UPSI is the trigger for every insider trading restriction in India. If information is unpublished and price sensitive, the moment you possess it, your right to trade freezes — and after June 2025, the list of what counts is far longer than most compliance teams realise.
UPSI = information relating to a company or its securities that is not generally available and, once available, is likely to materially affect the price. The 2025 amendment expanded the illustrative list from 5 items to 16.
Every restriction in the SEBI (Prohibition of Insider Trading) Regulations, 2015 — trading window closures, pre-clearance, contra-trade bans, the Structured Digital Database — exists to control one thing: Unpublished Price Sensitive Information. Get the UPSI identification wrong, and everything downstream fails. A designated person trades in a "clean" window that should have been shut; a deal team shares a document that should have been logged; SEBI reads it all back with hindsight.
That is exactly why SEBI moved from a short, judgment-heavy definition to a prescriptive one. By notification SEBI/LAD-NRO/GN/2025/235 dated 11 March 2025 (effective 10 June 2025), the illustrative list of deemed UPSI events grew from five categories to sixteen, pulling in events straight from Regulation 30 of the LODR Regulations.
BOTTOM LINE
- Definition: Regulation 2(1)(n) — information not generally available which, upon becoming generally available, is likely to materially affect the price of securities.
- 2025 change: The illustrative list expanded from 5 to 16 categories — fund raising decisions, control-impacting agreements, forensic audits, fraud/defaults, key licence actions, CIRP admissions, rating changes (other than ESG) and more are now expressly UPSI.
- SDD rule: UPSI received from outside the company must be entered in the Structured Digital Database within 2 calendar days of receipt.
The definition — two limbs, both essential
Governs this section: Regulation 2(1)(n), PIT Regulations, 2015
Information qualifies as UPSI only if both limbs are met:
- Unpublished — not "generally available", i.e. not accessible to the public on a non-discriminatory basis (stock exchange dissemination is the gold standard of "generally available");
- Price sensitive — likely to materially affect the price of the securities once it becomes generally available.
A rumour circulating on social media is not "generally available" merely because it is circulating; a formal disclosure to the exchanges is. And information can be price sensitive in either direction — bad news is UPSI just as much as good news.
The expanded list after 10 June 2025
Governs this section: Regulation 2(1)(n) as amended by the SEBI (PIT) (Amendment) Regulations, 2025
The pre-amendment list covered financial results, dividends, capital-structure changes, M&A-type transactions and changes in KMP. The 2025 amendment aligned the definition with Regulation 30 / Schedule III of the LODR Regulations, expressly adding (among others):
- decisions on proposed fund raising;
- agreements which may impact the management or control of the company;
- initiation of a forensic audit (for financial misstatement, siphoning or diversion of funds) and receipt of the final report;
- fraud or defaults by the company, its promoters, directors, KMP or subsidiary, and arrests of key persons;
- change in rating(s) — other than ESG ratings;
- resolution plans / restructuring in relation to loans or borrowings;
- one-time settlements with banks and winding-up / CIRP admissions;
- grant, withdrawal, surrender, cancellation or suspension of key licences or regulatory approvals;
- guarantees, indemnities or surety for third parties outside the normal course of business;
- litigation or disputes with material impact, awards or orders of regulators/courts/tribunals; and
- outcomes of major deliberations — with a deemed materiality flavour: listed items are treated as UPSI without a fresh price-sensitivity debate.
CAUTION — "operational" is no longer a defence
Several new items — licence suspensions, third-party guarantees, forensic audit initiation — feel like routine business events. Post-amendment, they are named UPSI categories. Treating them as "business as usual" and leaving the trading window open is precisely the gap SEBI legislated to close.
The Structured Digital Database and external UPSI
Governs this section: Regulation 3(5) & 3(6), PIT Regulations, 2015
Every listed company must maintain an internal Structured Digital Database (SDD) capturing the nature of UPSI, the names and PANs of persons who shared and received it, with time-stamped, non-tamperable audit trails, preserved for at least 8 years.
