Directors Report of Frog Innovations Ltd.

Mar 31, 2025

Your directors present their 21^st Annual Report on the Business and Operations of the Company and the Audited Financial
Statements for the year ended 31^st March, 2025.

FINANCIAL RESULTS: '' in Lacs

	Standalone	Standalone	Consolidated	Consolidated
Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from Operations	21,935.09	15,768.33	21,938.96	15,773.31
Other Income	280.76	307.25	283.71	318.66
Gross Revenues	22,215.86	16,075.58	22,222.67	16,091.98
Profit before Interest, Depreciation, Tax & Amortization (EBITDA)	3,793.66	2,284.25	3,810.83	2,366.20
Interest	97.21	47.01	97.30	47.11
Depreciation & Amortization	426.51	309.53	429.27	311.27
Profit before Tax	3,269.94	1,927.71	3,284.26	2,007.82
Provision for Tax/Deferred Tax	914.19	416.39	929.25	495.93
Profit after Tax	2,355.75	1,511.32	2,355.02	1,551.89

REVENUES & OPERATIONAL ACHIEVEMENT:

i. Employee Stock Purchase Scheme 2023 (ESPS)

In FY25, we achieved a revenue of INR 21,938.96 Lacs
a notable increase from INR 15,773.31 Lacs in FY24. Our
adjusted EBITDA for FY25 was INR 3,810.83 Lacs, with a
margin of 17.14%. The PAT for FY25 stood at INR 2,355.02
Lacs, with margins at 10.59%, which is a testament to our
strategic initiatives and operational efficiencies.

LISTING WITH STOCK EXCHANGE:

The Company''s shares are listed on NSE (SME Platform)
under Trading Symbol Frog. The ISIN code of the Company
is INE385O01018. Your Company has paid requisite Annual
Listing Fees to National Stock Exchange of India Limited
(NSE) where its securities are listed.

DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (''Listing Regulations''), the Board of Directors of the
Company has adopted a Dividend Distribution Policy
(''Policy'') based on the need to balance the twin objectives of
appropriately rewarding the Company''s shareholders with
a dividend, and of conserving resources to meet its future
requirements. The Policy is available on the Company''s
website at: www.frogcellsat.com.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no material change
in the nature of business of the Company.

SHARE CAPITAL:

During the year under review there was a change in the
issued, subscribed and paid-up capital of the Company as
below:

The Board of Directors approved and allotted 46,650
shares each on August 12, 2024, and January 21, 2025
to its employees and employees of its subsidiary during
the year.

Disclosures required under Regulation 14 of Securities
and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 relating to
Employees Stock Purchase are given in ''Annexure VI''
to this Report.

Further, a certificate from the Secretarial Auditors on
the implementation of the Company''s Employees Stock
Incentive Plan will be available at the ensuing Annual
General Meeting for inspection by the members.

DIVIDEND:

The Board of Directors has not recommended any dividend
for the current financial year as the profits are conserved to
fund the future plans of the Company.

EXTRACT OF ANNUAL RETURN:

In accordance with section 134(3)(a) of the Act, the annual
return as referred in section 92(3) of the Companies Act,
2013 for the financial year under review shall be placed on
the website of the Company under the Investor Updates
section.

DEMATERIALIZATION OF SHARES:

Company''s shares are in dematerialization form with
National Security Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL)

RESEARCH AND DEVELOPMENT (R&D)

Approved by the DSIR (Department of Scientific and
Industrial Research), the company''s R&D setup has enabled
the development of proprietary technology, particularly in
DAS systems and indoor coverage solutions.

Frog Cellsat is the only Indian company with proprietary
DAS technology. This IP-led innovation has not only created
differentiation but also attracted marquee airport projects
and export opportunities.

We are dedicated to continuous research and development
to meet the telecom sector''s ever-evolving needs. Our
robust R&D capabilities enable us to develop high-quality,
innovative products that meet the latest technological
advancements and market demands.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the
public as defined under Chapter V of the Companies Act,
2013 and the Rules made thereunder.

DETAILS OF FRAUD REPORTED BY AUDITORS:

During the year under Review, no details of fraud were
reported by auditors of the company under Section 143(12)
of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186:

During the period under review, the Company has not made
any loan, guarantee or investment in terms of provisions of
Section 186 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to the Report
as Annexure-IV.

There are no employees employed throughout the financial
year who are in receipt of remuneration of '' 1,02,00,000
or more, or employed for part of the year in receipt of
'' 8,50,000 or more a month, under Rule 5 (2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 & its amendment thereto, therefore
there is no statement annexed.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES:

In line with the requirements of the Companies Act 2013
and the SEBI Listing Regulations, the Company has adopted
a policy on Related Party Transactions (RPT Policy''). During
the year, the RPT Policy was reviewed and amended
pursuant to the SEBI Listing Regulations, by the Board upon
recommendation of the Audit Committee. The updated RPT
Policy is available on www.frogcellsat.com

During the year under review, all the transactions entered
into by the Company with the Related Parties were at
arm''s length and in the ordinary course of business. These
transactions were pre-approved by the Audit Committee
including all Independent Directors on the Audit Committee.

Details of Related Party Transactions entered into by the
Company for FY 2024-25, in terms of Ind AS 24 have been
disclosed in Note no. 47 and 44 to the Standalone and
Consolidated Financial Statements respectively forming
part of this Annual Report.

The Company did not have any contracts or arrangements
with Related Parties in terms of Section 188(1) of the Act.
Accordingly, the disclosure of Related Party Transactions as
required under Section 134(3)(h) of the Act in Form AOC-2
is not applicable to the Company for FY 2024-25 and hence
does not form part of this Report.

AUDITORS:

Statutory Auditor

M/s Singhi Chugh & Kumar; Chartered Accountants, (FRN No
- 013613N), Delhi, were appointed as Statutory Auditors of
the Company for a period of 5 years at the Annual General
Meeting held in FY 2023 until the Annual General Meeting
of the Company to be held for FY 2028, as required under
Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014.

Secretarial Auditor

The Board has appointed Mr. Sanjay Chugh, Company
Secretary in Practice, to conduct a Secretarial Audit for the
FY 2024 - 25. The Secretarial Audit Report of the Company as
prescribed under Section 204 of the Companies Act, 2013,
for the FY ended March 31, 2025, is annexed herewith as
"Annexure-V" to this Report. The Secretarial Audit report
does not contain any qualification, reservation or adverse
remarks.

Internal Auditor

Pursuant to section 138 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, the Company
had appointed M/s. Rajan K. Gupta & Co. LLP., Chartered
Accountants, (FRN No - 005945C/C400352), as Internal
Auditor of the Company for the financial year 2024-25
pursuant to section 138 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014.

The role of internal auditors includes but is not limited to
review of internal systems, standard operating procedures,
adherence to statutory laws & other operational norms, as
set by the management, monitoring of implementation of
corrective actions required, reviewing of various policies
and ensure its proper implementation, etc.

During the Financial Year 2024-25 the Auditors have
not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3)(ca) of the Companies Act,
2013

COST RECORDS

The Company is required to maintain cost records as
specified by the Central Government as per Section 148(1)
of the Companies Act, 2013 ("the Act") and the rules framed
thereunder, and accordingly, the Company has made and
maintained such cost accounts and records.

AUDITORS REPORT:

The Audit for FY 2024-25 was conducted by M/s Singhi Chugh
& Kumar; Chartered Accountants, (FRN No - 013613N) and
there are no qualifications, reservations, adverse remarks
or disclaimers made by the Statutory Auditor in their Audit
Report. The Notes to the financial statements referred in the
Auditors Report are self-explanatory and therefore do not
call for any comments under Section 134 of the Companies
Act, 2013. The Auditors'' Report is enclosed with the financial
statements in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provision of Section 135(9) of
the Companies Act, 2013, if the amount to be spent by a
company under sub-section (5) does not exceed '' 50 lakhs,
the requirement for constitution of CSR Committee shall
not be applicable and thus the CSR committee constituted
previously stands dissolved. The functions of such
Committee shall be discharged by the Board of Directors
of the Company.

An Annual Report on CSR containing particulars as per
annexure prescribed in the CSR Rules made thereunder is
annexed herewith as Annexure III.

DETAILS OF BOARD OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND COMMITTEE MEETINGS:

Your Company has an appropriate mix of executive, nonÂ¬
executive and Independent Directors to maintain its
independence, and separate its functions of governance
and management. As on 31^st March, 2025 the Board
comprised of 7 (Seven) members, consisting of 1 (One)

Managing Director, 2 (Two) Executive Directors, 1 (One) NonÂ¬
Independent Non-Executive Director, 3 (Three) Independent
Directors and none of the directors are disqualified under
Section 164 of the Companies Act 2013.

