Short title and commencement.

1 · [Explanation – For the purpose of this regulation, "financially literate" shall mean a person who has the ability to read and understand basic financial statements i.e. balance sheet, profit and loss account, and statement of cash flows];

2 · [(i) any person who is or has been, during the six months prior to the concerned act, associated with a company, in any capacity, directly or indirectly, including

1 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

2 · Substituted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 (w.e.f. December 06, 2024). Prior to substitution, sub-regulation (i) read as follows: -

3 · Substituted for "an immediate" by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 (w.e.f. December 06, 2024).

6 · [(k). a firm or its partner or its employee in which a connected person specified in sub-clause (i) of clause (d) is also a partner; or

4 · The word "immediate" omitted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 (w.e.f. December 06, 2024).

5 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 (w.e.f. December 06, 2024).

6 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 (w.e.f. December 06, 2024).

7 · Substituted for "Immediate relatives" by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 (w.e.f. December 06, 2024).

8 · The word "not" omitted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 (w.e.f. December 06, 2024).

9 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 (w.e.f. December 06, 2024).

13 · [***]

14 · [NOTE: Since "generally available information" is defined, it is intended that anyone in possession of or having access to unpublished price sensitive information should be

10 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2024 w.e.f 18.05.2024.

11 · Inserted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2024 w.e.f 18.05.2024.

12 · The word "is" omitted by the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2024 w.e.f 18.05.2024.

13 · Omitted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 (w.e.f. December 06, 2024) which prior to its omission, read as follows:

16 · [(ha) "promoter group" shall have the meaning assigned to it under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 or any modification thereof;]

17 · [( 18 [hb]) "proposed to be listed" shall include securities of an unlisted company:

14 · Substituted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 (w.e.f. December 06, 2024). Prior to substitution, it read as follows: -

15 · Substituted for the number "2009" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

16 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2019 (w.e.f. January 21, 2019)

19 · [(hc) "relative" shall mean the following:

17 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

18 · Re-numbered by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2019 (w.e.f. January 21, 2019)

19 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2024 (w.e.f. December 06, 2024).

20 · Omitted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2022 (w.e.f. November 1, 2024)

21 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2022 (w.e.f. November 1, 2024) 22 Ibid.

25 · [(vi) change in rating(s), other than ESG rating(s);

23 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2025 (w.e.f. June 10, 2025).

24 · Substituted for "; and" by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2025 (w.e.f. June 10, 2025).

25 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2025 (w.e.f. June 10, 2025).

26 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019) which earlier read as follows:

27 · [(2A) The board of directors of a listed company shall make a policy for determination of "legitimate purposes" as a part of "Codes of Fair Disclosure and Conduct" formulated under regulation 8.

28 · [(2B) Any person in receipt of unpublished price sensitive information pursuant to a "legitimate purpose" shall be considered an "insider" for purposes of these regulations and due notice shall be given to such persons to maintain confidentiality of such unpublished price sensitive information in compliance with these regulations.]

27 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019).

28 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

29 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

30 · Substituted for the words "the proposed transaction" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019).

31 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

32 · Substituted for the words "that the proposed transaction" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

33 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

35 · [(5) The board of directors or head(s) of the organisation of every person required to handle unpublished price sensitive information shall ensure that a structured digital database is maintained containing the nature of unpublished price sensitive information and the names of such persons who have shared the information and also the names of such persons with whom information is shared under this regulation along with the Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available. Such database shall not be outsourced and shall be maintained internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database.]

36 · [Provided that entry of information, not emanating from within the organisation, in structured

34 · Substituted for the words "if it" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

35 · Substituted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2020 (w.e.f. July 17, 2020). Prior to the substitution, sub-regulation 5 read as follows: -

36 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2025 (w.e.f. June 10, 2025).

37 · [(6) The board of directors or head(s) of the organisation of every person required to handle unpublished price sensitive information shall ensure that the structured digital database is preserved for a period of not less than eight years after completion of the relevant transactions and in the event of receipt of any information from the Board regarding any investigation or enforcement proceedings, the relevant information in the structured digital database shall be preserved till the completion of such proceedings.]

38 · [Explanation –When a person who has traded in securities has been in possession of unpublished price sensitive information, his trades would be presumed to have been motivated by the knowledge and awareness of such information in his possession.]

40 · [Provided that such unpublished price sensitive information was not obtained under sub-regulation (3) of regulation 3 of these regulations.

37 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2020 (w.e.f. July 17, 2020).

