⚠ Intermediaries & Fiduciaries: The event categories below primarily apply to Listed Companies. Intermediaries and Fiduciaries must log UPSI received in the course of business/engagement with listed companies. See Part E for entity-specific compliance requirements.
SDD Compliance Platform
UPSI SDD Entry
Checklist
Comprehensive Structured Digital Database (SDD) compliance guide for Listed Companies, Intermediaries & Fiduciaries under SEBI (Prohibition of Insider Trading) Regulations, 2015 — incorporating all June 2025 PIT amendments.
📋 Reg. 3(5) Compliant
⚡ June 2025 PIT Amendments
📂 14 Event Categories
🗓 Updated August 2026
⚠️ Important: This checklist covers all probable UPSI event types requiring SDD entries under SEBI PIT Regulations, 2015 (as amended to June 2025). The UPSI definition is non-exhaustive — any information materially affecting share price that is not generally available must be recorded. Always consult the latest SEBI/Exchange circulars.
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Applicability
Who Must Use This Checklist?
Listed Companies
BSE/NSE listed entities, their subsidiaries handling UPSI
Must maintain SDD under Reg. 3(5)
Intermediaries
Stock brokers, merchant bankers, portfolio managers, depository participants, investment advisers
Must maintain separate parallel SDD
Fiduciaries
CA firms, CS professionals, law firms, valuers, credit rating agencies, auditors
Must maintain SDD for each listed-company engagement
Part A
Mandatory
SDD Entry Fields
| Field | Description | Regulatory Basis |
|---|---|---|
| Nature / Type of UPSI | Describe the category and specific nature of the unpublished information | Reg. 3(5) |
| Name of Person Who Shared UPSI | Full name of the insider / designated person sharing the information | Reg. 3(5) |
| PAN of Person Who Shared UPSI | PAN number; or other SEBI-authorised identifier if PAN unavailable | Reg. 3(5) |
| Name of Person With Whom UPSI Shared | Full name of recipient (individual, firm, or entity) | Reg. 3(5) |
| PAN of Recipient | PAN number; or other SEBI-authorised identifier if PAN unavailable | Reg. 3(5) |
| Date & Time of Sharing | Exact timestamp; SDD must be time-stamped with audit trail | SEBI FAQ / Reg. 3(5) |
| Mode of Communication | Email, meeting, phone, written communication, portal access, etc. | Best Practice |
| Purpose / Legitimate Business Reason | Reason for sharing (e.g., audit, legal diligence, board meeting) | Reg. 3(6) |
| Date UPSI Becomes Generally Available | Date of public disclosure / stock exchange filing | Reg. 2(1)(e) |
| Entry Made By | Name & designation of person making the SDD entry | Reg. 3(5) |
| Unique Entry / Reference Number | Auto-generated or manual reference for tracking | Best Practice |
| Correction Reference (if applicable) | If correcting an earlier entry, cite original entry reference number | SEBI FAQ |
Part B
Event Categories
All Probable UPSI Events
B1
Financial Results & Performance
- Quarterly unaudited financial results (before board approval & exchange filing)
- Annual audited financial results (before board approval)
- Restatement or revision of previously published results
- Profit warnings or material deviations from guidance
- Significant change in revenue recognition policy
- Discovery of material error in financial statements
- New Jun 25 Initiation of forensic audit (to detect misstatement, misappropriation or diversion of funds)
- New Jun 25 Receipt of the final forensic audit report
- Auditor qualification, disclaimer, or adverse opinion
B2
Dividends & Distributions
- Proposal to declare interim dividend (before board resolution)
- Proposal to declare final dividend (before AGM)
- Proposal to not declare or reduce dividend
- Special / one-time dividend proposal
- Dividend in kind or non-cash form
- Stock dividend / bonus in lieu of cash dividend
B3
Capital Structure Changes
- Rights issue (before public announcement)
- Preferential allotment / private placement
- FPO, QIP, bonus share issue, stock split, consolidation
- Buyback of securities (before board/shareholders' approval)
- Issue of convertible instruments / NCDs / bonds
- ESOP / ESPP grants (if likely to materially affect price)
- New Jun 25 Fund raising proposed (any instrument)
B4
M&A, Restructuring & Corporate Actions
- Merger / amalgamation, de-merger, spin-off, hive-off
- Acquisition or disposal of company / significant assets
- JV formation/dissolution, strategic partnerships
- De-listing, open offer, change of promoter/control
- Expansion into new geographies or business segments
- New Jun 25 Resolution plan / OTS of bank loans
- New Jun 25 Winding-up petition or IBC insolvency proceedings
- New Jun 25 Agreements impacting management or control
B5
Awards, Orders & Contracts
- New Jun 25 Award of significant contract / order (beyond materiality threshold)
- New Jun 25 Termination / cancellation of significant contract
- Loss of major customer or distribution agreement
- Large government tender or international contract win
- Material change in contract terms affecting revenue outlook
Note: Routine purchase orders, recurring supplier contracts & standard renewals are generally excluded. Apply LODR Reg. 30 materiality thresholds.
