Policy for Handling Unpublished Price Sensitive Information (UPSI)

Last Reviewed On: December 30, 2025 (Version: 1.0)

1. Purpose and scope

This policy establishes the procedures that Acuite Ratings &Research Limited (Acuite) must follow when handling unpublished price sensitive information (UPSI) of issuers whose securities are rated by them. The policy aligns with the SEBI (Prohibition of Insider Trading) Regulations, 2015, including subsequent amendments (collectively, "SEBI PIT Regulations”), and with the SEBI (Credit Rating Agencies) Regulations, 1999. It applies to all executive directors, employees, consultants and other personnel ("designated persons”) of Acuite, as well as anyone who has access to UPSI through Acuite.

2. Definitions

2.1 Unpublished Price Sensitive Information (UPSI)

For the purposes of this policy, UPSI means any information relating to an issuer or its securities that is not generally available and which, upon becoming generally available, is likely to materially affect the price of those securities. UPSI includes, but is not limited to, information on:

  • Financial results, dividends and changes in capital structure;
  • Mergers, de‑mergers, acquisitions, delistings, disposals and expansion of business;
  • Changes in key managerial personnel;
  • Fund‑raising proposals and agreements that may impact management or control;
  • Change in credit rating;
  • Fraud, defaults, insolvency proceedings or significant litigations; and
  • Other material events specified under the SEBI PIT Regulations.
  • Emails addressed to UPSI to Acuite <upsi@acuite.in>

2.2 Designated persons

"Designated persons” are individuals who, by virtue of their role or function, are likely to have access to UPSI. This includes:

  • Senior management of Acuite
  • All analysts, rating committee members and other personnel involved in rating activities;
  • Employees of the compliance, legal and secretarial functions; and
  • Any other employee or consultant who, in the opinion of the Compliance Officer, has access to UPSI.

Immediate relatives of designated persons are also covered by trading restrictions under this policy.

2.3 Insider

An "insider” includes any person who is a connected person or who has possession of or access to UPSI. Any person receiving UPSI for a legitimate purpose becomes an insider and must observe confidentiality obligations.

2.4 Legitimate purpose

UPSI may be shared only when it is necessary to perform duties, discharge legal obligations or further a legitimate purpose. Examples include sharing UPSI with auditors, legal advisers, rating analysts, and regulators.

2.5 Compliance Officer

A senior officer who is financially literate and capable of appreciating regulatory requirements must be designated as the Compliance Officer. The Compliance Officer is responsible for administering this policy and monitoring trades, maintenance of records, and adherence to codes of conduct. The Vice President – Compliance & Group Company Secretary shall be designated as the Compliance Officer.

3. Handling of UPSI

3.1 Need‑to‑know principle and Analytical firewalls

  • Need‑to‑know: UPSI shall be handled strictly on a need‑to‑know basis. It shall not be communicated to anyone except where required for legitimate purposes, performance of duties or discharge of legal obligations.
  • Analytical firewalls: Acuite shall establish adequate Analytical firewall procedures and processes to prevent unauthorized access to UPSI. Designated persons must not "cross the wall” unless pre‑cleared by the Compliance Officer, with appropriate documentation.

3.2 Communication and procurement restrictions

  • Prohibition on sharing UPSI: No insider shall communicate, provide or allow access to UPSI to any person, including other insiders, except where such communication is required for legitimate purposes, performance of duties or legal obligations.
  • Prohibition on procuring UPSI: No person shall procure UPSI from an insider except in furtherance of legitimate purposes, duties or legal obligations.
  • Notice to recipients: Any person who receives UPSI for a legitimate purpose shall be notified that they have become an insider and must maintain confidentiality. Written confidentiality undertakings or nondisclosure agreements should be executed whenever UPSI is shared.

3.3 Structured digital database (SDD)

  • Acuite shall maintain a structured digital database internally (and not outsource its maintenance) containing:
    • The nature of UPSI shared;
    • Names and PAN or other government‑issued identifiers of persons who shared the information and those with whom it was shared; and
    • Time‑stamped entries with audit trails to prevent tampering.
  • Information received from external sources may be recorded in the SDD within two calendar days of receipt.
  • The SDD shall be preserved for at least eight years after completion of the relevant transaction, and longer if any SEBI investigation or enforcement proceeding is pending.

3.4 Confidentiality obligations under CRA Regulations

Under regulation23 of the SEBI (Credit Rating Agencies) Regulations, Acuite must treat all information supplied by the client as confidential and shall not disclose it to any other person except as required or permitted by law. Acuite shall embed this confidentiality requirement into engagement letters with issuers and into employees’ terms of employment.