In the opinion of the Board, the Independent Directors
appointed during the year possess requisite integrity,
expertise, experience and proficiency.

During the period under review, the following changes took
place:

1. Mr. Pankaj Gandhi has tendered resignation from the
post of Chief Executive Officer of the Company with
effect from 9th May, 2024.

2. Mrs. Manisha Makhija has tendered resignation from
the post of Company Secretary and Compliance Officer
of the Company with effect from 18th May, 2024.

3. Mr. Rajat Sharma has been appointed as the Deputy
Company Secretary & Compliance Officer of the
Company with effect from 1st July, 2024.

4. Mr. Umesh Singh has been appointed as Deputy Chief
Executive Officer of the Company with effect from 12th
August, 2024.

Pursuant to the provisions of Section 152 of the Companies
Act, 2013 Mr. Satish Bhanu Trivedi will retire by rotation at
the ensuing annual general meeting and is eligible, offers
himself for re-appointment. A resolution seeking approval
from the members for the re-appointment of Mr. Satish
Bhanu Trivedi as director of the Company shall be placed
before the members of the Company at the ensuing annual
general meeting of the Company.

KEY MANAGERIAL PERSONNEL

â¢ In accordance with the provisions of Section 2(51) read with Section 203 of the Companies Act, 2013 read with Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014, the KMP''s of the Company as on the date of this
report are as below: -

S. No.	Name of the Key Managerial Personnel	Designation
1.	Mr. Konark Trivedi	Managing Director
2.	Mrs. Sonal Trivedi	Whole Time Director
3.	Mr. Umesh Singh	Dy. Chief Executive Officer (Appointed w.e.f. 12.08.2024)
4.	Mr. Charan Jeet Kalra	Chief Financial Officer
5.	Mr. Rajat Sharma	Dy. Company Secretary & Compliance Officer (Appointed w.e.f. 01.07.2024)

SUMMARY OF THE BOARD & COMMITTEE COMPOSITION, PARTICULARS OF DIRECTORS, NUMBER OF MEETINGS
ATTENDED BY EACH BOARD MEMBER:

A. Board Composition-

Composition and Category of Directors as of March 31, 2025 is as follows:

Category	No. of Directors
Executive Directors	3 (Three)
Non-Executive Director	4 (Four)

Particulars of Director:

S.No.	Name of Directors	Category
1.	Mr. Konark Trivedi	Executive Director - MD
2.	Mrs. Sonal Trivedi	Executive Director - WTD
3.	Mr. Tarun Tularam Sharma	Executive Director - CTO
4.	Mr. Satish Bhanu Trivedi	Non-Executive Director
5.	Mr. Barathy Sundaram	Independent Director
6.	Mr. Ajay Kalayil Chacko	Independent Director
8.	Mr. Kamal Nath	Independent Director

Board Meetings:

Attendance of each Director at the Board Meetings and the last AGM held during the year 2024-25:

Name of Directors	No. of Board meeting attended	Last AGM attendance (Y/N)
Mr. Konark Trivedi	7	Y
Mrs. Sonal Trivedi	7	Y
Mr. Satish Bhanu Trivedi	3	N
Mr. Tarun Tularam Sharma	7	Y
Mr. Barathy Sundaram	7	Y
Mr. Ajay Kalayil Chacko	7	Y
Mr. Kamal Nath	6	N

Number of Board Meetings held:

There were Seven Board Meetings held during the year as per below stated dates: -

1. 9^th May 2024

2. 17^th July 2024

3. 12^th August 2024

4. 1 9^th October 2024

5. 28^th December 2024

6. 21^st January 2025

7. 11^th February 2025

B. Board Committee Meetings:

Audit Committee

There were Five Audit Committee Meetings held during the year as below:-

1. 9^th May, 2024

2. 17^th July 2024

3. 1 9^th October 2024

4. 28^th December 2024

5. 21^st January 2025

Nomination & Remuneration Committee

There were two Nomination & Remuneration Committee Meeting held during the year as below:-

1. 17^th July 2024

2. 12^th August 2024

Stakeholder Relationship Committee

There was one Stakeholder Relationship Committee Meeting held during the year as below:-

3. 28^th February 2025

A. Name and Designation of Compliance Officer:

Mr. Rajat Sharma - Deputy Company Secretary (Appointed w.e.f. 01.07.2024)

COMMITTEES OF THE BOARD

The Company has the following Committees of the Board of Directors. The details of various committees and members are
given below:

1. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors was constituted with the requirement of Section 177 of the Companies
Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

The Audit Committee comprises of the following Members:-

Name of the Director	Status	Nature of Directorship
Mr. Barathy Sundaram	Chairman	Independent Director
Mr. Konark Trivedi	Member	Managing Director
Mr. Ajay Kalayil Chacko	Member	Independent Director

During the Financial Year 2024-25, all recommendations made by the Audit Committee to the Board of Director were
accepted by the Board and there were no instances where the recommendations were not accepted.

2. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders'' Relationship Committee pursuant to the provisions of Section 178(5) of
the Companies Act 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

The stakeholders'' Relationship Committee comprises of the following Members: -

Name of the Director	Status	Nature of Directorship
Mr. Ajay Kalayil Chacko	Chairman	Independent Director
Mr. Kamal Nath	Member	Independent Director
Mr. Konark Trivedi	Member	Managing Director
Mrs. Sonal Trivedi	Member	Whole Time Director

3. NOMINAIION AND REMUNERAIION COMMIIIEE

The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of SEBI (Listing
Obligations & Disclosure Requirements) Regulations 2015 and Section 178 of the Companies Act 2013.

The Nomination & Remuneration Committee comprises of the following Members:-

Name of the Director	Status	Nature of Directorship
Mr. Kamal Nath	Chairman	Independent Director
Mr. Barathy Sundaram	Member	Independent Director
Mrs. Sonal Trivedi	Member	Whole Time Director
Mr. Satish Bhanu Trivedi	Member	Non-Executive Director

COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE
OF THEIR DUTIES

In order to ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and any other applicable
provisions, the Nomination and Remuneration Committee of the Board of Directors of the Company have formulated the
Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company has been made available on the website of the Company i.e.
www.frogcellsat.com.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the Financial Year 2024-25, i.e., on 28^th February 2025. Meeting of the
Independent Directors was conducted in an informal manner without the presence of the Chairman, Managing Director,
Non-Executive Directors, Chief Financial Officer and the Company Secretary & Compliance Officer.

DECLARATION OF INDEPENDENT DIRECTORS:

As on March 31,2025 the following Directors on your Board
were Independent:

1. Mr. Barathy Sundaram - Independent Director

2. Mr. Ajay Kalayil Chacko - Independent Director

3. Mr. Kamal Nath - Independent Director

Pursuant to the provisions of Section 134(3)(d) of the
Companies Act, 2013, disclosure is hereby given that
the Company has received declaration / confirmation
of independence from all the 3 (three) Independent
Directors, of the Company pursuant to Section 149(6) of
the Companies Act, 2013, as may amended from time to
time, after undertaking due assessment of the veracity of
the same and the Independent Directors have complied
with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013. The certificates of
Independence received from all the Independent Directors
have been duly noted by the Board.

BOARD EVALUATIONS:

Pursuant to the corporate governance requirements as
prescribed in the Companies Act, 2013 and the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015, the Board of
Directors has carried out an annual evaluation of its own
performance, Board Committees and of individual directors
by way of providing questionnaires which are pivotal for
strategic direction and improvement in governance of the
company at board level.

In a separate meeting of independent directors, performance
of non-independent directors, performance of the Board as
a whole, performance of the Committee(s) of the Board and
performance of the Chairman was evaluated, taking into
account the views of other directors.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR
ASSOCIATES:

Your Company has no associate or joint venture company.
The Company has below Wholly Owned Subsidiaries:-

1. Frog Tele Private Limited

2. Frog Services Private Limited

3. GORF UK Limited

Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013 a statement containing the salient
features of financial statements of the Company''s
subsidiaries in Form No. AOC-1 is attached to the financial
statements of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under Section 134 (3) (m) of the
Companies Act, 2013 is given to this report Annexure I.

REPORT ON THE PERFORMANCE OF SUBSIDIARIES,
ASSOCIATE COMPANIES & JOINT VENTURE

In accordance with Section 129(3) of the Companies Act,
2013, we have prepared Consolidated Financial Statements
of the Company and its subsidiary companies, which form
part of the Annual Report. Further, a statement containing
the salient features of the financial statements of our
consolidated subsidiaries in the prescribed format AOC-1
is annexed as "Annexure - II" to the Board Report. The
statement also provides details of the performance and
financial position of each of the subsidiaries.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013
do not apply as no dividend was declared and paid during
the year ended 31^st March, 2025.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company complied with the applicable Secretarial
Standards i.e., SS-1 and SS-2 with respect to Board Meetings
and General Meetings respectively specified by the Institute
of Company Secretaries of India.

VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy as a
part of its vigil mechanism. The purpose of the Policy is to
enable employees to raise concerns regarding unacceptable
improper practices and/or any unethical practices in the
organization without knowledge of the Management. All
employees shall be protected from any adverse action for
reporting any unacceptable or improper practice and/or
any unethical practice, fraud, or violation of any law, rule, or
regulation. This Policy is also applicable to the Directors and
Employees of the Company. The Policy is available on the
internal employee portal and the website of the Company.

SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2024-25, there were no significant
and material orders passed by the regulators or Courts or
Tribunals which can adversely impact the going concern
status of the Company and its operations in future.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has formulated and adopted a policy on
prevention of sexual harassment at workplace. During
the year under report, no complaint relating to sexual
harassment was received by the Company. The Internal
Complaints Committee (ICC) has been constituted as per
the Sexual Harassment of Women (Prevention, Prohibition
and Redressal) Act, 2013, and the committee includes
external members with relevant experience.

A senior woman employee is the presiding officer of the ICC,
with women comprising half of its total membership.

(a) number of complaints of sexual harassment received in
the year - Nil

(b) number of complaints disposed of during the year - Nil

Nil

COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961.

The Company is committed to providing a supportive
and inclusive workplace for all employees. In line with the
provisions of the Maternity Benefit Act, 1961. The Company
ensures that all eligible women employees are granted paid
maternity leave and other prescribed benefits.

During the year under review, no women employees availed
maternity leave.

The Company also provides flexible working arrangements
and nursing breaks to support employees in balancing work
and family responsibilities.

CREDIT RATING

The CRISIL Limited has issued grading as CRISIL SME 1 to the
company which indicates ''Highest'' level of Creditworthiness
in relation to other SMEs valid from July 02, 2025, to July 01,
2026.

POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") have mandated the formulation
of certain policies for all listed companies. All the Policies
are available on the Company''s website, www.frogcellsat.
com.

The key policies that have been adopted by the Company
pursuant to the provisions of the Companies Act, 2013
and the Rules framed thereunder, the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable laws
are as follows:

Sr. No.	Name of the Policy	Brief Particulars of the Policy
1.	Risk Management Policy	The Company has in place a Risk Management Policy. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
2.	Corporate Social Responsibility Policy	The Company has formulated the Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company. This Policy outlines the Company''s strategy to bring about a positive impact on society through activities and programs relating to education, sanitation, environment, etc.
		The CSR Policy of the Company is available on its website at the link: https://frogceMsat.com/investor_file/CSR_Policy.pdf
3.	Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company to comply with the requirements of Regulation 16(1) (c), Regulation 24 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
4.	Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
5.	Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism/Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons.
6.	Policy on Prevention of Sexual Harassment at Workplace	Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.

Sr. No.	Name of the Policy	Brief Particulars of the Policy
8.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect
9.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
10.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
11.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
12.	Code of Conduct for the Board of Directors and Senior Management Personnel	Your Company has in place a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove.
		Requisite annual affirmations of compliance with the Code have been received from the Directors and Senior Management of the Company. A declaration signed to this effect by Mr. Umesh Singh, Deputy Chief Executive Officer, is enclosed as Annexure-VII
13.	Policy for Insider Trading	This Policy prohibit an Insider from Trading in the securities of a company listed on any stock exchange when in possession of any unpublished price sensitive information in accordance with Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, Management Discussion and Analysis Report have been given separately and forms part

of this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under section 134 (5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:-

â¢ The applicable Accounting Standards have been followed in preparation of annual accounts.

â¢ The accounting policies selected were applied consistently and the judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the State of affairs of the Company as at 31^st March, 2025;

â¢ Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

â¢ The Annual Accounts for the year ended 31^st March, 2025 have been prepared on a going concern basis;

â¢ Internal financial controls have laid down by the company and that such internal financial controls are adequate and
were operating effectively;

â¢ Company has proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively;

GENERAL DISCLOSURES:

â¢ For the financial year ended 31^st March, 2025, the
Company has transferred profit of '' 2,355.75/- (In
Lakhs) to Reserves.

â¢ No material changes and commitments occurred
between the end of financial year 2024-25 and the date
of this report which may affect the financial position of
the Company.

â¢ The Company has established process to identify,
assess, monitor and mitigate key financial, operational,
business & compliance risks.

â¢ No fraud has been reported by auditors under Section
143(12) of the Companies Act, 2013

â¢ The Company has laid down adequate internal financial
controls over financial reporting to be followed by the
Company and such internal financial controls were
operating effectively.

â¢ During the year, company has not received any
complaints from shareholders or investors.

â¢ There was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 during the year as at the end of the financial year.

â¢ Your director state that the disclosure in respect of
issue of Employee Stock Purchase Scheme 2023 (ESPS)
have been given in Annexure VI and no disclosure or
reporting is required in respect of the following items
as there were no transactions on these items during
the year under review:

a) Issue of Equity Shares with differential rights as to
dividend, voting rights or otherwise.

b) Buy-back of equity shares from existing Equity
Shareholders.

c) Issue of Bonus Shares.

d) Preferential Allotment of shares.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT
OF VALUATION DONE AT THE TIME OF ONETIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

The requirement to disclose the details of difference
between the amount of the valuation done at the time of
onetime settlement and the valuation done while taking
loans from the Banks or Financial Institutions along with the
reasons thereof, is not applicable.

ADDITIONAL INFORMATION

The additional information required to be given under the
Companies Act, 2013 and the Rules made thereunder, has
been laid out in the Notes attached to and forming part of
the Annual Accounts. The Notes to the Accounts referred to
the Auditors'' Report are self-explanatory and therefore do
not call for any further explanation.

The Consolidated Financial Statements of your Company
form part of this Annual Report. Accordingly, this Annual
Report of your Company does not contain the Financial
Statements of its Subsidiaries. The Audited Annual Accounts
and related information about the Company''s subsidiaries
will be made available upon request. These documents
will also be available for inspection during all days except
Saturdays, Sundays and public holidays from 10.00 a.m.
(IST) to 4.00 p.m. (IST) at the Company''s Corporate Office.

ACKNOWLEDGEMENT:

Directors take this opportunity to express thanks to various
departments of the Central and State Government, Bankers,
Material Suppliers, Customers and Shareholders for their
continued support and guidance.

We extend our gratitude to the government for introducing
the Design-Led Manufacturing PLI scheme and also to
State Government for incentives related to investment
done in infrastructure. This represents a crucial milestone
that enhances our capital foundation and reinforces our
capacity for innovation. We are completely aligned with
the government''s initiative to promote local value addition
and view this scheme as a key accelerator for achieving our
long-term manufacturing and R&D objectives.

The Directors wish to place on record their appreciation
for the dedicated efforts put in by the employees of the
Company at all levels.

By Order of the Board of Directors
For Frog Cellsat Limited

Konark Trivedi Sonal Trivedi

Managing Director Whole Time Director

DIN:00537897 DIN:00537922

Place: London
Date: 07^th July 2025

Mar 31, 2024

Your directors present their 20^th Annual Report on the Business and Operations of the Company and the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS: Rs. in Lacs

	Standalone	Standalone	Consolidated	Consolidated
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023	For the year ended March 31, 2024	For the year ended March 31, 2023
Revenue from Operations	15,768.33	13,518.50	15,773.31	13,518.92
Other Income	307.25	118.42	318.66	109.97
Gross Revenues	16,075.58	13,636.91	16,091.98	13,627.99
Profit before Interest, Depreciation, Tax & Amortization (EBITDA)	2,284.25	2,582.27	2,366.20	2,264.77
Interest	47.01	67.91	47.11	53.47
Depreciation & Amortization	309.53	158.10	311.27	160.79
Profit before Tax	1,927.71	2,356.26	2,007.82	2,050.51
Provision for Tax/Deferred Tax	416.39	558.46	495.93	541.54
Profit after Tax	1,511.32	1,546.01	1,551.89	1,508.97

REVENUES & OPERATIONAL ACHIEVEMENT:

In FY24, we achieved a revenue of INR 15,773.31 Lacs a notable increase from INR 13,518.92 Lacs in FY23. This growth was driven by heightened investments in advanced telephony infrastructure by leading telecom operators, fueled by robust demand for data and voice services. Our adjusted EBITDA for FY24 was INR 2,366.20 Lacs, with a margin of 14.80%. The PAT for FY24 stood at INR 1,551.89 Lacs, with margins at 12.23, which is a testament to our strategic initiatives and operational efficiencies.

