ICDR Regulations

The ICDR Regulations are SEBI's rulebook for raising money from the public. The full name is the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Most of it deals with the ordinary capital market: initial public offers, rights issues, bonus issues, Indian Depository Receipts.

But one chapter belongs to the social sector. Chapter X-A covers the Social Stock Exchange in India. It sets out who counts as a social enterprise, how an NPO registers, and how it raises funds by issuing Zero Coupon Zero Principal instruments.

So for this paper, ICDR is the entry-side rulebook. It governs getting on, and getting money in.

Its companion is the LODR Regulations, which govern what happens after. One admits you. The other keeps you reporting.

A candidate meets ICDR in almost every chapter. It defines an NPO. It defines a For Profit Social Enterprise. It defines a Social Impact Assessor. And it lists which activities a social project may even be about.

What the regulations cover (Chapter 11, section 11.2). The ICDR Regulations describe the rules governing how companies raise capital and disclose information about it, covering initial public offers, rights issues, bonus issues and Indian Depository Receipts, and also in detail the Social Stock Exchanges, Social Enterprises, registration and fund raising by NPOs, and issuance of ZCZPs. Chapter X-A is the part that deals with Social Stock Exchanges in India.

The provisions this paper actually cites.

Definitions ICDR supplies to this paper. The ICDR Regulations define the Not for Profit Organisation and the For Profit Enterprise (both explained in Chapter 1), the term Social Enterprise, and the Social Impact Assessor — an individual registered with a self-regulatory organisation under ICAI or such other agency as SEBI specifies, who has qualified the NISM certification programme and holds a valid certificate.

Two rules candidates are asked for by number. Under the ICDR Regulations an SSE must be accessible to institutional investors, non-institutional investors and retail investors — all three. And securities issued by For Profit Enterprises are listed and traded under the applicable segment with an identifier stating that the scrip is that of a For Profit Social Enterprise, with the FPE meeting the eligibility criteria for the main board, the SME Platform or the Innovators Growth Platform as applicable, in addition to the ICDR criteria.

The eleven minimum initial disclosures (Regulation 292K, Chapter 9, section 9.1.1). The SSE must ensure the fundraising documents contain disclosures on: vision; target segment; strategy; governance; management; operations; finance; compliance; credibility; social impact; and risks. Finance means financial statements for the last three financial years per ICAI's NPO guidelines. Compliance means audited annual accounts for the latest three financial years with no material qualifications or material irregularities reported by the auditor. Social impact must highlight trends in key metrics including number of beneficiaries, cost per beneficiary and administrative overheads. Risks must cover both the risks the NPO sees and the unintended consequences it foresees, with mitigation for each.

Outside the securities market. In May 2026 the Ministry of Corporate Affairs amended the Corporate Social Responsibility Rules to bring in the definitions of NPO and ZCZP instrument in line with the ICDR Regulations, and introduced Rule 4A to enable CSR implementation through ZCZP instruments.

Illustrative NPO; the regulation numbers and disclosure items are the workbook's.

Mahila Udyam Trust, Sangli, wants to raise ₹1,20,00,000 on NSE SSE for a two-year tailoring-livelihood project for 900 women. Every step it takes has an ICDR number behind it.

Filling one of those heads properly. Under social impact, the trust cannot simply write "we empower women". Regulation 292K asks for trends in key metrics. So it discloses:

And the head most NPOs get wrong. Under risks, the trust must disclose not only the risks it sees — machine supply delays, trainer attrition — but the unintended consequences: that a woman trained for tailoring may be pulled into unpaid family production rather than independent earning, and how the trust proposes to mitigate it. Leaving that out is not caution. It is a missed disclosure under 292K.

Where ICDR hands over. Once the issue is listed, the entry rules are done. From then on the trust's quarterly statement of fund utilisation, its annual disclosures and its Annual Impact Report all sit under the LODR Regulations.

Chapter 11 (Key Regulations) gives the ICDR Regulations their own section, 11.2, and its first sample question is pure ICDR recall: "SEBI ICDR regulations cover aspects related to the: IPOs / Rights Issue / Indian Depository receipts / All of the given options." Chapter 9 (Disclosure Norms, 10% weightage) opens with the ICDR disclosure norms and Regulation 292K's minimum initial disclosures for NPOs. Chapters 2 and 3 (10% and 15%) cite Regulations 292E to 292O for eligibility, registration and ZCZP issuance, and Chapter 5 quotes the ICDR definition of a Social Impact Assessor.

The examinable pattern is regulation-number matching. Learn Chapter X-A as the SSE chapter, 292E as eligible activities, 292F(1) as registration criteria, 292I/292J as ZCZP issuance and 292K as minimum initial disclosures, and most ICDR questions become one-step lookups.

• ICDR is 2018; LODR is 2015. Two different years and two different rulebooks. Mixing them up is the commonest error in Chapter 11.
• Chapter X-A of ICDR is the SSE chapter. Chapter IX-A of LODR is the social enterprise obligations chapter. The numbering is almost a mirror image, and questions exploit it.
• ICDR governs the entry side; LODR governs life after listing. Registration, eligible activities and the fundraising document are ICDR. Annual disclosures, materiality, the Annual Impact Report and the statement of fund utilisation are LODR.
• Regulation 292E is the list of eligible activities, not the registration criteria. The criteria are 292F(1).
• An SSE must be accessible to all three investor classes — institutional, non-institutional and retail. Not institutional only.
• An FPE must meet its platform's eligibility criteria in addition to the ICDR criteria, not instead of them, and its scrip carries an identifier marking it as a For Profit Social Enterprise.
• The ICDR definition of a Social Impact Assessor has three limbs — SRO registration, the NISM certification, and a valid certificate. Dropping any one of them makes the definition wrong.
• Compliance disclosure requires three years of audited accounts with no material qualifications or irregularities. Three years, not one, and the auditor's clean record is part of the test.