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SEBI’s ESG debt framework sets new global benchmark

ESG debt rules from SEBI

While the new ESG rules raise market credibility, the high compliance burden may deter mid-market firms and fragment India’s green finance space.

SEBI’s ESG debt rules mark a civilisational reset: In a decisive regulatory push, the Securities and Exchange Board of India has unveiled a comprehensive framework to govern ESG-labelled debt securities. For the first time, social bonds, sustainability bonds, and sustainability-linked bonds have been brought under a unified, enforceable architecture. Green bonds will continue to be governed separately, but the new rules mark a critical evolution: India’s ESG finance is transitioning from broad declarations to verifiable commitments. This is not a nod to global fashion—it is a bet on trust, backed by rules.

Environmental, Social and Governance (ESG) principles may have gained prominence through Western metrics, but their ethical underpinnings are anything but alien to Indian civilisation. Long before ESG became a financial acronym, Indian traditions embodied its core values. From ancient water conservation systems and grassroots resource-sharing to Gandhian ideas of trusteeship in business and democratic decision-making through panchayats, sustainability was not a strategy—it was a way of life.

What distinguishes today’s ESG from its civilisational roots is formalisation. Where tradition relied on moral agency and informal norms, modern capital markets demand disclosures, surveillance, and enforceability. SEBI’s framework, therefore, is not just regulatory housekeeping—it is a civilisational alignment. It translates timeless Indian values into the language of global finance.

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Building investor trust with credible signals

The central intent of the framework is to restore and deepen trust in ESG-labelled debt. By mandating initial disclosures at the time of issuance and sustained reporting thereafter, it seeks to eliminate opacity, vague ambition and “purpose-washing” that have plagued ESG claims globally. The insistence on third-party review introduces an objective filter—ensuring that investor decisions are guided by verifiable metrics, not merely issuer narratives.

This regulatory ambition is timely. Between 2017 and April 2025, India’s listed ESG debt market has mobilised Rs 6,953 crore. While modest, this figure represents early potential. Globally, sustainable debt issuance in 2024 reached $1.125 trillion, reversing the downward trends of the previous two years. Yet, the very foundation of this recovery—credibility of disclosures—is under pressure. Investors are demanding clearer materiality, greater comparability and more accurate reporting.

SEBI’s alignment with global norms—including ICMA Principles, ASEAN Bond Standards and the Climate Bonds Initiative—sends a strong signal. India is not simply catching up; it is laying the groundwork for a credible and globally compatible ESG debt market.

Certification must be gatekeeping, not ritual

One of the most significant provisions is the specification of who qualifies as a third-party certifier. SEBI mandates independence, absence of conflict of interest and domain expertise—criteria that move this role from box-ticking to meaningful gatekeeping. Global frameworks such as the ICMA’s Guidelines for External Reviews and verifiers approved under the Climate Bonds Standard are referenced, reinforcing the need for both procedural rigour and international credibility.

In a market where trust still cannot be taken for granted yet, the presence of qualified external reviewers is essential. Yet, this is precisely where the next challenge emerges. India’s ecosystem of ESG certifiers is nascent, and their capacity to scale with both volume and complexity remains untested. Without deliberate investment in institutional capacity and consistency, the risk is that certification becomes ritualistic rather than rigorous.

To safeguard against this, SEBI must monitor not just issuers but also certifiers—evaluating them periodically for performance, adherence and credibility.

Avoiding exclusion through calibrated design

While the framework strengthens the legitimacy of ESG instruments, it risks becoming structurally exclusionary for smaller issuers. Mid-market enterprises and first-time issuers may find the combination of pre-issuance declarations, post-issuance obligations and continuous reporting too demanding to navigate.

This is actually a push towards calibrated application. A differentiated framework—graded by size of issuance, market capitalisation or systemic risk—can achieve the twin goals of inclusivity and integrity. If not addressed, the compliance burden could unintentionally drive smaller players to seek capital through opaque or informal routes, thereby defeating the purpose of structured ESG markets.

The separation of green bonds into a parallel framework also raises concerns. While well-intentioned to avoid regulatory overlap, this could result in fragmentation of ESG capital flows. What the market needs instead is coherence—where all sustainable debt instruments operate under a harmonised set of principles, benchmarks and consequences.

ESG debt rules only as strong as its enforcement

SEBI’s posture in this framework is refreshingly firm. By introducing consequences for misleading disclosures—including potential early redemption—and reinforcing post-issuance surveillance, it has infused the ESG space with long-overdue accountability. But building this ecosystem will require consistent resolve.

Certifiers must be held to performance standards. Disclosure templates must evolve with emerging global norms. Enforcement actions must be timely and demonstrative. Above all, the industry must internalise ESG not as a marketing strategy but as a fiduciary duty—one that governs capital allocation, risk assessment and corporate strategy.

The regulator has made its move. The onus now shifts to the system—to issuers, investors, reviewers and ecosystem enablers. A credible ESG debt market cannot be declared into existence; it must be nurtured through discipline, transparency and constant course correction.

In aligning modern regulatory practice with an ethical tradition that predates the term ESG itself, SEBI has done more than introduce a framework. It has made a statement. Whether India’s capital markets rise to match that ambition will define the trajectory of sustainable finance in this decade.

As a citizen, one can only hope that this momentum paves the way for a harmonised and seamlessly integrated ESG rules and taxonomy across the entire BFSI ecosystem—spanning all financial instruments and regulatory institutions in India. While such coherence might seem aspirational or even utopian, it is precisely this convergence that will be necessary to build clarity, trust and consistency in ESG across the financial system. If India aspires to lead in responsible finance, it cannot afford fragmented foundations.

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