OUTLOOK:

Strategic Positioning:

Strategic Customer Acquisitions: Successfully onboarded new customers including Jio, Tejas, ITI Limited, Indus, and Crest Digital, expanding our market presence.

Industry Recognition: Listed on the NSE - SME Platform and received approval for the Design-led manufacturing PLI scheme worth over INR 660 million incentives.

Commitment to ''Make in India'': Aligned with the ''Atmanirbhar Bharat'' initiative, developing import substitutes and technologically advanced products.

Great Place to Work certified with an impressive Trust Index Grand Mean of 91 as compared to 89, which is the grand mean of India''s Top 100 Great Mid-size workplaces.

Strategic Initiatives: Will be soon investing in Surface Mount Technology (SMT) line, marking the first step in Manufacturing-as-a-Service and diversifying our offerings beyond telecom.

Comprehensive product and service offerings:

With over 27 products ranging from RF repeaters to antennas,

and services such as in-building coverage planning, design, and installation, we provide comprehensive solutions to mobile operators. Our ability to offer end-to-end solutions makes us a preferred partner in the telecom industry.

State-of-the-art manufacturing facility:

Our state-of-the-art manufacturing facility in Noida is equipped with the latest technology to ensure the highest quality standards. This facility allows us to efficiently produce and deliver our wide range of products, maintaining our commitment to excellence.

Expanding into new markets

We are continuously expanding our product portfolio and exploring new market opportunities. The recent addition of seven new products and the ongoing development of solutions for various applications, including railway communication networks and systems Cellular and TETRA DAS, underscore our commitment to growth and innovation.

Strategic partnerships and collaborations:

Our strategic partnerships and collaborations with key industry players, such as Jio, Tejas, ITI Limited, Indus, and Crest Digital, enhance our market position and provide a robust foundation for future growth. These partnerships enable us to leverage new opportunities and strengthen our competitive edge in the telecom sector.

Products under PLI Scheme:

Frog Cellsat is actively involved in the Production Linked Incentive (PLI) scheme, showcasing its commitment to innovation and manufacturing excellence. The products under this scheme include cavity multiplexer/filter/coupler and splitter/combiner/termination, digital repeater, IBS

antennas, optical DAS, microwave antenna and base station antennas, and the interference mitigation system (IMS), all of which have already started production. Products like Digital DAS, 4G/5G CPE and GPON ONT/ONU are also ready for production. The development of digital DAS, jammer, 4G/5G small cells, GPON OLT, unlicensed band radio, open RAN radio unit, IoT/M2M devices including end-point devices, EDGE devices, routers & gateway and NMS system, and microwave radio are yet to start. This comprehensive involvement in the PLI scheme highlights Frog Cellsat''s strategic focus on expanding its product portfolio and manufacturing capabilities to meet the growing demands of the telecom industry.

Future Outlook:

We are well-prepared to capitalize on the numerous growth prospects that await us. Our strategic focus remains on innovation, expanding our product portfolio, and entering new markets. While our current products will continue to provide nominal growth, reaching our INR 500 crore target will require new initiatives. Our interference mitigation solutions, EMS services, and new products like Optical Network Units (ONUs) are expected to drive significant growth. The telecommunications sector is experiencing a major CAPEX uptake, and we are poised to contribute incrementally with our innovative products. Looking ahead, we remain committed to maintaining a strong momentum across our business, supported by R&D and other strategic initiatives.

LISTING WITH STOCK EXCHANGE:

The Company''s shares are listed on NSE (SME Platform) under Trading Symbol Frog. The ISIN code of the Company is INE385O01018. Your Company has paid requisite Annual Listing Fees to National Stock Exchange of India Limited (NSE) where its securities are listed.

DIVIDEND DISTRIBUTION POLICY:

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), the Board of Directors of the Company has adopted a Dividend Distribution Policy (''Policy'') based on the need to balance the twin objectives of appropriately rewarding the Company''s shareholders with a dividend, and of conserving resources to meet its future requirements. The Policy is available on the Company''s website at: https://www.frogcellsat.com/investor_file/Dividend_ Policy.pdf

SHARE CAPITAL:

During the year under review there was a change in the issued, subscribed and paid-up capital of the Company.

i. Employee Stock Purchase Scheme 2023 (ESPS)

The Board of Directors of company approved the Employee Stock Purchase Scheme 2023 (ESPS) during the Board Meeting held on 28-05-2023, and same scheme was subsequently approved by members during the Annual General Meeting held on 08-082023. The aggregate no. of shares under this Scheme

shall not exceed 3,13,780 Equity Shares of Face Value of Rs. 10.00 each fully paid up. The In-principle approval from NSE was received on 22 November, 2023. The company allotted 60,400 shares to its employees and employees of its subsidiary which were approved by Board of Directors.

Disclosures required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 relating to Employees Stock Purchase are given in ''Annexure VII'' to this Report.

Further, a certificate from the Secretarial Auditors on the implementation of the Company''s Employees Stock Incentive Plan will be available at the ensuing Annual General Meeting for inspection by the members.

DIVIDEND:

The Board of Directors has not recommended any dividend for the current financial year as the profits are conserved to fund the future plans of the Company.

EXTRACT OF ANNUAL RETURN:

In accordance with section 134(3)(a) of the Act, the annual return as referred in section 92(3) of the Act, for the financial year under review shall be placed on the website of the Company www.frogcellsat.com under the Downloads Section.

DEMATERIALIZATION OF SHARES:

Company''s shares are in dematerialization form with National Security Depository Limited (NSDL) and Central Depositary Services (India) Limited (CDSL)

RESEARCH AND DEVELOPMENT (R&D)

We are dedicated to continuous research and development to meet the telecom sector''s ever-evolving needs. Our robust R&D capabilities enable us to develop high-quality, innovative products that meet the latest technological advancements and market demands.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public as defined under Chapter V of the Companies Act, 2013 and the Rules made thereunder.

DETAILS OF FRAUD REPORTED BY AUDITORS:

During the year under Review, no details of fraud were reported by auditors of the company under Section 143(12) of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Guarantee and Investments are provided as part of the financial statements.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosure pertaining to remuneration and other details as

required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-V.

There are no employees employed throughout the financial year who are in receipt of remuneration of Rs. 1,02,00,000 or more, or employed for part of the year in receipt of Rs. 8,50,000 or more a month, under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 & its amendment thereto, therefore there is no statement annexed.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, all contracts or arrangements with related parties were entered into at arm''s lengths basis and in the ordinary course of business. Particulars of contract or arrangement made with related parties referred to in section 188 (1) of the Companies Act 2013 in prescribed form AOC-2 is appended in "Annexure- I" to the Board''s report.

AUDITORS:

Statutory auditor

M/s Singhi Chugh & Kumar; Chartered Accountants, (FRN No - 013613N), Delhi, were appointed as Statutory Auditors of the Company for a period of 5 years at the Annual General Meeting held in FY 2023 until the Annual General Meeting of the Company to be held for FY 2028, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Secretarial Auditor

The Board has appointed M/s. Sanjay Chugh, Company Secretary in Practice, to conduct Secretarial Audit for the FY 2023 - 24. The Secretarial Audit Report of the Company as prescribed under Section 204 of the Companies Act, 2013, for the FY ended March 31, 2024, is annexed herewith as "Annexure VI" to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

Cost records and cost audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

AUDITORS REPORT:

The Audit for FY 2023-24 was conducted by M/s Singhi Chugh & Kumar; Chartered Accountants, (FRN No - 013613N) and there are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provision of Section 135(9) of the Companies Act, 2013, if the amount to be spent by a company under sub-section (5) does not exceed Rs. 50 lakhs, the requirement for constitution of CSR Committee shall not be applicable and thus the CSR committee constituted previously stands dissolved. The functions of such Committee shall be discharged by the Board of Directors of the Company.

An Annual Report on CSR containing particulars as per annexure prescribed in the CSR Rules made thereunder is annexed herewith as Annexure IV.

BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND BOARD AND COMMITTEE MEETINGS:

Your Company has an appropriate mix of executive, nonexecutive and Independent Directors to maintain its independence, and separate its functions of governance and management. As on 31^st March, 2024 the Board comprised of 7 members, consisting of one Managing Director, 2 Executive Director, 1 Non-Independent Non - Executive Director, 3 Independent Directors and none of the directors are disqualified under Section 164 of the Companies Act 2013.

In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

During the period under review, the following changes took place:

1. Mr. Ranjit Datta (DIN - 07121651) has tendered resignation from the post of Independent Director of the Company with effect from 23^rd June, 2023.