B6
KMP & Board Changes
- Appointment or resignation of MD / Executive Director / CEO
- Appointment or resignation of CFO / Company Secretary / CO
- Appointment or resignation of Whole-Time Director
- Change in Non-Executive / Independent Director (if material)
- Jun 25 Appointment or removal of Statutory / Secretarial Auditor
Exclusion (Jun 2025): Changes due to superannuation, completion of term, or routine retirement do not need UPSI entry.
B7
Credit Ratings
- New Jun 25 Downgrade of credit rating (instruments / issuer)
- New Jun 25 Upgrade of credit rating
- New Jun 25 Credit watch / outlook change
- New Jun 25 Withdrawal or suspension of credit rating
- Rating given for the first time (IPO / new instrument)
Note: Excluded ESG ratings are specifically excluded. Only SEBI-registered Credit Rating Agencies qualify.
B8
Regulatory, Legal & Enforcement
- New Jun 25 SCN / order from SEBI, MCA, RBI, IRDAI or other regulators
- New Jun 25 Search & seizure at company premises
- New Jun 25 Arrest of promoter, director, KMP or key subsidiary personnel
- New Jun 25 Fraud or default by company, promoter, director, or KMP
- New Jun 25 Action by foreign regulatory authority (DOJ, SEC, OFAC)
- New Jun 25 Major litigation: filing or outcome of significant lawsuit
- Tax demand / material penalty by any regulatory body
- New Jun 25 Misappropriation / diversion of funds identified
B9
Licences, Approvals & Clearances
- New Jun 25 Grant of key regulatory licence (spectrum, mining, pharma ANDA/NDA, FSSAI)
- New Jun 25 Withdrawal, suspension or cancellation of key licence
- New Jun 25 Surrender of material regulatory approval
- NCLT / CCI / SEBI approval or rejection of scheme
- Receipt or rejection of environmental clearance (large projects)
B10
Guarantees & Off-Balance Sheet
- New Jun 25 Giving corporate guarantee for a third party (not in normal course)
- New Jun 25 Becoming surety or providing indemnity for third party obligations
- Invocation of guarantee by bank / FI against company
- Material contingent liability becoming crystallised
B11
IPO / Listing Specific Events
- Filing of DRHP with SEBI (before public announcement)
- SEBI observations / queries on DRHP
- IPO pricing discussions (price band deliberations)
- Pre-IPO investor meetings / roadshows sharing UPSI
- Appointment of Lead Manager / BRLM
- Anchor investor allotment decisions
- Material developments during IPO process
B12
Information from External Sources
- Credit rating action communicated before public announcement
- Court order / tribunal award received but not yet public
- Regulatory inspection report with adverse findings
- Market intelligence / acquisition approach received
- Unsolicited takeover / merger approach received
Jun 2025: External-origin UPSI may be entered within 2 calendar days of receipt. Trading window closure is not mandatory for such UPSI.
