THE GAZETTE OF INDIA EXTRAORDINARY

6 · [(eii) "Change in control" in case of a body corporate –

2 · Substituted for the words "registration granted or renewed" by SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011.

3 · The words "initial or permanent" were omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

4 · Inserted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2010, w.e.f. 19.03.2010.

5 · Omitted by the SEBI (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2011, w.e.f 13.04.2011. Prior to its omission, clause (ei) read as under:

6 · Substituted by the Securities and Exchange Board of India (Change in Control in Intermediaries) (Amendment)

7 · Substituted by the words and symbols "Companies Act, 1956 (1 of 1956)" with "Companies Act, 2013(18 of 2013)" by the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2021 w.e.f. 03 -8 -2021.

8 · Substituted by the words "offered by way of public or rights issue" with "that are listed or proposed to be listed on a stock exchange recognized by the Board Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2021 w.e.f. 03-8-2021"

12 · [(2) The words and expressions used and not defined in these regulations but defined in the Act, the Securities Contracts (Regulation) Act, 1956 (42 of 1956), the Companies Act, 2013 (18 of 2013), or any rules or regulations made thereunder shall have the same meanings respectively assigned to them in those Acts, rules or regulations made thereunder or any statutory modification or re-enactment

11 · Substituted by the words and symbols "section 6 of the Companies Act, 1956 (1 of 1956)" with "section 2(77) of the Companies Act, 2013 (18 of 2013)" by the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2021 w.e.f. 03-8-2021.

12 · Substituted by the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2021 w.e.f. 03-8-2021. Prior to its substitution, it read as "Words and expressions used and not defined in these regulations, but defined in the Act, shall have the meanings respectively assigned to them in the Act."

3 · (1) Any person proposing to commence any activity as a credit rating agency on or after the date of commencement of these regulations shall make an application to the Board for the grant of a certificate of 15 [ *** ] registration for the purpose.

13 · Inserted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f.05.07.2011

14 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

15 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to this the word "initial" was inserted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011.

16 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to omission sub -regulation (2) read as under :

17 · The words "or sub -regulation (2)" were omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

18 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to omission sub -regulation (4) read as under :

19 · Substituted by the words and symbols "section 4A of the Companies Act, 1956 (1 of 1956) with "section 2(72) of the Companies Act, 2013 (18 of 2013)" by the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2021 w.e.f. 03-8-2021.

20 · Substituted by the SEBI (Credit Rating Agencies)(Amendment) Regulations, 2018, w.e.f. 30-05-2018. Prior to its substitution, it read as "a foreign credit rating agency recognised by or under any law for the time being in force in the country of its incorporation, having at least five years experience in rating securities;"

21 · Substituted by the words and symbols "Companies Act, 1956" with "Companies Act, 2013 (18 of 2013)" by the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2021 w.e.f. 03 -8 -2021.

22 · Substituted by the SEBI (Credit Rating Agencies)(Amendment) Regulations, 2018, w.e.f. 30-05-2018. Prior to its substitution, it read as under:

23 · [(l) the promoter of the credit rating agency, in terms of regulation 4, has a minimum shareholding of 26% in the credit rating agency.]

24 · [Criteria for Fit and Proper Person.

5A · For the purpose of determining whether an applicant or the credit rating agency is a fit and proper person the Board may take into account the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008.]

6 · Any application for a certificate, which is not complete in all respects or does not conform to the requirement of regulation 5 or instructions specified in Form A shall be rejected by the Board:

23 · Inserted by the SEBI (Credit Rating Agencies)(Amendment) Regulations, 2018, w.e.f. 30-05-2018.

24 · Substituted by the SEBI (Intermediaries) Regulations, 2008, w.e.f. 26.05.2008. Prior to its substitution, regulation 5A as inserted by the SEBI India (Criteria for Fit and Proper Person) Regulations, 2004, w.e.f. 10 . 03.2004, read as under:

25 · [8. Grant of certificate of 26 [***] registration.

28 · [(2) The certificate of registration granted under sub-regulation (1) shall be valid unless it is suspended or cancelled by the Board.]

29 · [(3) The credit rating agency who has already been granted certificate of registration by the Board, prior to the commencement of the Securities and Exchange Board of India (Change in Conditions of Registration of Certain Intermediaries) (Amendment) Regulations, 2016 shall be deemed to have been granted a certificate of registration, in terms of sub-regulation (1).]

25 · Substituted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011. Prior to its substitution, regulation 8 read as under:

8 · (1) The Board, on being satisfied that the applicant is eligible for the grant of a certificate of registration, shall grant a certificate in Form 'B'.

26 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

27 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

28 · Substituted bye the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to substitution sub -regulation (2) read as under:

29 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to substitution sub -regulation (3) read as under:

8A · 31[***]

30 · The word "initial" omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

31 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

32 · The words "and validity period" omitted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011

33 · Numbering of sub-regulation (1) omitted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011

34 · The words "or 8A" omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to this the words "or 8A" were inserted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011

38 · [(c) where the credit rating agency proposes 39 [change in control], it shall obtain prior approval of the Board for continuing to act as such after the change.]

40 · [(d) the credit rating agency shall at all times maintain a minimum net worth of rupees twenty five crore.

