Securities and Exchange Board of India (SEBI) has introduced amendments to the Prohibition of Insider Trading Regulations, 2015, effective ninety days from publication. The changes refine the definition of unpublished price-sensitive information (UPSI), incorporating new disclosure requirements such as contract awards or terminations, rating changes, fundraising activities, agreements affecting management control, and financial or regulatory actions. Key managerial personnel resignations, fraud, defaults, insolvency proceedings, forensic audits, and legal disputes impacting a company must now be disclosed. Additionally, structured digital databases must record external information within two calendar days of receipt. The revised trading window norms allow listed companies to keep trading open for UPSI not originating internally. These amendments aim to enhance market transparency and accountability.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 11th March 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING)
(AMENDMENT) REGULATIONS, 2025
F. No. SEBI/LAD-NRO/GN/2025/235.—In exercise of the powers conferred by section 30 read with clause (g) of sub-section (2) of section 11 and clauses (d) and (e) of section 12A of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, namely:—
1. These regulations may be called the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2025.
2. They shall come into force on the ninetieth day from the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,—
I. in regulation 2, sub-regulation (1),
(1) in clause (n)—
(a) in sub-clause (iv), after the words “expansion of business” and before the words and symbol “and such other transactions;”, the words and symbols “, award or termination of order/contracts not in the normal course of business” shall be inserted;
(b) in sub-clause (v), after the words “changes in key managerial personnel” the symbol “; and” shall be substituted with the words and symbols “, other than due to superannuation or end of term, and resignation of a Statutory Auditor or Secretarial Auditor;”;
(c) after sub-clause (v) the following sub-clauses and Explanation shall be inserted: “
(vi) change in rating(s), other than ESG rating(s);
(vii) fund raising proposed to be undertaken;
(viii) agreements, by whatever name called, which may impact the management or control of the company;
(ix) 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;
(x) resolution plan/ restructuring or one time settlement in relation to loans/borrowings from banks/financial institutions;
(xi) 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;
(xii) 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;
(xiii) 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;
(xiv) outcome of any litigation(s) or dispute(s) which may have an impact on the company;
(xv) 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;
(xvi) granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.
Explanation 1- For the purpose of sub-clause (ix):
a. ‘Fraud’ shall have the same meaning as referred to in Regulation 2(1)(c) of Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003.
b. ‘Default’ shall have the same meaning as referred to in Clause 6 of paragraph A of Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Explanation 2- For identification of events enumerated in this clause as unpublished price sensitive information, the guidelines for materiality referred at paragraph A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as may be specified by the Board from time to time and materiality as referred at paragraph B of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be applicable.”
II. in regulation 3, after sub-regulation (5) the following proviso shall be inserted:
“Provided that entry of information, not emanating from within the organisation, in structured digital database may be done not later than 2 calendar days from the receipt of such information.”
III. in Schedule B, in clause 4 after sub-clause (1) the following proviso shall be inserted
“Provided that, for unpublished price sensitive information not emanating from within the Listed Company, trading window may not be closed.”
BABITHA RAYUDU, Executive Director
[ADVT.-III/4/Exty./1027/2024-25]
Footnote:
1. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 was published in the Gazette of India on January 15, 2015 vide No. LAD-NRO/GN/2014-15/21/85.
2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 was subsequently amended on, –
i. December 31, 2018 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 vide No. SEBI/LAD-NRO/GN/ 2018/59.
ii. January 21, 2019 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2019 videNo. SEBI/LAD-NRO/GN/ 2019/02.
iii. July 25, 2019 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 vide No. SEBI/LAD-NRO/GN/ 2019/23.
iv. September 17, 2019 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2019 vide No. SEBI/LAD-NRO/GN/ 2019/32.
v. July 17, 2020 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/ 2020/23.
vi. October 29, 2020 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/ 2020/38.
vii. April 26, 2021 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/ 2021/17.
viii. August 05,2021 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/ 2021/37.
ix. November 24, 2022 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/108.
x. May 17, 2024 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/181.
xi. June 25, 2024 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 vide No. SEBI/LAD-NRO/GN/2024/184.
xii. December 06, 2024 by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 vide No. SEBI/LAD—NRO/GN/2024/216.