B13
Technology, Data & Cybersecurity
- Major cybersecurity breach affecting operations or customer data
- Loss or theft of significant company data or intellectual property
- Technology outage significantly disrupting business operations
- Significant vulnerability in core technology platform
B14
ESG, Environmental & Social Events
- Major environmental accident / industrial disaster at plant
- Significant regulatory action for environmental non-compliance
- Discovery of material child labour / human rights violation
- Material ESG-related litigation or governmental investigation
Part C
Persons & Entities
Who Must Be Entered in SDD
Internal Designated Persons
MD, CEO, CFO, CS, WTD, HODs, employees on Insider List
Every instance of UPSI sharing, even internally
Board of Directors
Executive, Non-Executive, Independent Directors
Board & committee meetings where UPSI is discussed
Nominee Directors
Bank / FI nominee directors sharing with their institution
Must record sharing with the bank/FI in SDD
Statutory Auditors
Audit firm, senior partner, engagement team members
Firm + senior partner + team members with PAN
Secretarial Auditors
PCS firm and engagement partners
All persons having access to UPSI during audit
Legal Counsel / Law Firms
Internal legal team + external law firms
All persons from the firm with UPSI access
Merchant Bankers / BRLMs
Investment banks, book runners for IPO / fundraise
Firm + all individuals accessing UPSI
Valuation & M&A Advisors
Financial advisors, transaction advisors
Firm + individuals with UPSI access
Banks & Financial Institutions
Lenders, consortium bankers, DFIs
Persons receiving UPSI for due diligence / credit
Credit Rating Agencies
CRISIL, ICRA, CARE, India Ratings, etc.
Analysts accessing UPSI for rating exercise
Registrar & Transfer Agent
CDSL Ventures, KFin Technologies, etc.
Personnel with access to price-sensitive data
Government / Regulatory Bodies
MCA, SEBI, stock exchanges, CCI, NCLT
Where UPSI submitted in non-public filings
Due Diligence Professionals
CAs, CS, consultants for M&A due diligence
All individuals with UPSI access
Technology / Software Vendors
If they access UPSI through system access
Must be recorded if UPSI data access is granted
Institutional Investors / Analysts
During pre-IPO investor meetings, analyst calls
If non-public UPSI shared in meetings or calls
Part D
Entry Timelines
When to Make SDD Entries
UPSI originating inside the listed company
Immediately / real-time at point of sharing
UPSI originating from outside (e.g., rating action, court order, regulatory notice)
Within 2 calendar days of receipt — Jun 2025 Amendment
Sharing at Board / Committee Meeting
At time of meeting or immediately after
Sharing via email
At time of sending (or receiving)
Sharing through portal / system access
At time of access being granted
Correction of an earlier SDD entry
Immediately; cite original entry ref; do NOT delete original
End of UPSI period — information becomes generally available
Update with date of public disclosure / exchange filing
Part E
Entity-Specific
Compliance Obligations by Entity Type
Obligations under SEBI PIT Regulations differ by entity. This section maps the specific duties for Listed Companies, Intermediaries and Fiduciaries.
E1
Listed Companies (incl. Proposed-to-be-Listed)
- Maintain SDD internally — Reg. 3(5), 3(6). Cannot be outsourced to third-party vendors where the vendor has access to records (SEBI FAQ #8).
- Board-level accountability — Board / Compliance Officer is fully responsible for SDD integrity, even if hosted on cloud (SEBI FAQ #7).
- Formulate Code of Conduct under Reg. 9(1) per Schedule B for Designated Persons and Immediate Relatives.
- Designate Compliance Officer — must report to Board / Audit Committee at least once a year (Schedule B, Clause 1).
- Identify Designated Persons — Reg. 9(4): MD/CEO, CFO, CS, WTDs, all promoters, HODs, support staff with UPSI access, and persons in material financial relationship.
- Trading Window management — close the window for every UPSI; communicate closure to DPs; not merely reject pre-clearance (SEBI FAQ #31, #33).
- Pre-clearance mechanism — above Board-stipulated thresholds; 7 trading-day execution window (Schedule B, Clause 7).
- Contra-trade restrictions — min 6 months between opposite trades for DPs and immediate relatives collectively (SEBI FAQ #42). Date-wise, not share-wise (FAQ #43).
- Annual disclosures — DPs must disclose immediate relatives, PAN, material financial relationships, phone numbers annually (Schedule B/C, Clause 12).
