Escrow requirement secures acquirer obligations in takeovers; funds release and forfeiture governed by specified conditions. Regulation 28 mandates that an acquirer deposit an escrow amount as security for obligations under takeover regulations, calculated on total consideration assuming full acceptance and highest price where differential pricing applies. Acceptable escrow forms are cash with a scheduled commercial bank, a bank guarantee in favour of the merchant banker, or approved securities with margin. The merchant banker must be empowered to realise or instruct payment; guarantees must remain valid through a specified post-closure period. Escrow value must be increased on upward revision of the offer, and the Board may forfeit escrow for non-fulfilment, with realised proceeds distributed to investor protection mechanisms and eligible shareholders.