2. Mr. Pankaj Gandhi has been appointed as the Chief Executive officer of the Company w.e.f. May 28, 2023, and resigned on May 9, 2024.

3. Mrs. Manisha Makhija has tendered resignation from the post of Company Secretary and Compliance Officer of the Company with effect from 18^th May, 2024.

4. Mr. Rajat Sharma has been appointed as the Deputy Company Secretary & Compliance Officer of the Company with effect from 01^st July, 2024.

Pursuant to provisions of Section 152 of the Companies Act, 2013 Mr. Tarun Tularam Sharma will retire by rotation at the ensuing annual general meeting and is being eligible, offers himself for re-appointment. A resolution seeking approval of the members for the re-appointment of Mr. Tarun Tularam Sharma as director of the Company shall be placed before the members of the Company at the ensuing annual general meeting of the Company.

KEY MANAGERIAL PERSONNEL

â¢ In accordance with the provisions of Section 2(51) read with Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the KMP''s of the Company as on the date of this report: -

S. No.	Name of the Key Managerial Personnel	Designation
1.	Mr. Konark Trivedi	Managing Director
2	Mrs. Sonal Trivedi	Whole Time Director
3	Mr. Charan Jeet Kalra	Chief Financial Officer
4	Mrs. Manisha Makhija	Company Secretary (resigned w.e.f. 18.05.2024)
5.	Mr. Pankaj Gandhi	Chief Executive Officer (resigned w.e.f. 09.05.2024)
6.	Mr. Rajat Sharma	Dy. Company Secretary & Compliance Officer (Appointed w.e.f. 01.07.2024)

SUMMARY OF THE BOARD & COMMITTEE COMPOSITION, PARTICULARS OF DIRECTORS, NUMBER OF MEETINGS ATTENDED BY EACH BOARD MEMBER:

A. Board Composition: -

Composition and Category of Directors as of March 31, 2024 is as follows:

Category	No. of Directors
Executive Directors	3
Non-Executive Director	4

Particulars of Director:

S. No.	Name of Directors	Category
1.	Mr. Konark Trivedi	Executive Director - MD
2.	Mrs. Sonal Trivedi	Executive Director - WTD
3.	Mr. Tarun Tularam Sharma	Executive Director - CTO
4.	Mr. Satish Bhanu Trivedi	Non-Executive Director
5.	Mr. Barathy Sundaram	Independent Director
6.	Mr. Ajay Chacko	Independent Director
8.	Mr. Kamal Nath	Independent Director

Board Meetings:

Attendance of each Director at the Board Meetings and the last AGM during the year 2023-24:

Name of Directors	No. of Board meeting attended	Last AGM attendance (Y/N)
Mr. Konark Trivedi	6	Y
Mrs. Sonal Trivedi	5	Y
Mr. Satish Bhanu Trivedi	0	N
Mr. Tarun Tularam Sharma	5	Y
Mr. Barathy Sundaram	6	Y
Mr. Ajay Chacko	6	N
Mr. Ranjit Datta	1	N
Mr. Kamal Nath	5	N

Number of Board Meetings held:		Board Committee Meetings:
There were Six Board Meetings held during the year as per below stated dates: - 1. 28^th May, 2023		Audit Committee There were Four Audit Committee Meetings held during the year as below:-
2.	13^th July, 2023	1.	28^th May, 2023
3.	11^th August, 2023	2.	11^th August, 2023
4.	1 2^th September, 2023	3.	1 4^th November, 2023
5.	1 4^th November, 2023	4.	2^nd February, 2024
6.	2^nd February, 2024
24	Frog Cellsat Limited

Nomination & Remuneration Committee

There was two Nomination & Remuneration Committee Meeting held during the year as below:-

1. 28^th May, 2023

2. 12^th September, 2023

Name and Designation of Compliance Officer:

Mrs. Manisha Makhija - Company Secretary (Resigned w.e.f. 18.05.2024)

Mr. Rajat Sharma - Deputy Company Secretary (Appointed w.e.f. 01.07.2024)

COMMITTEES OF THE BOARD

The Company has constituted the following Statutory Committees of the Board of Directors as on September 05, 2022.

1. AUDIT COMMITTEE;

The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

The Audit Committee comprises of the following Members:-

Name of the Director	Status	Nature of Directorship
Mr. Barathy Sundaram	Chairman	Independent Director
Mr. Konark Trivedi	Member	Managing Director
Mr. Ajay Kalayil Chacko	Member	Independent Director

The Statutory Auditors, and Chief Financial Officer attend the Audit Committee Meetings as Invitees. The Company Secretary acts as Secretary to the Audit Committee. The Audit Committee has made observations and recommendations to the Board of Directors, which have been noted and accepted by the Board.

During the Financial Year 2023-24, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

2. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders'' Relationship Committee pursuant to the provisions of Section 178(5) of the Companies Act 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

The stakeholders'' Relationship Committee comprises of the following Members: -

Name of the Director	Status	Nature of Directorship
Mr. Ajay Kalayil Chacko	Chairman	Independent Director
Mr. Barathy Sundaram	Member	Independent Director
Mr. Konark Trivedi	Member	Managing Director

3. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and Section 178 of the Companies Act 2013.

The Nomination & Remuneration Committee comprises of the following Members:-

Name of the Director	Status	Nature of Directorship
Mr. Kamal Nath	Chairperson	Independent Director
Mr. Barathy Sundaram	Member	Independent Director
Mrs. Sonal Trivedi	Member	Executive Director
Mr. Satish Bhanu Trivedi	Member	Non-Executive Director

COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

In order to ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and any other applicable provisions, the Nomination and Remuneration Committee of the Board of Directors of the Company have formulated the Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company have been made available on the website of the Company i.e. http:// www.frogcellsat.com

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the Financial Year 2023-24, i.e., on 18^th March 2024. Meeting of the Independent Directors was conducted in an informal manner without the presence of the Chairman, Managing Director, Non-Executive Directors, Chief Financial Officer and the Company Secretary & Compliance Officer.

DECLARATION OF INDEPENDENT DIRECTORS:

As on March 31,2024 the following Directors on your Board were Independent:

1. Mr. Barathy Sundaram - Independent Director

2. Mr. Ajay Chacko - Independent Director

3. Mr. Kamal Nath - Independent Director

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the 3 (three) Independent Directors, of the Company pursuant to Section 149(6) of the Companies Act, 2013, as may amended from time to time, after undertaking due assessment of the veracity of the same and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The certificates of Independence received from all the Independent Directors have been duly noted by the Board.

BOARD EVALUATIONS:

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

Your Company has no associate or joint venture company. The Company has below Wholly Owned Subsidiaries:-

1. Frog Tele Private Limited

2. Frog Services Private Limited

3. GORF UK Limited

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under Section 134 (3) (m) of the Companies Act, 2013 is given to this report (Annexure II).

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURE

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and its subsidiary companies, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of our consolidated subsidiaries in the prescribed format AOC-1 is annexed as "Annexure - III" to the Board Report. The statement also provides details of the performance and financial position of each of the subsidiaries.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as no dividend was declared and paid during the year ended 31^st March, 2024.

INTERNAL AUDITOR

Pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. Rajan K. Gupta & Co. LLP., Chartered Accountants, (FRN No - 005945C/C400352), as Internal Auditor of the Company for the financial year 2023-24 pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The role of internal auditors includes but is not limited to review of internal systems, standard operating procedures, adherence to statutory laws & other operational norms, as set by the management, monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, etc.

During the Financial Year 2023-24 the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company complied with the applicable Secretarial Standards i.e., SS-1 and SS-2 with respect to Board Meetings and General Meetings respectively specified by the Institute of Company Secretaries of India.

VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or

regulation. This Policy is also applicable to the Directors and Employees of the Company. The Policy is available on the internal employee portal and the website of the Company.

SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2023-24, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has formulated and adopted a policy on prevention of sexual harassment at workplace. During

the year under report, no complaint relating to sexual harassment was received by the Company.

POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for all listed companies. All the Policies are available on the Company''s website, www.frogcellsat. com.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws are as follows:

Sr. No.	Name of the Policy	Brief Particulars of the Policy
1.	Risk Management Policy	The Company has in place a Risk Management Policy. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.
2.	Corporate Social Responsibility Policy	The Company has formulated the Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company. This Policy outlines the Company''s strategy to bring about a positive impact on society through activities and programs relating to education, sanitation, environment, etc. The CSR Policy of the Company is available on its website at the link: https://frogcellsat. com/investor_file/CSR_Policy.pdf
3.	Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1) (c), Regulation 24 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. As on March 31, 2024, Frog Services Private Limited is a material unlisted Wholly Owned Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
5.	Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons.
6.	Policy on Prevention of Sexual Harassment at Workplace	Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect

Sr. No.	Name of the Policy	Brief Particulars of the Policy
9.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
10.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, as amended from time to time.
11.	Code of Conduct for Insider Trading	This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
12.	Code of Conduct for the Board of Directors and Senior Management Personnel	Your Company has in place a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Internal control systems:

Industry Structure & Developments:

1. Frog Cellsat is part of telecom equipment manufacture category and has been consistently performing as a leader in the Digital Repeater, Active DAS and related accessories used for enhancing Mobile coverage in India. Frog Cellsat has a brand value and known for Quality and competitiveness;

2. Frog Cellsat has been exploring the International market during the past years and quite successful.

Opportunities & Threats:

1. Frog Cellsat being leader in its field do not foresee any major threats, which may affect its business and / or operations but being into the technology driven Industry, company has to be continuously work towards up gradation of all process/production facility, R & D set up;

2. Frog Cellsat see lot of opportunity in Indian market and also exploring to expanding in international arena.

Segment / Product wise performance:

1. Frog Cellsat is into Digital Repeater, Active DAS and related accessories providing Mobile coverage solutions and operate from factory at Noida. The segment wise reporting is not applicable to the company;

2. Outlook - management do not foresee any negative impact on the Industry and it seems to be going in right direction;

3. Risks and concerns - Frog Cellsat constantly keeping watch on all related risks and keep taking appropriate steps and controls under various department level to minimize the risks. Company do not see any material risks, which require explanations.

The company has adequate internal controls commensurate

with its size.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under section 134 (5) of the Companies Act,

2013, Directors of your Company hereby state and confirm

that:-

â¢ The applicable Accounting Standards have been followed in preparation of annual accounts.

â¢ The accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at 31^stMarch, 2024;

â¢ Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

â¢ The Annual Accounts for the year ended 31^st March, 2024 have been prepared on a going concern basis;

â¢ Internal financial controls have laid down by the company and that such internal financial controls are adequate and were operating effectively;

â¢ Company has proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

GENERAL DISCLOSURES:

â¢ For the financial year ended 31^st March, 2024, the Company has transferred profit of Rs. 1,511.32/- (In Lakhs) to Reserves.

â¢ No material changes and commitments occurred between the end of financial year 2023-24 and the date of this report which may affect the financial position of the Company.

â¢ No significant and material order has been passed by the regulator/court/tribunal which may impact the going concern and company''s operations in future.

â¢ The Company has established process to identify, assess, monitor and mitigate key financial, operational, business & compliance risks.

â¢ No fraud has been reported by auditors under Section 143(12) of the Companies Act, 2013

â¢ The Company has laid down adequate internal financial controls over financial reporting to be followed by the Company and such internal financial controls were operating effectively.

â¢ During the year, company has not received any complaints from shareholders or investors.

â¢ There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year as at the end of the financial year.

â¢ Your director state that the disclosure in respect of issue of Employee Stock Purchase Scheme 2023 (ESPS) have been given in Annexure VII and no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of Equity Shares with differential rights as to dividend, voting rights or otherwise.

b) Buy-back of equity shares from existing Equity Shareholders.

c) Issue of Bonus Shares.

d) Preferential Allotment of shares.

ADDITIONAL INFORMATION

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Annual Accounts. The Notes to the Accounts referred to the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries. The Audited Annual Accounts and related information of the Company''s subsidiaries will be made available upon request. These documents will also be available for inspection during all days except Saturdays, Sundays and public holidays from 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Company''s Corporate Office.

Designated Person responsible for furnishing, and extending co-operation for providing information to the Registrar with respect to beneficial interest in the shares of the Company

In accordance with the provisions of section 89 and 90 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 ("MGT Rules") and new sub rule (4) of rule 9 of MGT Rules, 2014 inserted vide the Companies (Management and Administration) (Second Amendment) Rules, 2023 dated 27^th October, 2023. Mr. Rajat Sharma, Deputy Company Secretary and Compliance Officer is appointed as the person responsible for furnishing, and extending co-operation for providing information to the Registrar with respect to beneficial interest in the shares of the Company.

ACKNOWLEDGEMENT:

Directors take this opportunity to express thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

By Order of the Board of Directors For Frog Cellsat Limited

sd sd

Konark Trivedi Sonal Trivedi

Managing Director Director

DIN: 00537897 DIN:00537922

Place: Noida Date: 17^th July, 2024

Mar 31, 2023

It gives me immense pleasure to present the 19th Board''s Report, on behalf of the Board of Directors (the "Board") of the Company, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE:

Your Company''s sales have remain constant compared to previous years due to delays in some of the project implementation from the customer''s end. We expect the revenue growth from these projects to be reflected in the current financial year 2023-24. Sales have been constant but the company has increased the product margin, which has been reflected in growth in profitability of the company.

Key highlights of financial performance of your Company for the financial year 2022-23 are provided below:-

(Rs. In Lakhs)
	Standalone		Consolidated
	2023	2022	2023	2022
Sales	13303.62	13293.10	13304.05	13296.90
Other Income	333.29	273.71	323.94	293.59
Operating Expenses	11280.65	11578.58	11325.69	11502.02
Profit Before Tax	2104.47	1988.23	2050.51	2088.47
Provision for Tax	558.46	592.50	541.54	613.85
Net Profit for the Year	1546.01	1395.73	1508.97	1474.62
Equity Share Capital	132.31	113.00	132.31	113.00
EPS
-Basic	11.68	12.35	11.41	13.05
-Diluted	11.68	12.35	11.41	13.05

DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year (2022-23) as the profits are conserved to fund the future plans of the Company.

BUSINESS AND OPERATIONS

Your company is engaged in manufacturing of telecom equipment''s used by telecom operator''s especially in Telecom Towers. We manufacture 2G/3G/4G/5G Multi-band Digital RF Repeaters, Multi-band Frequency Shift Repeater, Multi-band Optical DAS system, relative software and accessories. We also offer In-Building Coverage Planning and Design services along with Radio Access Network (RAN) and Backhaul Network installation services. Also, our Production line is equipped with anti-static equipment, all products are subject to rigorous and reliability tests.

Your company has two production unit one is located in Noida and second one is located in Dehradun.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE BUSINESS OPERATIONS AND FINANCIAL POSITION OF THE COMPANY.

During the year, the following material changes and commitments have occurred, affecting the business operations and financial position of the Company.

9 Public Issue of Equity Shares (Initial Public Offer)

During the year under review, the Company had issued and allotted 40,75,200 equity shares of face value of ''10.00 each ("equity shares") of our company for cash at a Price of ''102 per equity share (including a share premium of ''92 per equity share)

9 Scheme of Amalgamation/ Merger approved by Regional Director (RD)

During the year under review, The Scheme of Amalgamation or merger of Shiva Profiles Private Limited ("Transferor Company") into Frog Cellsat Limited (the "Company") has been approved by the Regional Director vide its order dated March 06, 2023 received on March 16, 2023.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI circular no. SEBI/LAD-NRO/GN/2021/2 dated May 5, 2021, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. The BRSR is provided separately in the Annual Report.

OUTLOOK:

The organisation remains optimistic about the future opportunities that lie ahead. The market landscape continues to evolve rapidly with new growth prospects and innovation. 5G technology will finally become mainstream, enable 5G monetization, and enter the first stage of use cases. As the telecom industry will continue to grow rapidly, mainly because of 5G technology, we as a corporate are hoping to touch new growth heights in near future.

SHARE CAPITAL:

During the year under review there was a change in the authorized, issued, subscribed and paid-up equity share capital of the Company.

i. Increase in Authorized Share Capital

The Authorized Share Capital of the Company increased to ''16,00,00,000 divided into 1,60,00,000 Equity Shares of ''10 each effective from July 04, 2022.

ii. Bonus Issue

On August 03, 2022, the Company made an allotment of 1,12,50,000 equity shares of ''10 each as fully paid-up bonus equity shares in the ratio of 225:1. Thereby the Paid-Up Share Capital of the Company increased to ''11,30,00,000/- (Rupees Eleven crore thirty lacs only).

iii. Public Issue (Initial Public Offer)

Initial Public Issue of 40,75,200 equity shares of face value of ''10.00 each ("equity shares") of our company for cash at a Price of ''102 per equity share (including a share premium of ''92 per equity share) ("offer price") aggregating up to ''4156.70 Lakhs ("offer"). This offer includes a reservation of 2,04,000 equity shares aggregating up to ''208.08 lakhs for subscription by Market maker ("Market Maker Reservation Portion"). The offer less the market maker reservation portion is hereinafter referred to as the "Net Issue". The Issue and the net Issue shall constitute 26.51% and 25.18%, respectively, of the Post Issue Paid-Up Equity Share Capital of Our Company.

Consequently, the Paid up, Issued and Subscribed Share Capital of your Company was also increased.

LISTING WITH STOCK EXCHANGE:

Equity shares of your Company are listed on the National Stock Exchange of India Limited on SME Platform under the Trading Symbol FROG. The ISIN code of the Company is INE385O01018.

LISTING FEES:

Your Company has paid requisite Annual Listing Fees to National Stock Exchange of India Limited (NSE) where its securities are listed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on

particulars relating to Loans, Guarantees and Investments are provided as part of the financial statements.

EXTRACT OF ANNUAL RETURN:

DEMATERIALIZATION OF SHARES:

Company''s shares are in dematerialization form with National Security Depository Limited (NSDL) and Central Depositary Services (India) Limited (CDSL)

RESEARCH AND DEVELOPMENT (R&D)

Your Company continues to focus on R&D and strongly believes that productive R&D is a key ingredient for success.

FIXED DEPOSITS:

We have not accepted any fixed deposits and no amount of principal or interest was outstanding as of the Balance Sheet date.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public as defined under Chapter V of the Companies Act, 2013 and the Rules made thereunder.

DETAILS OF FRAUD REPORTED BY AUDITORS:

During the year under Review, No details of fraud reported by auditors of the company under Section 143(12) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

There is no employees employed throughout the financial year who are in receipt of remuneration of ''1,02,00,000 or more, or employed for part of the year in receipt of ''8,50,000 or more a month, under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 & its amendment thereto, therefore there is no statement annexed.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES:

During the year under review, the company has been recruiting as per requirement from various department during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

AUDITORS:

M/s. Rajan K. Gupta & Co., Chartered Accountants (FRN

005945C), were appointed as the Statutory Auditors of the Company in the Annual General Meeting of the Company held on September 3, 2021 to hold the office upto the conclusion of Annual General Meeting to be held in the financial year 2026. However, M/s. Rajan K. Gupta & Co., vide its letter dated 3^rd October, 2022 resigned as the Statutory Auditors of the Company citing the reason that he will be appointed as Internal Auditor of the Company.

Based on the recommendations of the Audit Committee, the Board of Directors, at its meeting held on October 7, 2022 noted and accepted the resignation of M/s. Rajan K. Gupta & Co. The Board also placed on record its appreciation to outgoing Auditors for their contribution to the Company with their audit processes and standards of auditing.

In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on October 7, 2022 appointed M/s. Singhi Chugh & Kumar; Chartered Accountants, (FRN No - 013613N) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the resignation of M/s Rajan K. Gupta & Co.

As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be approved at a general meeting held on October 10, 2022 of the Company. Accordingly, the Board of Directors recommends the said appointment for the approval of shareholders at the ensuing AGM of the Company.

Further, the Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved appointment of M/s. Singhi Chugh & Kumar; Chartered Accountants, (FRN No - 013613N) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the ensuing 19^th AGM till the conclusion of the 24^th AGM to be held in the year 2029 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Appropriate resolution seeking Members approval for the appointment of M/s Singhi Chugh & Kumar; Chartered Accountants, (FRN No - 013613N) as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.

AUDITORS REPORT:

The Audit for FY 2022-23 was conducted by M/s Singhi Chugh & Kumar; Chartered Accountants, (FRN No - 013613N) and there are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the financial statements in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company had constituted a Corporate Social

Responsibility Committee pursuant to Section 135 of the Companies Act 2013. The composition of the Corporate Social Responsibility Committee was as follows:

Name of the Director	Designation	Nature of Directorship
MR. SATISH BHANU TRIVEDI	Chairperson	Non-Executive Director
MR. KONARK TRIVEDI	Member	Managing Director
The committee was further reconstituted with effect from September 05 2022.The current composition of the Corporate Social Responsibility Committee as of the date of this report is as follows:
Name of the Director	Designation	Nature of Directorship
MR. KONARK TRIVEDI	Chairperson	Managing Director
MR. SATISH BHANU TRIVEDI	Member	Non-Executive Director
MR. RANJIT DATTA*	Member	Non-Executive Independent Director

*Mr. Ranjit Datta has resigned from the Board of the company as an Independent Director with effect from June 23, 2023 due to personal reasons and the same has been intimated to NSE as well.

In accordance with the provision of the Act, the Company currently is not required to constitute the CSR Committee, as the amount to be spent by a company does not exceed Rs. 50 lakh, and thus the CSR committee constituted previously stands dissolved. The functions of such Committee shall be discharged by the Board of Directors of the Company.

An Annual Report on CSR containing particulars as per annexure prescribed in the CSR Rules made thereunder is annexed herewith as Annexure IV.

BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND BOARD AND COMMITTEE MEETINGS:

Your Company have an appropriate mix of executive, non-executive and Independent Directors to maintain its independence, and separate its functions of governance and management. As on 31^st March, 2023, the Board comprised of 8 members, consisting of one Managing Director, 2 Executive Director, 1 Non-Independent Non - Executive Director, 4 Independent Directors and none of the directors are disqualified under Section 164 of the Companies Act 2013.

During the year under review, Mr. Barathy Sundaram, Mr. Ajay Chacko, and Mr. Ranjit Datta, were appointed as Additional Independent Directors by the directors at the board meetings; subject to the regularization by the members of the Company at the 18^th Annual General Meeting of the Company held on September 30, 2022 with effect from that date to hold office for a term of five (5) years from the date of their appointment. In the opinion of the Board, all the aforesaid Directors possess the integrity, expertise and experience (including proficiency) required for appointment as Independent Directors of the Company.

During the said financial year Mr. Charan Jeet Kalra ceased to be the Director of the Company w.e.f 19^th August 2022. He has also resigned from the position of Company

Secretary of the Company w.e.f September 01, 2022 and in his place Mrs. Manisha Makhija has been appointed to hold the position of Company Secretary and Compliance Officer of the Company with effect from the same date.

Mr. Konark Trivedi was appointed as Managing Director of the Company at the General Meeting held on September 01, 2022; for a period of 5 years consequently resulting to change in designation from Director to Managing Director. Further Mr. Charan Jeet Kalra was appointed as the Chief Financial Officer of the Company to be designated as Key Managerial Personnel of the Company.

Pursuant to provisions of Section 152 of the Companies Act, 2013 Mr. Satish Bhanu Trivedi will retire by rotation at the ensuing annual general meeting and is being eligible, offers himself for re-appointment. A resolution seeking approval of the members for the re-appointment of Mr. Satish Bhanu Trivedi as director of the Company shall be placed before the members of the Company at the ensuing annual general meeting of the Company.

Mrs. Sonal Trivedi was appointed as a Non-Executive Director of the Company on 3^rd June 2022. The board in the meeting held on January 29, 2023, has decided to change her designation from non-executive director to executive director subject to the approval of members in the ensuing annual general meeting and the approval of Central Government.

Also note that, Mr. Kamal Nath (DIN - 09094350) was appointed as Additional Independent Directors of the Company with effect from 29 January, 2023 for a period of five years with effect from 29^th January, 2023; subject to in the ensuing Annual General Meeting to be held on 8^thAugust, 2023.

KEY MANAGERIAL PERSONNEL

S Name of the No Key Managerial Personnel	Designation
1. Mr. Konark Trivedi	Managing Director
2. Mr. Charan Jeet Kalra	Chief Financial Officer
3. Mrs. Manisha Makhija	Company Secretary
4. Mr. Pankaj Gandhi*	Chief Executive Officer

*Mr. Pankaj Gandhi has been appointed as Chief Executive Officer of the Company on May 28, 2023.

