The Securities and Exchange Board of India (SEBI) on February 09, 2026, issued Consultation Paper for Public Comments: Review of minimum value of investment by individual investors in Social Impact Fund under SEBI AIF Regulations, 2012 and review of requirements related to registration period of NPOs and minimum subscription under SEBI ICDR Regulations, 2018.
The objective of this consultation paper is to solicit comments/views/suggestions from the public and other stakeholders on the proposals relating to review of minimum value of investment in Social Impact Funds and the requirement of minimum subscription and registration period for Not for Profit Organizations on Social Stock Exchange under the relevant SEBI Regulations.
The Social Stock Exchange (SSE) framework has been operationalized through amendments to key SEBI regulations, namely the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), and various SEBI circulars. The primary objective of this framework is to facilitate fund-raising by eligible Social Enterprises, particularly Not for Profit Organizations (NPOs), through a dedicated SSE platform.
To further support funding avenues, SEBI amended the SEBI (Alternative Investment Funds) Regulations, 2012 (AIF Regulations), enabling Social Impact Funds (SIFs) to invest in securities issued by NPOs that are registered or listed on the SSE. This measure was aimed at promoting institutional and alternative investment flows into the social sector.
With the objective of strengthening the SSE framework, simplifying fund-raising processes, and encouraging wider participation by NPOs, SEBI—after consultation with the Social Stock Exchange Advisory Committee (SSEAC)—undertook a review of certain regulatory provisions. Based on these deliberations, SEBI proposed key changes, including reducing the minimum investment amount for individual investors in SIFs, extending the duration for which NPOs can remain registered on the SSE without raising funds, and lowering the minimum subscription requirement for issuing Zero Coupon Zero Principal (ZCZP) instruments.
Under the existing AIF Regulations, SIFs investing exclusively in securities of NPOs registered or listed on the SSE require a minimum individual investment of ₹2 lakh. Following discussions with the SSEAC, SEBI has proposed a significant reduction in this threshold to ₹1,000, with the intention of enhancing retail participation. This proposal has been placed for public consultation in Annexure I.
Additionally, the ICDR Regulations currently allow NPOs to remain registered on the SSE for a maximum period of two years without raising funds. Minimum subscription norms for ZCZP instruments are prescribed under the SSE Master Circular dated January 19, 2026. To further ease compliance and improve fund-raising flexibility, SEBI has proposed extending the registration period for NPOs without fund-raising and revising the minimum subscription requirements for ZCZP issuances. These proposed changes are outlined in a draft circular placed at Annexure II for public comments.
You may submit your comments/suggestions on proposal placed at Annexure - I and the draft circular placed at Annexure - II by XXX, 2026, by using the following link:
https://www.sebi.gov.in/sebiweb/publiccommentv2/PublicCommentAction.do?doPublicComm
