Draft Circular; Dated: 03.07.2025
The Securities and Exchange Board of India (SEBI) has proposed a new framework for a dedicated SSE Electronic Book Provider (SSE-EBP) platform aimed at streamlining fundraising by Not-for-Profit Organisations (NPOs) through the Social Stock Exchange (SSE). This initiative is part of SEBI’s continued efforts to improve transparency, accessibility, and efficiency in the fundraising process for NPOs.
1. Objective of the Proposed Framework
The key objective of this proposed framework is to facilitate the issuance of:
- Zero Coupon Zero Principal (ZCZP) instruments, and
- Other SEBI-permitted securities
The platform will offer a unified bidding and settlement mechanism, simplifying the fundraising process for eligible NPOs and their investors.
2. Mandatory Use of SSE-EBP for Large Fundraising
Under the draft circular, NPOs intending to raise ₹50 lakh or more—either in a single issue or through shelf issues—must mandatorily use the SSE-EBP platform.
3. Eligible Participants and Restrictions
The SSE-EBP will be accessible to a broad category of investors:
- Qualified Institutional Buyers (QIBs)
- Non-Institutional Investors (NIIs)
- Retail Investors
However, certain entities will not be permitted to participate:
- Foreign Portfolio Investors (FPIs)
- Foreign Funds
- Funds backed by foreign investors
4. Bidding Process and Timings
The bidding process on the SSE-EBP platform shall follow a standardised time window:
- Timings – 9:00 AM to 5:00 PM
- Days – Working days of recognised stock exchanges
Issuers must specify the duration of the bidding window in their official bidding announcement. They may also submit a list of interested participants for a specific issue at least one hour before the bidding begins.
5. Filing Requirements for Issuers
Issuers are required to submit specific documents in advance, including:
- A Draft Fund Raising Document (DFRD)
- A Term Sheet containing:
-
- Issue size
- Bidding terms
- Minimum lot size
- Mode of allotment
Filing Deadlines:
- Two working days before the issue date
- Five working days prior, if the issuer is accessing the platform for the first time
6. Penal Provisions for Withdrawal
Issuers who withdraw from an issue without valid reasons may face temporary debarment from the platform:
-
Penalty – Ban from the SSE-EBP platform for 7 days
Exceptions to the penalty include:
- Issues that receive less than 75% subscription, or
- Investor defaults on committed payments
7. Public Comments Invited
SEBI has invited public comments on the proposed framework. Stakeholders can submit their feedback by July 24, 2025.
Click Here To Read The Full Circular
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