About

BRFL is a vertically integrated textile company, engaged in the manuf acture of a wide range of f abrics and garments f rom stat e of the art production facilities. Apart f rom being th into a multi-f iber manufacturing company producing f abrics such as Cotton, Polyester, Tencel, Modal, Lycra, W ool and various blends. Our y arn dyed f abric, printing techniques, makin g every piece of fabric perf ect. W ith f abric manuf acturing facilities of 100 million meters per annum, garment manuf acturing f acilities of 60 million pieces per annum, being base of around 38,000; BRFL is today one of the most sought af ter brands in the Indian as well as International f ashion markets.

Clothing is one of the strongest human desires. A desire to be diff erent. A desire to look beautiful. A desire to be comf orta ble. A desire to mak e a statement. A desire that is fulf ille our f abrics speak a story of novelty. BRFL has grown phenomenally and the reason has been our customers. Inspired towards bet terment, we now posses s the entire knowho garment manuf acturing. BRFL is one of Indias most dynamic and prof essionally managed textile groups. No wonder, we are well renowned in the f ashion export industry worldwi d f acilities and over 45 million pieces per annum of garment manuf acturing f acilities, BRFL is a rapidly growing textile compan y with over 32,000 employees.

Code of Conduct for Directors & Senior Management Personnel

INT ROD UCT IO N

A Code of Conduct applicable to members of the Board and Senior Management Personnel of Bombay Rayon Fashions Limited is prep ared in accordance with the requireme applicable with effect f rom 1st January, 2006.

DEFINIT IO NS a. 'Board' means Board of Directors of the company. b. 'Board Members' means every director of the Company as may be appointed f rom time to time. c. 'Code of Conduct ' means this Code of Conduct for members of the Board and Senior Management Personnel including modif ications made thereto f r om time to time. d. 'Senior Management' shall mean personnel of the company who are members of core management team excluding the Board of Directors. Normally this would comprise of all including all f unctional heads.

T he Code of Conduct for Board Me mber s and Senior Manage ment Personne l of the company inc lude s: 1. Prudent conduct and behavior 2. Business opportunities 3. Conf lict of interest 4. Safeguarding company's assets 5. Conf idential inf ormation 6. Fair dealing 7. Team work and spirit 8. Gift & donations 9. Financial record keeping & reporting 10. Compliance with laws and regulations 11. Insider trading 12. Compliance with the code 13. Amendment

1] Prudent Conduct and Behavior

Each Board Member and Senior Management Personnel should seek to use due care in the perf ormance of his duties, be loyal to the company, act in good faith and in a manner believe to be not opposed to the best interests of the company. A Board member should seek to also: i. Make reasonable efforts to attend Bo ard and Committee meetings ii. Dedicate time and attention to the company iii. Seek to comply with all applicable laws, regulations, conf identiality obligations and corporate policies of the company iv. Act in the best interest of , and fulf ill their f id uciary obligations to company's shareholder v. Use due care and diligence in perf orming their duties of off ice and in exercising their powers attached to that off ice

The Directors must disclose their Di rectorship, Committee membership on the Board of other companies and substantial shareholding in other companies to the Board on an annua not in the interest of the company.

2]Busine ss Oppor tun itie s In carry ing out their duties and responsibilities, Board Member and Senior Management Personnel should avoid: a. Appropriating corporate business opportunities for themselves that are discovered through the use of company property or i nf ormation or their position as Board Member; b. Using company property or information, or their position as Board Member or Senior Management Personnel, for personal gain;

A Board Member or Senior Management Personnel who wish to avail of such corporate opportunity should disclose the same to the Board of Directors. If the Board of Directors interest in such opportunity, then only the Board Member or Senior Management Personnel may avail of it, provided that the Bo ard Member or Management Pers onnel have not w opportunity.

3] Conf lict of In terest Each Board Member or Senior Management Personnel should endeavor to avoid having his private interests interf ere with: i. The interests of the company OR ii. His ability to perf orm his duties and responsibilities objectively and eff ectively.

