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SEBI UPSI Insider Trading Amendment 2025: Citizen Guide 2026

From 10 June 2025 SEBI widened what counts as Unpublished Price Sensitive Information (UPSI), so a much larger set of company events now puts insiders under trading curbs and pre-clearance rules. The illustrative list of price-sensitive events has grown to sixteen items, drawn from the material-events list in the SEBI LODR Regulations.

If you are short on time: jump to “What you must do if you hold UPSI” below, then check the trading-window FAQ.

What changed in one line

UPSI is information about a company or its securities that is not generally available and that, once public, is likely to materially move the share price. The 2025 amendment did not change that core idea. It expanded the illustrative list of events that are treated as UPSI, so more corporate developments now trigger insider-trading discipline.

Earlier the list was short, centred on results, dividends, mergers and capital changes. The amended list runs to sixteen categories and pulls in many events that companies already disclose as “material” under listing rules.

The rule sits in the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2025, which amend the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The stated aim is to align the UPSI definition with the list of material events in Schedule III of the SEBI LODR Regulations, so disclosure and insider-trading rules speak the same language. Dealing in securities while holding UPSI, or passing UPSI to someone else, is prohibited and penalised under the SEBI Act 1992 and these regulations.

Newly recognised price-sensitive categories

The amended illustrative list expressly brings these kinds of events into the UPSI net. These are categories, not an exhaustive sub-clause map.

The common thread is simple. If an event would be disclosed to the stock exchange as “material”, treat the information about it as UPSI until it is actually published.

What you must do if you hold UPSI

If you are a company employee, director, KMP, a relative of one, or any “connected person”, these duties bite the moment you come into possession of UPSI.

  1. Do not trade. Do not buy or sell the company's securities while you hold UPSI, in your own name or through anyone else.
  2. Respect the trading window. The window stays closed while UPSI exists and reopens only after the information becomes generally available.
  3. Take pre-clearance. For trades above the company threshold, get written pre-clearance from the compliance officer before you place any order.
  4. Do not tip. Do not pass UPSI to family, friends or brokers, and do not “recommend” a trade based on it.
  5. Keep records. Maintain your structured digital database entries and disclosures as the company policy requires.
  6. Check the wider list. Because the list is now wider, an event you once thought harmless, such as a big new contract, may now be UPSI.

Why the change matters in real life

Consider Dr. Shrawan Kumar Pathak, a senior manager at a listed firm. In the past he assumed that only the quarterly results and dividend news were off-limits, so he traded freely around other events.

Under the wider list, the day his company learns it has won a large government order, that information is UPSI until the exchange filing goes out. If he buys shares in that gap, he is now squarely inside the prohibition, even though no results were involved. The amendment closes exactly this kind of grey area.

Use the RTI Act to get the records

SEBI is a public authority under the RTI Act 2005, so an investor can ask for documents and general data in writing. This is useful when you want the primary text or SEBI's own clarifications rather than a news summary.

You can file a Section 6 application to SEBI's Central Public Information Officer asking for the amendment notification, any FAQ or circular on the new UPSI list, and general, aggregate enforcement statistics. The PIO must reply within 30 days. If the reply is missing or evasive, you can file a first appeal within 30 days of that deadline.

Note: details of a specific ongoing investigation can be refused under the RTI exemptions, so ask for the rule and general data, not a named probe. For an individual investor grievance, use SEBI's SCORES platform instead of an RTI request.

To draft and track these requests, use these free tools:

For the full method, read The RTI Playbook and the RTI Act 2005.

What to do in the next 30 minutes

FAQ

When did the wider UPSI definition take effect?

The amendment was notified on 11 March 2025 and is effective from 9 June 2025. The amended UPSI definition itself is effective from 10 June 2025. The change was approved at SEBI's board meeting on 18 December 2024.

How many events are now treated as UPSI?

The illustrative list now runs to sixteen categories of events and information. It was much shorter before. The new entries mirror the material-events list that companies already disclose under the SEBI LODR Regulations.

Does this mean every company event is now UPSI?

No. The test is unchanged. Information is UPSI only if it is not generally available and is likely to materially affect the share price once public. The amendment simply lists more event types that usually meet that test.

Who has to follow these rules?

Company employees, directors, key managerial personnel, their relatives and any connected person who holds UPSI. The duty applies the moment you possess the information, regardless of your job title.

What is the trading window?

It is the period when designated persons may trade. The window stays closed while UPSI exists and reopens only after the information becomes generally available. Trading in a closed window can attract penal action.

Is passing a tip also banned?

Yes. Communicating UPSI to anyone, or recommending a trade based on it, is prohibited along with the trade itself. Both the tipper and the person who trades can face action under the SEBI Act 1992.

Can I get the amendment text through RTI?

Yes. SEBI is a public authority under the RTI Act 2005. File a Section 6 request to its CPIO for the notification, FAQs and general data. The reply is due in 30 days. Specific investigation details may be exempt.

What if I only suspect something is UPSI?

Treat it as UPSI and do not trade until you confirm with your compliance officer. The wider list makes borderline events more likely to qualify, so caution protects you from an accidental violation.

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