The Securities and Exchange Board of India (“SEBI”), in the exercise of its powers under Section 11(1) and Section 11(A) of the Securities and Exchange Board of India Act, 1992, read with Regulation 101 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”), vide Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42[1], dated March 28, 2025 introduced certain key amendments. The provisions laid hereunder shall come into effect immediately.
I. Key Modifications in ESG Disclosure Framework
(a) Green Credit Disclosures
- Under Principle 6 of Business Reporting Sustainable Reporting (“BRSR”) of Annexure 16 of SEBI’s Master Circular on LODR Compliance dated November 11, 2024), an additional leadership indicator shall be included to disclose Green Credits generated or procured by either the listed entity or by the top 10 (ten) value chain partners (by purchase and sales value).
- Applicability: These disclosures shall be mandatory for BRSR disclosures from FY 2024-25 onwards.
(b) BRSR Core – Option for Assessment or Assurance
To reduce compliance costs and make the ESG verification process profession-agnostic, SEBI introduced flexibility in BRSR Core verification:
- Listed entities may choose either “Assessment” or “Assurance” for BRSR Core verification, as per standards developed by the Industry Standards Forum (ISF) in consultation with SEBI.
- New Key Performing Indicators (“KPIs”) introduced include job creation in small towns, openness of business, and gross wages paid to women.
- Purchasing Power Parity (PPP)-adjusted intensity ratios shall now be a part of BRSR Core for better global comparability.
- Applicability Timeline for BRSR Core Compliance:
| Financial Year | Applicability of BRSR Core to Top Listed Entities (by Market Capitalization) |
| 2023-24 | Top 150 listed entities |
| 2024-25 | Top 250 listed entities |
| 2025-26 | Top 500 listed entities |
| 2026-27 | Top 1000 listed entities |
- Independence of Assessors: Listed entities must ensure that the appointed Assessment or Assurance Providers possess the necessary expertise and experience do not have conflicts of interest (e.g., do not sell products or offer consulting services to the listed entity).
- Revised Terminology: The phrase “Data & Assurance Approach” in BRSR Core is now replaced with “Data & Assessment or Assurance Approach”.
(c) ESG Disclosures for Value Chain – Revised Thresholds and Timeline
SEBI has provided additional time for compliance and eased disclosure norms for value chain ESG reporting:
- The value chain shall now only include upstream and downstream partners contributing at least 2% (two percent) of the entity’s total purchases and sales (by value).
- However, listed entities may limit their disclosures to 75% (seventy five percent) of total purchases and sales.
- Deferral of Mandatory Value Chain ESG Disclosures:
| Financial Year | Applicability of ESG Value Chain Disclosures |
| 2025-26 | Voluntary ESG disclosures for top 250 (two hundred and fifty) listed entities |
| 2026-27 | Voluntary assessment or assurance for value chain ESG disclosures |
- First-Year Reporting Relaxation: For FY 2025-26, reporting previous year’s ESG value chain data (FY 2024-25) shall be voluntary.
- Entities providing ESG disclosures for the value chain must specify the percentage of sales and purchases covered.
[1]https://www.sebi.gov.in/legal/circulars/mar-2025/measures-to-facilitate-ease-of-doing-business-with-respect-to-framework-for-assurance-or-assessment-esg-disclosures-for-value-chain-and-introduction-of-voluntary-disclosure-on-green-credits_93102.html