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CODE OF BUSINESS ETHICS: CAIRN INDIA

Purpose
The purpose of this Code is to establish the standards of business ethics and conduct expected of everyone who carries out work for or on behalf of Cairn India. Application The Code applies to all Employees and Service Providers of Cairn who should acknowledge that they have read, understood and agree to abide by the Code by signing and returning the attached declaration. The signed declaration needs to be returned to the Director - Human Resources by the Employees and annually thereafter. By Service Providers, the declaration needs to be returned to the Director PSCM on tender submission or by signing the certificate of compliance by the Service Providers on a contract execution, as applicable. Definitions

Term Cairn or Company or Cairn India ExCo Employee(s) Ethics Committee Public Official

Definition Cairn India Limited (CIL), its subsidiaries and affiliates

Service Provider(s)

Cairn India Executive Committee Employees, directors and officers of Cairn Means a committee consisting of Ethics Counsellors to ensure compliance of oblig under the Code. Includes anyone, whether elected or appointed, who performs public functions in a branch of national, local or municipal government anywhere in the world. It includ officials holding a legislative, administrative or judicial position of any kind. It also a person who exercises a public function, such as professionals working for public agencies and officers in state owned enterprises. Agents, intermediaries, consultants, freight forwarders, contractors, advisers, suppl other business partners who provide services or are associated with Cairn

Introduction
Endorsement Chief Executive Cairn's core values of Teamwork, Ownership, Pioneering Spirit and Respect for people underpins everything we do as a Company and Cairn demands and maintains the highest ethical standards in carrying out its business activities. This Code is a cornerstone of Company policy worldwide. It expresses the principles of our business ethics and is intended to assist all Employees and Service Providers in meeting the high standards of personal and professional integrity required of them. Strict adherence to the provisions of this Code is a condition of employment and compliance with this Code is a requirement from the Service Providers. Explanation and scope

Cairn's vision of pioneering energy, enriching lives is reflected in our values which encompass Teamwork, Respect, Ownership and Pioneering Spirit.

This Code of Business Ethics supports these values and applies to all aspects and operations of Cairn. Heads of Departments throughout Cairn, all Employees and Service Providers are responsible for ensuring consistent compliance with Company policies, procedures and standards within their areas of responsibility. The Ethics Committee will ensure an independent review of the compliance with the Code within Cairn. The Audits will be conducted at appropriate intervals to evaluate the extent to which this Code is complied with and to identify control deficiencies so that they may be promptly corrected.

Non-compliance with the Code or non-compliance with the Company's policies, procedures and standards may result in disciplinary action being taken in accordance with Cairns disciplinary procedure. With respect to Service Providers, it will be up to their employing organisation to take action in accordance with their own internal policies and procedures. Cairn expects such employing organisation to take effective disciplinary action and will not continue to work with organisations that fail to do so.

If you need any advice, or have any questions on this Code, please speak to your Head of Department. Service Providers may contact any Ethics Counsellor should any further clarity be required. Corporate policy The Company observes both the letter and the spirit of the laws of India and of every country where it conducts business. Employees and Service Providers should at no time be placed, or place themselves, in the position where they could be accused of illegal activity in the country in which they are operating or expose Cairn to criminal prosecution or otherwise as a result of their activities.

In any situation not governed by statute or explicit regulations, or where the law is ambiguous or conflicting, advice should be sought from the Director - Legal. Cairn, operating internationally, may encounter laws and customs applicable in one country that conflict with the law of another. Such instances should be referred to the Director - Legal for advice.

Business Ethics and Practices


Conflicts of interest Business decisions should always be based on what is in the best interests of Cairn and not on personal considerations or relationships. Employees must avoid any actions or relationships which could conflict with, or appear to conflict with, the interests of Cairn. A conflict of interest would occur if a personal or business interest interferes with or influences an Employee's independent judgement and objectivity, or where an Employee uses his / her position within Cairn for personal gain.

A conflict of interest would also arise where an Employee, or his / her relatives or close friends, holds investments in, or a position or relationship with, a person or company that competes with or does business with Cairn. Employees should not enter into any joint venture, partnership or other business arrangement without the prior consent of one of the Ethics Counsellors. Employees must disclose all apparent or potential conflicts of interest to their line managers.