35 · Numbering of sub-regulation omitted, Ibid.

36 · Substituted for "." , Ibid.

37 · Omitted, Ibid. Prior to its omission, sub -clause (2), read as under:

38 · Inserted by the SEBI (Credit Rating Agencies) (Amendment) Regulations , 2010, w . e.f. 19.03.2010.

40 · Clauses (d)(e) and (f) inserted by the SEBI (Credit Rating Agencies)(Amendment) Regulations, 2018, w.e.f. 30 -05 -2018

41 · [(f) a credit rating agency shall not carry out any activity other than the rating of securities 42[that are listed or proposed to be listed on a stock exchange recognized by the Board] .

43 · [Nothing contained in these regulations shall preclude a credit rating agency from carrying out any other activity as may be specified by the Board or carrying out rating of financial instruments under the purview of any other financial sector regulator or authority as may be specified by the Board:]

44 · [Explanation: ─ For the purpose of this clause, the ratings undertaken by a credit rating agency shall be in accordance with the respective rating guidelines, wherever specified by the financial sector regulator or authority and shall be under the purview of the respective financial sector regulator or authority.]

45 · [**]]

41 · Substituted by the SEBI (Credit Rating Agencies)(Second Amendment) Regulations, 2018 w.e.f. 11.09.2018. Prior to this, clause (f) read as:

42 · Substituted by the words and symbols "offered by way of public or rights issue" with "that are listed or proposed to be listed on a stock exchange recognized by the Board" by the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2021 w.e.f. 03-8-2021.

43 · Substituted for the words and symbols "Nothing contained in these regulations shall preclude a credit rating agency from carrying out any activity as may be specified by the Board or rating of financial instruments under the respective guidelines of a financial sector regulator or any authority as may be specified by the Board:" vide the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2026, w.e.f. 15.01.2026.

44 · Substituted for the words and symbols " Explanation: ─ For the purposes of this clause, the ratings undertaken by a credit rating agency under the respective guidelines of a financial sector regulator or authority shall be under the purview of the respective financial sector regulator or authority." vide the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2026, w.e.f. 15.01.2026.

11 · 47[(1) If, after considering an application made under regulation 3, the Board is of the opinion that a certificate of registration should not be granted, it may, after giving the applicant a reasonable opportunity of being heard, reject the application.] (2) The decision of the Board, not to grant 48 [certificate of initial or permanent registration, as the case may be,] under sub-regulation (1) shall be communicated by the Board to the applicant within a period of thirty days of such decision, stating the grounds of the decision.

46 · Regulation 10 omitted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011. Prior to its omission, regulation 10 read as under:

10 · (1) A credit rating agency, if it desires renewal of the certificate granted to it, shall make to the Board an application for the renewal of the certificate of registration

18 · .

18 · [(1A) An application for renewal of certificate of registration made under sub-regulation (1) shall be accompanied by a non-refundable application fee as specified in the Second Schedule.]

47 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to substitution it read as under:

48 · Substituted for the words "or not to renew the certificate" by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011.

12 · 49[***]

50 · [CHAPTER IIA

12A · . (1) Notwithstanding anything contained in these regulations, the activity of a Past Risk and Return Verification Agency as referred to in Regulation 16E of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, may be carried out by a credit rating agency, with the approval of the Board, on such terms and conditions as may be specified by the Board.

49 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to omission regulation 12 read as under:

12 · (1) 49 [ A credit rating agency whose application for grant of a certificate of permanent registration has been refused by the Board, on and from the date of the receipt of the communication, shall cease to undertake any credit rating activity.] 49 [(2) The decision of the Board, not to grant certificate of registration under subregulation (1) shall be communicated by the Board to the applicant within a period of thirty days of such decision, stating the grounds of the decision.]

50 · Inserted by the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2025, w.e.f. 21.03.2025 .

13 · Every credit rating agency shall abide by the Code of Conduct contained in the Third Schedule.

14 · Every credit rating agency shall enter into a written agreement with each client whose securities it proposes to rate, and every such agreement shall include the following provisions, namely:-

51 · Substituted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2019, w.e.f 23.09.2019. Prior to its substitution the clause read as under:

52 · The words "agree to" omitted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2019, w.e.f 23.09.2019.

54 · [(g) the client shall 55 [**] obtain a rating for any issue of debt securities in accordance with the relevant regulations.]

56 · [(h) The client shall provide explicit consent to the credit rating agency to obtain the details related to their existing and/or future borrowing of any nature, its repayment and delay or default, if any, of any nature, in servicing of the borrowing, either from the lender or any other statutory/non-statutory organization maintaining any such information to enable the credit rating agency to have timely information on the same and to consider the impact of such information on the rating assigned by the credit rating agency.]

57 · [Dispute Resolution

14A · All claims, differences or disputes between a credit rating agency and its client arising out of or in relation to the activities of the credit rating agency in the securities market shall be submitted to a dispute resolution mechanism that includes mediation and/or conciliation and/or arbitration, in accordance with the procedure specified by the Board.]

53 · The words "agree to" omitted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2019, w.e.f 23.09.2019.

