SEBI Revises Norms For The Appointment Of An Independent Third-party Reviewer/certifier For Green Debt Security

SEBI, by way of circular dated 27.02.2026 ("NCS Circular")¹, has revised the norms for appointment of an independent third-party reviewer/certifier for green debt securities. These provisions are applicable with immediate effect.

SEBI has modified the Master Circular for issue and listing of Non-Convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper dated 15.10.2025 ("NCS Master Circular") to align the requirements for appointment of an independent third-party reviewer/certifier for green debt securities with those applicable to social bonds, sustainability bonds and sustainability-linked bonds (collectively, "ESG Debt Securities").

The key modifications include a new requirement for issuers to appoint an independent third party reviewer/certifier who is independent of the issuer and its management, remunerated without conflicts of interest, and possesses expertise in assessing ESG Debt Securities. The scope of such review must be disclosed in the offer document and may take one or more forms recommended bythe International Capital Market Association, namely, Second Party Opinion, Verification, Certification, or Scoring/Rating.

Footnote

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

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