SCHEDULE - 11 - Fee in respect of draft scheme of arrangement [see regulations 37, 59A, 94 and 94A] - Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

3 [ Schedule XI Fee in respect of draft scheme of arrangement [see regulations 37, 59A, 94 and 94A] 1. An entity with listed specified securities, or listed specified securities and listed nonconvertible debt securities or non-convertible redeemable preference shares, shall, along with the draft scheme of arrangement, remit a fee at the rate of 0.1% of the paid-up share capital of the listed/ transferee/ resulting company, whichever is higher, post the sanction of the scheme by the National Company Law Tribunal: Provided that the total amount of fees payable shall not exceed five lakh rupees. 2. An entity with only listed non-convertible debt securities or non-convertible redeemable preference shares, shall, along with the draft scheme of arrangement, remit a fee at the rate of 0.1% of the amount of outstanding debt of the listed/ transferee/ resulting company, whichever is higher, post the sanction of the scheme by the National Company Law Tribunal: Provided that the total amount of fees payable shall not exceed five lakh rupees. 4 [ 3. The fees shall be paid by way of direct credit into the bank account of the Board through NEFT/ RTGS/ IMPS or online payment using the SEBI Payment Gateway or any other mode as may be specified by the Board from time to time. ]] *********** 1 Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f. 6.3.2017. 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as ₹ 5,00,000 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2022/103 dated 14-11-2022 before it was read as, 1 [Schedule XI Fee in respect of draft scheme of arrangement [see regulations 37 and 94] 1. The listed entity shall, along with the draft scheme of arrangement, remit fee at the rate of 0.1% of the paid-up share capital of the listed/transferee/resulting company, whichever is higher, post sanction of the scheme, subject to a cap of 2 [ five lakh rupees ] /-. 2. The fee specified in clause 1 shall be paid by way of direct credit to the bank account of the Board through NEFT/RTGS/IMPS or any other mode allowed by RBI or by means of a demand draft in favour of Securities and Exchange Board of India payable at Mumbai.] 4. 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, 3. The fees shall be paid by way of direct credit to the bank account of the Board through NEFT/ RTGS/ IMPS or any other mode allowed by RBI or by means of a demand draft in favour of Securities and Exchange Board of India payable at Mumbai.