54 · Substituted by the SEBI (Credit Rating Agencies) (Second Amendment) Regulations, 2011, w.e.f 27.12.2011. Prior to its substitution the clause read as under:

55 · The words "agree to" omitted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2019, w.e.f 23.09.2019.

56 · Inserted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2019, w.e.f 23.09.2019.

57 · Inserted by the Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023, w.e.f., 04-07-2023.

15 · 58[(1) Every credit rating agency shall, during the lifetime of securities rated by it continuously monitor the rating of such securities, unless the rating is withdrawn, subject to the provisions of regulation 16(3) . ]

16 · 59[(1) Every credit rating agency shall carry out periodic reviews of all published ratings during the lifetime of the securities, unless the rating is withdrawn, subject to the provisions of regulation 16(3).]

60 · [(2) If the client does not co-operate with the credit rating agency so as to enable the credit rating agency to comply with its obligations under regulation 15 of these regulations , the credit rating agency shall carry out the review on the basis of the best available information or in the manner as specified by the Board from time to time .

61 · [(3) A credit rating agency shall not withdraw a rating so long as the obligations

58 · Substituted by the SEBI (Credit Rating Agencies)(Amendment) Regulations, 2018, w.e.f. 30-05-2018. Prior to the substitution, it read as "(1) Every credit rating agency shall, during the lifetime of securities rated by it continuously monitor the rating of such securities."

59 · Substituted by the SEBI (Credit Rating Agencies)(Amendment) Regulations, 2018, w.e.f. 30-05-2018. Prior to the substitution, it read as "(1) Every credit rating agency shall carry out periodic reviews of all published ratings during the lifetime of the securities."

60 · Substituted by the SEBI (Credit Rating Agencies)(Amendment) Regulations, 2018, w.e.f. 30-05-2018. Prior to the substitution, it read as "(2) If the client does not co-operate with the credit rating agency so as to enable the credit rating agency to comply with its obligations under regulation 15 of this regulation, the credit rating agency shall carry out the review on the basis of the best available information

61 · Substituted by the SEBI (Credit Rating Agencies)(Amendment) Regulations, 2018, w.e.f. 30-05-2018. Prior to the substitution, it read as "(3) A credit rating agency shall not withdraw a rating so long as the obligations under the security rated by it are outstanding, except where the company whose security is rated is wound up or merged or amalgamated with another company."

17 · Every credit rating agency shall frame appropriate procedures and systems for monitoring the trading of securities by its employees in the securities of its clients, in order to prevent contravention of –

19 · (1) Where any information is called for by the Board from a credit rating agency for the purposes of these regulations, including any report relating to its activities, the credit rating agency shall furnish such information to the Board –

20 · Every credit rating agency shall comply with such guidelines, directives, circulars and instructions as may be issued by the Board from time to time, on the subject of credit rating.

62 · [20A. Appointment of Compliance Officer

62 · Inserted by the SEBI (Investment Advice by Intermediaries) (Amendment) Regulations, 2001, w.e.f. 29.05.2001.

22 · Every credit rating agency shall, within two month's from the date of the auditor's report, take steps to rectify the deficiencies if any , made out in the auditor's report, insofar as they relate to the activity of rating of securities.

23 · Every credit rating agency shall treat, as confidential, information supplied to it by the client and no credit rating agency shall disclose the same to any other person, except where such disclosure is required or permitted by under or any law for the time being in force.

24 · (1) Every credit rating agency shall – (a) specify the rating process; (b) file a copy of the same with the Board for record; and file with the Board any modifications or additions made therein from time to time. (2) Every credit rating agency shall, in all cases, follow a proper rating process. (3) Every credit rating agency shall have professional rating committees, comprising members who are adequately qualified and knowledgeable to assign a rating. (4) All rating decisions, including the decisions regarding changes in rating, shall be taken by the rating committee. (5) Every credit rating agency shall be staffed by analysts qualified to carry out a rating assignment. (6) Every credit rating agency shall inform the Board about new rating instruments or symbols introduced by it.

63 · [Shareholding in a credit rating agency

24A · (1) A credit rating agency shall not:

63 · Inserted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2018, w.e.f. 30-05-2018.

64 · [Provided that the Credit Rating Agency may, subject to the provisions of sub -regulation (1), rate a security issued by its associate having a common independent director with it or rating committee if,-

28 · Nothing in this Chapter shall apply to securities whose rating has been already done by a credit rating agency before the commencement of these regulations , and such securities may, subject to the provisions of the other Chapters of these regulations, continue to be rated, without the need to comply with the restrictions imposed by the regulations contained in this chapter.

64 · Inserted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2003, w.e.f. 19.02.2003.

65 · Inserted by the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2023, w.e.f. 4.07.2023.

28A · The provisions of these regulations, except chapters II, III, and IV, shall be applicable to ESG rating providers:

28B · (1) In this chapter, unless the context otherwise requires: -

66 · [(i) "liquid asset" means a low risk asset such as cash, units of overnight or liquid mutual fund schemes, fixed deposits of scheduled commercial banks, government securities, treasury bills, repo on government securities and repo on corporate bonds that may be easily converted into cash in a short period of time.]

69 · [(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.]