In situations other than those described above, while there is no objection to the employment of close relatives of

Employees as such, inappropriate job relationships must be avoided. To that end, managers who have authority to engage Employees must not recruit relatives or close friends into their own department or location. New members of the Board are required to declare to the Chairman of the Board any directorships of other companies and provide assurance that there will be no conflict of interest. Executive directors of Cairn should obtain permission from the Board of Directors of Cairn India Limited before joining the board of directors of another company. Bribery and corruption Bribery is the offer, promise, giving, asking or acceptance of an advantage as an inducement for doing something improper in your work or in carrying out a public function. Corruption is the misuse of public office or a business position for private gain. Bribery of Public Officials or agents, whether public or private, is prohibited and individuals who engage in bribery face a real risk of imprisonment. Bribery of Public Officials or agents, whether public or private is prohibited under the Prevention of Corruption Act, 1988. The UK Bribery Act ("UKBA") also prohibits company and its associated persons from offering, promising or giving any financial or other advantage to bring about the improper performance by another person of a relevant function or activity, to influence a Public Official in performance of his or her official functions with an intention to obtain or retain business or an advantage in the conduct of business. Further, receipt of bribe is also covered by the act and is an offence under it. The UKBA prohibits payment and receipt of bribes directly or indirectly through associated person. The term associated person(s) above has the same meaning as the defined term Service Provider(s) used in this document. "Facilitation Payments are small or minor payments made to secure or speed up routine legal government actions. Facilitation Payments are bribes and prohibited under the UK Bribery Act.

We do not tolerate, permit, or engage in bribery, corruption, or improper payments of any kind in our business dealings with both Public Officials and the private sector. Employees and Service Providers must not give or receive bribes or other payments, gifts or inducements or other undue advantages (of whatever kind) to any person or persons, including Public Officials, Service Providers, or any Employees in violation of laws and the officials legal duties which are intended to influence a business decision or compromise independent judgement; nor must any Employees or Service Providers give money, hospitality or gifts in order to obtain business for the Company, nor receive money, gifts or inducements for having given Company business to an outside agency. Also, they must not use subcontracts, purchase orders, consulting agreements, etc., as means of channelling payments to Public Officials, to employees of business partners or to their relatives / business associates or others. Bribery could expose the Company and / or its Employees to prosecution regardless of where such bribery took place in the world. We make no distinction between bribery and Facilitation Payments. Employees and Service Providers are therefore prohibited from making Facilitation Payments of any kind.

Gifts and hospitality The Company's relations and dealings with Public Officials and Service Providers should at all times be such that the Company's integrity and its reputation would not be damaged if details of the relationship or dealings were to become public knowledge. It is the individual responsibility of each Employee and Service Provider to exercise good judgement so as to act in a manner that will reflect favourably upon the Company and the individual. Governments in some parts of the world may have strict legislation regarding gifts and entertainment. When

dealing with Public Officials, Employees and Service Providers, on behalf of Cairn, should make sure that they are aware of the rules which apply in that country.

The Guidelines on Gifts and Entertainment Policy are applicable to Employees and Service Providers. From time to time Employees may be presented with gifts from other business organisations or they may present gifts to others including to the Public Officials. Any such gift that is offered, or is possibly offered, in the expectation of, or to solicit, favourable consideration of any nature must be refused and the fact of its having been offered reported immediately to the relevant Director, or, in absence of such, the line ExCo Director.

Employees must not accept money, loans, services, goods, entertainment, favours or any form of recompense from any supplier, contractor, sub-contractor, customer or competitor (or potential supplier, contractor, subcontractor, etc.). Similarly Service Providers must not accept money, loans, services, goods, entertainment, favours or any form of recompense from any Employees. However gifts which are of a nominal value or hospitality which is of a reasonable value may be accepted/ given provided no ulterior motive can be attached to their provision and which have been approved by the relevant Director, or, in absence of such, the line ExCo Director. If in doubt you should consult your relevant Director, or, in absence of such, the line ExCo Director. The nominal and reasonable value is as defined under the Gifts and Entertainment Policy, please refer to the same for further information and detail. Examples of key questions which should be considered by Employees/Service Providers while giving or 1. 2. 3. 4. accepting any gifts/hospitality are: Does the action contravene local law or convention? Does the action comply with the laws of India or those of the country of operations? Could the action be damaging to the Company if it were publicly known? Are any costs/payments, or equivalent, excessive in proportion to the benefits/services to be received? If the proposed action of giving or accepting any gifts/hospitality appears to fail any one of these tests, it should not be progressed without upward reference and approval by the ExCo.

Compliance may sometimes confront an Employee with difficult decisions or uncertainty as to the proper course of action to adopt. In these circumstances, Employees should always refer the matter to the relevant Director, or, in absence of such, the line ExCo Director or any one of the Ethics Counsellors.

Failure to comply with the laws in this area could result in heavy penalties. Compliance with the Code is mandatory and violations will result in disciplinary action, including dismissal where warranted.