Board Member or Senior Management Personnel should avoid conducting company business with a relative or with a f irm /company in which a re lative /related party is assoc disclosure to the entire Board of any transaction or relationship that such a Board Member reasonably expects could give rise to an actual conf lict of interest w ith the company

relationships.

4] Safeguarding Co mpan y' s Asset s

The use of company's assets f or illegal or non -ethical business purposes shall be strictly prohibited. In carrying out their duties and responsibilities, Board Member and / o management is causing the company's assets and resources to be used by the company and its employees only for legitimate business purposes of the c ompany.

5] Conf ident ia l Infor mat io n Board Member and/ or Senior Management Personnel should maintain the conf identiality of inf o rmation entrusted to them in carrying out their duties and responsibilities, except w if such information is in the public domain.

The company's conf idential and proprietary inf ormation shal l not be inappropriately disclosed or used for the personal gain or advantage of any Board Member and /or Senior M apply not only during a Board Member's term but thereaf ter as well. Examples of conf idential information include but are not restricted to: i. Inf ormation not yet released to the public ii. Unpublished company strategy iii. Cur rent or future R&D programs, technical breakthroughs and /or inventions iv. Investments, planned mergers or acquisitions v. Inf ormation received f rom customers or partners vi. Unpublished Financial data either actual or forecasted vii. Employee information

6] Fair Dealing

In car rying out their duties and responsibilities, Board Members and Senior Management Personnel should make an effort to deal fairly, and should promote f air dealing by the com be committed to provide a work environment f ree f rom unlawf ul discrimination, harassment and intimidations of any nature. Any kind of harassment and discriminatio n based on g shall be strictly prohibited

They shall not take unf air advantage of the company through manipulation, co ncealment, abuse of privileged inf ormation, misrepresentation of material f acts or any other unf air de

7] T eam Work and Spir it

The principles of mutual trust, teamwork and spirit shall be appreciated and maintained. Best efforts shall be made to co ntribute to an environment that builds conf idence and emp attempt that the teams grow together through collaborative working, skills development, and knowledge sharing & learning from each ot her. Employees being invaluable assets sha

8] Gif t & Donat io ns

No Director/Senior Management Personnel of the company shall receive or off er, directly or indirectly, any gif ts, donations, remuneration, hospitality, illegal payments and co Nominal gif ts of commemorative nature, for special events may be accepted and reported to the Board.

9] Financ ial Record Keep ing & Repor t in g

As Bombay Rayon Fashions Limited is a listed company, it is required to comply with strict accounting principles and regulations. It is cr itical to en sure that all transactions are p Director / Senior Management pe rson is directly involved in f inancial reporting or accounting, most come into contact with f inancial transactions directly o r indirectl y. All reason reports are accurate, complete and reliab le.

10] Comp liance with La ws and Regu lat ions

In carry ing out their duties and responsibilities, Board Member and Senior Management Personnel should comply, and endeavor t o ensure that the management is causing the c addition, if any Board Member and / or Senior Management Personnel becomes aware of any inf ormation that he believes constitu tes evidence of a material violation of any secur or the operation of its business, by the company, any employee or another Board Member, then such Board Member and / or Senio r Management Personnel should bring such infor

11] Insider T rading

The company has adopted a code of conduct f or Prevention of Insider Trading, which all Board Member and Senior Management Per sonnel should observe with respect to the purc

12] Comp liance with the Code

Once every year or upon revision of this code, every Director must acknowledge and execute an understanding of the code and a n aff irmation that he / she has complied with the C

13] Amend ment

This code may be amended, modif ied or varied by the Board as may be deemed necessary in the interests of the company and subj ect to the provisions of applicable laws, regulati Board Member and Senior Management Personnel should direct questions regarding the application or interpretation of these guidelines to the Compliance Off icer.

