Neha Verma
September 18, 2026

PREVENTION OF INSIDER TRADING

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This checklist is based on the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the applicable Schedule B/Schedule C framework. SEBI amendments, circulars, FAQs and stock-exchange implementation requirements can change operational details. Verify the latest consolidated regulations and circulars immediately before relying on any deadline, threshold, exception or filing requirement.

PREVENTION OF INSIDER TRADING
COMPLIANCE CHECKLIST + ANNUAL / EVENT-BASED TIMELINE | SEBI PIT REGULATIONS, 2015

Working paper for listed entities and other persons to whom the applicable SEBI PIT framework extends. Covers UPSI, designated persons, Code of Conduct, Code of Fair Disclosure, trading window, pre-clearance, contra trade, disclosures, SDD, training, monitoring and violation handling.

A. Governance & applicability checklist

Control	Detailed action	Owner
Applicability	Confirm listed entity / intermediary / fiduciary / other applicable status.	CS/Compliance
Compliance Officer	Appointment, authority, access, reporting line and contact details current.	Board
Code of Conduct	Board-approved code under applicable Schedule; review latest SEBI requirements.	Board/CS
Code of Fair Disclosure	Regulation 8 policy approved, published and current.	Board/CS
Designated Persons	Identify using role/function/access criteria prescribed by regulations and code.	Compliance
Immediate relatives	Maintain required information and include in monitoring framework.	Compliance
Policy publication	Current PIT policy/code and required disclosures hosted as prescribed.	CS
Training	Induction and periodic PIT training for DPs and relevant staff.	Compliance

B. UPSI identification matrix

UPSI category	Examples / trigger	Control
Financial results	Quarterly/annual results and non-public financial information.	Restricted access + trading-window closure.
Dividend	Proposed declaration/recommendation.	Need-to-know + disclosure controls.
Capital structure	Buy-back, issue, split, consolidation, bonus, rights etc.	Project restriction + SDD.
M&A / restructuring	Merger, demerger, acquisition, delisting, disposal, expansion.	Code name + restricted project.
KMP changes	Applicable non-public changes under current PIT wording.	Restricted access.
Ratings	Change in credit ratings, as covered by current PIT framework.	Restricted access.
Fund raising	Proposed fund raising.	Restricted access.
Control/management agreements	Material agreements affecting management/control, as covered.	Restricted access.
Fraud/default/arrest	Specified events covered by PIT Regulations.	Restricted access + disclosure coordination.
Debt restructuring / OTS	Specified restructuring/settlement matters.	Restricted access.
Forensic audit	Specified initiation/final findings.	Restricted access.
Other price-sensitive information	Any non-public information likely to materially affect price.	Compliance Officer assessment.

C. UPSI lifecycle checklist

Stage	Checklist	Evidence
Creation	Identify event; assign project code; identify owner.	UPSI/project register
Classification	Assess whether information is UPSI under current PIT definition.	UPSI assessment
Access	List people requiring access; use need-to-know principle.	Access list
Confidentiality	Confidentiality undertaking / contractual clause where appropriate.	NDA/undertaking
SDD entry	Record prescribed details of sharing in structured digital database.	SDD audit log
Monitoring	Track access, communications and changes in project team.	Access log
Disclosure	Prepare exchange/public disclosure where required.	Draft + filing acknowledgement
General availability	Record date/time information became generally available.	Exchange filing / public source
Post-event	Close project, review trades and retain records.	Closure memo

D. Designated Persons master checklist

☐ Identify promoters / promoter group persons where applicable.
☐ Identify directors and KMP.
☐ Identify employees/support functions based on role and functional access to UPSI.
☐ Include relevant material subsidiary / holding-company personnel where policy/regulation requires.
☐ Include professional advisers, intermediaries, fiduciaries and other persons covered by the applicable code.
☐ Capture PAN or prescribed identifier, contact details, department/function and DP status.
☐ Maintain immediate-relative details required under the framework.
☐ Update list immediately on joining, resignation, transfer, promotion, role change or change in access.
☐ Obtain acknowledgement of PIT Code and training.

E. Structured Digital Database (SDD) — exhaustive checklist

Control	Requirement / test
System ownership	Database maintained internally by the company/entity as prescribed.
UPSI description	Nature of UPSI shared recorded.
Recipient identity	Name of person/entity receiving UPSI recorded.
Identifier	PAN / other prescribed identifier captured where applicable.
Entity relationship	Organisation / capacity / relationship recorded where required.
Date/time	Sharing event timestamp retained.
Source / sharer	Person from whom UPSI was shared identified.
Audit trail	Changes/access to database appropriately logged.
Integrity	Controls prevent unauthorised alteration/deletion.
Retention	Records retained for period prescribed by PIT framework.
Periodic test	SDD completeness and integrity periodically reviewed.

F. Trading-window annual & event timeline

Timing	Activity	Detailed checklist
Before FY	Prepare annual PIT calendar.	Board/committee dates, result dates, AGMs, expected transactions and disclosure calendar.
Before each quarter-end	Review expected financial results process.	Identify UPSI creators/access list; prepare closure plan.
From end of every quarter	Trading window generally closed until 48 hours after declaration of financial results under Schedule B.	Notify DPs; block/monitor trades.
UPSI event	Close window if required by policy/regulations.	Record closure reason and effective time.
During closure	No prohibited trading by covered persons.	Monitor DP/immediate-relative trades.
After public disclosure	Wait applicable cooling period and reopen only after Compliance Officer confirms conditions.	Reopening notice.
Each pre-clearance	Review window, UPSI, contra trade and proposed transaction.	Approval/rejection record.
After approved trade	Obtain execution details / post-trade declaration within code timeline.	Contract note/report.
Quarterly	Review disclosures, trade monitoring, exceptions and SDD.	Quarterly compliance file.
Annually	Review code, DP mapping, training, SDD controls and Board reporting.	Annual compliance report.