Confidentiality and insider trading During the course of work, an Employee may have access to confidential information about the Company, a supplier or customer. Information which Employees gain during the course of their employment should not be disclosed to anyone not employed by the Company, or to an Employee who does not require the information for his/her normal work activities. If this information pertains to the Company or any other publicly traded company, is not generally available and would be likely to have an effect on a person's decision to invest or sell shares in that company then the disclosure of this information and any subsequent dealing could amount to insider trading. It is a criminal offence should you disclose insider information which results in dealing as well as a breach of your contract of employment. If in doubt, reference should be made to Cairn's Insider Trading Code. Employee contributions to outside organisations

An Employee may contribute lectures and articles to technical institutions and journals as long as he/she has appropriate approval from his/her manager and does not contravene the Confidentiality Section of the employee handbook or place himself/herself in a situation where there might be a conflict between his/her interests and the Company. Subject to these conditions, prior authorisation from anyone of the ExCo members in writing and proper disclosure of sums received, and provided that the work is undertaken in his/her own time, an Employee may retain any payments for outside activities which may be connected with his/her position in the Company, or made possible by the knowledge and experience acquired in the Company's service. Donations, contributions and sponsorships No donations, contributions or sponsorships can be made by the Company except where such a contribution is permitted by applicable law and has been authorised, as per the limit of such contribution, by ExCo and the Board of Directors of CIL. Such contributions must be declared in the Annual Report. Whilst, as individuals, Employees have the right to participate in the political process, it should always be made clear that they do so in a personal capacity and are not in any way representing Cairn.

The donations and sponsorship payment policy establishes a policy framework for any donations and sponsorships, please refer to the same for details. Health, safety and the environment The Company's relations and dealings wWe are committed to maintaining the health and safety of those working for us, to minimising our impact on the environment and to having a positive impact on the communities in which we operate. Cairn has Health, Safety and Environment (HSE), Security and Corporate Social Responsibility (CSR) Policies and Corporate Responsibility (CR) Guiding Principles which define Cairn's commitments and approach to HSE, security and CSR. There is also a CR Management System which defines responsibilities and provides guidance on how these possible HSE, security and CSR impacts are identified, assessed and mitigated. Employees should ensure that they understand the Companys HSE, Security and CSR Policies and CR Guiding Principles and apply the Company CR Management System in their work activities in order to minimise potential health and safety, environmental, security and social impacts. Fair employment practice We strive for a working environment where the opportunity exists for all individuals to play their full part in adding value to the business and to make the most of their potential. We are committed to diversity of our staff and fair employment practices. This includes providing a work place which is free of discrimination and harassment. Cairn will not tolerate harassment of Employees or any other form of discrimination prohibited by law, including sexual harassment. Employees must comply with Company policies on anti-harassment as may be implemented or amended from time to time.

Legal and Regulatory Compliance


Regulatory Compliance Our operations are subject to laws, rules and regulations in India as also the laws of the countries of our operations. It is the responsibility of all Employees to understand the laws applicable to their areas of operation and ensure compliance with the same. Employees having questions on how to proceed or on interpretation should consult with the Director - Legal.

Agreements with agents, advisors or consultants Agreements with agents, advisors or consultants or other Service Providers should state clearly the services to be performed for the Company, the amount to be paid and all other relevant terms and conditions. All such agreements must be approved in advance by the Director - Legal in accordance with the Company's contracts and procurement policies and procedures and must reflect the value of the services rendered. All payments and transactions must be supported by documentary evidence. Import and export controls In dealing with other countries, Employees should at all times comply with all applicable import and export controls and sanctions relating to those countries. Failure to adhere to such controls and sanctions can severely impact upon the Company and also those individuals involved. Potential penalties for non-compliance include the withdrawal of operating permits, the imposition of criminal and civil fines and imprisonment.

Financial Integrity and Asset Protection


Public Disclosure As a company whose shares are quoted on the National Stock Exchange and Bombay Stock Exchange, Cairn has a duty to disclose in a timely manner, accurate and complete information that is required to be so disclosed to enable investors to make informed market decisions. Public disclosures must only be made by designated office bearers of the Company. The Company has in place procedures, systems and controls to ensure that it complies with these obligations and these must be strictly adhered to. Any queries regarding disclosure should be addressed to the Company Secretary. Financial Reporting All funds, accounts, assets, receipts and disbursements must be properly recorded in the books and records of the Company in accordance with the Company's normal standards and procedures and in compliance with relevant legislation and regulatory requirements. In particular:

