Master Circular no. HO/49/14/14(6)2025-CFD-PoD1/I/2771/2026; dated: 19.01.2026
1. Introduction: SEBI Releases Master Circular on Social Stock Exchange
The Securities and Exchange Board of India (SEBI) has issued a Master Circular dated 19 January 2026 on the Social Stock Exchange (SSE) Framework. This circular consolidates all earlier circulars and guidelines issued in relation to the functioning, compliance, and fundraising mechanisms of the Social Stock Exchange.
2. Objective and Scope of the Master Circular
The master circular aims to provide a single, comprehensive reference document for stakeholders participating in the Social Stock Exchange ecosystem. It brings together procedural, disclosure, and compliance requirements applicable to Non-Profit Organisations (NPOs) and other eligible entities seeking to raise funds through the SSE platform.
3. Issuance of Zero Coupon Zero Principal Instruments (ZCZP)
A key component of the master circular relates to the issuance of Zero Coupon Zero Principal Instruments (ZCZP) by eligible NPOs. SEBI has detailed the procedural framework governing such issuances, including eligibility conditions, permissible use of funds, and compliance requirements to ensure transparency and accountability in social fundraising.
4. Fundraising Documents and Disclosure Requirements
The circular prescribes the contents of fundraising documents to be issued by NPOs raising funds through ZCZP. It also specifies the minimum initial disclosure requirements, covering governance structure, social objectives, past track record, financial information, and intended impact, thereby strengthening investor and donor confidence.
5. Conclusion: Strengthening the Social Stock Exchange Framework
By issuing this master circular, SEBI has streamlined and clarified the regulatory framework governing the Social Stock Exchange. The consolidation of norms is expected to enhance ease of compliance, improve disclosure standards, and promote effective mobilisation of funds for social enterprises and NPOs through a regulated capital market platform.
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