Whistle Blower Policy (Vigil Mechanism)

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Document title Whistle Blower Policy (Vigil Mechanism)
Entity Choice Equity Broking Private Limited (CEBPL)
Policy owner Compliance Department / Company Secretary
Version 2.0
Reviewed / approved by Board 22.04.2026 (previous review: 21.04.2025)
Effective date 01.05.2026
Supersedes “Policy on incentives and referral schemes” reviewed by the Board on 21.04.2025
Regulatory basis Companies Act, 2013 — Section 177(9) and (10) read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014; SEBI (Prohibition of Insider Trading) Regulations, 2015 — Regulation 9A(6) and the Informant Mechanism under Chapter IIIA; SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2024/96 dated 04 July 2024; Chapter IVA of the SEBI (Stock Brokers) (Amendment) Regulations, 2024; NSE Circular NSE/INVG/65921 dated 31 December 2024; SEBI (Stock Brokers) Regulations, 2026 (Code of Conduct)
Next review due Annually, or earlier upon any SEBI / exchange circular affecting this policy

1. Preface and Objective

Choice Equity Broking Private Limited (“CEBPL”, “the Company”) is committed to conducting its affairs with the highest standards of professionalism, honesty, integrity and ethical behaviour, and to protecting the interests of its clients and the integrity of the securities market. This Whistle Blower Policy establishes a vigil mechanism through which directors, employees and other covered persons may report, in good faith and without fear of victimisation, genuine concerns regarding unethical or improper conduct, actual or suspected fraud, violation of law or of the Company’s codes and policies, and any leak, suspected leak or misuse of unpublished price sensitive information (“UPSI”).

The policy provides adequate safeguards against victimisation of persons who use the mechanism and, in exceptional cases, direct access to the Chairman of the Audit Committee or the director nominated by the Board for this purpose. It is intended to encourage the reporting of genuine concerns so that they can be addressed promptly and appropriately, and to reinforce the Company’s culture of integrity and accountability.

2. Regulatory Framework

This policy is framed under, and read together with, the following (as amended from time to time):

  • Companies Act, 2013 — Section 177(9) and (10), read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, which require the establishment of a vigil mechanism for directors and employees to report genuine concerns, with safeguards against victimisation and direct access to the Chairman of the Audit Committee.
  • SEBI (Prohibition of Insider Trading) Regulations, 2015 — Regulation 9A(6), which requires an intermediary to formulate a whistle-blower policy and make its employees aware of it, to enable the reporting of instances of leak or suspected leak of UPSI.
  • SEBI (Prohibition of Insider Trading) Regulations, 2015 — Chapter IIIA (Informant Mechanism), which provides a mechanism for reporting violations of insider-trading laws directly to SEBI, referred to in Section 15.
  • SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2024/96 dated 04 July 2024 — which requires stock brokers to put in place an institutional mechanism for the prevention and detection of fraud or market abuse, including a whistle-blower policy enabling employees to report suspected fraud or market abuse.
  • Chapter IVA of the SEBI (Stock Brokers) (Amendment) Regulations, 2024 — which introduced the institutional-mechanism obligations for stock brokers, including the requirement to maintain a whistle-blower policy.
  • NSE Circular NSE/INVG/65921 dated 31 December 2024 — the exchange guidance note on the institutional mechanism for the prevention and detection of fraud or market abuse, which sets out the expected features of a whistle-blower mechanism.
  • SEBI (Stock Brokers) Regulations, 2026 — the Code of Conduct requiring integrity, fair dealing and high standards of conduct.

Section 177(9) of the Companies Act, 2013 is applicable to CEBPL, and this policy constitutes the vigil mechanism established under that Section read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. This policy also gives effect to Regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and to the institutional-mechanism requirements applicable to stock brokers.

3. Scope and Applicability

This policy applies to all directors and employees of CEBPL (whether permanent, contractual, temporary or trainee, and whether full-time or part-time). It also extends to other persons associated with the Company — such as Authorised Persons, consultants, vendors and other stakeholders — to the extent they wish to report a genuine concern within the scope of this policy. It covers concerns arising across CEBPL’s broking, depository and research-analyst activities.

4. Definitions

  • Whistle Blower: a director, employee or other covered person who makes a Protected Disclosure under this policy.
  • Protected Disclosure: a concern raised in good faith through this mechanism, in writing or by email, disclosing information about an unethical or improper practice within the scope of this policy.
  • Subject: a person against whom, or in relation to whom, a Protected Disclosure is made or an investigation is conducted.
  • Whistle Blower Committee: the committee constituted by the Board for the purposes of this policy, comprising at least two senior members of the Company, which provides guidance and instruction on the handling of Protected Disclosures and oversees their disposal. The Committee comprises Mr. Anil Kedia, Vice President — Legal and Compliance, and Ms. Karishma Shah, Chief Risk Officer at Choice Group level.
  • Whistle Blower Redressal Head: the officer appointed by the Board who is responsible for receiving, recording and reviewing Protected Disclosures and who works under the guidance and instruction of the Whistle Blower Committee. Mr. Prashant Salian, Compliance Officer, is the Whistle Blower Redressal Head.
  • Audit Committee: CEBPL has not, as at the date of this policy, constituted an Audit Committee. Accordingly, all references in this policy to the Audit Committee or its Chairman are read as references to the director nominated by the Board for this purpose, namely Mr. Ajay Kejriwal, Director (e-mail: ajay@choiceindia.com).
  • UPSI: unpublished price sensitive information as defined under Regulation 2(1)(n) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
  • Investigator: a person appointed or engaged to investigate a Protected Disclosure.
  • Victimisation: any direct or indirect adverse action taken against a Whistle Blower on account of a Protected Disclosure made in good faith.