No funds or accounts must be established or maintained for purposes which are not fully and accurately reflected in the books and records of the Company. Funds and assets received or disbursed must be fully and accurately reflected in the books and records of the Company. No false or fictitious entries may be made or misleading reports pertaining to the Company or its operations or its financial affairs shall be issued. No action should be taken, directly or indirectly, to influence, coerce, manipulate or mislead anyone engaged in the performance of an audit or review of the financial statements of the Company. Authorised Employees must report all expenditures as above. Money Laundering Money laundering refers to the conversion or transfer of property derived fro m a criminal offence for the purpose of concealing, or disguising, the illicit origin of that property. Cairn cannot be used as a vehicle for such money laundering activities. Money laundering offences include: disclosing to the perpetrator of the offence information which may prejudice an investigation (tipping off); falsifying or failing to disclose relevant documents and failing to report a

reasonably-held

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All Employees have a duty to report any suspicions of money laundering to the Chief Financial officer. Protection of Company Assets All Employees have a duty to ensure that Cairn's assets are not misused or misappropriated. Assets include the physical property of the Company such as buildings, equipment, funds, accounts, technology, documents as well as less tangible assets such as intellectual property (patents, copyrights and trademarks) and Employee time. Employees also have a responsibility to safeguard the assets of third parties where those are entrusted to Employees of the Company.

Information Management
Personal data Employees need to be alert to the fact that business-held information can contain personal data. Personal data is subject to specific legislation governing how it can be kept, handled and processed particularly if the content of that data is deemed to be sensitive. Reasonable safeguards should be in place to protect such data against loss, theft, unauthorised access or inappropriate use. Further detailed information can be found in Cairn's Records Management Policy and Acceptable Systems of Use Policy and Procedure documents. Use and security of digital information Increasingly, Cairn relies upon information which is stored and processed on digital systems and networks such information is critical to the operation of the business and is, accordingly, a valuable company asset. All Employees must ensure that data is accessed in accordance with current IT security policies and processes and that confidential information relating to the Company, its Employees or customers is not downloaded or transmitted without appropriate authorisation.

Where an Employee identifies that data has been lost, misused, intercepted or otherwise misappropriated, this should be immediately reported to their line manager. Dealing with the media Any communications with the press or media are restricted to the Company's Corporate Communications Department, ExCo and others as permitted by ExCo from time to time. All Employees who receive a direct enquiry from the press or media have a duty immediately to forward any such enquiries to the Corporate Communications Department.

Reporting misconduct
Introduction This section deals with the reporting of suspicions or instances of misconduct and outlines Cairn's commitments in terms of such reporting. Reference should also be made to the Company's HR and Grievance procedures. Duty to report

Where any Employee identifies a concern, or has a suspicion, in respect of any of the matters outlined in this Code, there is a duty to report that matter to the Director Legal, the Chief Internal Auditor or the Company Secretary at ethicscounsellors@cairnindia.com. Cairns commitment Cairn does not tolerate fraud and misconduct.

Cairn is committed to the prevention, detection, investigation, and reporting of all matters of misconduct covered in this Code. Wherever possible, steps will be taken by the Company to recover losses arising from such incidents and to take appropriate action against the perpetrators of such actions. When investigating incidents or suspicions of fraud or misconduct, Cairn will operate an investigatory process which is fair and impartial and respects the rights of the individual. That process may involve the precautionary suspension of an individual who is under suspicion pending the outcome of the investigation. Where an allegation is proven, the matter will be dealt with in terms of the Company disciplinary procedures. Whistle Blower Policy Cairns Whistle Blower Policy is designed to enable employees, consultants and contractors (Individual) to raise concerns internally at a sufficiently senior level and to disclose information which the Individual believes shows malpractice or wrongdoing which could affect the business or reputation of Cairn. Concerns are to be raised to any of the Ethics Counsellors, namely the Director Legal, the Chief Internal Auditor and the Company Secretary of Cairn. Any individual has the right to approach the CEO of Cairn directly who has the right to refer the concern to the Ethics Counsellors or any other person. In the event that any of the Ethics Counsellors are the individual against whom the concern is raised, then the concern will be passed on to the CEO. For any concerns against the CEO of Cairn, the same will be passed on to the Chairman of the Board of Directors of Cairn, who will appoint an appropriate person to look into the concern.

All allegations which fall within the scope of fraud, financial malpractice, improper conduct or unethical behaviour, criminal activity, breach of company policy, health and safety and attempts to conceal any of these activities, will always be seriously considered and investigated. Reference should be made to Cairn's Whistle Blower Policy. Confidentiality of information Cairn and its professional advisors will treat all information received in relation to an allegation of suspected or actual fraud or misconduct in the strictest confidence. Details will not be disclosed to any other party unless there is a legitimate reason for doing so. Reference should be made to Cairn's Whistle Blower Policy. Prosecution and reporting to third parties Any decision to refer a matter to the appropriate authorities for prosecution, or to report to the relevant regulatory or professional body, will be made in conjunction with legal counsel and other internal and external advisors on a case-by-case basis.