38 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

39 · Substituted for the word "promoters" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

41 · [(ii) the transaction was carried out through the block deal window mechanism between persons who were in possession of the unpublished price sensitive information without being in breach of regulation 3 and both parties had made a conscious and informed trade decision;

40 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

41 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

5 · (1) An insider shall be entitled to formulate a trading plan and present it to the compliance officer for approval and public disclosure pursuant to which trades may be carried out on his behalf in accordance with such plan.

42 · Substituted for the words "six months" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

43 · Substituted for the words "six months" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

44 · Substituted for the words "Such a" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

45 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024). Prior to omission, clause (ii) read as under:

46 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024). Prior to omission, clause (iii) read as under: "entail trading for a period of not less than twelve months;

47 · Substituted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024). Prior to substitution clause (v), read as under:

48 · Substituted for the word "intervals" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

49 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

50 · [Provided that pre-clearance of trades shall not be required for a trade executed as per an approved trading plan.

50 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019).

51 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024). Prior to amendment, it read as follows: "and restrictions on contra trade".

55 · [Provided further that if the insider has set a price limit for a trade under sub-clause (iv) of clause (v) of sub-regulation 2, the insider shall execute the trade only if the execution price of the security is within such limit. If price of the security is outside the price limit set by the insider, the trade shall not be executed.

52 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024). Prior to amendment, it read as "deviate from it or to".

53 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

54 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024). Prior to amendment, it read as under:

55 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

56 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

57 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

58 · Substituted for the words "six months" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

59 · Substituted for the words "commencement of execution of the trading plan ought to be deferred" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

60 · [The second proviso is intended to address the scenario where the insider has set a price limit for a trade and due to adverse fluctuation in market prices, the price of the security is outside the price limit set by the insider, the trade shall not be executed. However, if the insider wishes to trade irrespective of the fluctuation in market price, he may not set any price limit at the time of formulation of the trading plan.]

61 · [The compliance officer shall approve or reject the trading plan within two trading days of receipt of the trading plan and notify the approved plan to the stock exchanges on which the securities are listed, on the day of approval.]

5A · (1) The provisions of this Chapter shall apply only in relation to the units of a mutual fund.

5B · (1) For the purpose of this Chapter,

60 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024).

61 · Substituted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024 (w.e.f. September 24, 2024). Prior to substitution, sub-regulation 5 read as:

62 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2022 (w.e.f. November 1, 2024).

5C · (1) No insider shall communicate, provide, or allow access to any unpublished price sensitive information to any person including other insiders except where such communication is in furtherance of legitimate purposes, performance of duties or discharge of legal obligations.

5D · (1) No insider shall trade in the units of a scheme of a mutual fund, when in possession of unpublished price sensitive information, which may have a material impact on the net asset value of a scheme or may have a material impact on the interest of the unit holders of the scheme:

5E · (1) An asset management company shall, on such date as may be specified by the Board and on a quarterly basis thereafter, disclose the details of holdings in the units of its mutual fund schemes, on an aggregated basis, held by the Designated Persons of asset management company, trustees and their immediate relatives on the platform of Stock Exchanges or in any other manner as may be specified by the Board.

5F · (1) The board of directors of every asset management company shall ensure that the chief executive officer or managing director shall formulate a code of conduct with their approval to regulate, monitor and report dealings in mutual fund units by the Designated Persons and immediate relatives of the Designated Persons towards achieving compliance with these regulations and , adopting the minimum standards set out in Schedule B1 to these regulations, without diluting the provisions of these regulations in any manner.

5G · (1)The board of directors of the asset management company and trustees shall in consultation with the compliance officer specify the Designated Persons to be covered by the code of conduct on the basis of their role and function in the organisation and the access that such role and function would provide to unpublished price sensitive information in addition to seniority and professional designation and shall include:

5H · (1) The Chief Executive Officer / Managing Director of an asset management company with the approval of the trustee or such other analogous person of an intermediary or fiduciary, shall put in place adequate and effective system of internal controls to ensure compliance with the requirements given in these regulations to prevent insider trading. These internal controls shall include the following:

6 · (1) Every public disclosure under this Chapter shall be made in such form as may be specified.

63 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2021 (w.e.f. April 26, 2021). Prior to omission, clause (a) read as under:

67 · [(c) The above disclosures shall be made in such form and such manner as may be specified by the Board from time to time.]

