Notification F. No. SEBI/LAD-NRO/GN/2025/261, Dated 08.09.2025
1. Introduction
The Securities and Exchange Board of India (SEBI) has notified an amendment to Regulation 91C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2025 (LODR). This amendment seeks to strengthen compliance and transparency requirements for Not for Profit Organizations (NPOs) and Social Enterprises registered or listed on Social Stock Exchanges (SSEs).
2. Annual Disclosure Requirements
Under the revised norms, Not for Profit Organizations registered or listed on SSEs are required to make annual disclosures to the Exchange(s). These include:
Financial disclosures by October 31 each year or before the due date for filing the income tax return, whichever is later, or within such other period as may be specified.
Non-financial disclosures within 60 days from the end of the financial year.
These disclosure requirements ensure that both financial and impact-related information is made available to stakeholders in a timely and transparent manner.
3. Annual Impact Reporting for Social Enterprises
SEBI has also mandated that a Social Enterprise registered on a Social Stock Exchange, even if it has not raised funds, must submit a self-certified annual impact report. This provision ensures that the enterprise continues to demonstrate accountability and remains aligned with the social objectives for which it was registered, irrespective of fundraising activity.
4. Conditions for NPOs Without Fundraising
The amendment further provides that a Not for Profit Organization registered on an SSE may remain without raising funds for a maximum of two years from the date of registration, or such extended period as may be specified by SEBI. After this period, the NPO must have at least one listed project on the exchange. Failure to do so will result in the cessation of its registration, ensuring only active and compliant organizations remain on the platform.
5. Conclusion
The amendment to Regulation 91C reinforces SEBI’s commitment to enhancing governance, accountability, and transparency in the social sector. By mandating structured disclosures, annual impact reporting, and time-bound fundraising requirements, SEBI aims to build investor confidence in Social Stock Exchanges while ensuring that registered NPOs and Social Enterprises remain active contributors to social development.
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