The growing urgency of climate change, social inequality, and ethical lapses in corporate behavior has catalyzed a global shift in how businesses are held accountable. Environmental, Social, and Governance (ESG) mandates have emerged as essential tools in redefining corporate responsibility beyond traditional profit-centric paradigms. This paper examines the evolving relationship between ESG frameworks and corporate governance, analyzing how regulatory imperatives and stakeholder expectations are reshaping the roles of boards, management, and shareholders. In India, the introduction of SEBI’s Business Responsibility and Sustainability Report (BRSR), along with broader CSR mandates under the Companies Act, signals a regulatory transition toward integrated sustainability governance. The paper explores how ESG considerations influence board oversight, fiduciary duties, and disclosure norms, drawing comparisons with international regimes such as the EU’s CSRD and the US SEC’s climate disclosure proposals.

In addition to mapping the regulatory landscape, the paper critically analyzes key implementation challenges, including greenwashing, lack of standardization, weak enforcement, and the absence of reliable ESG metrics. Through comparative insights and empirical correlations between ESG adoption and corporate performance, it argues that robust governance structures are vital for meaningful ESG compliance. Finally, the paper offers recommendations to enhance the credibility, transparency, and effectiveness of ESG integration in Indian corporate governance, highlighting the need for regulatory capacity building, third-party audits, stakeholder inclusivity, and alignment with global standards. In doing so, the paper contributes to the growing discourse on sustainable capitalism and the future of corporate accountability in emerging markets.