Products > Fabric -------------------------------------------------------------------------------------------------------------------------------------------------------

Fabric
Every thread woven at Bombay Rayon Fashions Limitedis a part of an incredible range of f abrics that BRFL has to off er. Each f abric has one inherent quality Comf ort. Our promise to manuf acture the f inest f abrics inspires us to put in that extra eff ort to create magic. W e showcase a n enormous range of f abric s and size offerings available in various colours to suit every occasion and every budget. W e have in -house multi f iber capabilities to produce pure f abrics and their blends. Our motto is " Contemporary clothing for the new gen! " Our fabrics offer an extensive range of mens styling. W e are the leading Indian f abric manuf acturers and suppliers in the Domestic markets as well as International Fashion Export Industry.

Products > Apparel -------------------------------------------------------------------------------------------------------------------------------------------------------

Apparel
Comf ortable, durable and stylish are the inherent qualities of the range of apparels available. Admiration is guaranteed with BRFL apparels. Apparels f rom Bombay Rayon Fashions Limited are a creative exploration of the same comf ort brought in by our f abrics. W hether you need a unif orm for your team, a gif t or program item, we of fer just the right look and f eel f o r a corporate or a casual event. Tailored with f ine detailing to create a style that suits you, we spend a lot of time and eff ort in bringing innovations in our apparels. The corporate collection is designed with easily c omplementing colours and styles tha t any combination you pick would match. And the best part is we are priced right. Check our new collection f or the f inest apparels with a comf ortable fabric at jus t the right price. A must-have f or your wardrobe.

Products > Retail -------------------------------------------------------------------------------------------------------------------------------------------------------

Retail
Guru, a renowned apparel brand in Italy has been a subsidiary of BRFL since 2008. Guru has stores in 18 countries around the W orld, including Italy, Spain, France, Germany, Holland, Belgium, Luxemburg, Greece, England, Portugal, the Mi ddle East, Turkey, Russia, Ukraine, Austria, S witzerland, the Canary Islands, Scandinavia, China and India.

Products > Trims -------------------------------------------------------------------------------------------------------------------------------------------------------

Trims
W ith an initial goal to maintain quality and consistency in button manuf acturing, BRFL has set up an in -house state of the art button manufacturing unit, the Trims D ivis ion is today the largest and most sophisticated Button Industry in India. W e have a hug e collection of polyester buttons of the highest quality. This includes buttons f or shirts, coats, outer wear, trousers and f ancy buttons. Our buttons are pre dyed and f ree f rom banned ele ments like Azo, Lead, Cadmium, Phthalate and meet the Oekotex -100 Class 1 standard.

Products > Yarn -------------------------------------------------------------------------------------------------------------------------------------------------------

Yarn

In 2010 Bombay Rayon Fashions Ltd. completed its vertical integration in the textile industry with the acquisition of a yarn manuf acturing company of great repute, STI Ind the capability of producing everything f rom yar n to garment. Our Yarn div ision is well known f or Production of world class cotton yarn and knitted grey fabric, quality consciousness, f ai r business practices, modernization, environm equipped with sophisticated high -tech machinery and high calibre personnel & a great work culture Strengths and features of our yarn and knitted products are procurement of high quality cotton f ibre for 4 -6 months in advance, every bale of Cotton f ibre is tested f or Len g homogeneous and unif orm mixing to avoid shade variation and barre eff ect in fabric. W e have controlled yarn contamination by implementing systematic and controlled scientif ic method, eight VISION SH IELD machines with POLY PROPYLENE identif ication system in blowroom lines and Electronic ya rn clearers w ith f oreign f ibre/conta Clearer). W e have Tandem cards (Double Carding) machine, which gives good quality of super carded and super combed yarn with very low t olerable objectionable classimate f a appearance. All yarn is 'Xorella' s aturated steam conditioned for ensuring even moisture level at every layer of the yarn w hich gives better results during knit ting and we dyed to ensure consistent and right quality bef ore shipment to customers. Our yarn products are 100 % Cotton Combed Yarn,100 % Organic Yarn,100% Organic Yarn under f air trade and 100% cotton yarn und er fair trade.

