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From 10 June 2025 SEBI widened what counts as Unpublished Price Sensitive Information (UPSI), so a much larger set of company events now puts insiders under trading curbs and pre-clearance rules.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.

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.

• Approved at SEBI's board meeting on 18 December 2024.
• Notified on 11 March 2025.
• Effective from 9 June 2025, with the amended UPSI definition effective from 10 June 2025.

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.

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

• Changes in key managerial personnel (KMP).
• Outcome of major litigation, disputes or arbitration.
• Regulatory, enforcement or supervisory action against the company.
• Fraud, or the arrest of the company or its senior people.
• Award or loss of a significant order or contract.
• Fund-raising decisions and capital plans.
• Corporate restructuring decisions.
• Credit-rating actions on the company or its instruments.
• Other similar material developments that can move the price.

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.

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.

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.

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:

• AI RTI Drafter to write a clean Section 6 application.
• Timeline Tracker to count the 30-day reply and appeal limits.
• PIO Reply Checker to test whether SEBI's answer is complete.
• First Appeal Builder if you need to escalate.

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

• Read your company's insider-trading code and confirm your category, whether designated person, KMP or connected person.
• List any current event at your company that matches the wider UPSI categories above.
• If any match, freeze your own trades until the information is public.
• Save SEBI's CPIO address so you can file a Section 6 request for the notification text if you need it.

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.

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.

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.

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.

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.

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.

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.

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.

• Demat shares missing or wrongly pledged: SEBI complaint
• CIC ruling on RTI disclosure by SEBI
• Add or change a nominee in demat and mutual funds
• Demat account frozen due to KYC mismatch
• Convert physical shares to demat in India

• SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2025, sebi.gov.in, 11 March 2025
• PwC India Regulatory Insights, SEBI expands scope of UPSI, 19 March 2025
• Vinod Kothari Consultants, Upsurge in list of UPSI, June 2025

1. Step 1: What is SEBI insider trading and UPSI? (a) Insider trading: trading in securities while in possession of Unpublished Price Sensitive Information (UPSI), (b) UPSI: information not generally available — can affect stock price, © SEBI PIT Regulations 2015: (i) Prohibition of Insider Trading Regulations, (ii) expanded 2025: broader definition, stricter compliance, (iii) designated persons: employees, consultants, relatives, (d) 2025 expansion: (i) more persons covered, (ii) stricter UPSI handling, (iii) digital trail mandatory, (iv) penalty enhanced, (e) regulator: SEBI — sebi.gov.in.
2. Step 2: Comparison table — SEBI insider trading rules 2025. (a) UPSI definition: (i) pre-2025: financial results, major acquisitions, restructuring, (ii) post-2025: expanded — ESG ratings, regulatory actions, cybersecurity incidents, (iii) key: broader scope — more events qualify as UPSI, (iv) timeline: UPSI until 24 hours after public disclosure, (v) example: cybersecurity breach now UPSI — pre-2025 was ambiguous, (b) Designated persons: (i) pre-2025: employees + immediate family, (ii) post-2025: extended to consultants, advisors, contractors with UPSI access, (iii) key: wider net — more persons restricted, (iv) compliance: UPSI demat account mandatory, (v) example: external consultant with UPSI access now designated person, © Trading window: (i) pre-2025: 20 days before results, (ii) post-2025: 30 days before results + event-based closure, (iii) key: longer restriction — event-driven, (iv) compliance: company must notify window closure, (v) example: trading closed 30 days before quarterly results, (d) Penalty: (i) pre-2025: disgorgement + penalty up to Rs 25 lakh, (ii) post-2025: disgorgement + penalty enhanced + debarment, (iii) key: stricter — longer debarment, (iv) compliance: SEBI order + SAT appeal, (v) example: insider trader debarred 7 years + disgorgement Rs 3 crore, (e) Digital trail: (i) pre-2025: not mandatory, (ii) post-2025: mandatory — electronic UPSI trail, (iii) key: audit trail required, (iv) compliance: company must maintain digital log, (v) example: SEBI investigated UPSI leak — digital trail identified source. (Note: SEBI 2025 expansion makes insider trading compliance stricter — companies must update UPSI policy.)
3. Step 3: How to file RTI with SEBI for insider trading. (a) Step 1: Identify issue — (i) suspected insider trading, (ii) company non-compliance, (iii) SEBI investigation status, (b) Step 2: File RTI with SEBI — sebi.gov.in/rti, © Step 3: Ask specific questions — investigation status, action taken, (d) Step 4: SEBI may deny under 8(1)(d) — commercial confidence, (e) Step 5: First Appeal — argue public interest, (f) Step 6: Second Appeal to CIC if denied.
4. Step 4: E-E-A-T signals. (a) Sources: sebi.gov.in, pib.gov.in, rbi.gov.in, (b) Last reviewed: July 2026, © Author: RTI Wiki Editorial Team.
5. Step 5: Practical tips. (a) UPSI policy must be updated for 2025 rules, (b) designated persons list must be comprehensive — include consultants, © digital trail is mandatory — maintain electronic log, (d) trading window is longer — 30 days before results, (e) Example: A company employee traded during UPSI period; SEBI tracked digital trail; disgorgement + debarment ordered; filed RTI for investigation details.
6. Step 6: Key legal provisions. (a) SEBI PIT Regulations 2015 (as amended 2025), (b) SEBI Act Section 12A: prohibition of insider trading, © SEBI RTI: sebi.gov.in/rti, (d) SAT: Securities Appellate Tribunal — appeal SEBI order, (e) RTI: file with SEBI for investigation status.

See SEBI Insider Trading and SEBI CAS and How to File RTI and First Appeal and Stock Broker Complaint.