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

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:

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:

3 · Substituted with the issuance of SEBI Circular No. SEBI/HO/CFD/PoD -1/P/CIR/2023/196 dated December 28, 2023. Prior to its substitution it read as under:

4 · Substituted with the issuance of SEBI Circular No. SEBI/HO/CFD/PoD -1/P/CIR/2023/196 dated December 28, 2023. Prior to substitution it read as under:

1 · 2.[Procedure for public issuance of Zero Coupon Zero Principal Instruments (ZCZP) by an NPO

1 · 2.1. The NPO shall file the draft fund raising document with the SSE where it is registered along with the fees as specified by the SSE and an application seeking in-principle approval for listing of its ZCZP on the SSE:

1 · 2.2. The draft fund raising document shall be made available on the website of SSE and the NPO for a period of at least 21 days for public comments.

1 · 2.3. The SSE shall provide its observation on the draft fund raising document to the NPO within a time period of 30 days from the date of filing of the draft fund raising document or receipt of clarification, if any, sought by the SSE from NPO whichever is later.

1 · 3.Contents of the fund raising document

1 · 3.1. The draft fund raising document and the final fund raising document shall contain all material disclosures which are true and adequate to enable the applicants to take an informed decision.

1 · 3.2. Without prejudice to the generality of clause (1.3 . 1) above, the draft fund raising document and the final fund raising document shall contain disclosures as may be specified by the Board from time to time: Provided that the SSE may mandate additional disclosures in respect of the draft fund raising document and the final fund raising documents.

1 · 4.Other conditions relating to issuance of ZCZP

1 · 4.1. ZCZP shall be issued in dematerialized form only.

1 · 4.2. ZCZP shall not be transferable from the original subscriber/ holder till the expiry of the tenure of the said instrument.

1 · 4.3. The minimum issue size shall be rupees fifty lakhs.

1 · 4.4. The minimum application size shall be rupees [one thousand.] 5

1 · 4.5. The minimum subscription required to be achieved shall be 75% of the funds proposed to be raised through issuance of ZCZP .

1 · 4.6. In case of any under subscription, the NPO shall, in the fund raising document, provide details on the following:

1 · 4.7. The SSE shall maintain the details of the allotment pursuant to issuance of ZCZP by a NPO .

1 · 4.8. The SSE shall specify the additional norms in respect of issue procedure including on agreements with depositories, banks, etc., ASBA related matters, duration for public issuance, allocation methodology and any other ancillary matter related to issue procedure . ] 6

1 · 5.Minimum Initial Disclosure Requirement for NPOs raising funds through the issuance of ZCZP in terms of [Regulation 292K] 7 of the ICDR Regulations

1 · 5.1. SSE under the guidance of SSE Governing Council (SGC) mandated the structure of the draft fund raising document/ final fund raising document. SSE hosts such requirements on its website.

1 · 5.2. SSE is required to ensure that the documents contain the following minimum disclosures:

5 · Substituted with issuance of SEBI Circular SEBI/HO/CFD/PoD -1/P/CIR/2025/33 dated March 19, 2025. Prior to substitution it read as "ten thousand"

6 · Inserted with issuance of SEBI Circular No. SEBI/HO/CFD/PoD -1/P/CIR/2023/196 dated December 28, 2023 7 Substituted with issuance of SEBI Circular No. SEBI/HO/CFD/PoD -1/P/CIR/2023/196 dated December 28, 2023. Prior to substitution it read as "Regulation 292K(1)"

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.

1 · 6.1. [The following disclosures would be made by the NPOs on an Annual Basis (i.e.) within 60 days from end of Financial Year:

8 · Substituted with the issuance of SEBI Circular No. SEBI/HO/CFD/PoD -1/P/CIR/2023/196 dated December 28, 2023. Prior to substitution it read as under:

1 · 6.2. 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:

9 · Substituted with the issuance of SEBI Circular No . SEBI/HO/CFD/CFD -PoD -1/P/CIR/202 dated September 19, 2025. Prior to substitution it read as under:

1 · Disclosures on General aspects:

1 · 6.3. A guidance note in respect of the above aspects is provided at Annexure I.

1 · 6.4. SSE may specify additional parameters that may be required to be disclosed by NPO on annual basis.

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

1 · 7.1. [All Social Enterprises which have raised funds using SSE will have to provide duly assessed 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.] 10

2 · Disclosures on Governance aspects:

10 · Substituted with the issuance of SEBI Circular No. SEBI/HO/CFD/CFD -PoD -1/P/CIR/202 dated September 19, 2025. Prior to substitution it read as under:

1 · 7.2. The AIR needs to capture the qualitative and quantitative aspects of the social impact generated by the entity and where applicable, the impact that is generated by the project or solution for which funds have been raised on SSE.

1 · 7.3. [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, 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.] 11

1 · 7.4. For a Social Impact Fund where the underlying recipients of funds are Social Enterprises which have registered or raised funds using SSE, must disclose an overall AIR for the fund covering all investee/grantee organizations where the fund is deployed.

1 · 7.5. The AIR should at a minimum, cover the aspects described below.

11 · Substituted with the issuance of SEBI Circular No. SEBI/HO/CFD/CFD -PoD -1/P/CIR/202 dated September 19, 2025.Prior to substitution it read as under:

1 · 7.6. A guidance note in respect of the above aspects is provided at Annexure II.

1 · 7.7. SSE may specify additional parameters that may be required to be disclosed by SE in its AIR.