Technology
Technology is the most important tool to improve eff iciency and hence productivity. We have rigorously kept up to

date

Having partnered with Datatex and SAP, BRFL has implemented a company wide Enterprise Resource Planning tool (ERP) to cover a ll textile and garmenting processes under one

Datatex , a specialist in the Textile and Garment industry, is used in over 11,500 workstations in 14 diff erent languages in 38 natio ns, including some of the world's largest and mos

S AP SAP brings the f inancial expertise through their SAP FICO module. The ERP sits on the state of the art IBM server s, in fully redundant in -house Data Center in the Doddaballa

Initiatives > Social -------------------------------------------------------------------------------------------------------------------------------------------------------

Social
W e are committed to giving back to the society. Our employees in the f actory or off ice are of utmost priority. W e strive to provide them with a sound work environment.

Certif icatio ns:

Organic This certif ication ensures the organic status of textiles. From raw materials to production, processing, manuf acturing, packa ging, labeling , exportation, importation and d socially responsible work standards. Fair

A company is Fair Trade Certif ied when their products meet environmental, labour and developmental standards, s et by FLO International and FLO -CERT. Independent aud wages and bargain collectively, ensure no forced or child labour and ensure health and safety requirements.

SA A global social accountabi lity standard, developed by the global accreditation agency - SA I (Social Accountability Internati onal). SA 8000 certif ication ensures decent wo labour, ensures Health and Saf ety, Freedom of associ ation & right to Collective bargain, work discipline, working hours, compensations and more. SA 8000 offers workplace

ISO An Environmental Management System (EMS), ISO 14001 is a tool to manage environmental impact of an organisation. It assures that the organizational processes are in f riendly, environmental reach to external stakeholders like customers, community and regulatory agencies, su pport the organisations environmental plans, policies and act

Initiatives > Quality -------------------------------------------------------------------------------------------------------------------------------------------------------

Quality
Quality is our promise and we endeavour to match all International standards. ISO 9001: This certif ication aims towards i mproved customer satisf action, f or which an organisation needs to meet their requirements. I SO 9001 is an organizational f ramework, tried and tested towards a systematic approach. It sets standards f or internal processes of an organization f or consistent quality products. Ocko-T ex: This voluntary testing and certif ication system is based on the individual responsibility of the manuf acturers throughout the textile processing chain. It provides the evidence of the quality of already certif ied source materials, guarantees the processing techniques, dyestuff s and auxili aries, recipes and material compositions.

Corporate Information > Our Values -------------------------------------------------------------------------------------------------------------------------------------------------------

Our

mission

At BRFL, we aim to become exclusive and eff icient with the newest designs and consistent f abric quality. Our goal is to provide the shortest turn -around time in production an customer satisfaction and stronger supplier and stakeholder relations.

Our

vision

Our vision is to become an all -inclusive Global Fashion Apparel Brand, catering to the ever - changing fashion industry of direct retail customers and create long term associat

Milestones
Established in 1986, BRFL is on the verge of completing 25 glorious years in the Industry. The journey of our organization ha s been dynamic.

1986 Mr. Janardhan Agrawal establishes the Bombay Rayon Group. 1990 Maharashtra gets its first fabric manufacturing facility. 1998 Bombay Rayon group commences export of fabrics.

2001 2005 2005 2005 2005 2007 2007 2007 2007 2008 2009 2010 2010

Launch of the Garment Division. Bombay Rayon Groups business is consolidated into BRFL. The company makes a successful IPO with a listing on all the stock exchanges in India. BRFL acquires DPJ Clothing UK, supplying to high street retailers in UK. Set up of 7 garment manufacturing facilities in Bangalore with around 7000 machines. BRFL acquires "Leela Scottish Lace", one of the largest garment manufacturing units set up in India apparel groups in India. BRFL acquires "LNJ Apparel" a 1000 machine specialized bottoms plant. BRFL marks the commencement of the mega USD 250 million Textile and Garment Project under a government of Maharashtra. BRFL establishes a fully integrated textile mill in Doddaballapur, Bengaluru with a capacity to proc BRFL acquires the iconic brand Guru. BRFL is sanctioned the project under the Scheme for Integrated Textile Park (SITP) by the Govt of BRFL establishes the worlds largest fabric processing capacity of 5 lakh meters/day at Tarapore. BRFL acquires STI India Ltd, a world class producer of 100% cotton yarn.

