UPSI (Unpublished Price Sensitive Information)
UPSI, or Unpublished Price Sensitive Information, was information relating to a listed company or its securities that was not generally available to the public and which, if published, was reasonably expected to materially affect the price of the company's securities.
UPSI was the foundational concept in SEBI's insider trading regulatory architecture. The SEBI (Prohibition of Insider Trading) Regulations, 2015 provided an inclusive (non-exhaustive) definition of UPSI, specifying several categories of information that were ordinarily considered price sensitive: financial results (quarterly and annual), dividends, changes in capital structure, mergers, demergers, acquisitions, disposals, delistings, scheme of arrangements, new business verticals, and loss of key contracts or licences. The list was illustrative — any information not generally available that could move the stock price materially qualified as UPSI, regardless of whether it appeared on the defined list.
The 'generally available' test was the dividing line between public and non-public information. Under the PIT Regulations, information was 'generally available' once it was accessible to the public on a non-discriminatory basis — for instance, once a company filed the relevant disclosure on BSE's or NSE's exchange platforms (XBRL submission, outcome of board meeting, press release). A social media post or management comment at a private investor meeting did not constitute 'generally available' dissemination; only exchange-filed disclosures and equivalent public filings met the standard.
The concept of 'connected persons' was directly tied to UPSI. A connected person was defined broadly under the PIT Regulations as any person associated with a company who was reasonably expected to have access to UPSI — which included not only directors and key managerial personnel but also their immediate relatives, business partners, investment bankers, legal counsels, auditors, and even domestic employees who might overhear conversations. The regulations placed the burden of demonstrating that they did not possess UPSI on connected persons who traded.
Management of UPSI flow within organisations required dedicated processes. Listed companies were required to maintain a 'need-to-know' sharing principle: UPSI was to be shared only with those who needed it for legitimate business purposes, and each sharing event was to be recorded in the company's Structured Digital Database with date, name of persons involved, and nature of information shared. This created an audit trail enabling SEBI investigators to trace how information moved from its origination point to any subsequent trading.
The practical implication for investors was that receiving a market 'tip' from any professional connected to a listed company — a banker, an auditor, a company employee, or even a supplier — created potential liability if they traded on it. The 'tippee' provision of the PIT Regulations held that a person who received and knowingly acted on UPSI was equally prohibited from trading, even if they were not an employee or officer of the company.