**Executive Summary**
This circular, issued by the Securities and Exchange Board of India (SEBI) on February 27, 2026, revises the norms for the appointment of an independent third-party reviewer/certifier for green debt securities. These revisions aim to align the requirements for green debt securities with those specified for social bonds/sustainability bonds. The modifications are made to Chapter IX of the NCS Master Circular and are effective immediately.
**Key Points / Main Content**
* **Background:**
* SEBI reviewed the regulatory framework for green debt securities in February 2023.
* Amendments were made effective April 1, 2023 and incorporated into Chapter IX of the NCS Master Circular.
* SEBI expanded the scope of sustainable finance to include social, sustainability, and sustainability-linked bonds, collectively termed ESG Debt Securities.
* **Modifications to the NCS Master Circular:**
* Paragraph 1.8 of Chapter IX of the NCS Master Circular is deleted.
* Paragraph 5 is inserted into Chapter IX, outlining the requirements for an independent third-party reviewer/certifier.
* **Requirements for Independent Third-Party Reviewer/Certifier (Paragraph 5):**
* The issuer must appoint an independent third-party reviewer/certifier to ensure that the green debt security issuance aligns with Regulation 2(1)(q) of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021.
* The reviewer/certifier must be independent of the issuer and its personnel.
* The reviewer/certifier must be remunerated in a way that prevents conflicts of interest and should have expertise in assessing ESG debt securities.
* The scope of the review must be specified in the offer document.
* The third-party review can take the form of a second-party opinion, verification, certification, or scoring/rating.
* The details of the independent third-party reviewer must be adequately disclosed in the offer document.
* **Applicability and Availability:**
* The provisions of this circular are applicable with immediate effect.
* The circular is available on the SEBI website under "Legal → Circulars”.
**Impact Analysis**
**Impact: All Issuers who have listed/ propose to list green debt securities**
* Issuers need to ensure compliance with the revised norms for appointing an independent third-party reviewer/certifier for green debt security issuances.
**Action Required:**
* Appoint an independent third-party reviewer/certifier that meets the specified criteria in the updated circular.
* Ensure adequate disclosure of the reviewer's details in the offer document.
**Impact: Recognized Stock Exchanges, Recognized Depositories, All Registered Merchant Bankers, All Registered Debenture Trustees, All Registered Credit Rating Agencies and All Registered ESG Ratings Providers**
* These entities are responsible for monitoring and ensuring compliance with the revised norms by issuers of green debt securities.
**Action Required:**
* Update their respective processes and guidelines to align with the circular's requirements.
* Ensure that the issuers of green debt securities comply with the revised norms.
Key Entities Referenced
SEBI: The primary regulator issuing the circular and responsible for regulating securities markets in India.
Securities and Exchange Board of India Act, 1992: The Act that empowers SEBI to issue regulations and circulars.
SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021: Regulations governing the issuance and listing of non-convertible securities.
NCS Master Circular: Master Circular for issue and listing of Non-Convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper, which is being modified by this circular.
Green debt securities: Subject of the circular, focusing on norms for third-party review/certification.
CIRCULAR
HO/17/11/24(1)2026-DDHS-POD1/I/5967/2026 February 27, 2026
To,
All Issuers who have listed/ propose to list green debt securities,
Recognized Stock Exchanges,
Recognized Depositories,
All Registered Merchant Bankers,
All Registered Debenture Trustees,
All Registered Credit Rating Agencies and
All Registered ESG Ratings Providers
Madam/ Sir,
Subject: Revised Norms for appointment of an independent third-party reviewer/
certifier for green debt security
1. During February 2023, SEBI undertook a review of the regulatory framework for green
debt securities and modified the initial and continuous disclosure requirements for
issue and listing of green debt securities, vide circular dated February 06, 20231. Such
requirements were made applicable for issuances of green debt securities (proposed
to be listed) with effect from April 01, 2023. The provisions of the said circular are now
incorporated in Chapter IX of the Master Circular for issue and listing of Non-
Convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal
Debt Securities and Commercial Paper [Ref. No. SEBI/HO/DDHS/DDHS-
PoD/P/CIR/2025/0000000137] dated October 15, 2025 (hereinafter referred to as
“NCS Master Circular”).
1 SEBI circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/023 dated February 06, 2023
Page 1 of 42. Chapter IX of the NCS Master Circular specifies requirements regarding appointment
of a third-party reviewer/ certifier in respect of the initial and continuous disclosure
requirements for green debt securities. (Paragraph 1.8 and 3 of Chapter IX)
3. SEBI, vide amendment notification dated December 11, 2024, expanded the scope of
sustainable finance in Indian securities market to include “social bonds, sustainability
bonds and sustainability-linked bonds”, which together with green debt securities are
termed “Environment, Social and Governance (ESG) Debt Securities”.
4. Subsequently, SEBI, vide circular dated June 05, 2025, specified the operational
framework for ESG Debt Securities (other than green debt securities), prescribing
initial disclosure requirements, continuous disclosure requirements and requirements
relating to appointment of an independent third-party reviewer/ certifier.
5. In order to align the requirements for appointment of an independent third-party
reviewer/ certifier for green debt securities with that specified for social bonds/
sustainability bonds, issued vide circular dated June 05, 2025, it has been decided to
modify chapter IX of the NCS Master Circular.
6. Accordingly, the following modifications are hereby made in chapter IX of the NCS
Master Circular:
6.1. Paragraph 1.8 of Chapter IX of the NCS Master Circular stands deleted.
6.2. Insertion of following paragraph as “paragraph 5” in Chapter IX of the NCS Master
Circular:
Page 2 of 45.Independent third-party reviewer/ certifier:
5.1 The issuer shall appoint an independent third-party reviewer/ certifier to
ascertain that the issuance of green debt securities is in accordance with
the definition specified under Regulation 2(1)(q) of the SEBI (Issue and
Listing of Non-Convertible Securities) Regulations, 2021, including
review/ certification of the processes, including project evaluation and
selection criteria, project categories eligible for financing by green debt
security, etc., in compliance with the following conditions:
a) The reviewer shall be independent of the issuer, its directors, senior
management and key managerial personnel;
b) The reviewer shall be remunerated in a way that prevents any conflicts
of interest; and
c) The reviewer shall have expertise in assessing ESG debt securities.
5.2 The scope of the review(s) conducted by the independent third-party
reviewer/ certifier shall be specified in the offer document.
5.3 The independent third-party review may take one or more of the following
forms recommended by International Capital Market Association2:
a) Second Party Opinion;
b) Verification, including the cases where proceeds are to be utilised
for the purpose of re-financing;
c) Certification;
d) Scoring / Rating.
2https://www.icmagroup.org/assets/documents/Sustainable-finance/2022-updates/External-Review-
Guidelines_June-2022-280622.pdf
Page 3 of 45.4 The issuer shall ensure that the details regarding the independent third-
party reviewer are adequately disclosed in the offer document.
7. The provisions of this circular shall be applicable with immediate effect.
8. The Circular is issued in exercise of the powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 read with Regulation 55 (1) of the
SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 to protect
the interest of investors in securities and to promote the development of, and to
regulate the securities market.
9. This Circular is available at www.sebi.gov.in under the link “Legal Circulars”.
Yours faithfully,
Rohit Dubey
General Manager
Department of Debt and Hybrid Securities
+91-022 2644 9510
rohitd@sebi.gov.in
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