**Executive Summary:**
This SEBI circular, dated September 19, 2025, announces amendments to the ICDR and LODR Regulations regarding the Social Stock Exchange (SSE) framework. These amendments are based on recommendations from the Social Stock Exchange Advisory Committee (SSEAC) and public consultations. The circular outlines modifications to NPO registration requirements and annual disclosure norms. The circular is effective immediately.
**Key Points / Main Content:**
* **Regulatory Updates:**
* Amendments have been made to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations).
* The amended provisions are available via Gazette Notification dated September 09, 2025 and September 08, 2025 respectively, with links provided for reference.
* **NPO Registration Modifications:**
* The eligibility criteria for Not-for-Profit Organizations (NPOs) to register with the SSE have been modified regarding the required registration certificate validity. The certificate must be valid for at least 12 months at the time of registration.
* The range of entities eligible for registration is specified, including charitable trusts and societies registered under various acts, and companies registered under Section 8 of the Companies Act, 2013.
* **Annual Disclosure Requirements for NPOs:**
* NPOs are required to make annual disclosures within 60 days from the end of the financial year, covering general and governance aspects.
* Annual disclosures must also be made by October 31st of each year (or before the income tax return due date), including details on outreach, donors/investors, programs, governance, and financial aspects.
* SSE may specify additional parameters for NPO annual disclosures.
* All Social Enterprises having raised funds using SSE are to provide a duly assessed Annual Impact Report (AIR) to SSE by October 31st, or before the due date of filing the income tax return. The AIR shall be assessed by Social Impact Assessors and the SEs shall disclose the report of Social Impact Assessors along with AIR.
* **Annual Impact Report (AIR):**
* In case an NPO is registered without listing any security, the AIR will be self-reported.
* The AIR shall cover 67% of the program expenditure in the previous financial year, if an activity, intervention, program, or project is covered under a listed security, it will qualify as a significant activity, intervention, program, or project.
* **Directive to Exchanges and Depositories:**
* Recognized Stock Exchanges and Depositories are directed to bring the contents of the circular to stakeholders, implement necessary infrastructure for monitoring, and make consequential changes to their bye-laws and regulations.
**Impact Analysis:**
**Stakeholder: All Recognized Stock Exchanges and Depositories**
**Impact:** Required to disseminate the circular's contents and adapt their systems to accommodate the changes.
**Action Required:** Notify stakeholders, update systems for monitoring and implementation, and modify relevant rules and regulations.
**Stakeholder: All Merchant Bankers and Brokers registered with SEBI**
**Impact:** Need to advise clients on updated SSE framework regulations and compliance requirements.
**Action Required:** Understand and implement the new changes to advise clients on compliance.
**Stakeholder: All Social Enterprises and Social Impact Fund registered with SEBI**
**Impact:** Need to comply with new annual disclosure requirements including Annual Impact Report and registration certificate requirements.
**Action Required:** Adapt disclosure practices, ensure compliance with reporting deadlines (October 31st or income tax return due date), and renew registrations accordingly.
**Stakeholder: All Social Impact Assessment Organizations**
**Impact:** Required to assess the AIRs of Social Enterprises.
**Action Required:** Provide assessments of the AIR reports and comply with disclosure requirements.
**Stakeholder: All Self-Regulatory Organizations**
**Impact:** Need to incorporate SSE framework changes into their regulatory oversight.
**Action Required:** Update internal policies and procedures to reflect the changes outlined in the circular.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): The primary regulator for securities markets in India, responsible for issuing and enforcing regulations related to social stock exchanges and social enterprises.
Social Stock Exchange (SSE): A platform for social enterprises to raise capital, subject to SEBI's regulatory framework, this circular provides amendments to that framework.
ICDR Regulations: Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, which are amended by this circular concerning NPOs on SSE.
LODR Regulations: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, which are amended by this circular.
Social Impact Fund: A fund registered with SEBI which is mentioned in the To: section of the circular, implying it is an entity affected by the regulations.
CIRCULAR
SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/129 September 19, 2025
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 Organizations
All Self-Regulatory Organizations
Sir / Madam,
Sub: Framework on Social Stock Exchange (“SSE”)
1. SEBI vide its circular SEBI/HO/CFD/PoD-1/P/CIR/2022/120 dated September 19,
2022 and subsequently vide circular SEBI/HO/CFD/PoD-1/P/CIR/2023/196 dated
December 28, 2023 has notified the detailed framework on Social Stock Exchange.
2. Based on the recommendations of Social Stock Exchange Advisory Committee
(SSEAC) and the feedback received through public consultation on the
recommendations of SSEAC, the Board approved amendments to the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (ICDR Regulations) and the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR
Regulations).
