Exit offer for dissenting shareholders required when control-related proposals are opposed, with prescribed pricing and procedural safeguards. Regulations mandate that promoters or controlling shareholders must make an exit offer to dissenting shareholders when a specified minority votes against changes in objects or contract terms and funds utilised for the original objects fall below a threshold. Eligible dissenters are those holding shares on the relevant date. The exit price is determined by the highest of specified acquisition-based benchmarks or, for infrequently traded shares, a merchant banker valuation. The regime prescribes merchant banker appointment, escrow security, tendering period mechanics, withdrawal rights, settlement via recognised exchange mechanisms, prompt payment timelines, and detailed post-offer disclosures. Promoters must ensure non-public shareholding limits are not breached.