SEBI insider-trading disclosures explained: PIT and SAST filings in India

Two regimes, not one

Most countries have a single insider-disclosure rulebook. India has two, and confusing them is the most common mistake outside readers make.

The SEBI (Prohibition of Insider Trading) Regulations, 2015, universally called the PIT Regulations, govern people who sit inside the company: promoters, directors, and designated persons with access to unpublished price sensitive information (UPSI). This is the closest analogue to a US Form 4 or an EU MAR Article 19 filing.

The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, known as SAST or the Takeover Code, govern anyone (insider or not) who builds a large stake in a listed company. SAST is about control and market transparency, not about privileged information. A private equity fund that has never met the board still files under SAST once its holding is big enough.

The same acquirer can trip both. A promoter who buys aggressively files PIT disclosures as an insider and SAST disclosures as a substantial shareholder. The two filings answer different questions, so a complete picture of a large Indian shareholder often requires reading both feeds.

PIT: who must disclose, and when

PIT Regulation 7 splits into two duties.

Regulation 7(1), initial disclosures. On appointment as a key managerial person or director, or on becoming a promoter, the person makes a one-time disclosure of their holding within seven days.

Regulation 7(2), continual disclosures. This is the one that produces the ongoing trade feed. Every promoter, member of the promoter group, designated person and director must disclose to the company the number of securities acquired or disposed of, once the value of securities traded (in one transaction or a series over any calendar quarter) aggregates to a traded value in excess of Rs 10 lakh (INR 1,000,000), or such other value as SEBI may specify.

The population is broader than a US officer-and-director rule. "Designated persons" is a company-defined list that reaches well beyond the boardroom into anyone the compliance officer decides can access UPSI, so PIT feeds surface senior managers and support functions that would never appear in a Form 4.

The two-trading-day clock, twice

The clock runs in two stages. First, the insider discloses to the company within two trading days of the transaction crossing the threshold. Second, the company reports those particulars to the stock exchange on which the securities are listed within two trading days of receiving the disclosure.

So the public record can lag execution by up to four trading days, longer than the US Form 4 (two business days) but comparable to Australia's ASX five-business-day window. SEBI has since automated much of this through system-driven disclosures, where depositories and exchanges generate the entries, which has tightened timeliness in practice.

SAST: the stake-building thresholds

SAST Regulation 29 has two disclosure triggers:

• Regulation 29(1): an acquirer whose holding of shares or voting rights, together with persons acting in concert, reaches 5 percent or more must disclose the aggregate holding to the company and to the stock exchanges within two working days.
• Regulation 29(2): once above 5 percent, any change that exceeds 2 percent of total shareholding or voting rights, up or down, must be disclosed within two working days.

Above these disclosure lines sits the control line. Under Regulation 3, an acquirer (with persons acting in concert) who crosses 25 percent of voting rights must make a public announcement of a mandatory open offer to buy at least a further 26 percent from public shareholders. Creeping acquisition above 25 percent, up to the maximum permissible non-public shareholding, is capped at 5 percent of voting rights per financial year before another open offer is triggered.

The distinction matters for anyone reading the tape: a 5 percent SAST disclosure is a transparency event, while a 25 percent crossing is a corporate-control event that reshapes the company.

Where filings are published

Indian insider and takeover disclosures do not live in one central government database the way EU or French filings do. They surface in three overlapping places:

• BSE (bseindia.com) corporate-announcement portal, under the insider-trading (SAST/PIT) filing categories.
• NSE (nseindia.com) corporate-filings section, which has dedicated Regulation 29 and Regulation 7 announcement views.
• SEBI (sebi.gov.in), which publishes the regulations, formats and enforcement orders, but is not the primary place to read individual company filings.

A company listed on both BSE and NSE files the same disclosure to both, so the same trade appears twice across the two exchanges. Deduplicating those is part of the work of any aggregator.

How to read an Indian filing

There is no single EU-style numbered template, but SEBI prescribes standard formats and the recurring fields are consistent. When you open a PIT Regulation 7(2) or SAST Regulation 29 disclosure, look for:

The "regulation cited" field is the fastest way to sort the feed: it tells you in one glance whether you are looking at an inside-the-company insider (PIT) or an outside stake-builder (SAST).

Interpretation traps

PIT and SAST are not interchangeable

A 5 percent SAST disclosure is not an insider signal. It can come from a passive institutional investor with no board access. Conversely, a small PIT trade by a designated person is an insider event even though it never touches a SAST threshold. Treating every large disclosure as an "insider buy" mixes two different regimes.

The Rs 10 lakh test is cumulative per quarter

The PIT threshold is a value in excess of Rs 10 lakh aggregated over a calendar quarter, not per trade. A series of small purchases can cross it collectively. Once crossed, the incremental transactions after a disclosure must be reported again when they next cross the threshold. Reading each row as an isolated decision misstates the pattern.

Pledges and their invocation are disclosable, and are not sales

Promoter shareholding in India is heavily pledged. Creation, invocation and release of a pledge are disclosable events but are financing moves, not open-market convictions. A spike in "disposal" volume can be a lender invoking a pledge, not a promoter selling by choice.

Trading-window closure clusters activity

Under the PIT Code of Conduct (Clause 4 of Schedule B, read with Regulation 9), designated persons are barred from trading while the trading window is closed, typically from the end of each financial quarter until 48 hours after the company declares its results. The practical effect mirrors the EU closed period: insider activity clusters in the weeks just after results, which is the calendar at work rather than a coordinated signal.

The Structured Digital Database is compliance plumbing, not a public feed

Listed companies must maintain a Structured Digital Database (SDD) recording who accessed UPSI and when. It is an internal audit trail SEBI can inspect, not a public disclosure source. Do not expect to read it: you see the trades it disciplines, not the database itself.

How insiders-trades.com tracks SEBI

We ingest both regimes and keep them labelled. PIT Regulation 7 disclosures and SAST Regulation 29 disclosures are pulled from the BSE and NSE corporate-announcement portals, deduplicated across the two exchanges, and mapped onto the same role taxonomy we apply across 28 regulators, so an Indian promoter and a US director land in comparable buckets. The SAST 5 percent and 2 percent events are tagged separately from the PIT insider trades, so a stake-build is never silently counted as an insider conviction.

Browse the live output on the India market hub, or start from a company page such as HDFC Bank, Infosys, Mahindra & Mahindra or JSW Steel. For a sense of what a substantial-acquirer profile looks like on the SAST side, see IGH Holdings Private Limited.

For how other jurisdictions compare, see our ASX director-interest notices guide and our SEC Form 4 guide, or the full insider disclosure rules by country index.