Exit offer requirements set thresholds and price benchmarks to protect dissenting shareholders and prescribe escrow, tendering and payment procedures. Schedule XX requires promoters or controlling shareholders to make an exit offer to dissenting shareholders when a prescribed dissent threshold is met and proceeds utilisation falls below a specified proportion. The exit price is the highest of defined acquisition- and market-based benchmarks or a valuation where shares are not frequently traded. Procedural steps include disclosure in meeting notice and explanatory statement, stock exchange notification and dissemination, appointment of a SEBI-registered merchant banker, creation of an escrow with deposit of consideration before tendering, a defined tendering period with withdrawal rights, settlement via stock exchange mechanisms, prompt payment to accepted dissenting shareholders, post-offer disclosures, and measures to ensure compliance with maximum non-public shareholding limits.