NSE Circular on Structured Digital Database (SDD): UPSI Compliance Framework Under SEBI (Prohibition of Insider Trading) Regulations, 2015

The National Stock Exchange of India Limited has issued Circular Ref. No. NSE/CML/2026/19 dated August 07, 2026, directing all listed entities to reinforce their internal mechanisms for identifying, managing, and safeguarding Unpublished Price Sensitive Information (UPSI) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (hereinafter referred to as "PIT Regulations"), as amended from time to time.

This circular places renewed emphasis on the maintenance of a robust Structured Digital Database (SDD), periodic compliance training, and meaningful implementation of the Code of Conduct under the PIT Regulations.

Background and Regulatory Context

The SEBI (Prohibition of Insider Trading) Regulations, 2015 lay down a comprehensive framework governing how listed entities must deal with price-sensitive information that has not yet entered the public domain. These regulations are periodically supplemented by SEBI circulars, stock exchange directives, and Frequently Asked Questions (FAQs) issued by SEBI to clarify practical compliance aspects.

NSE, in its capacity as a recognised stock exchange, has observed certain compliance gaps in the manner in which listed companies handle UPSI. In light of these observations, the exchange has considered it necessary to issue formal guidance outlining suggested best practices for all listed entities to achieve full and meaningful compliance with the PIT Regulations.

Important Note: The NSE Circular Ref. No. NSE/CML/2026/19 does not substitute or override the SEBI (Prohibition of Insider Trading) Regulations, 2015. It is to be read alongside and in harmony with the applicable provisions of the PIT Regulations and other regulatory requirements.

Key Directives Under NSE Circular Ref. No. NSE/CML/2026/19

The circular identifies five core areas of compliance that all listed entities are required to address diligently.

1. Maintenance of a Structured Digital Database (SDD)

Listed entities are required to maintain a Structured Digital Database that captures the following details:

  • The nature of the UPSI being shared or received
  • The names and PANs (or any other identifier authorised by law) of persons who have shared the UPSI
  • The names and PANs of individuals with whom such information has been shared
  • Where UPSI is shared with a listed company, intermediary, or fiduciary, the names and identifiers of the specific individuals handling that information within such entities must also be recorded

The SDD serves as the primary documentary trail for regulators to assess whether UPSI was handled in a controlled and accountable manner. Failure to maintain an accurate and up-to-date SDD can expose listed entities to serious regulatory consequences.

2. Periodic Review of Internal Policies to Prevent UPSI Leakage

Listed companies must proactively design, implement, and regularly revisit their internal policies aimed at preventing the unauthorised disclosure or leakage of UPSI. These internal controls must remain aligned with the evolving statutory framework under the PIT Regulations.