Schedule - 16A - Nature of changes in the offer document requiring filing of updated offer document [See regulation 59e (2)] - Securities And Exchange Board of India (Issue Of Capital And Disclosure Requirements) Regulations, 2018

1 [SCHEDULE XVI-A - NATURE OF CHANGES IN THE OFFER DOCUMENT REQUIRING FILING OF UPDATED OFFER DOCUMENT [See regulation 59E (2)] (1) Changes which require fresh filing of the pre-filed draft offer document or draft offer document with the Board, along with fees: (a) If changes are made in the pre-filed draft offer document after receipt of observations or comments from the Board with respect to any of the following, the issuer shall file the fresh pre-filed draft offer document or draft offer document with the Board in terms of the applicable provisions of these regulations, along with the fees as specified in Schedule III: (i) Change in the promoter of the issuer. (ii) Change in more than half of the board of directors of the issuer. (iii) Change in the main objects clause of the issuer. (iv) Any addition to the objects of the issue resulting in an increase in the estimated issue size or estimated means of finance by more than fifty per cent. (v) If there are grounds to believe that there is an exacerbation of risk on account of deletion of an object resulting in a decrease in issue size by more than fifty per cent. (vi) In case of a fresh issue, any increase or decrease in the estimated issue size 2 [ (in Rupee value) ] by more than fifty percent. (vii) In case of an offer for sale, any increase or decrease in the number of shares offered for sale or the estimated issue size 3 [ (in Rupee value), whichever is disclosed in the draft offer document ] , by more than fifty percent. (viii) In case of an issue comprising of both fresh issue and offer for sale, any increase or decrease in the respective limits as specified in clause (vi) and clause (vii). (ix) Any increase in estimated deployment in any of the objects of the issue by more than twenty per cent. (b) Changes which may result in non-compliance with the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the lead manager(s) or issuer do not intend to seek relaxation under regulation 303 of the said regulations. (2) Changes which require filing of the updated pre-filed offer document with the Board, along with fees: (a) If changes are made in the pre-filed offer document with respect to any of the following, the issuer shall file an updated offer document with the Board, along with payment of fees as specified in Schedule III: (i) Section 1: Risk Factors: Any material development which may result in potential risk and may require updation in this section. (ii) Section 2: Capital Structure: An aggregate increase of 5 percent or more in the shareholding of the promoter or promoter group or an aggregate increase of 5 per cent. or more in the shareholding of the top ten shareholders. (iii) Section 3: Issue Size: Any addition or deletion to the objects of the issue resulting in a change in the estimated issue size or estimated means of finance by more than 10 percent and not exceeding 20 per cent. (iv) Section 4: Management: Appointment of any new director. (v) Section 5: Promoter Group: Any addition to the promoter group or group companies. (vi) Section 6: Financial Statements: Any variation in net profit after tax or net loss and/ or extraordinary items in excess of 10 percent over the last updated financials included in the draft offer document. (vii) Section 7: Legal and other information: Any new litigation or any development about a pending litigation which is considered material by the lead manager(s). (b) After filing the updated offer document with the Board, the issuer may proceed with the issue after receiving a confirmation to this effect from the Board. (3) Changes which require filing of the updated offer document with the Board, without fees: All other changes or updations in the pre-filed offer document which are not covered under paras (1) and (2) above shall be carried out in the offer document and the updated offer document shall be filed with the Board without any fees. ] *************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2022/107 dated 23-11-2022 2. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/178 dated 17-05-2024 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/178 dated 17-05-2024