28C · On and from the date of this regulation coming into force, no person shall act as an ESG rating provider unless it has obtained a certificate from the Board:

66 · Substituted for "(i) "liquid asset" is a low risk asset that can easily be converted into cash in a short period of time, such as cash, fixed deposits, government securities, treasury bills and repo on government securities . " by the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2024 vide notification dated July 8, 2024 w.e.f. July 11, 2024.

67 · Omitted vide Securities and Exchange Board of India (Credit Rating Agencies) (Second Amendment) Regulations, 2025 w.e.f 23.04.2025. Prior to the omission the word was "and".

68 · Substituted vide Securities and Exchange Board of India (Credit Rating Agencies) (Second Amendment) Regulations, 2025 w.e.f 23.04.2025. Prior to the substitution the symbol was ".".

69 · Inserted vide Securities and Exchange Board of India (Credit Rating Agencies) (Second Amendment) Regulations, 2025 w.e.f 23.04.2025 .

28D · (1) Any person intending to undertake business as an ESG rating provider, on or after this chapter coming into force, shall make an application to the Board for grant of a certificate.

28E · For the purpose of the grant of certificate, the applicant shall fulfil the following criteria namely, —

28F · (1) The Board may require the applicant to furnish any such further information or clarification regarding the activities of the ESG rating provider or any such matter connected thereto, to consider the application for grant of a certificate or after registration thereon.

28G · (1) The Board may grant certificate under any category of ESG rating provider, if it is satisfied that the applicant fulfils the requirements for that category.

28H · The certificate granted under this chapter shall be subject to the following conditions:

71 · [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.

70 · Substituted vide Securities and Exchange Board of India (Credit Rating Agencies) (Second Amendment) Regulations, 2025 w.e.f 23.04.2025. Prior to the substitution the symbol was ".".

71 · Inserted vide Securities and Exchange Board of India (Credit Rating Agencies) (Second Amendment) Regulations, 2025 w.e.f 23.04.2025 .

28I · (1) If, after considering an application made under this Chapter, the Board is of the opinion that a certificate should not be granted, it may, after giving the applicant a reasonable opportunity of being heard, reject the application.

28J · The ESG rating provider shall abide by the Code of Conduct as set out in the Seventh Schedule.

28K · The ESG rating provider shall:

74 · [(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.]

75 · [28KA. An ESG rating provider following a subscriber-pays business model shall ensure that:

72 · Omitted vide Securities and Exchange Board of India (Credit Rating Agencies) (Second Amendment) Regulations, 2025 w.e.f 23.04.2025. Prior to the omission the word was " and".

73 · Substituted vide Securities and Exchange Board of India (Credit Rating Agencies) (Second Amendment) Regulations, 2025 w.e.f 23.04.2025 . Prior to the substitution the symbol was " .".

74 · Inserted vide Securities and Exchange Board of India (Credit Rating Agencies) (Second Amendment) Regulations, 2025 w.e.f 23.04.2025 .

75 · Inserted vide Securities and Exchange Board of India (Credit Rating Agencies) (Second Amendment) Regulations, 2025 w.e.f 23.04.2025 .

28L · (1) An ESG rating provider shall:

76 · [Provided further that an ESG rating provider following a subscriber -pays business model shall:

76 · Inserted vide Securities and Exchange Board of India (Credit Rating Agencies) (Second Amendment) Regulations, 2025 w.e.f 23.04.2025 .

28M · (1) The ESG rating provider shall annually, or if required, more frequently, review each of the published ESG ratings, unless the ESG rating is withdrawn in accordance with these regulations.

28N · (1) An ESG rating provider shall frame appropriate procedures and systems for monitoring the trading of securities by its employees in the securities of its clients, in order to prevent contravention of –

28O · The ESG rating provider shall, while disclosing ESG ratings, also disclose:

28P · (1) The ESG rating provider shall furnish such information as may be called for, by the Board including any report relating to its activities, within such period as may be specified by the Board.

28Q · (1) The ESG rating provider shall appoint a compliance officer who shall be responsible for monitoring the compliance of all the applicable laws .

28R · (1) Every ESG rating provider shall keep and maintain, for a minimum period of five years, the following books of accounts, records and documents, namely –

28S · Every ESG rating provider shall, within two months from the date of the report of the auditor, take steps to rectify the deficiencies, if any, made out in such report, in so far as they relate to the activity of ESG rating.

28T · (1) Every ESG rating provider shall treat, as confidential, the information supplied to it by any person and shall not disclose the same to any other person except where such disclosure is required or permitted by or under any law for the time being in force or the ESG rating provider has obtained the consent, in writing, of the provider of information.

28U · (1) An ESG rating provider shall not:

28V · (1) No ESG rating provider shall, rate an issuer or securities of any issuer, which is a borrower of its promoter or a subsidiary of its promoter or an associate of its promoter, if

77 · Substituted by the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2021 w.e.f. 03-8-2021. Prior to its substitution, it read as "to investigate into complaints received from investors, clients or any other person on any matter having a bearing on activities of credit rating agency to investigate into complaints received from investors, clients or any other person on any matter having a bearing on activities of the credit rating agency;"

30 · (1) Before ordering an inspection or investigation under regulation 29, the Board shall give not less than ten days written notice to the credit rating agency for that purpose.

