Master Circular for Framework on Social Stock Exchange (SSE)

Notification / Circular No. : HO/49/14/14(6)2025-CFD-PoD1/I/2771/2026 dated January 19, 2026                                                                                          Applicable Act / Rule :SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
                                        SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Applicable Section / Rule : Regulations 292A, 292D, 292E, 292F, 292K of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
                                                 Regulations 91C, 91E and 91F of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

 

SEBI has issued multiple circulars from time to time prescribing the framework for Social Stock Exchange under the ICDR Regulations, LODR Regulations and AIF Regulations. To consolidate and provide access to all operative directions at one place, SEBI has issued this Master Circular on the framework for Social Stock Exchange. With the issuance of this Master Circular, the earlier circulars specified in the Appendix stand rescinded to the extent they relate to the framework for Social Stock Exchange. Actions taken, applications made, rights accrued or liabilities incurred under the rescinded circulars prior to such rescission remain valid and enforceable.

This Master Circular consolidates and operationalises the framework for Social Stock Exchange, including:

  • Eligibility criteria and minimum requirements for registration of Not for Profit Organizations with Social Stock Exchange under Regulation 292F of the ICDR Regulations.
  • Procedure, conditions and disclosure requirements for public issuance of Zero Coupon Zero Principal Instruments by eligible NPOs, including minimum issue size, minimum application size, subscription thresholds, dematerialisation and non-transferability conditions.
  • Minimum initial disclosures, annual disclosures and timelines applicable to NPOs and Social Enterprises registered or raising funds through Social Stock Exchange under the ICDR Regulations and LODR Regulations.
  • Disclosure and assessment requirements for Annual Impact Report by Social Enterprises, including assessment by Social Impact Assessors.
  • Recognition of Self-Regulatory Organizations for Social Impact Assessors in the context of Social Stock Exchange.
  • Constitution, composition and terms of reference of the Social Stock Exchange Governing Council.
  • Rescission of earlier circulars relating to Social Stock Exchange as listed in the Appendix, with savings for prior actions, applications and proceedings.

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