The Securities and Exchange Board of India (SEBI) issued a circular amending Chapter IX of its master circular on the issue and listing of non-convertible securities to revise the norms for appointing an independent third-party reviewer or certifier for green debt securities. The changes align the green debt security reviewer framework with SEBI’s operational framework for other Environment, Social and Governance (ESG) debt securities. Under the revised approach, issuers must appoint an independent third-party reviewer or certifier to assess whether the issuance meets the definition of green debt securities under Regulation 2(1)(q) of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, including reviewing processes such as project evaluation and selection criteria and eligible project categories. The reviewer must be independent of the issuer and its directors and senior management, be remunerated in a way that prevents conflicts of interest, and have expertise in assessing ESG debt securities; the scope of the review must be set out in the offer document. SEBI also specified that external review may take the form of a second party opinion, verification (including where proceeds are used for refinancing), certification, or scoring or rating, and issuers must adequately disclose reviewer details in the offer document. The revised provisions apply with immediate effect.

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