31 · (1) It shall be the duty of every credit rating agency whose affairs are being inspected or investigated, and of every director, officer or employee thereof, to produce to the inspecting or investigating officer such books, accounts and other documents in its or his custody or control and furnish him with such statements and information relating to its rating activities, as the inspecting officer may require within such reasonable period as may be specified by the said officer.

78 · [Action on inspection or investigation report

33 · The Board or the Chairman shall after consideration of inspection or investigation report take such action as the Board or Chairman may deem fit and appropriate including action under 79 [Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008.]]

78 · Substituted by the SEBI (Procedure for Holding Enquiry by Enquiry officer and Imposing Penalty) Regulation, 2002 w.e.f. 27-9-2002. Prior to its substitution, regulation 33 read as under:

79 · Substituted for "the Securities and Exchange Board of India (Procedure for Holding Enquiry by Enquiry officer and Imposing Penalty) Regulations, 2002 " by the SEBI (Intermediaries) Regulations, 2008, w.e.f. 26.05.2008

80 · [Liability for action in case of default

34 · A credit rating agency which contravenes any of the provisions of the Act, Rules, or Regulations framed thereunder shall be liable for one or more actions specified therein including the action under Chapter V of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008.]

35 · to 42. 81[***]

80 · Substituted, ibid . Prior to its substitution, regulation 34 as amended by the SEBI (Procedure for Holding Enquiry by Enquiry officer and Imposing Penalty) Regulation, 2002,

81 · Regulation 35 to 42 omitted by the SEBI (Procedure for Holding Enquiry by Enquiry officer and Imposing Penalty) Regulation, 2002, w . e.f. 27 -9 -2002. Prior to omission, regulations 35 to 42 read as follows:

36 · Cancellation of Registration.─(1) A penalty of cancellation of certificate of registration of a credit rating agency may be imposed by the Board, if:

37 · Manner of Making Order of Suspension canc

38 · Manner of Holding enquiry before Suspension or Cancellation.─(1) For the purpose of holding an enquiry under regulation 37, the Board may appoint one or more enquiry officers.

82 · [CHAPTER VII

43 · (1) The Board may, exempt any person or class of persons from the operation

39 · Show -cause notice and order.─(1) On receipt of the report from the enquiry officer, the Board shall consider the same and issue a show -cause notice to the credit rating agency, as to why the penalty as proposed by the enquiry officer should not be imposed.

41 · Publication of Order of Suspension or Cancellation.─The order of suspension or cancellation of certificate of registration, passed under sub-regulation (3) of regulation (39) shall be published by the Board in at least two daily newspapers.

42 · Appeal to the Securities Appellate Tribunal.─Any person aggrieved by an order of the Board made, on and after the commencement of the Securities Laws (Second Amendment) Act, 1999, (i . e., after 16th December 1999), under these regulations may prefer an appeal to a Securities Appellate Tribunal having jurisdiction in the matter. [Prior to this, regulation 42 as amended by the SEBI (Appeal to Securities Appellate Tribunal) (Amendment) Regulations,

42 · Appeal to the Central Government . ─Any person aggrieved by an order of the Board under these Regulations;

82 · Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulations, 2020, w.e.f. 17-04-2020.

83 · Substituted for the words "Regulation 3(3)/Regulation 8A(3)" by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to this, the words "Regulation 3(3)/Regulation 8A(3)" was substituted for "Regulation 3(3)" by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011.

84 · Substituted for the words "Application for Grant of Certificate of Initial/ Permanent Registration" by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to this, the words "Application for Grant of Certificate of Initial/ Permanent Registration" were substituted for "APPLICATION FOR GRANT OF CERTIFICATE / RENEWAL OF CERTIFICATE" by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011.

1 · 0 PARTICULARS OF THE APPLICANT

1 · 1Name, address of the registered office, address for correspondence, telephone number(s), fax number(s) and name of the contact person of the company. Address of branch offices, if any.

1 · 2Date of incorporation of the Applicant company (enclose certificate of incorporation and memorandum and articles of association). Specify the following:

1 · 3 Category to which the Applicant company belongs to:]

85 · Substituted for the words "attested as true by a notary public" by the Securities and Exchange Board of India (Attestation of Documents) (Amendment) Regulations, 2024, w.e.f. 28-11-2024 .

1 · 4 Category to which the Applicant company belongs to (refer regulation 3)

2 · 0 ELIGIBILITY CRITERIA

2 · 1Category to which the promoter(s) of the Applicant company belong to (refer regulation 4).

2 · 2 Name the promoters and indicate their shareholding in the company.

2 · 3Enclose a Chartered Accountant's certificate certifying the continuous net worth of Rs.100 crores for five years, in case the promoter referred to in regulation 4(e).

2 · 4Net worth of the company as per the last audited accounts not earlier than three months from the date of application [refer regulation 5 (c)]. Enclose a Chartered Accountant's certificate certifying the same.

3 · 0 PARTICULARS OF DIRECTORS/KEY PERSONNEL

3 · 1Particulars of Directors of the company, which shall include name, qualification, experience, shareholding in the company and directorship in other companies.

3 · 2Particulars of Key Personnel of the company, which shall include name, designation in the company, qualification, previous positions held, experience , date of appointment in the company and functional areas.

