Kilburn Office Automation Ltd Directors Report

Dear Members,

The New Board has the pleasure in presenting the Board Report of Kilburn Office Automation Limited (" Company "), along with the audited financial statements, for the financial year ended March 31,2025 (" Period under review ").

Successful Implementation of Resolution Plan

The Resolution Plan has been successfully implemented and all necessary compliances are being taken care under the supervision of the reconstituted Board of Directors of the Company.

Financial Performance

The financial performance of your Company for the financial year ended March 31,2025, is given below:

(Rs. in Lakh)

Particulars	Standalone
	2024-25	2023-24
Revenue from Operations	0	0
Other Income	0	1.00
Less: Expenses	(25.90)	(120.21)
EBIDTA	(25.90)	(119.21)
Less: Finance Cost	(0.01)	0.00
Profit/(Loss) before Exceptional Items and Taxes	(25.91)	(119.21)
Exceptional Items	-	-
Profit / (Loss) before Tax	(25.91)	(119.21)
Add: Deferred Tax	6.52	29.80
Profit/(Loss) After Tax	(19.39)	(89.41)
Profit/ (loss) from discontinued operations before tax	-	-
Less:Tax expense on discontinued operations	-	-
Net profit/ (loss) from discontinued operations after tax
Net profit/ (loss) after tax	(19.39)	(89.41)

Operations

Please refer the section on Management Discussion and Analysis.

Dividend

The Board of Directors of the Company have not declared any Dividend for the Financial Year 2024-25.

Particulars of loans, guarantees or investments

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

Transfer to Reserves and Share Capital

No amount is transferred to reserves during the period under review.

Fixed Deposits

There are no fixed deposits as on March 31,2025.

Changes in the nature of business

The Company did not undergo any change in the nature of its business during the period under review. However, the Board is still in the process of reviewing the existing business model and analysis the revival strategy to revive the Company.

Managements discussion and analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Managements discussion and analysis is separately set out in this Annual Report.

Board of Directors and Key Managerial Personnel

As on March 31,2025, the Board of Directors of the Company comprised of the following directors:

Name	DIN	Designation
Mr. Yogesh Ramniwas Mandhani	01691583	Non Executive Director
Mr. Dipesh Nandkishorji Mandhani	06753263	Non Executive Director
Mr. Gaurav Kasat	08486191	Whole-Time Director & CFO
Ms. Neha Punit Agrawal	02331456	Independent Director
Ms. Pratiksha Santosh Rathi	10849501	Independent Director

Appointments

All the aforementioned Directors were appointed during the Financial Year 2024-25 as part of the reconstitution of the Board of Directors as per the terms of the Approved Resolution Plan.

Resignations

There were no resignations during the period under review.

Nomination and Remuneration Policy

An excerpt of the Nomination and Remuneration Policy of the Company is annexed along with the Corporate Governance Report of the Company.

The Board had carried out an annual evaluation of itself, its Committees, Independent Directors and its Directors in accordance with the criteria specified by the Nomination and Remuneration Committee.

Declaration by Independent Directors

The Board received declaration of Independence by the Independent Directors as provided in Section 149(6) of The Companies Act, 2013 (the Act) and Regulation 16(1 )(b) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Meetings of the Board

During the period under review the following board meetings were held:

S.No.	Date of Board Meeting
1.	July 8, 2024
2.	October 9, 2024
3.	December 5, 2024
4.	January 2, 2025
5.	February 14, 2025

Directors Responsibility Statement

In accordance with Section 134(5) of the Companies Act, 2013, the Board hereby confirms that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material departure;

- The accounting policies selected and applied ought to be consistently and judgments made and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the financial year;

- Proper and sufficient care for maintenance of adequate accounting records as provided in the Companies Act, 2013, ought to have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities;

- The annual accounts of the Company have been prepared on a "going concern" basis;

- Internal financial controls ought to have been followed by the Company and that such controls ought to be adequate and operated effectively; and

- Proper systems to ensure compliance with the provisions of all applicable laws ought to have been in place and that such systems were adequate and operating effectively.

Secretarial standards

The Company is in compliance with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government.

Listing on stock exchanges

The Companys shares are listed on BSE Limited.

Auditors and Auditors Reports Statutory auditor

M/s. Rakesh Sethia & Co., Chartered Accountants (FRN: 327065E), who held the office of Statutory Auditor, resigned with effect from the closing of business hours of 02 nd December, 2024. Pursuant to Section 139 of the Companies Act, 2013, the Board of Directors approved and recommended to the Shareholders the appointment of M/s. Vinod Kumar Jain & Co., Chartered Accountants (Firm Registration No. 111513W), to fill the casual vacancy who are are appointed with effect from January 3, 2025, to carry out the statutory audit for the financial year ending March 31, 2025, and shall hold office until the conclusion of the ensuing Annual General Meeting.

Particulars of contracts or arrangements made with related parties

Refer Note 18 of the audited financial statements of the company for the financial year 2024-25. There are no transactions which needs reporting in Form AOC-2.

Secretarial auditor

The Board had appointed Prakul & Kunwarpreet LLP, Practicing Company Secretaries (Firm Registration No.: L2021DE010500), to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed to this report as Annexure-3 .

Cost Auditor

The Company is not required to maintain cost records as required under Section 148(1) of the Companies Act, 2013.

Corporate Governance

The report on Corporate Governance together with the Compliance Certificate is attached and forms part of this Annual Report.

Adequacy of internal financial controls

The Company has internal financial control systems commensurate with its size and the nature of its current operations. Although the Company did not have active business operations during the year under review, the internal controls relating to financial reporting, compliance processes, and statutory obligations remained in place and were found to be adequate.

The new management is additionally reviewing the existing framework and will strengthen and expand the internal control systems as and when business operations are revived, ensuring continued reliability, transparency, and regulatory compliance.

Investor Education and Protection Fund (IEPF)

During the period under review the Company was not required to transfer any amount towards the fund.

Statutory Committees

The Corporate Governance Report may be referred for details on Statutory Committees.

Statutory Policies

The Company has in place the statutory policies In compliance of the various provisions of the Companies Act, 2013, Listing Regulations and other applicable laws.

Significant/ Material Orders passed by Regulators

There are no such orders passed.

Particulars of employees

Information required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed with this Annual Report as Annexure-4.

Conservation of Energy, Research & Development, Technology Absorption and Foreign Exchange Earnings and Outgo

During the year under review, the Company had no operational activities. Accordingly, the disclosures relating to conservation of energy, technology absorption, research and development, and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013, are not applicable to the Company.

Corporate Social Responsibility (CSR)

As per the criteria mentioned in Sub-Section (1) of Section 135 of Companies Act, 2013, the Company is not required to constitute CSR committee. Also, provisions relating to formulation of CSR (Corporate Social Responsibility) Policy are not applicable to the Company.

Business Responsibility and Sustainability Report (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, only top one thousand listed entities based on market capitalization are mandated to prepare BRSR and accordingly, the same is not applicable to the Company.

For and on behalf of the Board of Directors

Sd/-

Mr. Yogesh Ramniwas Mandhani Non-Executive Director (DIN: 01691583)

Date: December 9, 2025 Place: Mumbai