3. Accordingly, the provisions of ICDR Regulations and LODR Regulations in this
regard, have been amended vide Gazette Notification dated September 09, 2025
and September 08, 2025 respectively. The same is available at following links:
ICDR Amendment Notification – https://www.sebi.gov.in/legal/regulations/sep-
2025/securities-and-exchange-board-of-india-issue-of-capital-and-disclosure-
requirements-second-amendment-regulations-2025_96524.html
Page 1 of 5LODR Amendment Notification – https://www.sebi.gov.in/legal/regulations/sep-
2025/securities-and-exchange-board-of-india-listing-obligations-and-disclosure-
requirements-third-amendment-regulations-2025_96523.html
4. Partial modification to the circular SEBI/HO/CFD/PoD-1/P/CIR/2022/120 dated
September 19, 2022 pursuant to the amendments to ICDR Regulations and LODR
Regulations are as under-
4.1. In paragraph 1, sub-paragraph A of the abovementioned circular, titled as
“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”,
the third row from the top in the table shall be replaced with the following -
Entity is Registration certificate Entities must be registered in
registered as valid at least for next 12 India as one of the below:
an NPO months at the time of a) a charitable trust registered
seeking registration under the Indian Trusts Act,
with SSE 1882
b) a charitable trust registered
under the public trust statue
of the relevant State;
c) a Trust registered under the
Indian Registration Act,
1908 (16 of 1908) with the
relevant Sub-Registrar in
those States that have not
enacted the law governing
public trust;
d) a charitable society
registered under the
Societies Registration Act,
1860;
e) a charitable society
registered under the
Societies Registration Act of
the relevant State;
f) a company registered under
section 8 of the Companies
Act, 2013 (18 of 2013)
including a company
registered under section 25
of the repealed Companies
Act, 1956.
Page 2 of 54.2. Paragraph 1, sub-paragraph C, of the abovementioned circular titled as
“Annual disclosure 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” shall be read as under-
1. The following disclosures would be made by the NPOs on an Annual Basis
(i.e.) within 60 days from end of Financial year:
a. Disclosures on General aspects:
i. Name of the organization (legal and popular name);
ii. Location of headquarters and location of operations;
iii. Vision / Mission / Purpose;
iv. Organizational goals, activities, products and services;
v. Scale of operations (Including Employee and Volunteer
strength);
b. Disclosures on Governance aspects:
i. Ownership and legal form;
ii. Governance Structure (outlines board and management
committee structures, mandates, membership, charters,
policies and internal controls);
iii. Details of governing body including names of the members of
the body;
iv. Executives with key responsibilities;
v. Number of meetings by governing body and other committees
formed by them along with attendance and the process of
performance review;
vi. Organisation level potential risks and mitigation plan;
vii. Mechanisms for advice and concerns about ethics, along with
conflict of interest and communicating other critical concerns
viii. Remuneration Policies;
ix. Stakeholder grievance, process of grievance redressal and
number of grievance received and resolved;
x. Organisation registration certificate and other licenses
and certifications (12A, 80G, FCRA, GST, etc.).
Page 3 of 52. The following disclosures would be made by the NPOs on an Annual Basis
of the financial year by October 31st of each year or before the due date of
filing the income tax return as prescribed under the provisions of the Income
Tax Act, 1961, whichever is later:
a. Disclosures on General aspects:
i. Outreach of organization (Type and number of direct, indirect
and institutional beneficiaries / stakeholders reached);
ii. Details of top donors or investors of organisation - List of Top 5
donors or investors (budget wise);
iii. Details of top 5 programs in disclosure period - List of Top 5
interventions/programs (budget wise).
b. Disclosures on Governance aspects:
i. Reporting of related party transactions;
ii. Compliance management process and statement of
compliance from senior decision maker.
c. Disclosures on Financial aspects:
i. Financial Statement (Balance Sheet, Income statement and
Cash Statement). Also program wise fund utilization for the year;
ii. Auditors report and auditor details.
3. A guidance note in respect of the above aspects is provided at Annexure
I.
4. SSE may specify additional parameters that may be required to be
disclosed by NPO on annual basis.
4.3. Paragraph 1, sub-paragraph D, clause (1) of the abovementioned circular shall
be read as under-
“All Social Enterprises which have raised funds using SSE will have to provide
duly assessed Annual Impact Report (AIR) to SSE by October 31st of each
year or before the due date of filing the income tax return as prescribed under
the provisions of the Income Tax Act, 1961, whichever is later.”
4.4. Paragraph 1, sub-paragraph D, clause (3) of the abovementioned circular shall
be read as under-
“In case an NPO is registered without listing any security, the AIR will be self-
reported and must cover the NPO’s significant activities, intervention,
Page 4 of 5programs or projects during the year and the methodology for determination of
significance must be explained. Additionally, if there is an activity, intervention,
program or projects covered under a listed security, it will qualify as a
significant activity, intervention, program or project. The annual impact report
shall cover 67% of the program expenditure in the previous financial year.”
4.5. Paragraph 1, sub-paragraph D, clause (8) of the abovementioned circular shall
be read as under-
“The AIR shall be assessed by Social Impact Assessors and the SEs shall
disclose the report of Social Impact Assessors along with AIR.”
5. The Recognized Stock Exchanges and Depositories are directed to
a) bring the contents of this circular to the notice of all the stakeholders;
b) put in place necessary systems and infrastructure for monitoring and
implementation of this circular;
c) make consequential changes, if any, to their respective bye-laws, rules and
regulations and bidding portal;
6. The provisions of this circular shall come into effect immediately.
7. This Circular is being issued in exercise of the powers conferred under Section 11
and Section 11A of the Securities and Exchange Board of India Act, 1992 read with
Regulation 299 of SEBI ICDR Regulations and Regulation 101 of LODR
Regulations, to protect the interests of investors in securities and to promote the
development of, and to regulate the securities market.
8. A copy of this circular is available on SEBI website at www.sebi.gov.in under the
categories “Legal → Circulars”.
Yours faithfully,
Vimal Bhatter
Deputy General Manager
Corporation Finance Department
Tel. No.: +91 22 2644 9386
Email id: vimalb@sebi.gov.in
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