Corporate Information > Our Founder -------------------------------------------------------------------------------------------------------------------------------------------------------

Our

W hen one visionary man set out, on his mission to fulf ill his dream of the perf ect fabric f or the world, his passion gave The man was Mr. JD Agrawal. H is enthusiasm f or quality fabrics inspired him to bring innovations to Bombay Rayon Fashions Limited since its inception in 1986. The comp needs of the customers as well as stakeholders. W ith its entry into retail market an d the glo bal f ashion export industry, Bombay Rayon Fashions Limited (or BRFL) ha s becom The culmination of a dream, this is just the beginning of a revolution in the Indian Fashion Market.

Our Founder S peaks:

At Bombay Rayon, we continue to lead the f ield by f ocusing on what we know best. Creating exclusive top -of -the-line garments and suitings & shirtings f or those who lov f abrics, to our f ormal wear and exclusive collections, when it comes to corporate perf ormance and ref reshing lif estyle, Bombay Rayon Fashions Lim ited has always been a lea

Since 1986, Bombay Rayon Fashions Limited has been the name India relies on f or clothing that f its the active Indian spirit. Bombay Rayon Fashions Limited provides appa our atmosphere and the garments do perform. Exclusive construction details and only the f inest f abrics ensure our patrons w ill be equipped to take on whatever challenge c out in the adventure of their lives in the brand that has made living and lifestyle great f or nearly two decades Bombay Rayo n.

I st ill remember the time when both my sons stepped onto the corridors of our manuf acturing unit. The overwhelming sense of achievement that I w it nessed on their f aces t that now, its no more an I. W hat started a s a small business enterprise in the mid eighties is now a powerhouse textile giant catering to the needs of people f rom acro ss only instilled in its employees a never -ending drive to reach -out, but has also equipped their f amilies with a sense of pride and achievement; such that no other can paral Rayon Fashions Limited shall always live up to the intrinsic demands and expectations of India an d the world.

Bombay Rayons product designs are all about being at ease in comfortable clothing with effortless style so our clientele nev er have to worry about what theyre wearing. Limited tag, our patrons can never cease to enjoy the simple comf ort of just being themselves. Thats a promise, which over time has trans f ormed into a cherished legacy and Let me hereby reaff irm, this distinction will always be the hallmark of the brand thats Bombay Rayon. Signed Bombay Rayo n Fash ion s L imited

Corporate Information > Board of Directors -------------------------------------------------------------------------------------------------------------------------------------------------------

Board

of

Mr. JD Agra wal The key person behind the establishment and growth of the Bombay Rayon Group is Mr. JD Agrawal. He f ounded the company in 198 6 and as Chairman, he has led the com He has brought innovations in his business. Be it the establishment of the Bombay Rayon brand of fabrics in the local retail market or a unique trend of bi -annual prese guidance, the company has gained international recognition. Mr. Ama n Agrawa l Executive

W ith over 15 years of experience in the Textile Industry, Mr Aman Agrawal has strategically direc ted the business to newer heights. He has always encouraged innovat technologies and IT system integrations. His challenging and competitive approach has led to top class manuf acturing f aciliti es in weaving, f abric processing, garmenting a multi f iber textile products regardless of value and volume constraints. His inspiring leadership has brought competitive cos ts and consistent quality o f our products.

Mr. Prashant Agra wal Mana Mr Prashant Agrawal has been phenomenal in the emergence of BRFL as a global brand. Under his leadership, our fabric exports have grown manifold with complete overse experience in the textile industry, he has strategically led the companys manuf acturing capabilities to a globally renowned label in the international fashion markets. His f utu f ully integrated apparel company, known for their reliable fabric supply to top labels globally. Mr. Naseer Ahmed Joint

A sitting member of the legislative council of the state of Karnataka, Mr. Naseer Ahmed has been a minister of state f or small -scale industries in Karnataka (1990 - 1992). Fields 1st Grade College. After completing his studies he entered into politics and held various positions in the Congress Party. He has promoted four companies in the textile the export market by supplying to top international brands. Mr. Uda y Mo gre Executive

