SEBI/HO/DDHS/DDHS -POD -1/P/CIR/2025/84

regulations · 1992 · State unknown

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Parent: THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 (7c4c1f5343adab106c3a94cafc08a5ecf5957ae7)

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CIRCULAR SEBI/HO/DDHS/DDHS -POD -1/P/CIR/2025/84 To, Issuers who have listed/ propose to list Environment, Social and Governance (ESG) debt securities (other than green debt securities); Recognised Stock Exchanges; Registered Merchant Bankers; Registered Depositories; Registered Debenture Trustee; and Registered ESG Rating Providers Madam/ Sir, Subject: Framework for Environment, Social and Governance (ESG) Debt Securities (other than green debt securities) SEBI in its Board meeting held on September 30, 2024 had inter-alia approved, the proposal to specify the frameworks for issuance of social bonds, sustainability bonds and sustainability-linked bonds, which together with green debt securities, will be termed Environment, Social and Governance (ESG) Debt Securities. Pursuant to the inputs and feedback of Industry Standards Forum (ISF) 1 , the following circular is issued. Regulation 2(1)(oa) of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations 2021 ( ' SEBI NCS Regulations ' ) defines ESG debt securities as under: " Environment, Social and Governance Debt Securities or "ESG Debt Securities" means green debt securities, social bonds, sustainability bonds, sustainability-linked bonds, or any other type of bonds, by whatever name called, that are issued in accordance with such international frameworks as adapted or adjusted to suit Indian requirements that are specified by the Board from time to time, and any other securities as specified by the Board . " Further, in terms of Regulation 2(1)(q) of the SEBI NCS Regulations "Green debt security" means a debt security issued for raising funds subject to the conditions as may be specified by the Board from time to time, to be utilised for project(s) and/ or asset(s) falling under certain categories menti

Rule TOC

12A · of the SEBI NCS Regulations reads as under: "I "Issuance of Environment, Social and Governance Debt Securities

1 · In line with its commitment to facilitate capital formation in the economy and ease of doing business, SEBI has set up various Industry Standards Forums including ISF for debt market, comprising of representatives from Industry Associations under the aegis of the Stock Exchanges. The ISF would formulate standards for implementation of specific regulations and circulars, based on feedback from industry and stakeholders, in consultation with SEBI.

12A · An issuer desirous of issuing and listing of Environment, Social and Governance Debt Securities shall comply with such conditions as may be specified by the Board. "

2 · KPI: Key Performance Indicators are quantifiable metrics used to measure the performance of selected indicators.

3 · SPT: Sustainability Performance Targets are measurable improvements in key performance indicators on to which issuers commit with a predefined timeline. SPTs should be ambitious, material and where possible benchmarked and consistent with an issuer's overall sustainability/ESG strategies or sustainable development policies.

4 · Master Circular for issue and listing of Non-Convertible Securities, Securitized Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper dated May 22, 2024

5 · Purpose-washing may be defined as 'making false, misleading, unsubstantiated, or otherwise incomplete claims about the purpose for which bonds are issued .

6 · https://www.icmagroup.org/assets/documents/Sustainable-finance/2022-updates/External-Review-Guidelines_June-2022-280622.pdf

7 · The target setting exercise should be based on a combination of benchmarking approaches: