Companies listed on NSE Emerge or BSE SME can graduate to the Mainboard once they clear the eligibility bar set by the exchanges under SEBI's ICDR framework. Both exchanges raised that bar in 2025 — here is what the criteria now look like, and what it takes to be ready.
Migration moves a company out of the SME segment's structural constraints — large lot sizes, limited institutional participation, mandatory market making — and into the Mainboard's deeper, broader market. The eligibility test is arithmetic. The re-rating is not: it depends on whether the investor community understands the business before, during and after the move.
Trading in single units rather than fixed SME lots opens the register to retail investors and to institutions whose mandates exclude SME-platform scrips.
Mainboard status brings the company into the universe screened by domestic funds, index providers and sell-side research desks.
Deeper price discovery and continuous disclosure discipline typically narrow the SME discount over time.
The two exchanges test different things. NSE applies a revenue-led test; BSE applies a profit- and liquidity-led test. That distinction matters at the IPO stage, because the platform a company lists on today determines the bar it must clear tomorrow.
| Criterion | NSE Emerge → NSE Mainboard | BSE SME → BSE Mainboard |
|---|---|---|
| Listing history on SME platform | At least 3 years | At least 3 years |
| Paid-up equity capital | Not less than ₹10 crore | Not less than ₹10 crore |
| Revenue from operations | Above ₹100 crore in the preceding financial year | Not a primary test — available as an alternative route to the liquidity condition |
| Profitability | Positive operating profit in at least 2 of the last 3 financial years | Operating profit (EBITDA) of at least ₹10 crore in each of the last 3 financial years, averaging at least ₹15 crore |
| Net worth | At least ₹75 crore | Positive net worth (restated, consolidated) in each of the last 3 financial years |
| Net tangible assets | — | At least ₹3 crore in each of the last 3 financial years |
| Average market capitalisation | Not less than ₹100 crore (3-month average) | Not less than ₹100 crore (6-month average) |
| Minimum public shareholders | 500 as on the date of application | 1,000 Raised from 250 |
| Promoter holding | Minimum 20% at application; must not fall below 50% of holding as on the SME listing date | Minimum 20% at application; entire promoter holding in dematerialised form |
| Trading liquidity test | — | Prescribed floors on shares traded, trading days, daily turnover and number of trades |
| Shareholder approval | Special resolution under the SEBI (ICDR) Regulations — votes cast by non-promoter shareholders in favour must substantially exceed those against | |
Thresholds reflect NSE's revised criteria effective 1 May 2025 and BSE's revised framework announced in August 2025. Exchanges update these notices periodically — confirm against the latest circular before filing.
Below is the fuller shape of each exchange's requirement set, including the conditions that are easy to overlook until they block an application.
Financial eligibility gets an application filed. These conditions decide whether it is approved. Each is a binary check — a single open item can stall the entire migration.
Migration is a choice — until it isn't. Under the SEBI (ICDR) Regulations, 2018, a company listed on an SME platform may remain there while its post-issue paid-up capital stays within ₹25 crore.
Once paid-up capital crosses that threshold, the company must migrate to the Mainboard and comply with Mainboard obligations. Growing companies therefore need to plan migration readiness well ahead of the capital-raising round that takes them past the line — not after it.
A rights issue, preferential allotment, bonus issue or QIP can push paid-up capital past ₹25 crore faster than the eligibility metrics catch up. Boards should test the migration criteria before approving the capital structure change, so that a mandatory move does not arrive before the company can satisfy the exchange's financial and liquidity tests.
Note: migration does not require separate SEBI approval. Approval from the stock exchange is the controlling authorisation.
From board approval to the first day of Mainboard trading, a well-prepared company typically completes the process in three to five months. Timelines depend almost entirely on how clean the compliance record is when the application is filed.
Test the last three years of restated financials, shareholding pattern, market capitalisation and liquidity data against the exchange's current criteria. Identify gaps early — shareholder count and liquidity take the longest to fix.
Board resolution approving migration, appointment of advisors, and intimation to the exchange under LODR.
Special resolution passed by postal ballot or at a general meeting, with the non-promoter vote counted separately as prescribed under the ICDR Regulations.
Filing with the exchange along with restated financials, auditor and credit rating agency certificates on IPO fund utilisation, compliance confirmations, shareholding pattern and undertakings from promoters and directors.
Listing department review, clarifications and, where applicable, a hearing. SCORES status, surveillance history and LODR filings are examined in this phase.
In-principle and final approval, notice of the migration date, delisting from the SME platform and commencement of trading in the Mainboard segment. Market-making obligations fall away.
The step most companies underinvest in — re-introducing the company to a new and larger investor universe through disclosure, earnings communication and structured investor outreach.
Migration changes the market structure the company trades in — and the standard of disclosure it is held to.
The SME minimum lot size no longer applies, removing the biggest barrier to retail participation in the scrip.
Mandatory market-making obligations cease; liquidity becomes a function of genuine investor demand.
The company enters the investable universe of funds and portfolio managers whose mandates exclude SME-platform securities.
Disclosure, reporting frequency and governance requirements step up to Mainboard standards, and materiality thresholds tighten.
Coverage and comparison against Mainboard peers begins. Guidance discipline and earnings communication start to affect valuation directly.
The company becomes eligible for consideration in broader market indices, subject to the relevant index methodology.
We work with SME-listed companies from the diagnostic stage through the first full year on the Mainboard — so the move is not just approved, but understood by the market.
Gap assessment against the current exchange criteria, shareholder-base and liquidity review, and a roadmap for the metrics that need time to build.
Board and shareholder communication, migration announcements, and an updated investor presentation and equity story for a Mainboard audience.
Quarterly earnings calls and releases, institutional and retail outreach, analyst engagement, and a disciplined disclosure calendar under full LODR obligations.
Let's assess where your company stands against the current NSE and BSE criteria — and what the market needs to hear before, during and after the move.