65 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2019 (w.e.f. January 21, 2019)

66 · Substituted for the word "employee" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

67 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2020 (w.e.f. July 17, 2020)

68 · [CHAPTER – IIIA

7A · (1) In this Chapter, unless the context otherwise requires:-

15G · of the Act;

3 · of these regulations;

4 · of these regulations;

68 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2019 (w.e.f. December 26, 2019)

70 · [iv(a) regulations 5A to 5G of these regulations; and]

9 · or regulation 9A of these regulations, in so far as they pertain to trading or communication of unpublished price sensitive information.

69 · Omitted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2022 (w.e.f. November 1, 2024)

70 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2022 (w.e.f. November 1, 2024)

71 · [Explanation. – Information shall be considered timely, only if as on the date of receipt of the duly completed Voluntary Information Disclosure Form by the Board, a period of not more than three years has elapsed since the date on which the first alleged trade constituting violation of insider trading laws was executed];

71 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2020 (w.e.f. October 29, 2020).

7B · (1) An Informant shall submit Original Information by furnishing the Voluntary Information Disclosure Form to the Office of Informant Protection of the Board in the format and manner set out in Schedule D. The Voluntary Information Disclosure Form may be submitted through informant's legal representative:

7C · (1) The Board may designate a division to function as the independent Office of Informant Protection.

7D · (1) 72 [The] Board may at its sole discretion, declare an Informant eligible for Reward and intimate the Informant or his or her legal representative to file an application in the format provided in Schedule-E for claiming such Reward:

75 · [***]

72 · Substituted for the words "Upon collection or substantial recovery of the monetary sanctions amounting to at least twice the Reward, the" by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2021 (w.e.f. August 05, 2021)

73 · Omitted the words "collected or recovered" by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2021 (w.e.f. August 05, 2021)

74 · Substituted for the words "one crore" by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2021 (w.e.f. August 05, 2021)

75 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2021 (w.e.f. August 05, 2021). Prior to omission, second proviso read as under:

76 · [(1A) If the total reward payable is less than or equal to Rupees One Crore, the Board may grant the said reward upon the issuance of the final order by the Board:

77 · [Any reward, whether interim or otherwise] under these regulations shall be paid from the Investor Protection and Education Fund.

78 · [NOTE: An illustrative table of the reward payable under this provision is stated below:

76 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) (Second Amendment) Regulations, 2021 (w.e.f. August 05, 2021)

77 · Substituted for the words "The reward" by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2021 (w.e.f. August 05, 2021)

78 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2021 (w.e.f. August 05, 2021)

7E · (1) The amount of the Reward, if payable, shall be determined by the Board.

7F · (1) Informants who are considered tentatively eligible for a Reward, shall submit the Informant Reward Claim Form set out in Schedule E to the Board within the period specified in the intimation sent by the Board.

7G · No Reward shall be made to an Informant:-

7H · (1) Any information including Original Information may, at the discretion of the Board, be made available:

7I · (1) Every person required to have a Code of Conduct under these regulations shall ensure that such a Code of Conduct provides for suitable protection against any discharge, termination, demotion, suspension, threats, harassment, directly or indirectly or discrimination against any employee who files a Voluntary Information Disclosure Form, irrespective of whether the information is considered or rejected by the Board or he or she is eligible for a Reward under these regulations, by reason of:

7J · (1) Any term in an agreement (oral or written) or Code of Conduct, is void in so far as it purports to preclude any person, other than an advocate, from submitting to the Board information relating to the violation of the securities laws that has occurred, is occurring or has a reasonable belief that it would occur.

7K · (1) Nothing in these regulations shall be deemed to provide any amnesty or immunity to an Informant for violation of securities law.

7L · (1) The Informant Incentive Committee shall be assisted by the Office of Informant Protection.

7M · (1) The Board shall upload on its website the following,-

9 · (1) The board of directors of every listed company and 79 [the board of directors or head(s) of the organisation of every intermediary shall ensure that the chief executive officer or managing director] shall formulate a code of conduct 80 [with their approval] to regulate, monitor and report trading by its 81 [designated persons and immediate relatives of designated persons] towards achieving compliance with these regulations, adopting the minimum standards set out in Schedule B 82 [(in case of a listed company) and Schedule C (in case of an intermediary)] to these regulations, without diluting the provisions of these regulations in any manner.