Mr. Uday Mogre has over 25 years of experience with organizations like Advani Oerlikon Lim ited, Universal Luggage as General Manager (Finance), Reliance Industries Lim Indonesia as Senior VP & CFO). He was involved in project f inancing and implementation of SAP. In the initial stage of his career he worked as Scientif ic Off icer with Heavy He holds a Bachelors Degree in Technology (Chemical Engineering) f rom La xminarayan Institute of Technology, Nagpur and a Post Graduate Diploma in Management f rom IIM Mr. A R Mu ndra Executive

W ith over 25 years of experience in f inance, commercial and managerial related matters, Mr. A R Mundra's core strength lies in f und procurement, internal controls, organi organisations like Bhansali Engineering Polymers Limited (President), W elspun group of companies (Senior VP -Finance, CS and Chief Executive -Commercial). In the initia Birla group of companies and Gujarat Ambuja Cement Limited in various capacities. He is currently an associate member of the Institute of Chartered Accountants of India a member of the International Institute of Business Management, London. He was awarded Samaj Shri f or excellence in managemen t by Indian Institute of Management Execu

Dr. Pravin P. Shah Dr. Pravin P. Shah has over 34 years of professional experience in the areas of f inancial consultancy, corporate structuring/ restructuring, management consultancy, taxatio law and FEMA matters etc. He is on the board of many companies including J. M. Morgan Stanley Private Limited, Adani Exports Limited, Bhansali Engineering Polymers Lim of chartered accountants undertaking specialized services mainly in the areas of public issues, private f unding, f oreign coll aborations, business reorganizations, valuat Chartered Accountants of India and Institute of Cost and W orks Accountants of India.

Dr. B.S. Bhesania -In depend Dr. B.S. Bhesania is a Senior Partner in M/s Mu lla & Mulla & C raigie Blunt & Caroe, with specialization in areas in shipping laws, corporate laws, proper ty laws, etc. He prac Court of India and serves as Solicitor at the Mumbai High Court, Supreme Court of England & W ales and Supreme Court of Hong K ong. He was appointed on the Board of Dire

Mr. S.B. Agra wal Independ Mr. S.B. Agrawal has over 39 years of prof essional experience as President of J. C. Mill s (Bir la Group), President and CEO of Rajasthan Spinning Mi lls (Bhil war a Group Group. He is presently heading the textile group in the Indo -American Chamber, Mumbai and Textile Promotion Group of Federation of India Chambers of Commerce a Accountants of India. Mr. Mr. M. M.Agrawal has over 35 year exprience in banking, f inancial services. He has retired f rom Axis Bank as Dy. Managing Dire ctor and at present he is the Advisor. Mr. Mukul Mr. Mukul Sarkar is the General Manager of Export Import Bank of India and has over 13 years exprience in banking, structured f inancing. Mr. Suresh Vish wa srao -

W ith over 40 years of prof essional experience, he is a retired Banking Off icer. He has wide experience with Banking Regulatio ns, Foreign Exchange Management Act, Loan S

Corporate Information > Our People -------------------------------------------------------------------------------------------------------------------------------------------------------

Our

People

Since its inception almost 25 years ago, BRFL has grown manif old. W e dedicate and share our journey to success with the peopl e within our organization. W ith a hardworking work group of over 38,000 employees, we have been blessed with a f abulous team of le aders to initiate healthy work cultures, competitive standards and consistent quality. W e have always maintained a functionally organized inf rastructure keeping our employee sati sf action in mind. And in return, our people have profusely contributed towards the growth of BRFL.

Corporate Information > Subsidiaries & Joint Venture -------------------------------------------------------------------------------------------------------------------------------------------------------

Subsidiaries & Joint Venture

Ltd,

UK

DPJ Clothing Limited is engaged in business of wholesale marketing and distribution of clothing products. This subsidiary is assisting in getting many mid size retailers of Europe by providing the services either by direct import or by import & delivery basis. BRFL Ita lia Srl, The Company owns the popular 'GURU' brand and is into the business of retailing of readymade garmen ts as well as other accessories in Europe. Ita ly