4 · 0 INFRASTRUCTURE

4 · 1Details of infrastructure including computing facilities, facilities for research and database available with the company and whether the existing infrastructure is adequate to carry on the rating activities proposed to be undertaken by the company. Any further plan for additional/ improved infrastructure to be indicated.

5 · 0 MAJOR SHAREHOLDERS

5 · 1List of major shareholders (holding 5% and above of applicant directly or along with associates)

6 · 0 ASSOCIATE CONCERNS

6 · 1Particulars of associate companies/concerns which shall include name, address, type of activity handled, nature of interest of the Applicant company in the associate, nature of interest of promoter(s) of the applicant in the associate.

6 · 2Whether the Board has granted/ refused registration as credit rating agency to any associate of the applicant . Give the details like date of application, date of refusal/registration, reasons for refusal etc.

7 · 0 BUSINESS INFORMATION OF THE COMPANY

7 · 1History, major events and present activities . Details of Experience in Credit Rating activities and other related activities

7 · 2If the company is proposing to engage in credit rating activities for the first time, business plan of the company with projected volume of activities and income for which registration is sought to be specifically given.

7 · 3Securities Rating activities handled during the last three years as per the table below:

7 · 4 Details of other rating activities undertaken during last three years.

7 · 5 Any other information considered relevant to the nature of services rendered by the applicant.

8 · 0 FINANCIAL INFORMATION ABOUT THE APPLICANT

8 · 1 Net worth

8 · 2Please enclose audited annual accounts for the last three years. Where unaudited reports are submitted, give reasons. If minimum networth

8 · 3 Name and Address of the Principal bankers of the Applicant company.

8 · 4 Name and address of the Auditors.

9 · 0 OTHER INFORMATION

9 · 1 Details of all pending litigations against the applicant company, directors and employees:

9 · 2 Indictment or involvement in any fraud or economic offences by the applicant or any of its Directors, or key managerial Personnel, in the last three years.

10 · 0 DECLARATION

10 · 1 Give the following declarations signed by two directors:

86 · Substituted for "REGULATION 8(1)" by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011

87 · The words "/Regulation 8A(6)" omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

88 · Substituted for the words "Certificate of Initial / Permanent Registration" by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to this the words "" substituted the words "CERTIFICATE OF REGISTRATION", by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011.

89 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to the substitution, paragraph III read as under:

92 · [ PART A AMOUNT TO BE PAID AS FEES

90 · Substituted for "REGULATIONS 3(3), 8(2), 10(3)" by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011

91 · The words "8A(3) and 8A(7)" were omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 . 92 Part A substituted, Ibid. Prior to its substitution, Part A as substituted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2006, w.e.f. 07.09.2006 read as under:

93 · The words "initial or permanent" were omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

98 · [PART B

2 · 100[ * * * ]

94 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

95 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to omission Item 3 read as under:

97 · Substituted for figure "10 , 00 , 000 " by SEBI (Payment of Fees) (Amendment) Regulations, 2014, w.e.f. 23 . 05.2014 .

98 · Substituted by the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2011 w.e.f. 05.07.2011. Prior to its substitution Part B read as under:

99 · The word "initial" was omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016 .

100 · Omitted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to omission paragraph 2 read as under:

101 · Substituted by the Securities and Exchange Board of India (Change In Conditions Of Registration Of Certain Intermediaries) (Amendment) Regulations , 2016 w.e.f. 08 -12 -2016. Prior to omission paragraph 3 read as under: "(3) A credit rating agency who has been granted certificate of permanent registration, to keep its registration in force, shall pay fee as specified under item 4 of Part A, for every three years from the sixth year from the date of grant of certificate of initial registration, or from completion of the period of renewed certificate of registration, as the case may be."

102 · [4. The fee specified above shall be paid by way of direct credit in the bank account through online payment using SEBI payment gateway.]

103 · [5. The (recurring) registration fee payable every three years as specified under item no. 4 of Part A, shall be paid by the credit rating agency one month before the expiry of the block for which the fee has been paid.]

104 · [THIRD SCHEDULE

102 · Substituted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) (Regulations) 2021 w.e.f. 05 -05 -2021. Prior to substitution the clause read as:

103 · Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) (Regulations) 2021 w.e.f. 0505 -2021.

104 · Substituted by the SEBI (Credit Rating Agencies) (Second Amendment) Regulation, 2003 w.e.f. 01.10.2003. Earlier it was amended by the SEBI (Investment Advise by Intermediaries) (Amendment) Regulations 2001, w.e.f. 29.05.2001

10 · A credit rating agency shall, wherever necessary, disclose to the clients , possible sources of conflict of duties and interests, which could impair its ability to make fair, objective and unbiased ratings. Further it shall ensure that no conflict of interest exists between any member of its rating committee participating in the rating analysis , and that of its client.

11 · A credit rating agency shall not make any exaggerated statement, whether oral or written, to the client either about its qualification or its capability to render certain services or its achievements with regard to the services rendered to other clients.

12 · A credit rating agency shall not make any untrue statement, suppress any material fact or make any misrepresentation in any documents, reports, papers or information furnished to the board, stock exchange or public at large.