79 · Substituted for the words "market intermediary" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

80 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

81 · Substituted for the words "employees and other connected persons" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

82 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

83 · [Explanation – For the avoidance of doubt it is clarified that intermediaries, which are listed, would be required to formulate a code of conduct to regulate, monitor and report trading by their designated persons, by adopting the minimum standards set out in Schedule B with respect to trading in their own securities and in Schedule C with respect to trading in other securities.]

83 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

84 · Substituted for the words "market intermediary" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

85 · Substituted for the words "its employees" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

86 · Substituted for the word "schedule" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

87 · Substituted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019). Prior to substitution Sub-regulation (2) read as under:

90 · [(4) For the purpose of sub regulation (1) and (2), the board of directors or such other analogous authority shall in consultation with the compliance officer specify the designated persons to be covered by the code of conduct on the basis of their role and function in the organisation and the access that such role and function would provide to unpublished price sensitive information in addition to seniority and professional designation and shall include:-

88 · Substituted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019). Prior to substitution the Note read as under:

89 · Substituted for the words "market intermediary" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

90 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

91 · [Institutional Mechanism for Prevention of Insider trading.

9A · (1) The Chief Executive Officer, Managing Director or such other analogous person of a listed company, intermediary or fiduciary shall put in place adequate and effective system of internal controls to ensure compliance with the requirements given in these regulations to prevent insider trading.

91 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

92 · Substituted for the word "employee" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 (w.e.f. July 25, 2019)

10 · Any contravention of these regulations shall be dealt with by the Board in accordance with the Act.

93 · [11. (1) In order to remove any difficulties in the interpretation or application of the provisions of these regulations, the Board shall have the power to issue directions through guidance notes or circulars:

94 · [(2) For the purpose of Chapter IIIA, the Board may,-

93 · Renumbered as 11 (1) by Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2019 (w.e.f. December 26, 2019)

12 · (1) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 are hereby repealed.

94 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2019 (w.e.f. December 26, 2019)

101 · [Designated Persons and immediate relatives of designated persons] in the organisation shall be governed by an internal code of conduct governing dealing in securities. 102 [***]

95 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019) which earlier read as "and sub-regulation (2)".

96 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

97 · Substituted for the word "Insiders" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

98 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

99 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019) which earlier read as "the insider's".

100 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019) which earlier read as "his".

101 · Substituted for the words "Employees and connected persons designated on the basis of their functional role ("designated persons")" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

102 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019) which earlier read as below:

103 · [4. (1) 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 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 unpublished price sensitive information. Such closure shall be imposed in relation to such securities to which such unpublished price sensitive information relates. Designated persons and their immediate relatives shall not trade in securities when the trading window is closed.

104 · [Provided that, for unpublished price sensitive information not emanating from within the Listed Company, trading window may not be closed.]

107 · [(3) The trading window restrictions mentioned in sub-clause (1) shall not apply in respect of –

103 · First paragraph numbered as sub-clause (1) and second and third paragraph combined and numbered as subclause (2) by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 (w.e.f. July 25, 2019)

104 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2025 (w.e.f. June 10, 2025).

105 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

106 · Substituted for the word "can" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 (w.e.f. July 25, 2019)

107 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 (w.e.f. July 25, 2019)

111 · [***]

108 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2020 (w.e.f. July 17, 2020).

109 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019) which earlier read as below:

2018 · (w.e.f. April 01, 2019) which earlier read as below:

111 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019) which earlier read as below:

9 · The code of conduct shall specify any reasonable timeframe, which in any event shall not be more than seven trading days, within which trades that have been pre-cleared have to be executed by the designated person, failing which fresh pre-clearance would be needed for the trades to be executed.

10 · The code of conduct shall specify the period, which in any event shall not be less than six months, within which a designated person who is permitted to trade shall not execute a contra trade. The compliance officer may be empowered to grant relaxation from strict application of such restriction for reasons to be recorded in writing provided that such relaxation does not violate these regulations. Should a contra trade be executed, inadvertently or otherwise, in violation of such a restriction, the profits from such trade shall be liable to be disgorged for remittance to the Board for credit to the Investor Protection and Education Fund administered by the Board under the Act.

112 · [Provided that this shall not be applicable for trades pursuant to exercise of stock options.]

11 · The code of conduct shall stipulate such formats as the board of directors deems necessary for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance 113 [***] and for reporting level of holdings in securities at such intervals as may be determined as being necessary to monitor compliance with these regulations.

