The Securities and Exchange Board of India (SEBI) issued a master circular compiling all existing circulars and directions governing India’s Social Stock Exchange (SSE) framework under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The master circular centralises requirements for not for profit organisations (NPOs) and other social enterprises using the SSE and rescinds the circulars listed in its appendix to the extent they relate to the SSE framework. The consolidated framework sets out (among other elements) eligibility and registration criteria for NPOs, issuance requirements for Zero Coupon Zero Principal Instruments (including filing a draft fund-raising document with the SSE, a minimum 21-day public comment period, and SSE observations within 30 days), and product parameters such as dematerialised issuance, non-transferability until maturity, a minimum issue size of INR 50 lakh (INR 5 million), a minimum application size of INR 1,000, and a 75% minimum subscription threshold (with refunds below that level). It also restates disclosure obligations, including annual NPO disclosures within 60 days of financial year-end and additional annual disclosures (including outreach, top donors/programmes, governance and compliance statements, and financial statements) by 31 October or the income tax return due date, whichever is later; annual impact reporting requirements for social enterprises (including self-reported AIRs for NPOs registered without listing any security, covering significant activities and 67% of programme expenditure in the previous financial year); quarterly statements of utilisation of funds within 45 days of quarter-end; and the roles of Social Impact Assessors and SSE governance, including the composition and minimum meeting frequency of the Social Stock Exchange Governing Council. SEBI specified that actions already taken, rights and liabilities accrued, penalties, and ongoing proceedings under the rescinded circulars continue unaffected, and pending applications are deemed to have been made under the corresponding provisions of the master circular.
Securities & Exchange Board of India 2026-01-19
Securities and Exchange Board of India consolidates the Social Stock Exchange framework in a master circular and rescinds earlier SSE directions
SEBI issued a master circular consolidating all existing circulars for India's Social Stock Exchange framework, centralizing requirements for not-for-profit organizations and social enterprises. It outlines eligibility, registration, issuance criteria, restates disclosure obligations, and clarifies roles of Social Impact Assessors and SSE governance, ensuring continuity for actions under rescinded circulars.