SEBI Circular Update: Social Stock Exchange (SSE) – Relaxation for NPO Registration & ZCZP Subscription Norms
Date: April 15, 2026
Issued by: Securities and Exchange Board of India
1. Background
To promote the growth of the Social Stock Exchange (SSE) and facilitate ease of fundraising for Not-for-Profit Organizations (NPOs), SEBI has reviewed certain regulatory requirements under the SSE framework.
2. Key Changes Introduced
2.1 Extension of Registration Validity for NPOs
NPOs can now remain registered on SSE without raising funds for up to 3 years
Earlier limit: 2 years
Additional 1-year extension is subject to SSE approval
2.2 Reduction in Minimum Subscription Requirement (ZCZP Instruments)
Minimum subscription reduced from 75% → 50%
Applicable for issuance of Zero Coupon Zero Principal (ZCZP) Instruments
Condition:
SSE must conduct due diligence
Funds raised should still be sufficient for meaningful project implementation
2.3 Enhanced Disclosure Requirements for Under-subscription
NPOs must disclose in the fund raising document:
Plan to raise remaining capital if minimum subscription is partially met
Impact on project objectives if full funding is not achieved
⚠️ If minimum subscription (50% or 75%) is not achieved → Funds must be refunded
3. Regulatory Modifications
This circular introduces amendments to the SEBI Master Circular dated January 19, 2026, specifically:
Insertion of provisions under Regulation 292F
Updates to clauses relating to subscription thresholds and disclosures
4. Objective of the Circular
Improve accessibility to SSE for NPOs
Encourage broader participation
Enable flexible fundraising while maintaining accountability
5. Effective Date
This circular is effective immediately from April 15, 2026