committee), and Mrs. Kalpana Umakanth (Non-Executive, Non-Independent Director and the Member of the Committee)

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee consists of Mr S.K Murgai (Non-Executive, NonIndependent Director and Chairman of the Committee), Mr. Vivek Manohar Padgaonkar (Independent Director and Member of the Committee) and Mrs. Kalpana Umakanth (Non-Executive, NonIndependent Director and Member of the Committee)

22. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act and rules made thereunder and Regulation 22 of the SEBI Listing Regulations, Your Company has established a vigil mechanism through which directors, employees and business associates may report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Company's code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The directors, employees, business associates have direct access to the Chairman of the Audit committee, who oversee the Vigil Mechanism.

23. WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees, if any, who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed.

The Vigil Mechanism and Whistle Blower Policy of the Company is available on the website of the Company www.bervin.com.

24. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

Your Company's policy on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 of the Act, as is adopted by the Board. Your Company has adopted a comprehensive policy on nomination and remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors and Key Managerial Personnel on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting.

The Remuneration Policy of the Company can be accessed on the Company's website at www.bervin.com , a copy of which is open for inspection by the members during business hours on any working day at the registered office of the Company.

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

Since the Company has no manufacturing activity, Directors are not required to report on "Conservation of Energy", "Research and Development" and "Technology Absorption".

Further, there was no Foreign Exchange earnings and outgo during the year under review.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) DIRECTORS

The Board of Directors (the "Board") are responsible for and committed to sound principles of Corporate Governance in your Company. The Board's focus is on the formulation of business strategy, policy and control. Matters reserved for the Board are those affecting your Company's overall strategic policies, finances and shareholders. These include, but are not restricted to, deliberation of business plans, risk management, internal control, preliminary announcements of interim and final financial results, dividend policy, annual budgets, major corporate activities such as strategic decisions and connected transactions.

5 (Five) Board Meetings were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on May 29, 2023, August 11, 2023, August 29, 2023, November 10, 2023 and February 12, 2024. The required quorum was present at all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013 ("Act").

Your Company has an optimum mix of Directorship which is essential to effectuate the main functions of the Board. As on March 31, 2024, following is the composition of the Board:-

A detailed update on the Board & its Committees, composition thereof, number of meetings held during Financial Year 2023-24 and attendance of the Directors at such meeting is provided in the "Corporate Governance Report".

During the year under review there has been no change in the composition of Board of Directors of the Company. During the period under review, Mrs. Kalpana Umakanth (DIN: 00105594), Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers herself for reappointment.

B) KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, Mr. Ramesh Chandra Jain, Chief Financial Officer and Manager and Ms. Kalpana Umakanth, Director and Company Secretary are the Key Managerial Personnel of the Company. There was no change in the KMP of the Company during the period under review.

C) SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV to the Act and SEBI Listing Regulations one meeting of Independent Directors was held during the year i.e. on 12^th February, 2024, without the attendance of non- independent Directors and members of Management. In addition, the Executive Directors of the Company provide regular updates of Business plan and strategies to Independent Directors, in detail, on a regular basis.

27. DISCLOSURE OF COMPOSITION OF COMMITTEES

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

1. Audit Committee (ACM).

2. Nomination and Remuneration Committee (NRC).

3. Stakeholder Relationship Committee (SRC).

4. Corporate Social Responsibility Committee (CSR).

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section "Committees of the Board" of "Corporate Governance Report".

28. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES & DETAILS OF ATTENDANCE A) BOARD MEETINGS

The Board met 08 (Eight) times during the year on the following dates:-

B) DATE OF COMMITTEE MEETINGS

During the year under review, The Audit Committee of the Board met 5 (Five) times and Nomination and Remuneration Committee of the Board met 4 (Four) times, and Stakeholders Relationship committee met 4(four) times and Corporate Social Responsibility Committee Meeting met only 1 (One) time respectively on the following dates:-

During the year under review, the Independent Directors of the Company met once on February 12, 2023. For further details, please refer Report on Corporate Governance attached to this Annual Report.

29. 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 IV. Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure V.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

31. RISK MANAGEMENT POLICY

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Company is continuously reviewing the internal financial controls systems and risk management process to further strengthen the same.

32. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an internal control system, commensurate with the size of its operations. Adequate records and documents were maintained as required by laws. The Company's audit Committee reviewed the internal control system. All efforts are being made to make the internal control systems more effective.

33. BOARD EVALUATION OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and of the individual Directors as well as an evaluation of the working of all the Committees of the Board. The Board of Directors was assisted by the NRC. The performance evaluation was carried out by seeking inputs from all the Directors / Members of the Committees, as the case may be.

The Board of the Company followed the criteria as specified in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India ("SEBI") for evaluating the performance of the Board as a whole, Committees of the Board, Individual Directors. The criteria for evaluation of the Board as a whole, interalia, covered parameters such as Structure of the Board, Meetings of the Board, Functions of the Board and Board & Management. The criteria for evaluation of Individual Directors covered parameters such as knowledge and competency, fulfillment of functions, ability to function as a team, etc. The criteria for evaluation of the Board Committees covered areas related to mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, etc.

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

34. DECLARATION OF INDEPENDENT DIRECTORS:

A declaration by Independent Directors that they met the criteria of independence as provided in sub section (6) of section 149 of the companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided by Directors.

35. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR policy of the Company is available on the Company's website at www.bervin.com

For FY 2023-24, the Company has incurred losses, hence CSR is not applicable on the Company for the financial year under review.

36. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had 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^st, 2024 and of the profit and loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis; and

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

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

37. DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with rules made thereunder the Company is not required to maintain the Cost Records.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace but has not set up Committee for implementation of said policy as it is not applicable on the Company.

During the year, no complaint received in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013.

39. REPORTING OF FRAUDS

In terms of Section 143(12) of the Companies Act, 2013, there are no frauds on or by the Company which were required to be reported by the Statutory Auditors of the Company to the Central Government.

40. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with Secretarial Standard issued by the Institute of Company Secretaries of India on meetings of the Board of Directors and General Meetings

41. WEB ADDRESS OF THE COMPANY

The website of the Company is www.bervin.com

42. LISTING ON STOCK EXCHANGES

The Company's shares are listed on BSE Limited ("BSE").

43. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere thanks to all for their continued support extended your companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on you Company.

FOR ON BEHALF OF BOARD OF DIRECTORS BERVIN INVESTMENT AND LEASING LIMITED

Kalpana Umakanth Satish Kumar Murgai

Director Director

DIN:00105594 DIN: 00040348

Date: August 8, 2024 Place: New Delhi