Registration and Listing on Social Stock Exchanges — the ground floor

Two exchanges, one rulebook

In India there is no separate "social" exchange building. The two big stock exchanges each run a social wing under SEBI's rules:

• NSE SSE — the Social Stock Exchange of the National Stock Exchange
• BSE SSE — the Social Stock Exchange of the Bombay Stock Exchange

SSEs direct social enterprises to follow the rules and regulations framed by SEBI. So when this chapter says "the SSE requires", the rule behind it is SEBI's.

This chapter answers three questions. Who may get on? What must they disclose? How do they list?

Step 1 — Is this a social enterprise at all?

A social enterprise (SE) can raise funds through the SSE only after meeting these prior conditions.

(a) Primacy of social intent. The SE must establish that social impact is its primary intent. The workbook ties this to the 17 goals. The SE may deliver products, services or programmes, or work on research, policy analysis, awareness building, governance or capacity building.

(b) Target population. Its activities must focus on underserved or underprivileged people, or on regions that have recorded lower performance in the development priorities of national or state governments. The workbook names SC, ST and OBC members, people with special needs, the elderly, children, at-risk adolescents, migrants and displaced persons.

(c) Predominance — for-profit enterprises only. A For Profit Enterprise (FPE) must have at least 67% of its activities qualifying as eligible activities to the target population. It can show this by any one or more of three tests:

(d) Tax registration. A registration certificate under section 12A / 12AA / 12AB / 10(23C) / 10(46) must be valid for at least the next 12 months. Entities registered under 12A / 12AA / 12AB also need a valid 80G registration under the Income Tax Act, 1961.

(e) Who is shut out. These are ineligible to be identified as a social enterprise:

• Corporate foundations
• Political or religious organisations or activities
• Professional or trade associations
• Infrastructure and housing finance companies — except affordable housing

Step 2 — NPO or FPE?

After the eligibility test, the next question is the type of entity.

A Not for Profit Organisation (NPO) must meet the eligibility requirements to register on the SSE. After registering, it may decide whether or not to list. The minimum requirements for NPO registration are specified by SEBI through its circulars.

A For Profit Enterprise (FPE) shall not seek registration or listing unless it is registered as a company under the Companies Act, 2013 (or the erstwhile Companies Act, 1956). It must also comply with SEBI's rules for issuing and listing equity or debt securities.

Why NPO registration exists — the three-fold purpose

The workbook gives three purposes:

1. A common platform — it brings interested NPOs onto one set of legal requirements for accessing the SSE.
2. A cultural shift — it moves NPOs towards a disclosure-driven fundraising system.
3. A signal — it lets NPOs, especially smaller ones, signal the primacy of social impact and the quality of their governance and transparency, even if they do not list any security now.

The payoff is reputation value. Being registered tells donors the NPO has met the mandatory criteria, including annual reporting.

The mandatory criteria for NPO registration

These sit in Table 3.1, read with Regulation 292F(1) of the SEBI ICDR Regulations, 2018. Note that they include a minimum size, measured by funds received and deployed. That ensures the NPO has an adequate track record.

Legal forms that qualify. The NPO must be registered in India as one of six forms:

The rest of the table:

The stock exchanges may refuse registration if pending notices or scrutiny cases are grave enough to endanger the NPO's registration under the Income-tax Act or other laws.

Registered but not raising funds. By a SEBI circular of April 15, 2026, an NPO may register on an SSE and not raise funds through it for two years from the date of registration. That period may be extended by one additional year, subject to approval by the SSE.

Rights, obligations and the Risk Disclosure Document

The SGC — the Social Stock Exchange Governing Council that every SSE must constitute (Chapter 2) — lays down the Rights and Obligations of NPOs and FPEs that wish to list. It also lays down the nuances of the Risk Disclosure Document (RDD).

The RDD contains important information on risks involved with trading on the stock exchanges. All social enterprises must read it, so they understand the relationship they are entering and their exposure to risk.

What must be disclosed, and when

Chapter IX-A of the SEBI LODR Regulations sets out the disclosures.

FPEs with designated securities listed follow the same disclosure requirements as issuers listed on the Main Board, the SME Exchange or the Innovators Growth Platform, as the case may be.

NPOs registered on the SSE — including those whose securities are listed — make annual disclosures:

In both cases SEBI may specify another period. The SSE may also specify additional matters that an NPO must disclose annually.

Listing — where the securities go

FPEs are governed by existing SEBI rules: the ICDR Regulations and the LODR Regulations, 2015. They list on the appropriate existing boards:

• Debt securities — the main boards
• Equity securities — the main board (NSE/BSE), the SME platform (NSE-EMERGE/BSE SME) or the Innovators Growth Platform (IGP)

As part of pre-listing, an NPO must provide audited financial statements for the previous 3 years and social impact statements.

The eleven differentiators

The offer documents of social enterprises must disclose aspects called "differentiators". For FPEs these are in addition to what SEBI already requires for equity or debt.

Funders and investors use these to tell similar NPOs apart and make informed decisions.

Program-specific or project-specific listings need greater detail about the NPO's track record and impact in that programme's target segment. The NPO must also publicly display on its website all information submitted for pre-listing and post-listing.

The SSE lays down procedures and workflows for registration, listing, delisting, accounting, disclosures and fees. The workbook reproduces NSE SSE's application form and undertakings (Annexures 3 to 5) for illustration only. Among other things, the form asks for the NGO Darpan portal ID, material litigation in the past 3 financial years, the top 10 donors for the last 3 FY, and the statutory auditor's Firm Registration Number.

Five benefits of being on an SSE

As set out by NSE SSE:

1. Improved market access — a common, structured meeting ground between SEs and investors or donors, with inbuilt regulation.
2. Synergy between investors and investees — a wider canvas lets people with similar missions connect.
3. Performance based philanthropy — listed enterprises are monitored, building a culture of social return.
4. Minimal registration cost — minimal fees for registration and listing save cost for issuer and donor.
5. Additional avenue for SEs — governments carry the biggest onus for the SDGs; the SSE adds an alternate route to raise funds.