What is a SEBI trading plan? Insider rules (2026)

A SEBI trading plan is a pre-committed schedule of trades that a company insider files under Regulation 5 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The insider fixes what will be traded and when, the compliance officer approves it, the stock exchanges are told, and only then, after a 120 calendar day cool-off, can the trading start. The point is to let people who permanently sit close to unpublished information trade at all, without picking their moment. It is not investment advice.

What problem does a SEBI trading plan solve?

A chief financial officer knows the quarter's numbers weeks before the market does. Under the ordinary rules that person is blocked from trading during the trading window closure, and outside it every trade invites the question of what they knew. For someone who continuously holds unpublished price sensitive information, the practical answer is that almost no moment is clean.

Regulation 5 provides the exit. Commit to the trades far enough in advance, disclose the commitment, and the timing decision is taken out of the insider's hands. Because the trades were fixed before the information existed, an approved trading plan sits outside the trading window restrictions under the second proviso to Regulation 5(3), and outside the pre-clearance requirement under the first proviso.

One exemption that people still assume is there was taken away. Until 2024 that second proviso also disapplied contra trade restrictions, meaning the contra trade bar a company's code of conduct must set under Clause 10 of Schedule B, for a period that must be not less than six months. The 2024 amendment deleted those words with effect from September 24, 2024, so contra trade norms now apply to trading plan trades like any other. Clause 10 keeps two escapes of its own: trades pursuant to the exercise of stock options, and a relaxation the compliance officer may grant for reasons recorded in writing.

What did the 2024 amendment change?

The SEBI (Prohibition of Insider Trading) (Second Amendment) Regulations, 2024, notified on June 25, 2024 and in force from September 24, 2024, rewrote most of the operating detail. The old conditions were widely seen as too rigid to be usable, a concern SEBI itself set out in its consultation paper of November 2023.

What has to be in the plan?

Regulation 5 requires each trade to be pinned down in advance. The plan sets out the value or the number of securities to be traded and the nature of the trade, and it fixes either specific dates or intervals of up to five consecutive trading days in which each trade is to happen. Overlap with an existing plan of the same insider is not allowed, and a plan cannot be used to enable market abuse.

Price limits are optional, and they are the most useful addition from 2024. For a buy trade, the plan may state an upper price limit set between the closing price on the day before the plan is submitted and up to 20 percent above that closing price. For a sell trade, it may state a lower price limit between that same closing price and up to 20 percent below it. Where a limit is set and the market price sits outside it, the trade is not carried out, and the non-execution is reported through the route below rather than treated as a free choice.

How does an approved plan reach the public record?

Three steps, all inside Regulation 5:

1. The insider submits the plan to the compliance officer, who reviews it for any violation of the PIT Regulations and approves or rejects it within two trading days of receipt.
2. On approval, the compliance officer notifies the plan to the stock exchanges on which the company's securities are listed, on the day of approval. This is the disclosure that starts the 120 day clock, and it is where an outside investor first sees the plan.
3. Once approved, the plan is irrevocable. The insider must implement it and cannot trade outside its scope for those securities.

If the plan is not implemented, fully or partly, the insider must inform the compliance officer within two trading days of the end of the plan's tenure, with reasons and supporting documents. The audit committee then assesses whether the reasons are genuine, and the compliance officer informs the exchange accordingly. Non-implementation is therefore also a disclosure, not a quiet lapse.

How should you read a trading plan disclosure?

As a scheduling fact, not a view. A plan disclosed today authorises trades that begin at least 120 calendar days later, on dates chosen before the insider knew what the intervening quarters would look like. That is close to the opposite of a discretionary trade, and it is why the eventual executions carry less timing signal than an unplanned purchase or sale reported under the insider trading disclosure rules. The trades themselves still show up in the continual disclosures you can track insider buying from.

So, what is a SEBI trading plan: a pre-committed, exchange-notified, irrevocable trading schedule under PIT Regulation 5, with a 120 calendar day cool-off and optional price limits within 20 percent of a reference close. The United States has its own version of the same idea, compared in SEBI trading plan vs Rule 10b5-1 plan. Flock reads these public filings and keeps each one stamped with its date and source. What any of it means for you is your call to make.