3.5 Classification of information

  • Confidential rating information includes draft ratings, internal assessments, rating committee discussions, draft press releases and issuer‑provided information. All such information is UPSI until publicly disclosed.
  • Publicly available information is not UPSI. Analysts may use generally available information in their work.

3.6 Leak investigation and whistle‑blower mechanism

  • Upon detection of a leak or suspected leak of UPSI, the Compliance Officer shall initiate an investigation and promptly inform SEBI of such leak and the outcome of inquiries.
  • A whistle‑blower policy shall enable employees to report any instances of leak or misuse of UPSI without fear of retaliation.
  • Intermediaries and other fiduciaries shall cooperate with Acuite in any such inquiries.


4. Code of conduct for designated persons

Acuite shall adopt a Code of Conduct that meets or exceeds the minimum standards set out in ScheduleC to the SEBI PIT Regulations. Key elements include:

4.1 Identification and reporting structure

  • Designated persons shall be identified based on their roles, seniority and access to UPSI. The list shall be maintained and updated by the Compliance Officer.
  • The Compliance Officer shall report compliance status to the board of directors (or other analogous body) at least once a year.

4.2 Internal trading restrictions

  • Internal code of conduct: Designated persons and their immediate relatives must comply with Acuite’s "Policy for Dealing with Conflict of Interest for Investment / Trading".
  • Pre‑clearance of trades: Trades by designated persons require pre‑clearance from the Compliance Officer.
  • Restricted list: The Compliance Officer shall maintain a confidential "restricted list” of securities for which Acuite. Pre‑clearance requests for securities on this list shall be declined.
  • Trading window: Pre‑cleared trades must be executed within a specified period (not exceeding seven trading days), or a new pre‑clearance is required.

4.3 Reporting obligations

  • Acuite’s "Policy for Dealing with Conflict of Interest for Investment / Trading” shall provide guidance for applications for pre‑clearance, reporting of trades, reporting of decisions not to trade after pre‑clearance, and periodic disclosure of holdings.
  • Designated persons shall promptly disclose their holdings and any trades to the Compliance Officer, who will file disclosures with stock exchanges as required by SEBI.

4.4 Sanctions and disciplinary actions

  • Acuite’s "Policy for Dealing with Conflict of Interest for Investment / Trading” shall stipulate sanctions and/or disciplinary actions, such as monetary penalty, suspension or termination for service, for violations.
  • In case of observed violations, Acuite must promptly inform the stock exchanges where the relevant securities are traded and report to SEBI.


5. Personal trading rules for Acuite employees

  • UPSI prohibition: All confidential rating information shall be handled strictly on a need‑to‑know basis, and no UPSI shall be communicated to any person except for legitimate purposes.
  • Structured digital database: Acuite shall maintain an SDD capturing the nature of UPSI and the identities of persons sharing and receiving it, with entries recorded immediately and preserved for at least eight years.
  • Training: Employees must undergo compliance training at induction and annually.
  • Prohibition of fraudulent, manipulative or unfair trade practices: Employees must not engage in trading practices that manipulate prices, create false or misleading appearances, or disseminate false information.

6. Disclosure and transparency

  • Publication of ratings and changes: In accordance with the CRA Regulations, all rating decisions and changes must be disclosed promptly via press releases and on Acuite’s website.
  • Disclosure of conflicts: Acuite shall disclose any conflicts of interest, such as common directors with the issuer, as required by the CRA Regulations.
  • Public access to UPSI: Once UPSI is made generally available (e.g., via stock exchange disclosures), designated persons may trade subject to other restrictions.

7. Administration and review

  • Board oversight: The board of directors shall review this policy and the Code of Conduct at least annually to ensure continued compliance with SEBI regulations and best practices.
  • Compliance Officer’s duties: The Compliance Officer shall monitor adherence to this policy, maintain records, review trades, ensure maintenance of the SDD, and provide reports to the board.
  • Policy amendments: Any amendment to this policy shall be approved by the board and promptly communicated to all designated persons.

8. Enforcement

All designated persons are expected to comply with this policy. Violations may result in disciplinary action, including termination of employment, disgorgement of gains, and referral to regulatory authorities. Acuite is committed to cooperating fully with SEBI and stock exchanges in investigating any suspected violations.

9. Complementarity:

This policy is complementary to:

  a. Disclosure on managing conflict of interest (access here)

  b. Policy for Dealing with Conflict of Interest for Investment / Trading (access here)

  c. Rules for Acuite’s analytic firewalls (Please refer Internal Governing Document)

  d. Confidentiality Policy (access here)

  e. Whistleblower policy (access here)


10. Effective date

This policy shall take effect immediately upon approval by the board of directors. It supersedes any earlier policies or guidelines on UPSI handling and insider trading adopted by Acuite.