XYZ Infrastructure Investment Trust wishes to go for delisting of units and winding up of the INVIT. As a company secretary describe the procedure of the same.

To The Board of Directors XYZ Infrastructure Investment Trust Sub: Delisting of Units and winding up of the InvIT As per Regulation 17 of the SEBI (Infrastructure Investment Trust) Regulations, 2014, the investment manager shall apply for delisting of units of the InvIT to the Board and the designated stock exchanges if: the public holding falls below the specified limit under these regulations. the number of unit holders of the InvIT falls below the limit as prescribed in these regulations. if there are no projects or assets remaining under the InvIT for a period exceeding six months and InvIT does not propose to invest in any project in future. SEBI or the designated stock exchanges require such delisting for Violation of the listing agreement or these regulations or the Act; the trustee and investment manager requests such delisting and such request has been approved by unit holders in accordance with these regulations. the trustee and the Investment Manager of a privately placed and listed InvIT chooses to convert InvIT to a privately placed unlisted InvIT and such request has been approved by unit holders. However, exit shall be provided to dissenting unitholders. unit holders apply for such delisting in accordance with these regulations. SEBI or the designated stock exchanges require such delisting in the interest of the unit holders. Note: In Clause (c), the period may be extended by further 6 months, with the approval of unit holders in the manner as prescribed in these regulations. if clause (a) or (b) is breached, the trustee may provide a period of six months to the investment manager to rectify the same, failing which shall apply for such delisting. In case of PPP projects, such delisting shall be subject to relevant Clauses in the concession agreement SEBI and the designated stock exchanges may consider such application for delisting for approval at rejection as may be appropriate in the interest of the unit holders. SEBI may, instead of delisting of the units, if it deems fit, provide additional time to the InvIT or parties to the InvIT to comply with above mentioned conditions. SEBI may reject the application for delisting and take any other action, as it deems fit, under these regulations or the Act for violation of the listing agreement or these regulations or the Act. The procedure for delisting of units of InvIT including provision of exit option to the unit holders shall be in accordance with the listing agreement and in accordance with procedure as may be specified by SEBI and by the designated stock exchanges from time to time. After delisting of its units, the InvIT shall surrender: its certificate of registration to SEBI and shall no longer undertake activity of an InvIT. The InvIT and parties to the InvIT shall continue to be liable for all their acts of omissions and commissions with respect to activities of the InvIT notwithstanding surrender of registration to SEBI.