Key Takeaways 

1.Regulation 2 (1) (n) – More Types of Sensitive Information (UPSI): 

SEBI has added new categories of “Unpublished Price Sensitive Information” (UPSI) that companies must disclose properly. 

Information relating to the following:  

(i) financial results; 

(ii) dividends; 

(iii) change in capital structure; 

(iv) mergers, de-mergers, acquisitions, delistings, disposals and expansion of business, award or termination of order/contracts not in the normal course of business and such other transactions;  

(v) changes in key managerial personnel. 

(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. 

2. Regulation 3 (5) – Faster Data Entry for External Information: If a company receives sensitive information from outside sources (e.g., regulators, auditors, or whistleblowers), it must record it in a Structured Digital Database (SDD) within 2 days. This ensures transparency and prevents selective leaks. 

3. Schedule B, in clause 4 after sub-clause (1) – Relaxation on Trading Restrictions: Usually, when a company has UPSI, insiders cannot trade its shares until the information is made public. Now, if the UPSI comes from outside the company, SEBI says the trading window may remain open (meaning trading may still be allowed). 

4. Regulation 2(1)(n): The provisions in Regulation 2(1)(n) have been revised, with Sub-clause (iv) now encompassing information regarding the awards or terminations of orders/contracts outside the normal course of business. Sub-clause (v) has been amended to specify that changes in Key Managerial Personnel (KMP) will only be classified as UPSI if they are not due to superannuation, the completion of a term, or the resignation of a Statutory Auditor or Secretarial Auditor.