SDD Compliance Certification — submit to stock exchanges:
| Entity Category | Compliance Requirement (ICSI Advisory Apr 2025 / BSE-NSE Circular Oct 2024) |
|---|---|
| SDD-compliant entity (Reg. 24A applicable) | Confirm in Annual Secretarial Compliance Report within 60 days of FY end |
| SDD-compliant entity (Reg. 24A not applicable) | Submit PCS-certified Compliance Certificate within 60 days of FY end |
| SDD non-compliant entity | Submit quarterly PCS-certified certificate until compliant |
| Proposed-to-be / newly listed company | Submit PCS certificate to Exchange at time of filing offer document |
E2
Intermediaries (Reg. 9(1), 9A, Schedule C)
Who qualifies: SEBI-registered intermediaries — Stock Brokers, Merchant Bankers, Portfolio Managers, AMCs, Depository Participants, Credit Rating Agencies, Research Analysts, Investment Advisers, Debenture Trustees, Registrars & Transfer Agents.
- Formulate Code of Conduct under Reg. 9(1) per Schedule C — separate from the listed company's code.
- Maintain a separate parallel SDD — capturing UPSI received from listed companies with full details (SEBI FAQ #6).
- Chinese Wall procedures — establish information barriers and processes for "crossing the wall" (Schedule C, Clause 2).
- Restricted List — Compliance Officer must maintain a confidential list of restricted securities (Schedule C, Clause 5).
- Designate Compliance Officer reporting to Board / head of organisation at least once a year (Schedule C, Clause 1).
- Identify Designated Persons based on role, function and UPSI access; includes all promoters and support staff (Reg. 9(4)).
- Pre-clearance for DPs above Board-stipulated thresholds; max 7 trading-day execution window.
- Contra-trade restrictions — same as listed companies; applies to DPs and immediate relatives collectively (SEBI FAQ #41).
- "Inside" awareness — a process for how/when people are brought inside sensitive transactions; individuals must be informed of duties and liabilities (Schedule C, Clause 13).
- Report violations — must intimate SEBI of any PIT violation by designated persons in the standardised format (SEBI Circular Jul 2020).
- Disciplinary sanctions — code must stipulate sanctions (wage freeze, suspension, recovery, clawback); amounts remitted to IEPF.
- Internal controls — CEO/MD must put in place adequate systems under Reg. 9A(1) to prevent insider trading.
- SDD preservation — minimum 8 years after completion of relevant transactions; longer if SEBI investigation pending (Reg. 3(6)).
E3
Fiduciaries (Reg. 9(2), 9A, Schedule C)
Who qualifies: Professional firms handling listed-company UPSI in the course of business — Statutory Audit firms (CA firms), Secretarial Audit firms (PCS firms), Law Firms, Management Consultants, Financial Advisors, M&A Advisors, Valuation Experts, Actuaries, Tax Consultants, Bankers (fiduciary capacity).
- Formulate Code of Conduct under Reg. 9(2) per Schedule C — same minimum standards as intermediaries.
- Maintain a separate parallel SDD — SEBI FAQ #6: if listed company X shares UPSI with Law Firm Y via person A to B, then Y's SDD must capture nature of UPSI and details of X, A and B with PAN.
- Chinese Wall procedures & Restricted List — same requirements as intermediaries.
- Designate Compliance Officer for the fiduciary entity itself; report to Board / head of organisation.
- Identify Designated Persons — all engagement team members with UPSI access, senior partner, support staff (IT, secretarial) with access.
- Pre-clearance & Contra-trade — applies to DPs of the fiduciary entity; same 6-month contra-trade restriction.
- "Inside" awareness — inform individuals of duties and liabilities when brought inside (Schedule C, Clause 13).
- Report violations to SEBI in the standardised format.
- Dual responsibility for Banks — SEBI (Sep 2025) alerted listed banks to their dual role as both listed entities (Schedule B) and fiduciaries handling client UPSI (Schedule C).
- SDD preservation — minimum 8 years; longer if SEBI investigation pending.
- Annual disclosures by DPs — same requirements as intermediaries under Schedule C, Clause 12.
⚠ Critical for CA / CS / Law Firms: Each engagement involving a listed company where UPSI is accessed requires SDD entries in the fiduciary's own database. The listed company's SDD records that UPSI was shared with your firm; your firm's SDD must independently record which of your team members received it. Non-compliance exposes the firm to SEBI enforcement action under Reg. 9A.
Part F
Quick Reference
Compliance Comparison Matrix
Key compliance requirements at a glance across entity types.
| Compliance Requirement | Listed Company | Intermediary | Fiduciary |
|---|---|---|---|
| Maintain own SDD | Yes | Yes | Yes |
| Code of Conduct (Schedule) | Schedule B | Schedule C | Schedule C |
| Designate Compliance Officer | Yes | Yes | Yes |
| Identify Designated Persons | Yes | Yes | Yes |
| Pre-clearance for DP trades | Yes | Yes | Yes |
| Trading Window closure | Yes | Optional (own discretion) | Optional (own discretion) |
| Contra-trade (6-month rule) | Yes | Yes | Yes |
| Annual DP disclosures | Yes | Yes | Yes |
| Report violations to SEBI | Yes | Yes | Yes |
| SDD Compliance Certificate to Exchange | Yes | No | No |
| Annual Secretarial Compliance Report | Yes | No | No |
| Record sharing with external parties | Yes | Record receipt from listed co. | Record receipt from listed co. |
| SDD preservation (min 8 years) | Yes | Yes | Yes |
| Board / CEO accountability (Reg. 9A) | Yes | Yes | Yes |
| Chinese Wall procedures | Best Practice | Mandatory (Sch. C) | Mandatory (Sch. C) |
| Restricted Securities List | Best Practice | Mandatory (Sch. C) | Mandatory (Sch. C) |
Part G
Key Compliance
Critical Reminders
Non-Tamperable
SDD entries cannot be modified or deleted once made. Corrections require a fresh entry with reference to the earlier one.
Internal Sharing
UPSI shared only within the company (between designated persons) also requires a SDD entry.
Preservation Period
SDD must be maintained for a minimum of 8 years after completion of the relevant transaction.
Not Outsourced
SDD must be maintained internally. Third-party vendor servers with their own access do not qualify.
Cloud Hosting Permitted
SDD can be hosted on Amazon/Google Cloud, but Board/Compliance Officer remains fully responsible.
Quarterly SDD Certificate
Non-compliant entities must submit a quarterly PCS-certified certificate to BSE/NSE until compliant. Non-compliance leads to flagging on exchange websites; suspended companies cannot obtain revocation until SDD compliance is confirmed (ICSI Advisory Apr 2025).
Fiduciaries Must Also Maintain SDD
CA firms, law firms, CS professionals, merchant bankers must maintain their own parallel SDD.
Annual Secretarial Report
SDD compliance forms part of the annual secretarial compliance report submitted to stock exchanges.
No Public Dissemination
The UPSI list or SDD does not need to be published on the company's website.
Connected Person — Expanded
Persons residing with or sharing a household with a connected person are now deemed connected persons (March 2025 amendment).
Trading Plan — Revamped
120-day cooling-off period; optional price limits (up to 20% range); no pre-clearance needed; deviations allowed only for permanent incapacity, bankruptcy, or price outside limit (SEBI FAQ Dec 2024, #16A–16H).
Nominee Directors
Sharing by nominee directors of Banks/FIs with their institution for a legitimate purpose is UPSI communication — must be recorded in the listed company's SDD (SEBI FAQ #11).
Resigned Designated Persons
Company must maintain updated address/contact for 1 year after resignation; data preserved for 5 years (SEBI FAQ #48).
Fines / Penalties Materiality
LODR 2024 Amendment: sectoral-regulator fines ≥ ₹1 lakh and other fines ≥ ₹10 lakh require 24-hour disclosure; below threshold = quarterly.
📌
LODR Alignment — June 2025
The UPSI definition is now aligned with material events under LODR Reg. 30. The Industry Standards on Reg. 30 issued by SEBI on February 25, 2025 provide materiality thresholds, including the 2:2:5 rule for Para B disclosures. Compliance Officers should review these thresholds to determine when an event crosses the UPSI threshold.
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