As at April 1, 2024, the composition of the Board of Directors of Cortel Ltd, an unlisted company comprised of seven directors as under: Name Designation Aparan Executive chairman (executive and non-independent) Sesh Man

According to Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed entity shall constitute a qualified and independent audit committee as under: The Audit Committee shall have minimum three directors as members. Atleast two-thirds of the members of the audit committee shall be independent directors All members of the Audit Committee shall be financially literate and at least one member shall have accounting or related financial management expertise. The Chairperson of the Audit Committee shall be an independent director and he shall be present at Annual General Meeting to answer shareholders queries. Whereas, from the facts given above, it can be seen that the audit committee has four directors and the condition that the Audit Committee shall have minimum three directors is satisfied. But, the Chairman of the audit committee is Sesh who happens to be the Managing Director of the Company and hence he is not an Independent Director. Hence, the condition that the Chairman of the Audit Committee shall be an independent director is not satisfied. Similarly, Aparan is the Executive Chairman of the Company and Yuga is a women director, nonindependent. Hence both Aparan and Yuga are non-independent directors. The condition that 2/3rd of the members of the Audit Committee shall be independent directors is also not satisfied. Also, all members of the Audit Committee shall be financially literate and at least one member shall have accounting or related financial management expertise. In the given facts of the case, only the majority of the members of the Audit Committee have the ability to read and understand the financial statements but none of them have accounting or related financial management expertise. Hence, this condition is also satisfied. Therefore, it can be summed up that in view of the above position, the constitution of the Audit Committee is not proper post listing of the Company's shares and accordingly, the present constitution of the Audit Committee cannot be continued post listing of the Company's shares.