FAQs on Extension of automated implementation of trading window closure

The Securities and Exchange Board of India (SEBI) has expanded the scope of automated trading window closures for listed companies, now including immediate relatives of designated persons. This directive, effective from a circular dated April 21, 2025, aligns with Clause 4 of Schedule B read with Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”). The primary objective is to prevent potential insider trading by individuals with access to unpublished price-sensitive information (UPSI), particularly leading up to financial results declarations. Listed companies are required to update their systems to facilitate this automated closure for this broader group.

In conjunction with the circular, SEBI has released a set of Frequently Asked Questions (FAQs) to clarify the implementation. The FAQs define “immediate relative” as a spouse, parent, sibling, and child of a person or their spouse, provided they are financially dependent or consult on trading decisions. Companies must provide details of immediate relatives where applicable, including their PANs, regardless of whether they hold shares. For those without a PAN or Demat account, details should be managed offline, but PANs of promoters, promoter groups, and designated persons, along with their immediate relatives, must be uploaded to the system. Changes to these details should be updated promptly.

The freezing of PANs for immediate relatives is applicable for the top 500 companies from July 1, 2025, and for other companies from October 1, 2025. PANs can be migrated or transferred between categories as needed. The regulations also extend to immediate relatives of personnel from auditors, RTAs, and other related entities if these individuals possess UPSI. The FAQs distinguish between “exemption” for regulatory reasons and “removal” for PANs where UPSI is no longer applicable. Listed companies are advised to review these guidelines and ensure full compliance. For any queries, companies can contact designated support teams at depositories (NSDL, CDSL) and stock exchanges (NSE, BSE, MSEI).

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NOTICES

Dear Sir / Madam

The Securities and Exchange Board of India (SEBI) has issued circular No. SEBI/HO/ISD/ISD-PoD-2/P/CIR/2025/55 dated April 21, 2025, regarding Trading  Window  closure  period  under  Clause  4  of  Schedule  B  read  with Regulation  9  of  Securities  and Exchange Board  of India(Prohibition  of  Insider Trading)   Regulations,   2015 (“PIT  Regulations”)  Extension   of   automated implementation  of trading  window  closure  to  Immediate  Relatives  of  Designated Persons, on account of declaration of financial results.

FAQs in same regard is attached for reference.

All Listed companies are requested to take note and comply accordingly.

Manu Thomas
Deputy Vice President-Listing Compliance

Hasti Vora
Dy. Manager-Listing Compliance

FAQs on Inclusion of Immediate Relatives in Trading Window closure under SEBI (PIT) Regulations, 2015

Disclaimer: “This document/FAQ summarizes the queries relating to the above topic(s) in a concise manner for the Member’s ease of understanding. The information and/ or content (collectively ‘Information’) provided herein is general information only and BSE has issued detailed circulars to such effect from time to time. While reasonable care has been exercised to ensure that the Information is adequate and reliable, no representation is made by BSE as to its accuracy, correctness or completeness and BSE, its affiliates and subsidiaries accepts no liability of whatsoever nature for any direct/indirect or consequential loss, including without limitation any loss of profits, arising from reliance on this Information. In the event of any difference/ inconsistencies between the Information as provided herein and in the circulars, the Information in the circulars shall be construed as final and binding. BSE does not in any way control, warrant or provide guarantee on the suitability of the Information for the readers usage. The readers are expected to undertake their own diligence and are advised not to solely rely on this document. Any such reliance shall be at the reader’s own risk. Nothing stated herein shall bind BSE, in any manner whatsoever.”

FAQs-Immediate Relatives.

Q.1 What is the definition of Immediate Relatives?

Ans. As per SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) “Immediate relative” means a spouse of a person, and includes parent, sibling, and child of such person or of the spouse, any of whom is either dependent financially on such person or consults such person in taking decisions relating to trading in securities.

Q.2 Is it necessary to provide details of immediate relatives for each Designated Person?

Ans. Details of immediate relatives should be provided wherever applicable.

Q.3 Should immediate relatives be added if they do not hold any shares in the listed entity?

Ans. Irrespective of holdings, issuer needs to update PANs of immediate relatives.

Q.4 Should the details of immediate relatives without a PAN or Demat account be included?

Ans. In this regard, kindly note that you must include only the PANs of promoters / promoter groups and Designated persons and their immediate relatives in system. In case an entity is PAN exempted then you need to upload the Demat account number. In case both are not present then details of such entities need to be managed by issuer through offline mode.

Q.5 How frequently the issuer should update immediate relatives’ details?

Ans. The details should be updated promptly whenever there are any changes.

Q.6 How do we map immediate relatives for non-individuals?

Ans. Immediate relatives can be only individual.

Q.7 Should the PAN of immediate relatives be frozen for the top 500 companies from the quarter ending June 30, 2025, or should their details be added for designated persons starting July 1, 2025?

Ans. Pan of immediate relatives needs to be updated promptly whenever there are any changes. However, freezing of pan of immediate relatives are applicable for top 500 companies from July 1, 2025. For rest of the companies freezing will be applicable from October 1, 2025.

Q.8 If PAN already exists in any other Category, can it be migrated or transferred to Category of immediate relative?

Ans. Yes, the PAN can be added by deleting/modifying to the immediate relative category.

Q.9 Should immediate relatives of personnel from our auditors, RTA, and other related entities be included in the records?

Ans. Individuals who possess Unpublished Price Sensitive Information (UPSI) should be included.

Q.10 What is the difference between exemption and removal?

Ans. Exemption can be provided on basis of regulatory reason. Removal is for those PAN for whom UPSI is not applicable.

In case of any query, you may get in touch on the following contact numbers or Email IDs: