Full Text
REGD. No. D. L.-33004/99
The Gazette of India
CG-MH-E-23042025-262627
EXTRAORDINARY
PART III-Section 4
PUBLISHED BY AUTHORITY
No. 309]
NEW DELHI, TUESDAY, APRIL 22, 2025/VAISAKHA 2, 1947
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 22nd April,s 2025
SECURITIES AND EXCHANGE BOARD OF INDIA (CREDIT RATING AGENCIES) (SECOND
AMENDMENT) REGULATIONS, 2025
No. SEBI/LAD-NRO/GN/2025/242.—In exercise of the powers conferred under section 30 read
with sections 11 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby
makes the following regulations to further amend the Securities and Exchange Board of India (Credit
Rating Agencies) Regulations, 1999, namely: –
1. These regulations may be called the Securities and Exchange Board of India (Credit Rating
Agencies) (Second Amendment) Regulations, 2025.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999, –
(1) in regulation 2, in sub-regulation (1), in clause (m), the words "Monopolies and Restrictive Trade
Practices Act, 1969 (54 of 1969)" shall be substituted with the words “Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018";
(2) in regulation 28B, in sub-regulation (1),
(a) in clause (e), the word “and” shall be omitted;
(b) in clause (f), the symbol ".” shall be substituted with the symbol ";"; and
(c) after clause (f), the following clause shall be inserted, namely, -
"(g) “subscriber-pays business model” means a business model where the ESG rating
provider derives its revenues from ESG ratings from subscribers including banks, insurance
companies, pension funds, or the rated entity itself.";
(3) in regulation 28H, in clause (g),
(a) the symbol “.” shall be substituted with the symbol ":";
(b) the following proviso shall be inserted, namely, -
"Provided that nothing contained in these regulations shall preclude an ESG rating provider
from carrying out ESG rating of products or issuers under the respective guidelines of a
financial sector regulator or any authority as may be specified by the Board.
Explanation. – For the purposes of this clause, -
(a) the ESG ratings undertaken by an ESG Rating Provider under the respective guidelines of
a financial sector regulator or authority shall be under the purview of the respective
financial sector regulator or authority;
(b) an entity that does not propose to undertake ESG rating of products or issuers regulated
by the Board may not be required to seek registration with the Board.";
(4) in regulation 28K,
(a) in clause (q), the word “and” shall be omitted;
(b) in clause (r), the symbol “.” shall be substituted with the word and symbol "; and"; and
(c) after clause (r), the following clause shall be inserted, namely, -
"(s) state on its website the financial sector regulator or authority under whose purview it
undertakes ESG ratings for each product or issuer and shall comply with the applicable laws
administered by such financial sector regulator or authority.";
(5) after regulation 28K, the following regulation shall be inserted, namely, –
“28KA. An ESG rating provider following a subscriber-pays business model shall ensure that:
(a) the ESG rating assigned is based only on publicly available information;
(b) The fee paid by the subscriber is the lowest fee payable or paid amongst all the subscribers, if:
(i) the rated entity or issuer is a subscriber itself; or
(ii) the group company or associate of an entity is a subscriber to the ESG rating of such
entity or the securities issued by such entity;
(c) only group companies or associates, of an entity, whose core business requires ESG ratings of
such entity or the securities issued by such entity, and are regulated by financial sector regulator(s)
may subscribe to the ESG rating:
Provided that by such subscription, there shall be no conflict of interest or any potential or actual
abuse or misuse.
Explanation.- For the purpose of this regulation, “associate" shall have the same meaning as
defined under the Companies Act, 2013 (18 of 2013).";
(6) in regulation 28L, in sub-regulation (1), in clause (j), after the proviso, the following second
proviso shall be inserted, namely, -
"Provided further that an ESG rating provider following a subscriber-pays business model
shall:
(i) share the ESG rating report with its subscribers and the rated entity or the issuer whose
securities have been rated at the same time and provide two working days to such rated
entity or the issuer to provide its comments;
(ii) all comments or clarifications received from the rated entity within the specified timeline
shall be included in the addendum to the ESG rating report by the ESG rating provider
and if the rated entity or the issuer has a different viewpoint on the data or assumptions
stated in the ESG rating report, the ESG rating provider, after taking into account the
said viewpoint, shall either revise the ESG rating report or issue an addendum to the ESG
rating report with its remarks, for circulation to all its subscribers, as considered
appropriate by the ESG rating provider;
(iii) disclose the policy regarding sharing of ESG rating report with the rated entity or the
issuer whose securities have been rated and the subscribers on its website; and
(iv) provide a facility to the rated entity or the issuer whose securities have been rated to seek
any clarification, including the ESG rating methodology or assumptions.".
BABITHA RAYUDU, Exe. Director
[ADVT.-III/4/Exty./42/2025-26]
Footnotes:
1. The Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999 were
issued under S.O. No. 547 (E) dated July 7, 1999 published in the Gazette of India.
