We only have listed debt, do we need to maintain SDD?
Yes. The provisions of the regulations requiring maintenance of the Structured Digital Database are applicable to all listed entities, which includes those which are debt-listed.
Such companies would also have UPSI and further, the servicing of debt securities can involve UPSI too.
Debt-listed entities can meet the requirement proportionately with a certified Structured Digital Database deployed on your own servers, and Affinisio(SDD) scales to the entity’s actual UPSI flow.
Why a debt-listed issuer counts as a listed entity here
Debt-listed entities are listed entities because they have issued securities that are listed. The obligation attaches to the listed entity rather than to the class of security it has listed, which is why having no listed equity does not remove it.
Unpublished price sensitive information arises in a debt-listed issuer in the ordinary course of servicing its debt, and the financial information supporting those decisions is price sensitive for the listed security until it is published.
Proportionate compliance means the same structure sized to the actual flow. A debt-listed issuer will often have fewer UPSI events and a smaller designated person population than a large equity-listed company, so the database is smaller, not different. Affinisio(SDD) structured digital database software is deployed on your own servers and scales to the flow the entity actually has.
Three adjacent scope questions are answered separately: whether intermediaries need to maintain the database, whether an unlisted subsidiary of a listed company needs one, and whether a company under the corporate insolvency resolution process still has to.
What counts as unpublished price sensitive information for a debt-listed issuer
The definition was widened by the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2025, notified on 11 March 2025 and effective from 9 June 2025. Several of the items it added are credit events rather than equity events, which makes the amended list directly useful to an issuer whose only listed securities are debt. The list now takes in:
- the financial results, a dividend, a change in capital structure, and mergers, demergers, acquisitions, delistings, disposals or an expansion of business
- a change in credit rating, other than an ESG rating
- proposed fund raising
- a resolution plan, a restructuring, or a one-time settlement of loans
- admission of a winding-up petition or a corporate insolvency application, and the approval or rejection of a resolution plan
- fraud or default by the company, its promoter, a director, key managerial personnel or a subsidiary, and the arrest of senior personnel in India or abroad
- initiation of a forensic audit and receipt of the forensic audit report
- regulatory, statutory or judicial action against the company or its personnel, and the outcome of litigation or a dispute where the impact is material
- the grant, withdrawal, surrender, cancellation or suspension of a licence or a regulatory approval
- guarantees, indemnities or sureties given for a third party outside the normal course
- an agreement affecting management or control
- a change in key managerial personnel, and resignation of the statutory or secretarial auditor
- the award or termination of an order or a contract outside the normal course of business
Beyond that list, a debt-listed issuer should treat the events that move the price of the instrument itself as unpublished price sensitive information:
- a coupon or interest payment decision, and any anticipated delay in servicing
- redemption, early redemption, or the exercise of a put or a call option
- a covenant breach, and any waiver, cure or standstill obtained
- a change in the security cover or the asset cover ratio
- a shortfall in a debt service reserve account, an escrow or a sinking fund
- a rating watch or an outlook change that stops short of a rating change
- a notice from the debenture trustee, or a change in the trustee
- a proposed liability management exercise, such as a buyback, an exchange or a tender of listed debt
- a change in a guarantor, or in a parent or group support arrangement
Trading window closure and the database are independent obligations
A question that follows naturally: SEBI issued a circular on 30 December 2024 allowing subscription to an issue of non-convertible securities during a trading window closure period. If debt is relieved of the closure, why maintain a structured digital database at all?
Because the two are independent obligations. A trading window closure governs when a designated person may deal. The structured digital database records what unpublished price sensitive information existed, who received it and when. Both are set running by the same underlying fact, which is the existence of that information, and it is that shared cause which makes them look like a single obligation. They are not. Relief from one does not reach the other. The circular addresses when a subscription may be made; it does not address whether the sharing of the information behind it must be recorded. An issuer whose designated persons may subscribe during a closure still maintains the database, and the entries it makes are unchanged.