1 · 7.8. [The AIR shall be assessed by Social Impact Assessors and the Social Enterprises shall disclose the report of Social Impact Assessors along with AIR.] 12

12 · Substituted with the issuance of SEBI Circular No. SEBI/HO/CFD/CFD -PoD -1/P/CIR/202 dated September 19, 2025. Prior to substitution it read as under:

1 · 8.Statement of utilization of funds in terms of 91F of the LODR Regulations

1 · 8.1. Listed NPO shall submit statement of utilization of funds to SSE, as mandated under Regulation 91F of the LODR Regulations, within 45 days from the end of quarter.

3 · 1.ICMAI Social Auditors Organization (ICMAI SAO) under the Institute of Cost Accountants of India.

3 · 2.ICSI Institute of Social Auditors (ICSI ISA) under the Institute of Company Secretaries of India .

13 · SEBI Circular No. SEBI/HO/CFD/PoD -1/P/CIR/2024/0060 dated May 27, 2024

4 · 1.Composition of SGC:

4 · 1.1. The SGC shall comprise of individuals with relevant expertise who can contribute to the development of SSE. It shall have a balanced representation, drawing from various categories of stakeholders such as:

4 · 1.2. SGC will have a minimum of 7 members having representation from each of the said categories ((a) to (g) above))

4 · 1.3. SGC shall be supported by administrative staff from the SSE.

4 · 1.4. The Board of the Stock Exchange shall prescribe the procedure, frequency, quorum etc . for the meetings of SGC as well as guidelines for handling potential conflict of interest, if any.

4 · 1.5. SGC shall meet as frequently as required with minimum of four meetings in a Financial Year.

14 · SEBI Circular No. SEBI/HO/MRD/MRED -RAC -2/P/CIR/2022/141 dated October 13, 2022

4 · 2.Terms of Reference:

4 · 2.1. The SGC is expected to provide oversight and guidance to facilitate the smooth functioning of the operations of the Social Stock Exchange, with regard to registration, fund raising and disclosures by Social Enterprises. Accordingly, the terms of reference of the SGC shall include the following:

1 · General disclosures

1 · 1.Name of the organization (legal and popular name):

1 · 2.Location of headquarters and location of operations:

1 · 3.Vision/Mission/ Purpose:

1 · 4.Organizational goals, activities, Products and Services:

1 · 5.Outreach of organization:

1 · 6.Scale of operations (Including Employee and Volunteer strength):

1 · 7.Top donors or investors of organisation - List of Top 5 donors or investors (budget wise)

1 · 8.Details of top 5 programs in disclosure period -List of Top 5 activities/intervention/programs/project (budget wise)

2 · Governance Disclosures

2 · 1.Ownership and legal form:

2 · 2.Governance Structure:

2 · 3.Details of governing body including names of the members of the body:

2 · 4.Executives with key responsibilities:

2 · 5.Number of meetings by governing body and other committees formed by them along with attendance and the process of performance review:

2 · 6.Organisation level potential risks and mitigation plan:

2 · 7.Reporting of related party transactions:

2 · 8.Mechanisms for advice and concerns about ethics, along with conflict of interest and communication of other critical concerns:

2 · 9.Remuneration policies:

2 · 10. Stakeholder grievance, process of grievance redressal and number of grievance received and resolved:

2 · 11. Compliance management process and statement of compliance from senior decision maker: This disclosure requires the organizations to explain how the organization manages to monitor its compliance in respect of regulatory and legal requirements. There shall be a statement on the compliance status by the senior decision maker, who shall be the chair, CEO or equivalent senior position.

2 · 12. Organisation registration certificate and other licenses and certifications (12A, 80G, FCRA, GST, etc.).

3 · Financial Disclosures

3 · 1. ICAI is in the process of publishing the uniform accounting and reporting framework for NPOs. However, the following disclosures shall be made by the NPO in respect of Financial Aspects.

3 · 1.1. Financial Statement:

3 · 1.2. Auditors Report and details of the auditors

1 · Strategic Intent and Planning

1 · 1.What is the social or environmental challenge the organization or the instrument listed is addressing?

1 · 2.How the organization is planning to attend to the challenge or attending to the challenge?

1 · 3.Who is being impacted (target segment)?

1 · 4.What will be the outcomes of the solution/program? Coverage should include positive and potential unintended negative outcomes.

2 · Approach

2 · 1.What is the baseline status / situation analysis / context description at the start of the activity, intervention, program or project?

2 · 2.What has been the past performance trend?

2 · 3.What is the solution implementation plan and the measures taken for sustainability of program outcomes?

2 · 4.Please brief out alignment of solution to Sustainable Development Goals (SDGs)/national priorities/state priorities.

2 · 5.How have you taken into consideration stakeholder feedback in this reporting period?

2 · 6.In the last year, what have you seen as the biggest risks to the achievement of the desired impact? How are these being mitigated?

3 · Impact Scorecard

3 · 1.What are the metrices monitored and what has been the trend?

3 · 1.1. Reach -Outreach metrics for target segment(s) served:

3 · 1.2. Depth - The depth of impact on the median individual (of the target segments) Surveys (1% of the customers/recipients or at least 200 respondents per organization) asking respondents 'Has your quality of life changed', with response options being: Very much improved, slightly improved, no change, got slightly worse, got much worse.

3 · 1.3. Inclusion -The SE must consider for itself how its approach intends to improve Inclusion for its customers / recipients, along one or more of the following themes.

3 · 2.What are the highlights or achievements in the reporting period?

3 · 3.Beneficiary / Stakeholder validation it is utmost necessary to capture the perspective of stakeholders for the program to draw a holistic picture of