**Summary:**
This circular, issued by the Securities and Exchange Board of India (SEBI) on March 19, 2025, under reference number SEBI/HO/CFD/PoD-1/P/CIR/2025/33, amends the framework for Social Stock Exchanges (SSEs). Specifically, it revises the minimum application size for subscribing to Zero Coupon Zero Principal (ZCZP) instruments. Based on recommendations from the Social Stock Exchange Advisory Committee and public feedback, the minimum application size is reduced from Rs. 10,000 to Rs. 1,000. This change is implemented with immediate effect and is issued under the authority granted by Section 11 and Section 11A of the Securities and Exchange Board of India Act, 1992, read with Regulation 299 of SEBI ICDR Regulations. The circular aims to protect investor interests and promote the development and regulation of the securities market. The complete circular is available on the SEBI website (www.sebi.gov.in) under the Legal Circulars section. For further information, contact Yogita Jadhav, Chief General Manager, Corporation Finance Department, at Tel. No.: 91 22 2644 9583 or via email at yogita[at]sebi.gov.in. Previous related circulars include SEBI/HO/CFD/PoD-1/CIR/2022/120 dated September 19, 2022, and SEBI/HO/CFD/PoD-1/CIR/2023/196 dated December 28, 2023.
Key Entities Referenced
Social Stock Exchange (SSE): A platform for listing and trading securities of social enterprises and voluntary organizations.
Securities and Exchange Board of India (SEBI): The regulatory authority for the securities market in India.
SEBI Act, 1992: The law that established the Securities and Exchange Board of India and defines its powers and functions.
SEBI ICDR Regulations: Regulations pertaining to Issue of Capital and Disclosure Requirements as stipulated by SEBI.
Social Enterprises: Organizations that address social problems through business models.
Social Impact Fund: A fund registered with SEBI that invests in social enterprises.
Zero Coupon Zero Principal Instruments: Financial instruments with no coupon payments and no principal repayment at maturity, used in the context of Social Stock Exchange.
Social Stock Exchange Advisory Committee: A committee that provides recommendations to SEBI on matters related to the Social Stock Exchange.
CIRCULAR
SEBI/HO/CFD/PoD-1/P/CIR/2025/33 March 19, 2025
To,
All Recognized Stock Exchanges
All Recognized Depositories
All Social Enterprises
All Social Impact Fund registered with SEBI
Dear 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 notified the detailed framework on Social Stock Exchange. The same was
amended vide Circular SEBI/HO/CFD/PoD-1/P/CIR/2023/196 dated December 28,
2023.
2. Based on recommendations of the Social Stock Exchange Advisory Committee
and public comments received in respect of the Consultation paper in the matter,
it is decided to review the existing minimum application size for subscribing to Zero
Coupon Zero Principal Instruments from Rs. 10,000 (Rupees ten thousand only)
to a lower amount i.e. Rs. 1,000 (Rupees one thousand only).
3. Accordingly, the minimum application size in respect of issuance of Zero Coupon
Zero Principal Instruments, prescribed under Paragraph 1, sub- paragraph AC,
point (4) of the aforementioned Circular shall read as under:
“(4) The minimum application size shall be rupees one thousand.”
4. This Circular is 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, to protect the interests of investors and
to promote the development of, and to regulate the securities market and shall
come into effect immediately.5. A copy of this circular is available on SEBI website at www.sebi.gov.in under the
categories “Legal → Circulars”.
Yours faithfully,
Yogita Jadhav
Chief General Manager
Corporation Finance Department
Tel. No.: +91 22 2644 9583
Email id: yogitag@sebi.gov.in