Code of Conduct for Senior Management Personnel

Preamble:

'Senior Management Personnel' comprise employees at the level just below Wholetime Directors and holding positions such as President, Vice-President, General Manager and Department Heads from the core executive management team of the Company. Working under the superintendence, control and guidance of the Managing Director/Wholetime Directors, they are responsible for implementation of all management decisions concerning the operations of the Company and for achieving its business objectives. While doing so, they have to uphold and protect the Company's reputation for integrity and to set examples within the Company.

Code of Conduct

Based on the above principles the Senior Management Personnel of Kilburn Office Automation Limited ("the Company") are expected to observe the following Code of Conduct :

Avoidance of Conflict of Interest

Senior Management Personnel having financial, personal or family interest in a vendor, customer or competitor shall make such interest known to their immediate superiors and shall abstain from the decision-making process related to such vendor, customer or competitor. For this purpose 'family' will mean spouse, children, brothers, sisters and parents.

Business Integrity and Ethics

Senior Management Personnel shall adhere to the highest standard of integrity and ethics in discharge of their functions. While exercising the authorities and discharging the responsibilities assigned to them they are expected to conduct themselves in such a manner as to avoid any act, which may bring embarrassment to the Company and to themselves.

Terms and Conditions of Employment and legal compliance

Senior Management Personnel shall strictly comply with the terms and conditions of their employment with the Company including the Rules and Regulations as applicable to them in accordance with the Company's HR policy as in force from time to time. They shall provide the necessary support to the Managing Director and Wholetime Directors in ensuring that all national and local laws, regulations and customs in the areas falling within their respective remit are complied with.

Investment in Shares of the Company/Code for prevention of Insider Trading

Senior Management Personnel shall not deal in the Company's securities on a short-term basis. They have also to accept that they are not free to deal in the Company's securities at all times and they are bound by the Company's 'Code of Conduct for prevention of Insider Trading' which shall be deemed to be a part of this 'Code of Conduct'.

Not to make secret profit

Senior Management Personnel shall not make any secret profit out of their position; if they receive information on a potential business opportunity in their official capacity they shall not use that opportunity for their own purpose.

Confidentiality

Senior Management Personnel shall keep confidential and not divulge directly or indirectly any information (except what is in the public domain) relating to the Company, its intellectual properties including technology and business processes, its business and its customers/vendors which they have become aware of in the course of their employment with the Company. They shall not also make use of such information for any purpose other than for the benefit of the Company.

Not to compete

Without taking prior consent of the Company, Senior Management Personnel shall not accept any position of influence or of pecuniary interest in any other organization whose business is in direct competition with that of the Company. Upon leaving the Company owing to retirement or for any other reason after serving for 5 years or more, they shall not, for a period of 3 years, take up employment with any competitor.

Violations of the Code

It is the responsibility of all Senior Management Personnel to help enforce this Code. Senior Management Personnel should be alert to possible violations and report this to the Chief Finance Officer of the Company. Senior Management Personnel must co-operate in any internal or external investigations of possible violations. Reprisal, threat, retribution or retaliation against any person who has, in good faith, reported a violation or a suspected violation of law, this Code or other Company policies, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.

Actual violations of law, this Code, or other Company policies or procedures, should be promptly reported to the Chief Finance Officer of the Company.

The Company will take appropriate action against any Senior Management Personnel whose actions are found to violate the Code or any other policy of the Company. Disciplinary actions may include immediate termination of employment at the Company's sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Company will co-operate fully with the appropriate authorities.

Waivers and Amendments of the Code

We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Company's board of directors and promptly disclosed on the Company's website and in applicable regulatory filings pursuant to applicable laws and regulations, together with details about the nature of the amendment or waiver.

Acknowledgement of Receipt of Code of Conduct for Senior Management Personnel

I have received and read the Company's Code of Conduct for Senior Management Personnel, I understand the standards and policies contained in the Code and understand that there may be additional policies or laws specific to my job. I agree to comply with the Code.

If I have questions concerning the meaning or application of the Code, any Company policies, or the legal and regulatory requirements applicable to my job. I know I can consult the Chief Finance Officer, and that my questions or reports to these sources will be maintained in confidence.