NSE updates mainboard migration rules for SME-listed firms; new criteria on capital, revenue, shareholding, and compliance take effect from May 1, 2025.
The National Stock Exchange (NSE) has updated the rules for companies listed on its SME platform that want to shift to the mainboard. The revised criteria will apply from May 1, 2025, as per the circular issued on April 24.
Minimum Listing Period and Capital
- Companies need to be listed on the SME platform for at least three years.
- They must have a paid-up equity capital of ₹10 crore or more.
- The average market capitalisation should be ₹100 crore or above, calculated based on the product of the share price (average of weekly high and low closing prices for the last three months) and total post-issue shares.
Financial Record
- Revenue from operations must be over ₹100 crore in the previous financial year.
- Companies should have reported a positive operating profit from operations in two out of the last three financial years.
- At the time of applying, the promoter and promoter group must hold at least a 20% stake.
- The promoter’s holding must not be less than 50% of what it was at the time of SME listing.
- There should be a minimum of 500 public shareholders on the application date.
Other Requirements
To be eligible, the company:
- Should have a net worth of at least ₹75 crore
- Must not have any pending IBC proceedings or winding-up petitions
- Should not have faced regulatory actions like trading suspension in the past 3 years
- Must not be debarred by SEBI, nor should its promoters, directors, or subsidiaries
- Should have no unresolved complaints in SEBI’s SCORES system
- Must not have defaulted on interest or principal payments
- Should observe a 2-month cooling period if its shares were recently under the trade-to-trade or surveillance category
Implementation
These revised rules will apply to all applications submitted from May 1, 2025, for migration from NSE’s SME platform to its mainboard.
Conclusion
With these revised norms, the NSE plans to introduce a more structured and financially robust system for SME companies transitioning to the mainboard, while making sure of compliance, investor protection, and operational credibility.
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