2. The Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999 were
subsequently amended on-
a. March 28, 2000 by the Securities and Exchange Board of India (Appeal to Securities Appellate
Tribunal) (Amendment) Regulations, 2000 published in Official Gazette vide S.O. No. 278(E).
b. May 29, 2001, by the Securities and Exchange Board of India (Investment Advice by
Intermediaries) (Amendment) (Regulations), 2001 vide S.O. No. 476 (E).
c. September 27, 2002 by the Securities and Exchange Board of India (Procedure for Holding
Enquiry by Enquiry Officer and Imposing Penalty) Regulations, 2002 vide No. S.O. No.1045
(Ε).
d. February 19, 2003 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Amendment) Regulations, 2003 vide S.O. No. 203 (E).
e. October 1, 2003 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Second Amendment) Regulations, 2003 vide S.O. No. 1160 (Ε).
f. March 10, 2004 by Securities and Exchange Board of India (Criteria for Fit and Proper Person)
Regulations, 2004 vide S. O. No. 398 (E).
g. September 7, 2006 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Amendment) Regulations, 2006 vide S. O. No. 1454(E).
h. May 26, 2008 by the Securities and Exchange Board of India (Intermediaries) Regulations, 2008
vide no. LAD/NRO/GN/2008/11/126538.
i. March 19, 2010 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Amendment) Regulations, 2010 vide Notification No. LAD-NRO/GN/2009-2010/30/199044.
j. April 13, 2011 by the Securities and Exchange Board of India (Change in Conditions of
Registration of Certain Intermediaries) (Amendment) Regulations, 2011 vide Notification No.
LAD/NRO/GN/2011-12/03/12650.
k. July 5, 2011 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Amendment) Regulations, 2011 vide Notification No. LAD/NRO/GN/2011-12/10/21232.
1. December 27, 2011 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Second Amendment) Regulations, 2011 vide Notification No. LAD/NRO/GN/2011-
12/31/39022.
m. May 23, 2014 by the Securities and Exchange Board of India (Payment of Fees and Mode of
Payment) (Amendment) Regulations, 2014 vide notification no. LAD-NRO/GN/2014-
15/03/1089.
n. December 8, 2016 by the Securities and Exchange Board of India (Change in Conditions of
Registration of Certain Intermediaries) (Amendment) Regulations, 2016 vide Notification No.
SEBI/LAD/NRO/GN/2016-17/023.
o. March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of
Payment) (Amendment) Regulations, 2017 vide notification no. SEBI/LAD/NRO/GN/2016-
17/037 read with notification no. SEBI/LAD/NRO/GN/2016-17/38 dated March 29, 2017.
p. May 30, 2018 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Amendment) Regulations, 2018 vide Notification No. SEBI/LAD-NRO/GN/2018-15.
q. September 11, 2018 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Second Amendment) Regulations, 2018 vide Notification No. SEBI/LAD-NRO/GN/2018/36.
r. September 23, 2019 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Amendment) Regulations, 2019 vide Notification No. SEBI/LAD-NRO/GN/2019/34.
s. April 17, 2020 by the by the Securities and Exchange Board of India (Regulatory Sandbox)
(Amendment) Regulations, 2020 vide Notification No. SEBI/LAD-NRO/GN/2020/10.
t. May 5, 2021 by the Securities and Exchange Board of India (Payment of Fees and Mode of
Payment) (Amendment) Regulations, 2021 vide Notification No. SEBI/LAD-NRO/GN/2021/23.
u. August 3, 2021 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Amendment) Regulations, 2021 vide Notification No. SEBI/LAD-NRO/GN/2021/29.
v. August 3, 2021 by the Securities and Exchange Board of India (Regulatory Sandbox)
(Amendment) Regulations, 2021, vide No. SEBI/LAD-NRO/GN/2021/30.
w. January 24, 2022 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Amendment) Regulations, 2022, vide No. SEBI/LAD-NRO/GN/2022/69.
x. January 17, 2023 by the Securities and Exchange Board of India (Change in Control in
Intermediaries) (Amendment) Regulations, 2023, vide No. SEBI/LAD-NRO/GN/2023/115.
y. July 3, 2023 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Amendment) Regulations, 2023, vide No. SEBI/LAD-NRO/GN/2023/136.
z. July 4, 2023 by the Securities and Exchange Board of India (Alternative Dispute Resolution
Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD–NRO/GN/2023/137.
za. July 8, 2024 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Amendment) Regulations, 2024, vide No. SEBI/LAD-NRO/GN/2024/191.
zb. November 28, 2024 by the Securities and Exchange Board of India (Attestation of Documents)
(Amendment) Regulations, 2024, vide No. SEBI/LAD-NRO/GN/2024/212.
zc. March 21, 2025 by the Securities and Exchange Board of India (Credit Rating Agencies)
(Amendment) Regulations, 2025 vide No. SEBI/LAD-NRO/GN/2025/236.