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
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LODR 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.
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4.2. 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.).
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2. 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,
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programs 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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