The Securities and Exchange Board of India (SEBI) on April 15, 2026, issued a circular introducing key relaxations under the Social Stock Exchange (SSE) framework to promote ease of fundraising and enhance participation by Not-for-Profit Organizations (NPOs).
As part of the reforms, SEBI has extended the validity period for NPO registration on the SSE from two years to three years, even if the organization does not undertake fundraising during this period. The additional one-year extension will be subject to approval by the Social Stock Exchange.
Further, SEBI has reduced the minimum subscription requirement for issuance of Zero Coupon Zero Principal (ZCZP) Instruments from 75% to 50%, provided that the funds raised are sufficient to ensure meaningful implementation of the stated social objectives. The SSE is required to conduct due diligence before granting in-principle approval for such partial fundraising, ensuring that the reduced subscription level still allows viable project execution.
Additionally, in cases of under-subscription, NPOs must disclose in their fundraising documents the strategy for raising the remaining funds and the potential impact on achieving their social objectives. If the minimum subscription threshold (either 75% or 50%, as applicable) is not met, the funds must be refunded.
These changes have been incorporated through amendments to the relevant provisions of the SEBI Master Circular dated January 19, 2026, and come into immediate effect.
[HO/49/14/(10)2026-CFD-POD1/I/9380/2026]