5. What May Be Reported

A Protected Disclosure may relate to any unethical or improper practice, actual or suspected, including:

  • Fraud, corruption, bribery, theft, or misappropriation or misuse of the funds, securities or assets of the Company or of its clients;
  • Leak or suspected leak of UPSI, insider trading, or any other misuse of UPSI;
  • Market manipulation, circular trading, front-running or any other form of market abuse;
  • Violation of, or failure to comply with, any law, rule or regulation, or any SEBI, exchange or depository requirement;
  • Manipulation or falsification of records, accounts or data, financial irregularity, or any misstatement in financial or regulatory reporting;
  • Mis-selling, unauthorised trading, or unfair treatment of clients;
  • Breach of the Company’s Code of Conduct or any of its policies, or an undisclosed conflict of interest or abuse of authority;
  • Danger to the health or safety of any person, or to the environment; and
  • Deliberate concealment of, or an attempt to conceal, any of the above.

6. What Is Not Covered

This policy does not cover:

  • Personal grievances or service-related matters, which are dealt with under the Company’s human resources processes;
  • Matters for which a separate mechanism exists — for example, complaints of sexual harassment (dealt with under the POSH framework) and client grievances (dealt with under the Investor Grievance Policy);
  • Bona fide business or commercial decisions of the Company; and
  • Allegations that are frivolous, malicious or made otherwise than in good faith.

7. Guiding Principles

A Protected Disclosure should be made in good faith, based on information that the Whistle Blower reasonably believes to be true and accurate, and not for personal gain or to settle a personal grievance. The Whistle Blower need not hold proof of the concern, but should have a reasonable basis for it.

8. Procedure for Making a Protected Disclosure

  1. A Protected Disclosure is made in writing, in a closed envelope superscribed “Protected Disclosure”, or by e-mail with the subject line “Protected Disclosure”, addressed to the Whistle Blower Redressal Head at the designated postal address or at the dedicated e-mail ID whistleblower@choiceindia.com, which is maintained solely for registering and raising concerns and complaints under this policy.
  2. Where the disclosure concerns the Whistle Blower Redressal Head, a member of the Whistle Blower Committee or a member of senior management, or in other exceptional cases, it may be addressed directly to the director nominated by the Board for this purpose, Mr. Ajay Kejriwal, Director, at ajay@choiceindia.com. Specifically, a complaint against the Board of Directors (including the Managing Director and the Chief Executive Officer), any key managerial personnel, any Designated Director or the Promoter is addressed to the Audit Committee or other analogous body — being, for CEBPL, the director nominated by the Board — and a complaint against any other employee is addressed to the Compliance Officer, who is the Whistle Blower Redressal Head under this policy.
  3. The disclosure should set out the nature of the alleged conduct, the person(s) involved, the location or branch concerned, a description of the events, and any supporting evidence available.
  4. A Whistle Blower is encouraged to disclose his or her identity, which is kept confidential to the extent possible. Anonymous disclosures may be acted upon to the extent feasible, recognising that anonymity may limit the investigation.
  5. A Protected Disclosure should be made as soon as possible after the Whistle Blower becomes aware of the concern.

The designated reporting channels for the purposes of this policy are set out below. These details are also communicated to all directors and employees and are made available on the Company’s internal communication channels.

Whistle Blower Redressal Head. Mr. Prashant Salian, Compliance Officer, Choice Equity Broking Private Limited, Sunil Patodia Tower, Plot No. 156-158, J. B. Nagar, Andheri East, Mumbai – 400099. Dedicated e-mail ID for registering or raising a concern or complaint under this policy: whistleblower@choiceindia.com. Whistle Blower Committee: Mr. Anil Kedia, Vice President — Legal and Compliance, and Ms. Karishma Shah, Chief Risk Officer at Choice Group level.

Director nominated by the Board. As CEBPL has not constituted an Audit Committee, the Board has nominated Mr. Ajay Kejriwal, Director, for the purposes of this policy. E-mail: ajay@choiceindia.com. A Whistle Blower has direct access to the nominated director in the circumstances described in paragraph 2 above.

