Among SEBI guidelines for the Social Stock Exchange (SSE), the most important eligibility filter is the test of "primacy of social intent" under ICDR Regulation 292E. Before an organisation can be identified as a Social Enterprise and register on the SSE, it must show that serving a disadvantaged population is genuinely at the core of what it does. This post explains what that means, the enumerated eligible activities, and how the 67% test works on a three-year average.
What does "primacy of social intent" mean?
Regulation 292E sets out when an entity qualifies as a Social Enterprise for the purpose of the SSE. The core requirement, in Reg 292E(1), is that the entity establishes the primacy of its social intent. In practice this is a two-part check: the entity must carry on the right kind of work (an eligible activity), and it must direct enough of that work at the people it is meant to serve (the target population).
This is separate from the question of what legal form the entity takes. The entity-type definition of a Social Enterprise (a Not for Profit Organisation or a For Profit Social Enterprise) sits in the surrounding definition provisions of the regulations; the substantive social-intent test lives in Reg 292E(2). The two should not be conflated.
Which activities count as eligible activities?
Reg 292E(2)(a) requires the entity to be engaged in at least one of the eligible activities listed by SEBI. The list is broad and covers most areas of development work in India. Examples from the enumerated list include:
Eradicating hunger, poverty, malnutrition and inequality.
Promoting health care, including mental health care, sanitation, and making available safe drinking water.
Promoting education, employability and livelihoods.
Promoting gender equality and the empowerment of women and other marginalised groups.
Ensuring environmental sustainability and addressing climate change, including forest and wildlife conservation.
Slum area development, affordable housing, and other interventions for sustainable and resilient cities.
Disaster management, including relief, rehabilitation and reconstruction, and promoting financial inclusion.
The full list is longer and also allows for any other area identified by SEBI or the Government of India. Engaging in an eligible activity satisfies the first limb; on its own it is not enough.
How does the 67% test work?
Reg 292E(2)(c) is the quantitative threshold. It requires that at least 67% of the entity's activities qualify as eligible activities provided to members of the target population. SEBI allows this to be established through any one of three bases, each measured on the immediately preceding three-year average:
Revenue: at least 67% of the three-year average of revenue comes from providing eligible activities to the target population.
Expenditure: at least 67% of the three-year average of expenditure has been incurred on providing eligible activities to the target population.
Beneficiary base: members of the target population to whom eligible activities were provided make up at least 67% of the three-year average of the total customer base and/or total number of beneficiaries.
Using a three-year average smooths out a single unusual year and asks for a sustained pattern of serving the target population rather than a one-off. An entity needs to satisfy only one of the three bases, so it can choose whichever of revenue, expenditure, or beneficiary count best reflects its work and is supported by its records.
Who counts as the target population?
The 67% is not measured against just any beneficiaries. It must be the target population: under-served or less-privileged population segments, or regions that have recorded lower performance in the development priorities of the central or state governments. The point of the test is to direct SSE-linked support towards groups and areas that are genuinely disadvantaged, not towards the general public.
Which entities does the test apply to?
The primacy of social intent test applies to both kinds of Social Enterprise: a Not for Profit Organisation (a charitable trust, a society, or a Section 8 company) and a For Profit Social Enterprise. Either way, the entity must meet the eligible-activity requirement in Reg 292E(2)(a) and the 67% target-population requirement in Reg 292E(2)(c) before it can be identified as a Social Enterprise. Corporate foundations, political organisations, professional or trade associations, infrastructure companies, and housing finance companies are among those that the regulations exclude from being treated as Social Enterprises.
For an NPO, this social-intent test sits alongside the other SSE registration conditions, such as a minimum operating history, valid 12A or 12AB and 80G registration, and minimum spend and funding thresholds. You can read more in our SEBI guidelines explainer, and our SSE registration page covers how the registration process fits together.
Sources
SEBI Master Circular for the framework on Social Stock Exchange (19 January 2026)
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
This is a general explainer based on SEBI's ICDR Regulations and is not legal or financial advice. Regulatory wording and thresholds can change; confirm the current position against the text of Regulation 292E and SEBI's circulars, or take professional advice, before acting.