SEBI/HO/ISD/ISD -PoD -2/P/CIR/2025/55

guidelines · 1992 · State unknown

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Parent: THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 (7c4c1f5343adab106c3a94cafc08a5ecf5957ae7)

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CIRCULAR SEBI/HO/ISD/ISD -PoD -2/P/CIR/2025/55 To All Recognized Stock Exchanges All Depositories All Listed Companies Dear Sir/Madam, Sub: Trading Window closure period under Clause 4 of Schedule B read with Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ( " PIT Regulations") – Extension of automated implementation of trading window closure to Immediate Relatives of Designated Persons, on account of declaration of financial results . Clause 4 (1) of Schedule B read with Regulation 9 of PIT Regulations, interalia, states that "Designated persons may execute trades subject to compliance with these regulations. Towards this end, a notional trading window shall be used as an instrument of monitoring the trading by the designated persons. The trading window shall be closed when the compliance officer determines that a designated person or class of designated persons can reasonably be expected to have possession of UPSI. Such closure shall be imposed in relation to such securities to which such UPSI relates. Designated persons and their immediate relatives shall not trade in securities when the trading window is closed". One of the instances of closure of trading window is provided in clause 4 (2) of Schedule B read with regulation 9 of PIT Regulations, which inter alia states that "trading restriction period shall be made applicable from the end of every quarter till 48 hours after the declaration of financial results…...". . April 21, 2025 In order to ease the compliance with Clause 4 of Schedule B read with Regulation 9 of PIT Regulations and to prevent inadvertent non-compliances of provisions of PIT Regulations by designated persons ("DPs " ) , clause 3.4.2 of the Master Circular on Surveillance of Securities Ma

Rule TOC

1 · SEBI/HO/ISD/ISD -PoD -2/P/CIR/2024/126

2 · Circular was rescinded and superseded vide section 3.4.2 of Master Circular on Surveillance of Securities Market SEBI/HO/ISD/ISD -PoD -2/P/CIR/2024/126 dated September 23, 2024.

4 · 1. With respect to financial results, the listed company shall specify the 1 st day (T- day) immediately after the end of every quarter for which results are to be announced, as 'Trading Window Closure commencement date' and the date on which 48 hours ends post disclosure of financial results, as 'Trading Window Closure End date' in the portal/platform.

10 · In case of any addition/deletion/updation pertaining to the details of DP and their immediate relatives, the listed company has to follow the procedure specified in terms of SEBI Circular No. SEBI/HO/ISD/ISD/CIR/P/2020/168

3 · dated September 09, 2020 and shall be required to separately provide the details as mentioned at paras 3 and 4 above. Such instances shall be effected within 2 trading days of receipt of intimation from the listed company. For example, assuming the trading window closure period is July 01-15, 2025 and if the listed company adds any DP and their immediate relatives on July 8, 2025, then the change, i.e. freeze shall be effected on or before July 10, 2025.

11 · There shall be provision in the system to specify the details of DP and their immediate relatives to be exempted by listed company from Trading Window restriction in terms of Clause 4 (3) of Schedule B read with regulation 9 of PIT Regulations. In such cases, the restriction shall be removed within 2 trading days from the date of receipt of request from the listed company. As per the example given at para 10 above, if the listed company provides exemption to any DP and their immediate relatives on July 09, 2025, then the change i.e. defreeze shall be effected on or before July 11, 2025. The restriction shall be reintroduced automatically post lapse of the exemption period or completion of the transaction by the DP and their immediate relatives.

12 · The freezing/de-freezing of PAN at the security level on account of changes due to addition or deletion will be effected post market hours.

13 · Pay-in and pay-out obligations in respect of transactions, if any, taken place prior to freezing the PAN of immediate relatives of DP at the security level, may be permitted to be settled, squared off or closed out, as the case may be.

3 · Circular was rescinded and superseded vide section 3.4.2 of Master Circular on Surveillance of Securities Market SEBI/HO/ISD/ISD -PoD -2/P/CIR/2024/126 dated September 23, 2024.

14 · The formats and timelines for sharing of data shall be standardized, as agreed upon by the Depositories and Stock Exchanges. Further, operational guidelines for listed companies shall be issued by the Depositories.

15 · In case of any discrepancy, the issue shall be resolved by the Depositories, in coordination with Stock Exchanges and listed company.