The 2025 amendment added a practical fix for information that originates outside the company (say, a regulator's communication or an acquirer's approach): such external UPSI must be recorded in the SDD within 2 calendar days of receipt. The amendment also gave compliance officers flexibility on trading-window closure where UPSI emanates from outside and designated persons are unlikely to possess it.
PRACTITIONER'S NOTE
The SDD is SEBI's first stop in every insider trading investigation. If a person traded profitably and the SDD shows they were "in" on the UPSI, the case is largely built. If the SDD is incomplete, the company itself faces action for the lapse. Keep the SDD contemporaneous — retro-fitted entries are visible in the audit trail and worse than no entry at all.
When does UPSI stop being UPSI?
Governs this section: Regulation 2(1)(e) — "generally available information"
UPSI dies the moment the information becomes generally available — typically on dissemination through the stock exchanges. This is why trading windows reopen only 48 hours after results are declared: the market needs time to absorb the disclosure. Selective disclosure (to one analyst, one fund, one journalist) does not make information generally available — it simply multiplies the number of insiders.
Worked example
Mini-case — the forensic audit that closed the window
A listed manufacturer's audit committee resolves on 5 July to appoint a forensic auditor to examine suspected fund diversion in a subsidiary. Under the pre-2025 definition, the compliance officer might have debated price sensitivity. Post-amendment, initiation of a forensic audit is a named UPSI category: the information goes into the SDD the same day, the trading window shuts for designated persons aware of it, and the CFO's planned sale of ESOP shares is refused pre-clearance. Three weeks later the appointment is disclosed to the exchanges; the stock falls 9%. The CFO's blocked trade is not a grievance — it is the system working. Had he sold, he would be defending a Section 15G notice with a minimum penalty of ₹10 lakh on the table.
Common mistakes
- Testing only the old 5 categories. The list is now 16 — fund raising decisions, forensic audits, licence actions and control-impacting agreements are expressly in.
- Treating rumours as "generally available". Only non-discriminatory public dissemination (exchange disclosure) kills UPSI.
- Forgetting external UPSI. Information received from outside must hit the SDD within 2 calendar days.
- Assuming only good news is UPSI. Adverse events — defaults, fraud, licence suspension — are equally price sensitive.
- Reopening the window at announcement. The window reopens 48 hours after the UPSI becomes generally available, not at the moment of disclosure.
Checklist
- Map all 16 UPSI categories into the company's Code of Fair Disclosure and internal materiality policy.
- Log every UPSI event in the SDD contemporaneously — external UPSI within 2 calendar days.
- Close the trading window on UPSI crystallisation; reopen 48 hours after dissemination.
- Restrict UPSI sharing to need-to-know recipients; capture every recipient's name and PAN.
- Retrain designated persons on the expanded list (effective 10 June 2025).
- Review notings of "not UPSI" decisions — document the reasoning at the time.
FAQ
Is every Regulation 30 disclosure automatically UPSI? No. The 2025 amendment pulled specific Schedule III events into the UPSI list, and companies identify UPSI based on LODR materiality principles — but the two lists are aligned, not identical. UPSI status still turns on the information being unpublished and price sensitive.
Does information shared under a rumour on WhatsApp become "generally available"? No. Generally available means accessible to the public on a non-discriminatory basis — exchange dissemination, not leaks.
How long must the SDD be preserved? At least 8 years, with time-stamped and non-tamperable audit trails (longer if proceedings are pending).
Are ESG rating changes UPSI? The 2025 amendment expressly covers changes in ratings other than ESG ratings.
When did the expanded list take effect? 10 June 2025 — 90 days from the 11/12 March 2025 notification.
Primary sources
- Regulation 2(1)(n), 2(1)(e), 3(5) & 3(6), SEBI (Prohibition of Insider Trading) Regulations, 2015
- SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2025 — Notification SEBI/LAD-NRO/GN/2025/235 dated 11 March 2025, effective 10 June 2025
- Regulation 30 & Schedule III, SEBI (LODR) Regulations, 2015
- SEBI Consultation Papers dated 18 May 2023 and 9 November 2024
Disclaimer: This article is general information on a fast-changing area of securities law, current at the time of writing. It is not legal or professional advice. Verify the position against the live SEBI regulations and circulars and consult your compliance officer or company secretary before acting.