THE PHOENIX MILLS LIMITED

WHISTLE BLOWER POLICY / VIGIL MECHANISM

1. Preface

The Phoenix Mills Limited and its subsidiaries (collectively referred to as 'the Company') are committed to conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Board of Directors of the Company have adopted the Code of Conduct, which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The "Vigil Mechanism Policy" or the "Whistleblower Policy" is framed and implemented with a view to provide a mechanism for employees, directors and all stakeholders of the Company to raise concerns on any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. and instances of unethical behaviour, actual or suspected or violation of the Company's code of conduct.

The Whistleblower Policy is now being amended so as to bring it in line with the amendments to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

This amended Policy has been recommended by the Audit Committee and approved by the Board of Directors of the Company at its meetings held on March 29, 2019. This Policy shall be effective from April 1, 2019.

2. Objectives

The Company...

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