12 · 114 [Without prejudice to the power of the Board under the Act, the code of conduct shall stipulate the sanctions and disciplinary actions, including wage freeze, suspension, recovery, etc., that may be imposed, by the listed company required to formulate a code of conduct under sub-

112 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

113 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019) which earlier read as "recording of reasons for such decisions".

114 · Substituted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2020 (w.e.f. July 17, 2020). Prior to the substitution, clause 12 read as follows: -

13 · The code of conduct shall specify that in case it is observed by the 115 [listed company] required to formulate a code of conduct under sub-regulation (1) 116 [***]of regulation 9, that there has been a violation of these regulations, 117 [it] shall 118 [promptly inform the stock exchange(s) where the concerned securities are traded, in such form and such manner as may be specified by the Board from time to time].

119 · [14. Designated persons shall be required to disclose names and Permanent Account Number or any other identifier authorized by law of the following persons to the company on an annual basis and as and when the information changes:

115 · Substituted for the word "persons" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

116 · Omitted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019) which earlier read as "and sub-regulation (2)"

117 · Substituted for the word "they" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

118 · Substituted for the words "inform the Board promptly" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2020 (w.e.f. July 17, 2020).

119 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

122 · [15. Listed entities shall have a process for how and when people are brought 'inside' on sensitive transactions. Individuals should be made aware of the duties and responsibilities attached to the receipt of Inside Information, and the liability that attaches to misuse or unwarranted use of such information.]

1 · The compliance officer shall report to the board of directors of asset management company and provide reports to the Chairman of the Audit Committee of the asset management company and to the trustees, at such frequency as may be stipulated by the board of directors, but in any case not less than once in a year.

2 · The information shall be handled within the organisation on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of legitimate purpose, performance of duties or discharge of legal obligations. The code of conduct shall contain norms for appropriate Chinese Walls procedures and processes for permitting any designated person to "cross the wall".

120 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 (w.e.f. July 25, 2019)

121 · Substituted for the words "of such payer's annual income" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 (w.e.f. July 25, 2019)

122 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

123 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2022 (w.e.f. November 1, 2024)

10 · The code of conduct shall also stipulate such formats as the board of directors deem necessary for making applications for reporting of trades executed and for reporting level of holdings in units of mutual funds at such intervals as may be determined as being necessary to monitor compliance with these regulations.

11 · The code of conduct shall stipulate the internal sanctions and disciplinary actions, including wage freeze, suspension, recovery, etc., that may be imposed by the asset management company for the contravention of the code of conduct. Any amount collected under this clause shall be disgorged by the asset management company and credited under intimation to the Board, to the Investor Protection and Education Fund established by the Board under the Act.

12 · The code of conduct shall specify that in case it is observed by the asset management company that there has been a violation of these regulations, it shall promptly inform to the stock exchange(s), in such form and such manner as may be specified by the Board from time to time.

13 · Designated Persons shall be required to disclose names and Permanent Account Number or any other identifier authorized by law of the following persons to the mutual fund on an annual basis and as and when the information changes:

14 · Mutual funds shall have a process that would determine how an individual is brought 'inside' to access sensitive transactions and shall be made aware of the duties and responsibilities attached to the receipt of such Inside Information and the liability that is attached to the misuse or unwarranted use of such information.]

124 · [SCHEDULE C

1 · The compliance officer shall report to the board of directors or head(s) of the organisation (or committee constituted in this regard) and in particular, shall provide reports to the Chairman of the Audit Committee or other analogous body, if any, or to the Chairman of the board of directors or head(s) of the organisation at such frequency as may be stipulated by the board of directors or head(s) of the organization but not less than once in a year.

2 · All information shall be handled within the organisation on a need-to-know basis and no unpublished price sensitive information shall be communicated to any person except in furtherance of legitimate purposes, performance of duties or discharge of legal obligations. The code of conduct shall contain norms for appropriate Chinese Wall procedures, and processes for permitting any designated person to "cross the wall".

3 · Designated persons and immediate relatives of designated persons in the organisation shall be governed by an internal code of conduct governing dealing in securities.

124 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (w.e.f. April 01, 2019)

4 · Designated persons may execute trades subject to compliance with these regulations. Trading by designated persons shall be subject to pre- clearance by the compliance officer(s), if the value of the proposed trades is above such thresholds as the board of directors or head(s) of the organisation may stipulate.

5 · The compliance officer shall confidentially maintain a list of such securities as a "restricted list" which shall be used as the basis for approving or rejecting applications for pre-clearance of trades.

