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Schedule - 03 - Fees to be paid along with draft offer draft letter of offer or offer document [See regulations 25(1), 25(6), 59c (1), 59e (2), 59e (3), 71(9), 123(1), 123(6), 156(1), 186(5), 220(1), 287(1) and 288(1)] - Securities And Exchange Board of India (Issue Of Capital And Disclosure Requirements) Regulations, 2018Extract SCHEDULE III - FEES TO BE PAID ALONG WITH DRAFT OFFER 7 [ **** ] DRAFT LETTER OF OFFER OR OFFER DOCUMENT [See regulations 25(1), 25(6) 8 [71(9), ] 5 [59C (1), 59E (2), 59E (3)], 123(1), 123(6), 156(1), 186(5), 220(1), 287(1) and 288(1)] (1) In respect of every draft offer document, offer document in case of a fast track issue and 9 [ **** ] letter of offer as also in cases of updation of any draft offer document, fees at the rate as specified below, shall be payable to the Board. (2) The fees shall be paid in advance by way of direct credit in the Board s bank account through NEFT/RTGS/IMPS or 6 [ online payment using the SEBI payment gateway or any other mode as may be specified by the Board from time to time ] . (a) Public issue: 1 [Size of the issue, including intended retention of oversubscription Amount / Rate of fees for fresh filing Amount / Rate of fees for filing within one year after expiry of SEBI Observation letter Less than or equal to ten crore rupees. A flat charge of one lakh rupees (Rs. 1,00,000/-). A flat charge of fifty thousand rupees (Rs. 50,000/-). More than ten crore rupees, but less than or equal to five thousand crore rupees. 0.1 per cent of the issue size. 0.05 per cent of the issue size. More than five thousand crore rupees. Five crore rupees ( Rs. 5,00,00,000/-) plus 0.025 per cent of the portion of the issue size in excess of five thousand crore rupees (Rs. 5000,00,00,000/-). Two crore fifty lakh rupees (Rs. 2,50,00,000/-) plus 0.0125 per cent. of the portion of the issue size in excess of five thousand crore rupees (Rs. 5000,00,00,000/-) ] 3 [Size of the issue, including intended retention of over-subscription Amount / Rate of fees Amount / Rate of fees for filing within one year after expiry of SEBI Observation letter Less than or equal to ten crore rupees. A flat charge of fifty thousand rupees (50,000/-). A flat charge of twenty five thousand rupees (25,000/-). More than ten crore rupees, but less than or equal to five thousand crore rupees. 0.05 per cent. of the issue size. 0.025 per cent of the issue size. More than five thousand crore rupees. Two crore fifty lakh rupees (2,50,00,000/-) plus 0.0125 per cent. of the portion of the issue size in excess of five thousand crore rupees (5000,00,00,000/-). One crore twenty five lakh rupees (1,25,00,000/-) plus 0.00625 per cent. of the portion of the issue size in excess of five thousand crore rupees (5000,00,00,000/-). ] (b) Rights issue: 2 [ Size of the issue, including intended retention of over subscription Amount / Rate of fees for fresh filing 10 [ **** ]] Less than or equal to ten crore rupees A flat charge of fifty thousand rupees (Rs. 50,000/-). More than ten crore rupees 0.05 per cent of the issue size. 4 [Size of the issue, including intended retention of oversubscription Amount / Rate of fees Amount / Rate of fees for filing within one year after expiry of SEBI Observation letter Less than or equal to ten crore rupees# A flat charge of twenty five thousand rupees (25,000/-). A flat charge of twelve thousand five hundred rupees (12,500/-). More than ten crore rupees# 0.025 per cent. of the issue size. 0.0125 per cent of the issue size. # to be read as twenty-five crores with effect from April 21, 2020 ] (c) Listing without a public issue: Paid-up capital of the entity Amount / Rate of fees Less than or equal to ten crore rupees. A flat charge of one lakh rupees (Rs. 1,00,000/-). More than ten crore rupees, but less than or equal to five thousand crore rupees. 0.1 per cent. of the paid-up capital More than five thousand crore rupees. Five crore rupees (Rs. 5,00,00,000/-) plus 0.025 per cent. of the portion of the paid-up capital in excess of five thousand crore rupees (Rs. 5000,00,00,000/-). (d) Updation of an offer document: Amount / Rate of fees Where updations or changes are made in any of the sections specified in Para 2 of Schedule XVI of these regulations Ten thousand rupees (Rs. 10,000/-) for updations or changes per section, subject to total fee not exceeding one fourth (1/4th) of the filing fees paid at the time of filing the draft document with the Board or fifty thousand rupees (Rs. 50,000/-), whichever is higher. NOTES (1) Where the issue size is not determinable at the time of submission of the draft offer document or the offer document in case of a fast track issue, the issuer shall pay fees mentioned at para (2), based on the estimated issue size. (2) If the issue size estimated by the issuer differs from the eventual issue size and thereby: (a) the fees paid by the issuer is deficient, the balance fee shall be paid by the issuer within seven days of finalisation of the basis of allotment; or (b) the fees paid by the issuer is in excess, excess fee shall be refunded by the Board to the issuer. ************ NOTES:- 1. Substituted vide Notification No. SEBI/L.A.D.-N.R.O./G.N./2019/03 vide 22-03-2019 before it was read as, Size of the issue, including intended retention of oversubscription Amount / Rate of fees Less than or equal to ten crore rupees. A flat charge of one lakh rupees (1,00,000/-). More than ten crore rupees, but less than or equal to five thousand crore rupees. 0.1 per cent. of the issue size. More than five thousand crore rupees. Five crore rupees (5,00,00,000/-) plus 0.025 per cent. of the portion of the issue size in excess of five thousand crore rupees (5000,00,00,000/-). 2. Substituted vide Notification No. SEBI/L.A.D.-N.R.O./G.N./2019/03 vide 22-03-2019 before it was read as Size of the issue, including intended retention of oversubscription Amount / Rate of fees Less than or equal to ten crore rupees A flat charge of fifty thousand rupees(50,000/-). More than ten crore rupees 0.05 per cent. of the issue size. 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/011 dated 08-05-2020 w.e.f. 01-06-2020 - 31-12-2020 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/011 dated 08-05-2020 w.e.f. 01-06-2020 - 31-12-2020 5. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/107 dated 23-11-2022 6. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/121 dated 07-02-2023 w.e.f. 01-04-2023 before it was read as, any other mode allowed by RBI or by means of a demand draft drawn in favour of the Securities and Exchange Board of India payable at the place of office of the Board, in terms of Schedule IV, where the draft offer document or offer document or updated draft offer document, as the case may be, is filed. 7. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, DOCUMENT/ 8. Substituted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, 71(1), 71(6), 100(1), 9. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, draft 10. Omitted vide F. No. SEBI/LAD-NRO/GN/2025/233 dated 03-03-2025 w.e.f. 03-03-2025 (For effective date in certain cases see Notification) before it was read as, Amount / Rate of fees for filing within one year after expiry of SEBI Observation letter A flat charge of twenty five thousand rupees (Rs. 25,000/-). 0.025 per cent of the issue size.
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