9. Whistle Blower Committee and Redressal Head

The Board has constituted a Whistle Blower Committee comprising at least two senior members of the Company, namely Mr. Anil Kedia, Vice President — Legal and Compliance, and Ms. Karishma Shah, Chief Risk Officer at Choice Group level. The Committee provides guidance and instruction on the handling of Protected Disclosures, oversees their investigation and disposal, and reports to the Board.

The Whistle Blower Redressal Head, appointed by the Board, is responsible for reviewing Protected Disclosures and works under the guidance and instruction of the Whistle Blower Committee. Mr. Prashant Salian, Compliance Officer, is the Whistle Blower Redressal Head. Complaints against employees other than those referred to in Section 8 are accordingly addressed to the Compliance Officer, as required by the applicable exchange guidance.

On receipt of a Protected Disclosure, the Whistle Blower Redressal Head detaches any covering letter bearing the Whistle Blower’s identity, records the disclosure, and processes it. The Redressal Head places Protected Disclosures before the Whistle Blower Committee and, where required, before the director nominated by the Board, for direction; maintains the records; and informs the Whistle Blower of the outcome.

In exceptional cases, and in the cases described in Section 8, a Whistle Blower has direct access to the director nominated by the Board for this purpose.

10. Investigation

  • An investigation is a neutral fact-finding process and is not, by itself, an accusation against the Subject.
  • The Subject is ordinarily informed of the allegations at the outset of a formal investigation and given a fair opportunity to be heard, unless doing so would prejudice the investigation or the preservation of evidence.
  • The investigation is conducted honestly, neutrally and confidentially; Investigators may be appointed where required, and no person may conceal, destroy or tamper with evidence.
  • The investigation is ordinarily completed within 90 days of receipt of the Protected Disclosure, and the findings are placed before the Audit Committee (or the Board / nominated director).

11. Decision and Action

On the basis of the investigation findings, the Audit Committee (or the Board / nominated director) decides on the appropriate action. Where the concern is substantiated, disciplinary, corrective or legal action is taken as warranted by the gravity of the matter, including reporting to SEBI, the exchanges or other authorities where required. Where the concern is not substantiated, the matter is closed. The Whistle Blower is informed of the outcome to the extent appropriate.

12. Protection to the Whistle Blower

No Whistle Blower who makes a Protected Disclosure in good faith is subjected to any unfair treatment, harassment, retaliation, discrimination or other victimisation by reason of the disclosure. The identity of the Whistle Blower is kept confidential to the extent possible and permitted by law. This protection also extends to any person assisting in, or processing, the disclosure. Any act of victimisation of a Whistle Blower is treated as a serious matter and attracts disciplinary action.

13. Protection Against Misuse

The protection under this policy is not available to a person who makes a disclosure that is false, frivolous, malicious or baseless, knowing it to be so or with a mala fide intent. A person who makes such a disclosure is liable to disciplinary action, and may be disqualified from making further disclosures under this policy. This provision is not intended to deter genuine Whistle Blowers, who are assured full protection under this policy.

14. Role and Responsibilities of the Whistle Blower

The role of a Whistle Blower is that of a reporting party with reliable information; the Whistle Blower is not expected to act as an investigator or finder of facts, nor to determine the corrective action to be taken. The Whistle Blower should not conduct any investigation of his or her own, and participates in the investigation only as requested by the Whistle Blower Redressal Head, the Whistle Blower Committee or the Investigator, and cooperates with the investigation.

15. Reporting Directly to SEBI — Informant Mechanism

Nothing in this policy restricts any statutory right of any person to approach SEBI, an exchange, a depository or any other authority. In particular, a person who has credible information about a violation of insider trading laws may report it directly to SEBI under the Informant Mechanism set out in Chapter IIIA of the SEBI (Prohibition of Insider Trading) Regulations, 2015, which provides for the Office of Informant Protection, confidentiality of the informant’s identity and, in eligible cases, a reward. This internal mechanism is in addition to, and does not displace, that statutory channel.

16. Communication and Awareness

This policy is communicated to all directors and employees, is made available on the Company’s website and internal systems, and is included in the Company’s induction and compliance-awareness programmes, so that covered persons are aware of the mechanism and how to use it.

17. Retention of Records

Protected Disclosures, together with the related investigation records, findings and outcomes, are maintained securely and confidentially for a minimum of eight years from the closure of the matter, consistent with the Company’s record-retention standard, or such longer period as any law or regulator may require.

18. Board Oversight and Affirmation

The Audit Committee (or the Board / nominated director) oversees the functioning of the vigil mechanism. A summary of the Protected Disclosures received and their disposal is placed before the Board (or the director nominated by the Board) at least once every quarter, consistent with the requirement under Chapter IVA of the SEBI (Stock Brokers) (Amendment) Regulations, 2024 for the apex body to review compliance with the institutional-mechanism framework not less than once a quarter, together with an affirmation that no person has been denied access to the director nominated by the Board.

19. Review and Amendment

This policy is reviewed at least annually, and additionally whenever there is a change introduced by any statutory or regulatory authority, or whenever a change is found necessary. The Board may amend, modify or revoke this policy; any amendment takes effect on approval by the Board.