6 · Prior to approving any trades, the compliance officer shall seek declarations to the effect that the applicant for pre-clearance is not in possession of any unpublished price sensitive information. He shall also have regard to whether any such declaration is reasonably capable of being rendered inaccurate.

7 · The code of conduct shall specify any reasonable timeframe, which in any event shall not be more than seven trading days, within which trades that have been pre-cleared have to be executed by the designated person, failing which fresh pre-clearance would be needed for the trades to be executed.

8 · The code of conduct shall specify the period, which in any event shall not be less than six months, within which a designated person who is a connected person of the listed company and is permitted to trade in the securities of such listed company, shall not execute a contra trade. 125 [In case of dealing in the units of mutual funds, the code of conduct shall specify the period, which in any event shall not be less than two months, within which a Designated Person who is a connected person of the mutual fund/asset management company/trustees and is permitted to trade in the units of such mutual fund, shall not execute a contra trade.] The compliance officer may be empowered to grant relaxation from strict application of such restriction for reasons to be recorded in writing provided that such relaxation does not violate

125 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2022 (w.e.f. November 1, 2024)

9 · The code of conduct shall stipulate such formats as the board of directors or head(s) of the organisation (or committee constituted in this regard) deems necessary for making applications for pre-clearance, reporting of trades executed, reporting of decisions not to trade after securing pre-clearance, and for reporting level of holdings in securities at such intervals as may be determined as being necessary to monitor compliance with these regulations.

10 · 126 [Without prejudice to the power of the Board under the Act, the code of conduct shall stipulate the sanctions and disciplinary actions, including wage freeze, suspension, recovery, etc., that may be imposed, by the intermediary or fiduciary required to formulate a code of conduct under sub-regulation (1) and sub-regulation (2) of regulation 9, for the contravention of the code of conduct. Any amount collected under this clause shall be remitted to the Board for credit to the Investor Protection and Education Fund administered by the Board under the Act.]

11 · The code of conduct shall specify that in case it is observed by the intermediary or fiduciary required to formulate a code of conduct under sub-regulation (1) or sub-regulation (2) of regulation 9, respectively, that there has been a violation of these regulations, such intermediary or fiduciary shall 127 [promptly inform the stock exchange(s) where the concerned securities are traded, in such form and such manner as may be specified by the Board from time to time].

126 · Substituted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2020 (w.e.f. July 17, 2020). Prior to the substitution, clause 10 read as follows: -

127 · Substituted for the words "inform the Board promptly" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2020 (w.e.f. July 17, 2020).

128 · [11A. In case of dealing in the units of mutual funds, the code of conduct shall specify that in case it is observed by the intermediary or fiduciary required to formulate a code of conduct under sub-regulation (2) of regulation 5F, that there has been a violation of these regulations, such intermediary or fiduciary shall promptly inform the same to the stock exchange(s) in such form and such manner as may be specified by the Board from time to time.]

12 · All designated persons shall be required to disclose name and Permanent Account Number or any other identifier authorized by law of the following to the intermediary or fiduciary on an annual basis and as and when the information changes:

13 · Intermediaries and fiduciaries shall have a process for how and when people are brought 'inside' on sensitive transactions. Individuals should be made aware of the duties and responsibilities attached to the receipt of Inside Information, and the liability that attaches to misuse or unwarranted use of such information.]

128 · Inserted by the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2022 (w.e.f. November 1, 2024)

129 · Substituted for the word "educations" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 (w.e.f. July 25, 2019)

130 · Substituted for the word "studied" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 (w.e.f. July 25, 2019)

131 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 (w.e.f. July 25, 2019)

132 · Substituted for the words "of such payer's annual income" by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2019 (w.e.f. July 25, 2019)

133 · [SCHEDULE D

133 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Third Amendment) Regulations, 2019 (w.e.f. December 26, 2019)

134 · Substituted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2020 (w.e.f. October 29, 2020). Prior to the amendment it read as "securities laws".

136 · [Please describe in detail how the information submitted by you constitutes a violation of insider trading laws. The details must include specific information with respect to:

135 · Substituted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2020 (w.e.f. October 29, 2020). Prior to the amendment it read as "securities laws".

136 · Substituted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2020 (w.e.f. October 29, 2020). Prior to the amendment it read as "Please describe in detail why you think the information submitted is a violation?".

137 · Inserted by Securities and Exchange Board of India (Prohibition of Insider Trading) (Second Amendment) Regulations, 2020 (w.e.f. October 29, 2020).

138 · [SCHEDULE E