Revised Norms for appointment of an independent third-party reviewer/certifier for green debt security

HO/17/11/24(1)2026-DDHS-POD1/I/5967/2026 · 2026-02-27 · SEBI Department of Debt and Hybrid Securities

Summary

This circular modifies Chapter IX of the NCS Master Circular to align green debt security requirements with those for other ESG debt securities. It mandates issuers to appoint an independent third-party reviewer or certifier to verify compliance with green definitions and processes. The new provisions regarding the appointment, independence, scope, and disclosure of such reviewers are effective immediately.

Text

Accordingly, the following modifications are hereby made in chapter IX of the NCS Master Circular:

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... in compliance with the following conditions: a) The reviewer shall be independent of the issuer... 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.

The scope of the review(s) conducted by the independent third-party reviewer/ certifier shall be specified in the offer document.

The independent third-party review may take one or more of the following forms recommended by International Capital Market Association: a) Second Party Opinion; b) Verification... c) Certification; d) Scoring / Rating.

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

The provisions of this circular shall be applicable with immediate effect.

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...

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Source: SecMarx — Revised Norms for appointment of an independent third-party reviewer/certifier for green debt security. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.