Framework on Social Stock Exchange

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MASTER CIRCULAR

HO/49/14/14(6)2025-CFD-PoD1/I/2771/2026

January 19, 2026

To All Recognized Stock Exchanges All Recognized Depositories All Merchant Bankers and Brokers registered with SEBI All Social Enterprises All Social Impact Fund registered with SEBI All Social Impact Assessment Firms Institute of Chartered Accounts of India (ICAI) Institute of Company Secretaries of India (ICSI) Institute of Cost Accountants of India (ICMAI)

Dear Sir / Madam,

Subject: Master Circular for Framework on Social Stock Exchange (SSE)

1. The Securities and Exchange Board of India (“SEBI” or “the Board”) has been, from time to time, issuing various circulars/directions with respect to the framework for Social Stock Exchange under the relevant provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”).

2. In order to enable the stakeholders to have access to all applicable circulars in the subject matter at one place, this Master Circular is issued, which is a compilation of all the circulars issued with respect to Social Stock Exchange.

3. With the issuance of this Master Circular, all directions/instructions contained in the circulars listed out in the Appendix to this Master Circular shall stand rescinded to the extent they relate to the framework for Social Stock Exchange.

4. Notwithstanding such rescission, -

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(a) anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular;

(b) any application made to the Board under the rescinded circulars, prior to such rescission, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; and

(c) the previous operation of the rescinded circulars or anything duly done or suffered thereunder, any right, privilege, obligation or liability acquired, accrued or incurred under the rescinded circulars, any penalty, incurred in respect of any violation committed against the rescinded circulars, or any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty as aforesaid, shall not be affected by such rescission and shall be enforceable as if the rescinded circulars had continued to be in force.

5. This Master Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992, to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.

6. This Master Circular is available on the website of SEBI at www.sebi.gov.in in the path “Legal>Master Circulars”.

Yours faithfully,

Vimal Bhatter Deputy General Manager Corporation Finance Department Tel. No.: +91 22 2644 9386 Email id: vimalb@sebi.gov.in

Enclosures:

1. Master Circular

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Master Circular

Contents

LIST OF ABBREVIATIONS .................................................................................................. 4 Chapter I - Framework on Social Stock Exchange (‘SSE’) .............................................. 5 1.1. Minimum requirements to be met by a Not for Profit Organization (NPO) for registration with SSE in terms of Regulation 292F of the ICDR Regulations ..................................... 5 1.2. [Procedure for public issuance of Zero Coupon Zero Principal Instruments (ZCZP) by an NPO ............................................................................................................................... 9 1.3. Contents of the fund raising document ........................................................................... 9 1.4. Other conditions relating to issuance of ZCZP .............................................................. 9 1.5. Minimum Initial Disclosure Requirement for NPOs raising funds through the issuance of ZCZP in terms of [Regulation 292K] of the ICDR Regulations ...................................... 10 1.6. Annual disclosures by NPOs on SSE which have either raised funds through SSE or are registered with SSE in terms of Regulation 91C of the LODR Regulations ................... 12 1.7. Disclosure of Annual Impact Report (AIR) by all Social Enterprises which have registered or raised funds using SSE in terms of Regulation 91E of the LODR Regulations .................................................................................................................................. 14 1.8. Statement of utilization of funds in terms of 91F of the LODR Regulations ................... 17 Chapter II – Self Regulatory Organizations for Social Impact Assessors in the context of Social Stock Exchange ................................................................................................. 18 Chapter III - Governing Council for Social Stock Exchange ......................................... 19 Annexure I ........................................................................................................................ 21 Annexure II ....................................................................................................................... 26 Appendix .......................................................................................................................... 31

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LIST OF ABBREVIATIONS

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Chapter I - Framework on Social Stock Exchange (‘SSE’)

1. Pursuant to amendments in SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) and SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”), a detailed framework on SSE is specified as under:¹

1.1. Minimum requirements to be met by a Not for Profit Organization (NPO) for registration with SSE in terms of Regulation 292F of the ICDR Regulations

1.1.1. An NPO desirous of registration on SSE, in terms of Regulation 292F (1) of ICDR Regulations, shall fulfil the following criteria:

¹ SEBI Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2022/120 dated September 19, 2022

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² Substituted with the issuance of SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/129 dated September 19, 2025. Prior to its substitution it read as under: