The Securities and Exchange Board of India (SEBI) had earlier reviewed the regulatory framework governing green debt securities and revised disclosure requirements through a circular dated February 06, 2023, which became applicable for issuances proposed to be listed from April 01, 2023. These provisions were subsequently incorporated in Chapter IX of the Master Circular for issue and listing of Non-Convertible Securities dated October 15, 2025. Later, SEBI expanded the scope of sustainable finance in the securities market through a notification dated December 11, 2024 to include social bonds, sustainability bonds and sustainability-linked bonds under the broader category of ESG debt securities. To align the requirements applicable to green debt securities with the framework prescribed for other ESG debt securities through the circular dated June 05, 2025, SEBI has modified the provisions relating to appointment of independent third-party reviewers.

1. Deletion of Provision

Paragraph 1.8 of Chapter IX of the NCS Master Circular stands deleted.

2. Insertion of New Paragraph 5 in Chapter IX

The following paragraph has been inserted in Chapter IX of the NCS Master Circular:

“5. 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:

1. a) The reviewer shall be independent of the issuer, its directors, senior management and key managerial personnel;
2. b) The reviewer shall be remunerated in a way that prevents any conflicts of interest; and
3. 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 Association:

1. 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.

5.4 The issuer shall ensure that the details regarding the independent third-party reviewer are adequately disclosed in the offer document.”

The circular states that these provisions shall apply with immediate effect.