On Mar. 12, 2025, IND SEBI published the SEBI (prohibition of insider trading) (amendment) regulations, 2025, which make changes to the 2015 PIT regulations.
The amendments implement the proposals detailed above, expanding the scope of UPSI and introducing flexibilities re information emanating from outside the company.
The amendment regulations come into operation on the ninetieth day from the date of their Mar. 11, 2024 publication in the official gazette, i.e., on Jun. 8, 2025.
On Nov. 9, IND SEBI proposed to include items in definition of UPSI.
IND SEBI proposed reviewing definition of unpublished price sensitive information (UPSI) under SEBI (prohibition of insider trading) regulations, 2015 (PIT), for clarity.
To align definition with para A and B of part A of schedule III under regulation 30 of SEBI (listing obligations and disclosure requirements) regulations, 2015 (LODR).
Follows IND SEBI May 2023 proposed review of price sensitive information, #173102.
Proposal to Revise Definition
Addresses feedback received on previous consultation (#173102) re major issues.
Items proposed to be included in the new definition include change in rating(s); fund raising proposed to be undertaken; agreements impacting control of the company.
Fraud or defaults by a listed entity, its promoter, director, key managerial personnel, senior management, or subsidiary, or arrest of key managerial personnel, directors.
Change in key managerial personnel, other than due to superannuation or end of term, resignation of statutory auditor or secretarial auditor; resolution plan, restructuring, one-time settlement in relation to loans/borrowings from banks/financial institutions.
Admission of winding-up petition filed by any party/creditors, admission of application for initiation of corporate insolvency resolution process (CIRP) of a listed debtor.
Initiation of forensic audit by company or any other entity for detecting mis-statement in financials, misappropriation or diversion of funds, and receipt of final audit report.
Actions initiated or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel.
Award or termination of order/contracts not in the normal course of business.
Outcome of any litigation or dispute which may have an impact on the listed entity.
Giving of guarantees or indemnity or becoming a surety for any third party.
Granting, withdrawal, surrender, cancellation of key licenses or regulatory approvals.
Consultation Period
Comments on this consultation may be submitted by Nov. 30, 2024.
Mar. 2025 Regulations Finalized
On Mar. 12, 2025, IND SEBI published the SEBI (prohibition of insider trading) (amendment) regulations, 2025, which make changes to the 2015 PIT regulations.
The amendments implement the proposals detailed above, expanding the scope of UPSI and introducing flexibilities re information emanating from outside the company.
The amendment regulations come into operation on the ninetieth day from the date of their Mar. 11, 2024 publication in the official gazette, i.e., on Jun. 8, 2025.
Regulators
IND SEBI
Entity Types
B/D; Corp
Reference
PR 3/12/2025; OG 167, SEBI/LAD-NRO/GN/2025/235, 3/11/2025; CP, 11/9/2024; ESG