13 · A credit rating agency shall ensure that the Board is promptly informed about any action, legal proceedings etc., initiated against it alleging any material breach or non -compliance by it, of any law, rules, regulations and directions of the Board or of any other regulatory body.

14 · A credit rating agency shall maintain an appropriate level of knowledge and competence and abide by the provisions of the Act, regulations and circulars, which may be applicable and relevant to the activities carried on by the credit rating agency. The credit rating agency shall also comply with award of the Ombudsman passed under the Securities and Exchange Board of India (Ombudsman) Regulations, 2003.

15 · A credit rating agency shall ensure that there is no misuse of any privileged information including prior knowledge of rating decisions or changes.

16 · (a) A credit rating agency or any of his employees shall not render, directly or indirectly any investment advice about any security in the publicly accessible media.

17 · A credit rating agency shall ensure that any change in registration status/any penal action taken by board or any material change in financials which may adversely affect the interests of clients/investors is promptly informed to the clients and any business remaining outstanding is transferred to another registered person in accordance with any instructions of the affected clients/investors.

18 · A credit rating agency shall maintain an arm's length relationship between its credit rating activity and any other activity.

19 · A credit rating agency shall develop its own internal code of conduct for governing its internal operations and laying down its standards of appropriate conduct for its employees and officers in the carrying out of their duties within the credit rating agency and as a part of the industry. Such a code may extend to the maintenance of professional excellence and standards, integrity, confidentiality, objectivity , avoidance of conflict of interests, disclosure of shareholdings and interests, etc. Such a code shall also provide for procedures and guidelines in relation to the establishment and conduct of rating committees and duties of the officers and employees serving on such committees .

20 · A credit rating agency shall provide adequate freedom and powers to its

21 · A credit rating agency shall ensure that the senior management, particularly decision makers have access to all relevant information about the business on a timely basis.

22 · A credit rating agency shall ensure that good corporate policies and corporate governance are in place.

23 · A credit rating agency shall not, generally and particularly in respect of issue of securities rated by it, be party to or instrumental for—

105 · [FOURTH SCHEDULE

105 · Inserted by the Securities and Exchange Board of India (Credit Rating Agencies) (Amendment) Regulations, 2023, w.e.f. 4.07.2023.

1 · PARTICULARS OF THE APPLICANT

1 · 1. Name, address of the registered office, address for correspondence, mobile number(s), email address of the Applicant. Address of branch offices, if any.

1 · 2. Name, mobile number and email address of the contact person.

1 · 3. Category of ESG rating provider for which the application is made.

1 · 4. If the application is for Category I, please provide the following information, as applicable:

1 · 4.1. Details of the intermediary registered with the Board, of which the applicant is a subsidiary, or of ESG rating provider registered with any foreign regulatory authority in a Financial Action Task Force (FATF) member jurisdiction and recognized under their law.

1 · 4.2. Details of the promoters of the applicant.

1 · 5. Please provide the following information regarding the applicant's operations pertaining to its business of providing ESG ratings:

1 · 5.1. business plan, and

1 · 5.2. a target breakeven date, and

1 · 5.3. target revenue, and target number of clients it plans to service, within two years of obtaining a certificate, and

1 · 5.4. cumulative cash losses that the applicant projects to incur until the target breakeven date, along with the activities or areas wherein such losses shall be incurred;

1 · 6. Liquid Net-worth of the applicant and a declaration that (i) after obtaining its registration with SEBI, the ESG Rating Provider may draw down an amount equivalent to paragraph 1.5.4 above only on the areas specified under the business plan submitted at the time of application; and (ii) this amount shall not be used in any other manner, except for incurring such expense or maintained as part of the liquid net worth.

1 · 7. Date of incorporation of the applicant (enclose certificate of incorporation and memorandum and articles of association). Specify the following:

1 · 7.1. Objects (Main and Ancillary) of the applicant company; and

1 · 7.2. Authorized, issued, subscribed and paid-up capital.

1 · 8. Structure of the applicant, whether it is incorporated as a company limited by shares or guarantee, private or public, or as an unlimited company.

1 · 9. Whether the applicant is listed. If yes, names of Stock Exchanges and latest share price to be given.

1 · 10.Whether the Applicant or its associates are registered with the Board or any other regulatory authority in any capacity, along with details of registration.

1 · 11.Whether the applicant belongs to or is related to:

1 · 11.1. any person already in the business of undertaking ESG rating activities

1 · 11.2. any person proposing to undertake ESG rating activities for the first time.

2 · ELIGIBILITY CRITERIA

2 · 1. Category under which the promoter(s) of the applicant belong to (refer

2 · 2. Names of the promoters and their shareholding in the applicant.

2 · 3. Enclose a certificate obtained from a Chartered Accountant certifying the net worth requirements of the promoter, if applicable.

2 · 4. Liquid net worth of the applicant as per the last audited accounts, not earlier than three months from the date of application along with a certificate obtained from a Chartered Accountant certifying the same.

3 · PARTICULARS OF DIRECTORS/KEY PERSONNEL

3 · 1. Particulars of directors of the applicant, including the name, qualification, experience, shareholding in the applicant and directorship in other bodies corporate along with copies of identity proofs and address proofs of the directors.

3 · 2. Particulars of key personnel of the applicant, including the name, designation in the applicant, qualification, and previous positions held, experience, date of appointment in the applicant and functional areas.

