SEBI Amends PIT Regulations, Expands Scope of ‘Unpublished Price Sensitive Information’

Notification F. No. SEBI/LAD-NRO/GN/2025/235, Dated 11.03.2025

SEBI has amended the SEBI (Prohibition of Insider Trading) Regulations, 2015, expanding the definition of ‘Unpublished Price Sensitive Information’ (UPSI). The revised definition now includes the following:

(a) change in rating(s), other than ESG rating(s);

(b) fund raising proposed to be undertaken;

(c) agreements, by whatever name called, which may impact the management or control of the company;

(d) fraud or defaults by the company, its promoter, director, key managerial personnel, or subsidiary or arrest of key managerial personnel, promoter or director of the company, whether occurred within India or abroad;

(e) resolution plan/restructuring or one time settlement in relation to loans/borrowings from banks/financial institutions;

(f) admission of winding-up petition filed by any party/creditors and admission of application by the Tribunal filed by the corporate applicant or financial creditors for initiation of corporate insolvency resolution process against the company as a corporate debtor, approval of resolution plan or rejection thereof under the Insolvency and Bankruptcy Code, 2016;

(g) initiation of forensic audit, by whatever name called, by the company or any other entity for detecting mis-statement in financials, misappropriation/ siphoning or diversion of funds and receipt of final forensic audit report;

(h) action(s) initiated or orders passed within India or abroad, by any regulatory, statutory, enforcement authority or judicial body against the company or its directors, key managerial personnel, promoter or subsidiary, in relation to the company;

(i) outcome of any litigation(s) or dispute(s) which may have an impact on the company;

(j) giving of guarantees or indemnity or becoming a surety, by whatever named called, for any third party, by the company not in the normal course of business;

(k) granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.

Also, an amendment has been introduced notifying a new proviso requiring that Unpublished Price Sensitive Information (UPSI) received from external sources must be recorded in the Structured Digital Database (SDD) within two calendar days of receipt.

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