Recent Amendments to the Social Stock Exchange Framework: Reporting and Eligibility Updates

SEBI in a circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/202 dated September 19, 2025 has made following modifications to its framework on Social Stock Exchange. These changes reflect an increasing tendency to track impact as a metric of credibility of non-profits. The modifications were made to align with one amendment made in the Issue of Capital and Disclosure Regulations (ICDR) and four amendments Listing Obligations and Disclosure Requirements (LODR). Below is a summary of key changes.

I.                 Definition of Not-for-Profit Organisations

1. In the amendment in the ICDR Regulations, the list of entities that can be considered as an ‘not for profit organisations (NPOs)’ has been expanded which would allow a greater number of entities to be registered and listed in the Social Stock Exchange (SSE). A trust registered under the Indian Registration Act, 1908, in States that have not enacted a specified Trusts Law will also be considered as an NPO. The amendment now extends the eligibility to not only include entities registered under Companies Act, 2013 but also, the entities registered under the Companies Act, 1956. Through this amendment the list of entities that can be considered ‘not for profit organisations’ has been widened.

Table I. The amendments made in Regulation 292A of ICDR

Sr. No.	Original Language	Amended Language
a.	Entities must be registered in India as one of the below: i) a charitable trust registered under the public trust statue of the relevant State ii) a charitable trust registered under The Societies Registration Act, 1860 iii) a charitable trust registered under the Indian Trusts Act, 1882 iv) a company incorporated under section 8 of the Companies Act, 2013	Entities must be registered in India as one of the below: i)  a charitable trust registered under the Indian Trusts Act, 1882 ii)  a charitable trust registered under the public trust statue of the relevant State iii)  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 iv)  a    charitable    society registered   under   the Societies Registration Act, 1860 v)  a   charitable society registered under   the Societies Registration Act of the relevant State vi)  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.

II.                Annual disclosure by NPOs on SSE

1. The entities registered in Social Stock Exchange are now required to make the following disclosures as per the updated timeline. Before the amendment, all disclosures were to be made within 60 days from the end of the financial year. However, after the amendment, the timeline has been divided into two parts. Some disclosures continue to follow the previous 60-day from the end of the financial year, while others (all financial disclosures) must now be made on an annual basis by 31st October each year or before the due date for filing the income tax return as prescribed under the provisions of the Income Tax Act, 1961, whichever is later.

2. Entities that have raised funds through the social stock exchanges are expected to submit an Annual Assessment Report on an annual basis by 31st October each year or before the due date for filing the income tax return as prescribed under the provisions of the Income Tax Act, 1961, whichever is later.

3. The Annual Assessment report shall cover at least 67% of the program expenditure in the previous financial year. The report shall be assessed by Social Impact Assessors and the certification provided shall be submitted along with the Annual Impact Report. In case of entities registered under SSE but that have not raised funds, can submit a self-certified AIR.

4. The term Social Auditors has been substituted with the term Social Impact Assessor, in the ICDR regulations.

5. “Social Impact Assessment Organisation” is now defined as any entity which has

(i)  employed Social Impact Assessor(s) with a track record of minimum three years in conducting social impact assessment; or

(ii)  employed at least two full time Social Impact Assessors, each with a minimum experience of three years, in conducting social impact assessment, who shall sign the social impact assessment report

Table II. 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 Regulation.

Sr. No.	Original Language	Amended Language
a.	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 organisation (legal and popular name) ii. Location of headquarters and location of operations iii. Vision / Mission / Purpose iv. Organisational goals, activities, products and services v. Outreach of organisation (Type and number of direct, indirect and institutional beneficiaries /stakeholders reached) vi. Scale of operations (Including Employee and Volunteer strength) vii. Details of top donors or investors of organisation list of Top 5 donors or investors (budget wise) viii. Details of top 5 programs in disclosure period list of Top 5 interventions/programs (budget wise) 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. Reporting of related party transactions. viii. Mechanisms for advice and concerns about ethics, along with conflict of interest and communicating other critical concerns ix. Remuneration Policies x. Stakeholder grievance, process of grievance redressal and number of grievances received and resolved xi. Compliance management process and statement of compliance from senior decision maker xii. Organisation   registration   certificate   and   other   licenses   and certifications (12A, 80G, FCRA, GST, etc.) c. Disclosures on Financial aspects: i. Financial Statement (Balance Sheet, Income statement and Cash Statement). Also program wise fund utilisation for the year ii. Auditors report and auditor details	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 organisation (legal and popular name) ii.   Location of headquarters and location of operations iii.   Vision / Mission / Purpose iv.   Organisational 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 grievances received and resolved x. Organisation registration certificate   and other licenses and certifications (12A, 80G, FCRA, GST, etc.) 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 organisation (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 utilisation for the year ii.   Auditors report and auditor details.
b.	All Social Enterprises (SEs) will have to provide a duly audited Annual Impact Report (AIR) to SSE within 90 days from the end of Financial Year.	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.
c.	In case an NPO is only registered without listing any security, the AIR 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.	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.
d.	The AIR shall be audited by Social Auditors, and the SEs shall disclose the report of the Social Auditor along with AIR.	The AIR shall be assessed by Social Impact Assessors, and the SEs shall disclose the report of Social Impact Assessors along with AIR.

The evolution of the SSE, from its conceptualisation to its active implementation and continuous refinement, underscores India's progressive approach to social finance. We will continue to track these developments and provide further insights in our upcoming editions.