code of conduct

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CODE OF CONDUCT for DIRECTORS AND SENIOR MANAGEMENT (BAND 5 EMPLOYEES) APPLICABILITY OF THE CODE: This code is applicable to the Board of Directors and senior management employees of the Company i.e. Band 5 employees (hereinafter referred to as “Specified Persons”). This code is applicable to the executive and non- executive directors to the extent of their role and responsibilities in the organization. This code has to be complied both in letter and spirit by specified persons. Any violation / suspected violation of the code has to be promptly communicated to the compliance officer of the Company which would be taken up in the meetings of the Audit Committee /Board of Directors. 1. HONEST, INTEGRITY, DUE CARE AND DILIGENCE: Directors and senior management staff (hereinafter referred to as “specified persons”) of Pantaloon Retail (India) Limited (hereinafter referred to as Company) shall conduct their activities, on behalf of the Company in the best interests of the Company with honest , integrity and fairness. Due care and diligence shall be exercised by them in performing their duties of office and powers attached to their office. 2. COMPLIANCE WITH LAWS, RULES AND REGULATIONS Specified Persons of the Company are required to conduct their business and affairs in full compliance with applicable laws, rules and regulations in letter as well as spirit and shall encourage and promote such behaviour for themselves, officers and employees across the organisation.

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Page 1: Code of Conduct

CODE OF CONDUCTforDIRECTORS AND SENIOR MANAGEMENT (BAND 5 EMPLOYEES)APPLICABILITY OF THE CODE:This code is applicable to the Board of Directors and senior management employeesof the Company i.e. Band 5 employees (hereinafter referred to as “SpecifiedPersons”). This code is applicable to the executive and non- executive directors to theextent of their role and responsibilities in the organization.This code has to be complied both in letter and spirit by specified persons. Anyviolation / suspected violation of the code has to be promptly communicated to thecompliance officer of the Company which would be taken up in the meetings of theAudit Committee /Board of Directors.1. HONEST, INTEGRITY, DUE CARE AND DILIGENCE:Directors and senior management staff (hereinafter referred to as “specifiedpersons”) of Pantaloon Retail (India) Limited (hereinafter referred to as Company)shall conduct their activities, on behalf of the Company in the best interests of theCompany with honest , integrity and fairness. Due care and diligence shall beexercised by them in performing their duties of office and powers attached to theiroffice.2. COMPLIANCE WITH LAWS, RULES AND REGULATIONSSpecified Persons of the Company are required to conduct their business andaffairs in full compliance with applicable laws, rules and regulations in letter aswell as spirit and shall encourage and promote such behaviour for themselves,officers and employees across the organisation.3. CONFLICT OF INTEREST:Specified Persons of the Company shall ensure that their personal interests doesn’tconflict with the interests of the Company/ the group4. PROTECTION AND PROPER USE OF COMPANY’S ASSETSSpecified Persons must protect the Company’s assets, labour & information andmay not use these for personal use, unless approved by the appropriate authority.5. CORPORATE OPPORTUNITIESSpecified Persons may not exploit for their own personal gain opportunities thatare discovered through the use of Company’s property , information or positionunless such opportunity is disclosed to the Board of Directors / Committee ofDirectors in writing and the Board / Committee of Directors declines to pursuesuch opportunity.6. COMPETITION AND FAIR DEALINGSpecified Persons should not take unfair advantage of anyone throughmanipulation, concealment, misrepresentation of material facts or any other unfairtrade practices. Specified Persons should ensure dealings with stakeholders is donein a fair manner.7. INSIDER TRADING:Specified Persons shall not derive benefit or assist others to derive benefit bygiving investment advice from the access to and possession of any price sensitiveinformation, not in public domain. Specified Persons will comply with SEBI(Prohibition of Insider Trading) Regulations, 1992 & the code of conduct of

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prevention of insider trading of the Company.8. INTELLECTUAL PROPERTY RIGHTSIntellectual property rights is an important area for the success of the Company.Specified person should ensure that intellectual property rights of the Company viztrademarks, copyrights, patents etc are duly protected through registration of thesame with concerned statutory authorities to prevent any misuse of the same byothers.9. CONFIDENTIALITY OF INFORMATIONSpecified Persons should ensure confidentiality of information they receive and isdisclosed if authorized by the Company or the person from whom the informationis provided or required by law.10. HEALTH & SAFETYThe business of the Company shall be carried on in a congenial environmentwhereby adequate health and adequate safety measures are taken in the workplaceof the employees .Specified persons shall ensure that due compliance of all laws and regulationspertaining to health and safety measures is done on a continuous basis.11. PERIODIC REVIEWThis code is subject to periodic review by the audit committee and the Board ofDirectors. The specified persons shall make a confirmation to the complianceofficer of the company within 15 days from the date of closure of the financialyear in the format specified in the annexure to this code.

Big bazaar

 

Big Bazaar Parent Company Future Group Category

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 Retail Sector Lifestyle and retail Tagline/ Slogan  Is se sasta aur accha kahi nahi!

 USP Affordable lifestyle STP

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 Segment Price sensitive group Target Group Upper middle class and lower middle class Positioning Family favourite retail store SWOT Analysis

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 Strength 1. Affordability for middle class 2. Quality,choice and convenience 3. Wide range of products and service offerings 4. Strong presence in local market 5. Attractive

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promotional offers 6. Large no. SKU provided to consumer 7. Good branding and advertising by also roping in celebrity brand ambassadors Weakness 1. Not known globally and restricted to the

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Indian market only 2.No different game plan according to divergent people, their lifestyles, their tastes and budgets in India Opportunity 1. To expand globally by tie-ups 2.

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Entering into high premium segment

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3.Opportunity to expand into financial services catering to huge segment 4. Increased rural penetration Threats 1.Competitors global presence 2. Future bazaar under debt can cause financial

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problems 3.Low priced brand perceived to be of low quality in Indian consumer minds Competition Competitors 1. Reliance retail 2. Lifestyle Retail

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3.Aditya Birla More 4. Shoppers stops