G. Pre-clearance master checklist

Step	Check
1	DP is permitted to trade / window is open.
2	Applicable pre-clearance threshold checked.
3	Security and transaction type identified.
4	DP confirms not in possession of UPSI / trade not prohibited.
5	Contra-trade restriction checked.
6	Existing pending orders / previous trades reviewed.
7	Application complete with prescribed declaration.
8	Compliance Officer / authorised person approval recorded.
9	Trade executed within validity period under code.
10	Actual quantity/price/date reported as required.
11	Contract note retained.
12	Trade entered into monitoring database.

H. Contra-trade monitoring

☐ Maintain security-wise transaction history for every Designated Person.
☐ Apply the minimum six-month contra-trade restriction under Schedule B, subject to applicable exceptions and current code.
☐ Check both buy→sell and sell→buy sequences.
☐ Identify transactions across brokers/accounts where monitoring data permits.
☐ Document any authorised relaxation by the Compliance Officer.
☐ Where a prohibited trade occurs, calculate and process the consequence/disgorgement mechanism required by the code/regulations.
☐ Maintain evidence of review and closure.

I. Disclosure checklist

Disclosure	When / who	Action
Initial disclosure	Promoter/member of promoter group, director, KMP and other prescribed persons when applicable.	Collect prescribed details and file within applicable timeline.
Continual disclosure	Prescribed transaction threshold crossed by covered person.	Obtain disclosure and file with exchange as prescribed.
Company monitoring	Ongoing.	Track DP holdings/trades and reconcile disclosures.
Exchange filing	Where required.	File within prescribed period and retain acknowledgement.
Website/publication	Where required by current framework.	Update and archive.

J. Code of Fair Disclosure checklist

☐ Prompt public disclosure of UPSI that would materially affect price discovery, subject to applicable rules.
☐ Uniform and universal dissemination.
☐ Authorised spokesperson / disclosure officer identified.
☐ Prompt dissemination of credible material market rumours where required.
☐ Appropriate response to queries/news reports.
☐ No selective disclosure of UPSI.
☐ If UPSI is disclosed selectively/inadvertently, make prompt public disclosure as required.
☐ Maintain exchange filing and disclosure approval evidence.

K. Legitimate-purpose sharing checklist

Recipient	Control
Employee / internal team	Need-to-know + legitimate purpose + confidentiality + SDD.
Auditor / CA / CS / lawyer	Professional need + confidentiality + SDD.
Merchant banker / adviser	Transaction need + NDA + SDD + restricted project.
Lender / investor / transaction party	Legitimate purpose documented + confidentiality + SDD.
Group entity	Need-to-know and legitimate purpose verified + SDD.
Regulator / statutory authority	Legal/regulatory basis documented; preserve communication.

L. 30-day PIT implementation plan

Days	Objective	Deliverables
1–3	Governance	Applicability memo, Compliance Officer, current regulations/circulars, code inventory.
4–7	Policy	Code of Conduct, Code of Fair Disclosure, DP criteria and pre-clearance rules.
8–12	People	DP master + immediate-relative data + acknowledgements.
13–17	UPSI	UPSI classification matrix, restricted project workflow, legitimate-purpose checklist.
18–22	SDD	SDD configuration, access controls, audit trail and retention test.
23–26	Trading	Window calendar, broker/DP monitoring, pre-clearance and contra-trade test.
27–29	Training	Employee/DP training, declarations, FAQs and escalation matrix.
30	Closure	Compliance Officer sign-off, exception register and Board/committee reporting.

M. Periodic compliance calendar

Frequency	Activity	Evidence
Daily/event	UPSI identification, SDD, restricted list, access monitoring.	SDD/project register
Each window closure	Closure/reopening notices and trade monitoring.	Notice + system log
Each trade request	Pre-clearance / contra-trade / UPSI check.	Application + approval
Monthly	DP list and immediate-relative information review.	Master-data report
Quarterly	Financial result closure, disclosures, trade monitoring, exceptions.	Quarterly PIT file
Half-yearly	SDD integrity review and training/control review.	Review report
Annually	Policy/code review, DP mapping, training, Board report.	Annual compliance certificate/report
Event-based	M&A, fund raising, rating, KMP, fraud/default, restructuring, forensic audit etc.	Event PIT file

N. Violation / investigation response

☐ Immediately preserve emails, chats, access logs, trade records, SDD entries and disclosure records.
☐ Establish the relevant UPSI, creation time, sharing history and general-availability time.
☐ Determine insider/DP status and relationship to the company.
☐ Reconstruct all relevant trades and pre-clearance approvals.
☐ Check trading-window status and contra-trade history.
☐ Escalate to Compliance Officer / Board-authorised committee under policy.
☐ Assess applicable exchange/SEBI reporting and legal requirements.
☐ Calculate disgorgement/disciplinary consequence where applicable.
☐ Document findings, corrective actions and closure.
☐ Conduct root-cause review and update controls/training.

O. Documents & records master index

☐ Board-approved Code of Conduct
☐ Code of Fair Disclosure
☐ PIT policy
☐ Compliance Officer appointment
☐ Designated Person master
☐ Immediate-relative data
☐ Annual trading-window calendar
☐ Closure/reopening notices
☐ UPSI/project register
☐ Restricted list
☐ SDD records/audit logs
☐ Pre-clearance applications
☐ Approvals/rejections
☐ Post-trade declarations
☐ Contract notes
☐ Initial disclosures
☐ Continual disclosures
☐ Exchange acknowledgements
☐ Training records
☐ Confidentiality undertakings
☐ Exception register
☐ Violation investigation file
☐ Board/committee reports

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