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Sustainable FinanceAugust 20264 min

Sustainability-Linked Bonds in India

How They Differ from Green Bonds?

Sustainability-Linked Bonds in India

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5 min

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6

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01

Article Section

Introduction

Part 01

A green bond tells investors exactly which wind farm or solar park their money will fund. A sustainability-linked bond tells investors nothing about where the money goes, only what happens to the coupon if the issuer misses a stated sustainability target.

India's bond market has used both instruments for years, but only recently gained a dedicated regulatory framework for the second. SEBI has regulated green bonds since 2017; sustainability-linked bonds, along with social and sustainability bonds, received their own SEBI framework only on 5 June 2025, through a circular addressing ESG debt securities other than green bonds.

This article explains how the two instruments actually differ in structure, what SEBI's 2025 framework requires of SLB issuers, and how Indian companies have used SLBs so far.

02

Article Section

What Each Label Actually Means?

Part 02

A bond's ESG label describes a different thing depending on which label it carries. Green, social and sustainability bonds are use-of-proceeds instruments: the money raised must be allocated to a defined category of eligible projects, environmental for green bonds, social for social bonds, a mix of both for sustainability bonds, and issuers report annually on that allocation and its impact. SEBI introduced its green bond framework in 2017, and issuance since then has been uneven, ranging from 667 crore rupees in 2017 to a peak near 1,935 crore rupees in 2022.

Sustainability-linked bonds work differently: proceeds can be used for any general corporate purpose, and the bond's structure instead ties the issuer's financing cost to whether it meets predefined sustainability performance targets. Indian corporates including State Bank of India, Power Finance Corporation and Adani Renewable Energy have issued sustainability and sustainability-linked bonds since the late 2010s, mostly in international markets, though domestic rupee issuance has grown.

SEBI only formalised rules for these newer instruments on 5 June 2025, through its Framework for ESG Debt Securities other than green debt securities.

03

Article Section

How the Two Instruments Actually Differ?

Part 03

Use-of-Proceeds vs. General Corporate Purpose

A green bond restricts how the raised capital can be spent, tracked against a defined project category and reported annually. A sustainability-linked bond places no such restriction on spending; the issuer can use the funds for any general corporate purpose, including refinancing existing debt, and the sustainability commitment attaches to the bond's financial terms instead of its use of funds.

How the KPI and Sustainability Performance Target Mechanism Works?

An SLB issuer selects one or more Key Performance Indicators material to its business, such as Scope 1 emissions intensity or renewable energy share, and sets a Sustainability Performance Target the issuer must hit by a defined date. UltraTech Cement's 2021 SLB framework, for example, set a target of a 27% reduction in Scope 1 emissions per tonne of cementitious material by March 2032 from a FY17 baseline, alongside a target to raise its green energy mix to 85% by FY30 and 100% by FY50.

What Happens If the Target Is Missed?

If an issuer fails to meet its Sustainability Performance Target by the target observation date, the bond's coupon typically increases, a mechanism known as a coupon step-up, raising the issuer's cost of borrowing as a financial consequence for underperformance. This structural feature is what distinguishes an SLB from ordinary corporate debt with a sustainability narrative attached.

SEBI's June 2025 Disclosure and Reviewer Requirements

SEBI's Framework for ESG Debt Securities, effective from 5 June 2025, requires SLB issuers to disclose their sustainability and business strategy, define their KPIs and Sustainability Performance Targets, and explain the rationale for selecting them. The framework also mandates third-party review both before and after issuance, including certification of the KPI's relevance and robustness and its material linkage to the issuer's actual business strategy.

Real Indian Examples

JSW Infrastructure priced a 400 million dollar seven-year sustainability-linked bond in January 2022, its debut international bond issue and the first SLB from an Indian ports company, guided by a framework aligned with ICMA principles and reviewed by DNV. UltraTech Cement issued its inaugural SLB in 2021 and later raised a further 500 million dollars through a sustainability-linked loan in 2024 under the same underlying framework.

04

Article Section

What This Means in Practice?

Part 04

What Investors Should Check in an SLB's KPI Selection?

A credible SLB ties its KPI to the issuer's core business activity and sets a target genuinely more ambitious than business-as-usual performance. Investors should look for a second-party opinion confirming this, as DNV did for JSW Infrastructure's target.

Why SLBs Suit Issuers Without a Green Project Pipeline?

A company without a pipeline of clearly eligible green projects, common outside energy, real estate and infrastructure sectors, can still make a sustainability commitment through an SLB, since the instrument does not require ring-fenced projects to fund.

Where India's SLB Market Stands Today?

Sustainability-linked bonds made up only about 4% of global sustainable bond issuance in 2024, against more than 57% for green bonds, and the same imbalance holds in India, where green bonds remain the dominant labelled instrument despite growing corporate interest in SLBs.

05

Article Section

Conclusion

Part 05

The core difference between the two instruments is structural rather than a matter of ambition: a green bond commits money to specific projects, while a sustainability-linked bond commits the issuer's cost of capital to a measurable outcome.

With SEBI's 2025 framework now in place, Indian issuers have a formal path to structure SLBs domestically rather than relying only on international markets, though whether that shifts India's still-small SLB share remains to be seen.

06

Article Section

Frequently Asked Questions

Part 06

What is the main difference between a green bond and a sustainability-linked bond?

A green bond restricts how proceeds are spent to specific environmental projects, while a sustainability-linked bond allows general corporate use of proceeds and instead ties the coupon to whether the issuer meets a sustainability target.

What happens if an issuer misses its Sustainability Performance Target?

The bond's coupon typically increases through a step-up mechanism, raising the issuer's borrowing cost as a financial consequence.

When did SEBI introduce rules for sustainability-linked bonds in India?

On 5 June 2025, through its Framework for ESG Debt Securities other than green debt securities.

Which Indian companies have issued sustainability-linked bonds?

JSW Infrastructure issued a 400 million dollar SLB in January 2022, and UltraTech Cement issued its inaugural SLB in 2021, later followed by a sustainability-linked loan in 2024.

How large is the sustainability-linked bond market compared with green bonds?

Sustainability-linked bonds made up about 4% of global sustainable bond issuance in 2024, compared with more than 57% for green bonds.

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