4 · INFRASTRUCTURE

4 · 1. Details of infrastructure including computing facilities, office space, equipment, manpower, facilities for research and database available with the company and whether the existing infrastructure is adequate to carry on the rating activities proposed to be undertaken by the applicant.

4 · 2. Any further plan for additional/ improved infrastructure, and if applicable, declaration of remote work environment, if any, to be indicated.

5 · MAJOR SHAREHOLDERS

5 · 1. List of major shareholders (holding five per cent. or more

6 · ASSOCIATE CONCERNS

6 · 1. Particulars of associate companies/concerns which shall include name, address, type of activity handled, nature of interest of the applicant in the associate, nature of interest of promoter(s) of the applicant in the associate.

6 · 2. Whether the Board has granted or refused registration as ESG rating provider to any associate of the applicant along with the details of date of application, date of refusal/registration, reasons for refusal etc.

7 · BUSINESS INFORMATION OF THE COMPANY

7 · 1. History, major events and present activities along with details of experience in rating activities and other related activities.

7 · 2. If the applicant is proposing to engage in ESG rating activities for the first time, business plan of the company with projected volume of activities and income for which registration is sought.

7 · 3. Rating activities handled during the last three years as per the table below:

7 · 4. Details of other rating activities undertaken during last three years.

7 · 5. Any other information considered relevant to the nature of services rendered by the applicant.

8 · FINANCIAL INFORMATION ABOUT THE APPLICANT

8 · 1. Liquid Net worth (rupees in lakhs)

8 · 2. Please enclose audited annual accounts for the last three years. Where unaudited reports are submitted, give reasons. If minimum liquid net worth Requirement has been met after last audited annual accounts, audited statement of accounts of a later date shall also be submitted.

8 · 3. Provide a declaration that the liquid net worth of the applicant is in compliance with these regulations. Submit relevant documentation to support the same.

8 · 4. Name and address of the principal bankers of the applicant.

8 · 5. Name and address of the auditors.

9 · OTHER INFORMATION

9 · 1. Details of all pending litigation against the applicant company, directors andemployees:

9 · 2. Indictment or involvement in any legal proceeding connected with the securities market by the applicant or any of its directors, or key managerial personnel in the last three years;

9 · 3. Details of previous application to the Board as an ESG rating provider, if any.

9 · 4. If the applicant has, in the past, been deemed not ‘fit and proper’ by the Board, please provide relevant details of the same.

10 · DECLARATION

10 · 1.Give the following declarations signed by two directors:

10 · An ESG rating provider shall, wherever necessary, disclose to the client, all possible sources of conflict of duties and interests, which could impair its ability to make fair, objective and unbiased ratings.

11 · An ESG rating provider shall ensure that no conflict of interest exists between any member participating in the rating analysis, and that of the person who is being rated or whose securities are being rated.

12 · An ESG rating provider shall not make any exaggerated statement, whether oral or written, to the client either about its qualification or its capability to render any services or its achievements with regard to the services rendered to other clients.

13 · An ESG rating provider shall not make any untrue statement, suppress any material fact or make any misrepresentation in any documents, reports, papers or information furnished to the Board, stock exchange or public at large.

14 · An ESG rating provider shall promptly inform the Board about any action, legal proceedings etc., initiated against it alleging any material breach or noncompliance by it, of any of the laws, rules, regulations to which it is subject, and of directions of the Board or of any other regulatory body.

15 · An ESG rating provider shall maintain an appropriate level of knowledge and competence and abide by the provisions of the Act, regulations and circulars, which may be applicable and relevant to the activities carried on by the ESG

16 · An ESG rating provider shall ensure that there is no misuse of any privileged information including prior knowledge of ESG rating decisions or changes.

17 · An ESG rating provider or any of its employees shall not render, directly or indirectly any investment advice about any security being rated or about any rated person or the person whose securities are rated in publicly accessible media.

18 · An ESG rating provider shall ensure that any change in registration status or any material change in financials or in case of any penal action taken by the Board which may adversely affect the interests of clients or investors is promptly informed to the clients and any business remaining outstanding is transferred to another registered person in accordance with any instructions of the affected clients or investors.

19 · An ESG rating provider shall maintain an arm's length relationship between its ESG rating activity and any other activity.

20 · An ESG rating provider shall develop its own internal code of conduct for governing its internal operations and laying down its standards of appropriate conduct for its employees and officers in the carrying out of their duties within the ESG rating provider and as a part of the industry. Such a code shall provide for the maintenance of professional excellence and standards, integrity, confidentiality, objectivity, avoidance of conflict of interests, disclosure of shareholdings and interests, etc. Such a code shall also provide for procedures and guidelines in relation to the establishment and conduct of the officers and employees serving in the rating process.

21 · An ESG rating provider shall provide adequately empower its compliance officer to enable him or her to effectively discharge his duties.

22 · An ESG rating provider shall ensure that the senior management, particularly decision makers, have access to all relevant information about its business

23 · An ESG rating provider shall ensure that good corporate policies and corporate governance are adopted and followed.

24 · ESG rating provider shall not, generally and particularly, in respect of issuers or securities rated by it, be party to or instrumental for—