NSE Circular on Structural Digital Database (SDD) – SEBI (Prohibition of Insider Trading) Regulations, 2015
The National Stock Exchange of India Limited (NSE) has issued Circular Ref. No. NSE/CML/2026/19 dated August 07, 2026, advising all listed entities to strengthen their systems, controls and internal processes for the identification, handling and protection of Unpublished Price Sensitive Information (UPSI) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
As part of the Suggested Best Practices, NSE has highlighted the importance of maintaining a robust Structured Digital Database (SDD) containing relevant details of UPSI and the persons who have shared or received such information, conduct periodic training and awareness programmes, and ensure effective implementation of their Code of Conduct under the PIT Regulations. Companies are also advised to undertake such additional measures as may be necessary to promote a strong culture of compliance and ensure that the objectives of the insider trading regulations are effectively achieved.
NSE has emphasised that listed entities should adopt appropriate preventive measures, maintain proper records of persons having access to UPSI, periodically review their internal policies and controls, and ensure that employees, designated persons and fiduciaries are adequately sensitised to their obligations relating to UPSI.
National Stock Exchange of India
Department: LISTING
Circular Ref. No.: NSE/CML/2026/19 | Date: August 07, 2026
To, All Listed Entities
Subject: Structural Digital Database (SDD) – SEBI (Prohibition of Insider Trading) Regulations, 2015
Suggested Best Practices
SEBI (Prohibition of Insider Trading) Regulations, 2015 “(PIT Regulations)”, as amended from time to time, and the relevant circulars issued by SEBI and the Stock Exchanges detail, inter-alia, the manner in which the listed companies are required to deal with Unpublished Price Sensitive Information (UPSI). The provisions of the PIT Regulations are further supplemented and clarified through the Frequently Asked Questions (FAQs) issued by SEBI.
In light of the observations made in certain cases, it is considered imperative that listed companies diligently adhere to best practices to ensure full compliance with the PIT Regulations as amended from time to time including the following:
1. Listed companies shall maintain a structured digital database containing the nature of UPSI, the names and PANs (or any other identifier authorized by law) of persons who have shared the information, and the names and PANs of persons with whom such information has been shared. In case where UPSI is shared with a listed company, intermediaries, or fiduciaries, the names and identifier of the individuals handling such information shall be recorded.
2. Listed companies shall diligently implement and periodically review internal policies designed to prevent the leakage of UPSI. Such measures must be in alignment with the statutory and regulatory provisions prescribed under the PIT Regulations.
3. To ensure a culture of compliance, companies shall conduct periodic training and awareness programs for all employees and fiduciaries regarding the prescribed manner of handling UPSI.
4. Listed companies shall ensure compliance with the Code of Conduct formulated by the company with respect to the PIT Regulations, ensuring that the same is effectively operationalized.
5. Listed entities are advised to implement any other such measures as may be necessary to ensure that the objectives of the PIT Regulations are achieved.
This is for your information please.
For and on behalf of National Stock Exchange of India Limited
Mandar Walavalkar Vice President
Frequently Asked Questions (FAQs) – Adherence to Compliance Requirements for Handling Unpublished Price Sensitive Information (UPSI)
1. What is the purpose of NSE Circular Ref. No. NSE/CML/2026/19?
The circular highlights suggested best practices for listed entities to strengthen their systems, controls and internal processes for handling Unpublished Price Sensitive Information (UPSI) and to ensure effective compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.
2. What is Unpublished Price Sensitive Information (UPSI)?
UPSI generally refers to information relating to a company or its securities that is not generally available and, upon becoming generally available, is likely to materially affect the price of the securities.
Examples may include information relating to financial results, dividends, changes in capital structure, mergers, de-mergers, acquisitions, delistings, disposals or expansion of business and significant changes in key managerial personnel, subject to the applicable regulatory framework.
3. Is employee training required for UPSI compliance?
Listed entities should conduct periodic training and awareness programmes for employees and fiduciaries to ensure that they understand the prescribed requirements and responsibilities relating to the handling of UPSI.
4. What information should be recorded in the SDD?
The SDD should contain details such as the nature of the UPSI, names and PANs or other legally authorised identifiers of persons who have shared the information, and the persons with whom the information has been shared.
5. Who is an “insider”?
An insider generally includes a connected person or any person who is in possession of or has access to UPSI. The determination of insider status depends on the applicable provisions and circumstances.
6. Can a person be treated as an insider even if they are not an employee?
Yes. Insider status is not limited to employees. Depending on the circumstances, directors, officers, advisers, intermediaries, fiduciaries, consultants, professional service providers and other persons who possess or have access to UPSI may be subject to the applicable insider-trading restrictions.
7. Is possession of UPSI relevant to insider-trading compliance?
Yes. Persons who possess or have access to UPSI may be subject to restrictions under the PIT Regulations. Companies should therefore maintain appropriate controls over access to UPSI and ensure that persons receiving such information understand their compliance obligations.
8. How should listed entities prevent leakage of UPSI?
Listed entities should establish appropriate internal policies, procedures and controls to prevent unauthorised access, communication, disclosure or leakage of UPSI. These measures should be periodically reviewed and kept aligned with applicable regulatory requirements.
9. Who should be covered by UPSI awareness programmes?
The circular specifically highlights employees and fiduciaries. Depending on the circumstances and the company’s internal framework, appropriate awareness and compliance measures should be extended to persons who may have access to or handle UPSI.
10. What should listed entities do in response to the circular?
Listed entities should consider reviewing their existing UPSI management framework, including their SDD, internal controls, access and information-sharing procedures, employee awareness programmes and Code of Conduct implementation, and address any identified gaps.
11. Does the circular replace the SEBI (PIT) Regulations?
No. The circular sets out suggested best practices and should be read along with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, and other applicable regulatory requirements.
12. What is the key compliance message for listed entities?
The key message is that listed entities should maintain a robust, documented and effectively implemented framework for protecting UPSI, supported by appropriate records, internal controls, employee awareness and accountability mechanisms.
13. How often should PIT compliance policies be reviewed?
Companies should periodically review their policies and controls and update them when required due to regulatory changes, organisational changes, identified compliance gaps or changes in business processes.
14. What should a designated person do before trading?
A designated person should check whether the trading window is open, determine whether any UPSI is in their possession, comply with applicable pre-clearance requirements, observe trading limits and other restrictions, and complete the required disclosures and reporting.
15. Can an insider trade while possessing UPSI?
Insider trading restrictions apply to persons in possession of UPSI, subject to the specific provisions, exceptions and defences available under the PIT Regulations. Persons possessing UPSI should therefore seek appropriate compliance clearance before undertaking any transaction.
Reference:
1. https://www.sebi.gov.in/legal/regulations/mar-2025/securities-and-exchange-board-of-india-prohibition-of-insider-trading-regulations-2015-last-amended-on-march-12-2025-_92672.html {SEBI (PIT) Regulations, 2015}
2. [https://nsearchives.nseindia.com/web/circular/202608/NSE_Circular_20260807_20260807190147.pdf](https://nsearchives.nseindia.com/web/circular/202608/NSE_Circular_20260807_20260807190147.pdf) (NSE Circular Dated August 07, 2026)
