Companies (Corporate Social Responsibility Policy) Amendment Rules, 2026

The Ministry of Corporate Affairs, through the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2026, has introduced a new framework allowing companies to undertake Corporate Social Responsibility (CSR) activities through subscription to a zero coupon zero principal instrument issued by a Not for Profit Organization (NPO) registered with the Social Stock Exchange segment of a recognised stock exchange. The amendment defines both “Not for Profit Organization” and “zero coupon zero principal instrument” within the CSR Rules. A company may use such instruments for CSR implementation, subject to a cap of 10% of its total CSR expenditure for the relevant financial year. Companies subscribing to these instruments are exempt from conducting impact assessments of projects funded through them. The issuing NPO must implement projects within a period not exceeding three succeeding financial years and, upon termination of listing, transfer any unspent amount to a Schedule VII fund and submit a compliance report to SEBI. The rules take effect immediately upon publication.

MINISTRY OF CORPORATE AFFAIRS
NOTIFICATION
New Delhi, the 27th May, 2026

G.S.R. 415(E).— In exercise of the powers conferred by section 135 and sub-sections (1) and (2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Corporate Social Responsibility Policy) Rules, 2014, namely:-

1. Short title and commencement. – (1) These rules may be called the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2026.

(2) They shall come into force on the date of their publication in the Official Gazette.

2. In the Companies (Corporate Social Responsibility Policy) Rules, 2014 (hereinafter referred to as the said rules), in rule 2, in the sub-rule (1), –

(i) after clause (h), the following clause shall be inserted, namely: –

‘(ha) “Not for Profit Organization” has the same meaning as in clause (e) of regulation 292A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.’;

(ii) after clause (k), the following clause shall be inserted, namely: –

‘(l) “zero coupon zero principal instrument” means an instrument declared as a security that is issued by a Not for Profit Organization registered with the Social Stock Exchange segment of a recognised Stock Exchange in accordance with the regulations made by the Securities and Exchange Board of India.’.

3. In the said rules, after rule 4, the following rule shall be inserted, namely:-

“4A Corporate Social Responsibility implementation through zero coupon zero principal instrument.-

(1) A company may carry out Corporate Social Responsibility activities through a zero coupon zero principal instrument:

Provided that the expenditure incurred for such instrument shall not exceed ten percent of the total Corporate Social Responsibility expenditure of such company for that financial year.

(2) The company that has subscribed in a zero coupon zero principal instrument shall be exempted from undertaking impact assessment of any project funded by such an instrument.

(3) The Not for Profit Organisation issuing the zero coupon zero principal instrument and raising fund therefrom shall-

(a) undertake a project with a duration not more than three succeeding financial years from the issue of such zero coupon zero principal instrument; and

(b) on termination of listing of such zero coupon zero principal instrument, transfer the unspent amount to any fund included in Schedule VII to the Act and submit its compliance report to the Securities Exchange Board of India;

(4) The provisions of rule 4, except sub-rules (5) and (6) shall be applicable to the implementation of Corporate Social Responsibility through a zero coupon zero principal instrument.”

[e-F. No. CSR-10/13/2025-CSR-MCA]
RAHUL JAIN, Jt. Secy.

Note: The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide notification number G.S.R. 129(E), dated the 27^th February, 2014 and subsequently amended by notification numbers G.S.R. 644(E), dated the 12^th September, 2014, G.S.R. 43(E), dated the 19^th January, 2015, G.S.R. 540(E), dated the 23^rd May, 2016, G.S.R. 895(E), dated the 19^th September, 2018, G.S.R. 526(E), dated the 24^th August, 2020, G.S.R. 40(E), dated the 22^nd January, 2021, G.S.R. 715(E), dated the 20^th September, 2022 and G.S.R. 452(E), dated the 7^th July, 2025.