The summary of the Board & Committee Composition, Particulars of Directors, number of meetings attended by each Board Member:

A. Board Composition:-

Composition and Category of Directors as of

March 31, 2023 is as follows:
Category	No. of Directors
Executive Directors	3
Non-Executive Director	5
Particulars of Director:
S. .. Name of Directors No.	Category
1. Mr. Konark Trivedi	Executive Director - MD
2. Mrs. Sonal Trivedi	Executive Director - CHRO
3. Mr. Tarun Tularam	Executive Director - CTO
Sharma
4. Mr. Satish Bhanu	Non-Executive Director
Trivedi
5. Mr. Barathy Sundaram	Independent Director
6. Mr. Ajay Chacko	Independent Director
7. Mr. Ranjit Datta*	Independent Director
8. Mr. Kamal Nath	Additional Independent Director
*Mr. Ranjit Datta has resigned from the Board of the company as an Independent Director with effect from June 23, 2023 due to personal reasons and the same has been intimated to NSE as well.
B. Board Meetings:
Attendance of each Director at the Board Meetings and the last AGM during the year 2022-23:
No. of Board Last AGM
Name of Directors	meeting attendance attended (Y/N)
Mr. Konark Trivedi	8 Y
Mrs. Sonal Trivedi	6 Y
Mr. Satish Bhanu Trivedi	10 Y
Mr. Tarun Tularam Sharma	16 Y
Mr. Charan Jeet Kalra	8 NA
Mr. Barathy Sundaram	5 N
Mr. Ajay Chacko	6 N
Mr. Ranjit Datta	6 N
Mr. Kamal Nath	NA N

Number of Board Meetings held:

There were Sixteen Board Meetings held during the year as per below stated dates: -

7 03 August 2022

8 19 August 2022

9 01 September 2022

10 05 September 2022

11 23 September 2022

12 28 September 2022

13 07 October 2022

14 10 October 2022

15 11 November 2022

16 29January 2023

C. Board Committee Meetings:

Corporate Social Responsibility Committee

There was one CSR committee meeting held during the year as below: -

1 05 July 2022

Audit Committee

There were three Audit Committee Meetings held during the year as below:-

1. 03 October 2022

2. 11 November 2022

3. 27 January 2023

Nomination & Remuneration Committee

There was one Nomination & Remuneration Committee Meeting held during the year as below:-

1. 27 January 2023

D. Name and Designation of Compliance Officer:

Mrs. Manisha Makhija - Company Secretary COMMITTEES OF THE BOARD

The Company has constituted the following Statutory Committees of the Board of Directors as on September 05, 2022.

1. AUDIT COMMITTEE;

The Audit Committee comprises of the following Members:-

Name of the Director	Status	Nature of Directorship
MR. RANJIT DATTA*	Chairman	Non-Executive & Independent Director
MR. BARATHY SUNDARAM	Member	Non-Executive & Independent Director
MR. KONARK TRIVEDI	Member	Managing Director

*Mr. Ranjit Datta has resigned from the Board of the company

as an Independent Director with effect from June 23, 2023 due to personal reasons and the same has been intimated to NSE as well.

During the Financial Year 2022-23, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

2. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders'' Relationship Committee pursuant to the provisions of Section 178(5) of the Companies Act 2013 and Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

The stakeholders'' Relationship Committee comprises of the following Members:-

Name of the Director	Status	Nature of Directorship
MR. AJAY KALAYIL	Chairman	Non-Executive
CHACKO		Independent Director
MR. BARATHY	Member	Non-Executive
SUNDARAM		Independent Director
MR. KONARK TRIVEDI	Member	Managing Director

3. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and Section 178 of the Companies Act 2013.

The Nomination & Remuneration Committee comprises of the following Members:-

Name of the Director	Status	Nature of Directorship
MR. BARATHY	Chairperson	Non-Executive
SUNDARAM		Independent Director
MR. AJAY	Member	Non-Executive
KALAYIL		Independent
CHACKO		Director
MR. RANJIT	Member	Non-Executive
DATTA*		Independent Director

*Mr. Ranjit Datta has resigned from the Board of the company as an Independent Director with effect from June 23, 2023 due

to personal reasons and the same has been intimated to NSE as well.

The committee was further reconstituted with effect from January 29, 2023. The current composition of the Nomination & Remuneration Committee as of the date of this report is as follows:

Name of the Director	Status	Nature of Directorship
MR. BARATHY SUNDARAM	Chairperson	Non-Executive Independent Director
MR. AJAY KALAYIL CHACKO	Member	Non-Executive Independent Director
MR. RANJIT DATTA*	Member	Non-Executive Independent Director
MR. SATISH BHANU TRIVEDI	Member	Non - Executive Director
MR. KAMAL NATH	Member	Additional Non - Executive Independent Director

*Mr. Ranjit Datta has resigned from the Board of the company as an Independent Director with effect from June 23, 2023 due to personal reasons and the same has been intimated to NSE as well.

COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

In order to ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and any other applicable provisions, the Nomination and Remuneration Committee of the Board of Directors of the Company have formulated the Nomination and Remuneration Policy.

The Nomination and Remuneration Policy of your Company have been made available on the website of the Company

i.e., http:// www.frogcellsat.com

MEETING OF INDEPENDENT DIRECTORS

As per Schedule IV and subject to Section 149(8) of The Companies Act, 2013, the meeting of the Independent Directors was conducted on March 08, 2023.

DECLARATION OF INDEPENDENT DIRECTORS:

As on March 31,2023, the following Directors on your Board were Independent:

1. Mr. Ranjit Datta - Independent Director*

2. Mr. Barathy Sundaram - Independent Director

3. Mr. Ajay Chacko - Independent Director

4. Mr. Kamal Nath - Additional Independent Director

*Mr. Ranjit Datta has resigned from the Board of the company as an Independent Director with effect from June 23, 2023 due to personal reasons and the same has been intimated to NSE as well.

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013, disclosure is hereby given that the Company has received declaration / confirmation of independence from all the 4 (four) Independent Directors, of the Company pursuant to Section 149(6) of the Companies Act, 2013, as may amended from time to time, after undertaking due assessment of the veracity of the same and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The certificates of Independence received from all the Independent Directors have been duly noted by the Board.

BOARD EVALUATIONS:

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

Your Company has no associate or joint venture company. The Company has below Wholly Owned Subsidiaries:-

1. Frog Tele Private Limited

2. Shiva Profiles Private Limited (Merged with Frog Cellsat Limited w.e.f. March 06, 2023 )

3. Frog Services Private Limited

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under Section 134 (3) (m) of the Companies Act, 2013 is given to this report (Annexure II).

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURE

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and its subsidiary companies, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements of our consolidated subsidiaries in the prescribed format AOC-1 is annexed as "Annexure - III" to the Board Report. The statement also provides details of the performance and financial position of each of the subsidiaries.

INTERNAL AUDITOR

Pursuant to section 138 of the Companies Act, 2013 read

with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. Rajan K. Gupta & Co., Chartered Accountants (FRN 005945C), as Internal Auditor of the Company for the financial year 2022-23 pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

The role of internal auditors includes but is not limited to review of internal systems, standard operating procedures, adherence to statutory laws & other operational norms, as set by the management, monitoring of implementation of corrective actions required, reviewing of various policies and ensure its proper implementation, etc.

During the Financial Year 2022-23 the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

SECRETARIAL AUDITOR

The Board has appointed M/s. Sanjay Chugh, Company Secretary in Practice, to conduct Secretarial Audit for the FY 2022 - 23 and 2023 - 24. The Secretarial Audit Report of the Company as prescribed under Section 204 of the Companies Act, 2013, for the FY ended March 31, 2023 is annexed herewith as "Annexure VI" to this Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remarks.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Company complied with the applicable Secretarial Standards i.e., SS-1 and SS-2 with respect to Board Meetings and General Meetings respectively specified by the Institute of Company Secretaries of India.

VIGIL MECHANISM:

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organisation without the knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the Directors and Employees of the Company. The Policy is available on the internal employee portal and the website of the Company.

GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Company''s website www.frogcellsat.com.

SIGNIFICANT REGULATORY OR COURT ORDERS:

During the Financial Year 2022-23, there were no significant and material orders passed by the regulators or Courts or Tribunals which can adversely impact the going concern status of the Company and its operations in future.

DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has formulated and adopted a policy on prevention of sexual harassment at workplace. During the year under report, no complaint relating to sexual harassment was received by the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been appended as "ANNEXURE- V" to this Report.

POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") have mandated the formulation of certain policies for all listed companies. All the Policies are available on the Company''s website, www.frogcellsat. com.

The key policies that have been adopted by the Company pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws are as follows:

Sr. Name of the No. Policy	Brief Particulars of the Policy
1. Risk	The Company has in place a Risk
Management	Management Policy. This Policy
Policy	deals with identifying and assessing risks such as operational, strategic, financial, security, property, regulatory, reputational, cyber security and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

Sr. No.	Name of the Policy	Brief Particulars of the Policy
2.	Corporate Social Responsibility Policy	The Company has formulated the Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company. This Policy outlines the Company''s strategy to bring about a positive impact on society through activities and programs relating to education, sanitation, environment, etc.
		The CSR Policy of the Company is available on its website at the link: https://frogcellsat.com/investor_ file/CSR_Policy.pdf.
3.	Policy for determining Material Subsidiaries	This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1) (c), Regulation 24 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. As on March 31, 2023, Frog Services Private Limited is a material unlisted Wholly Owned Subsidiary of your Company.
4.	Nomination and Remuneration Policy	This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.
5.	Whistle Blower Policy / Vigil Mechanism	Your Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons.

Sr. No.	Name of the Policy	Brief Particulars of the Policy
6.	Policy on Prevention of Sexual Harassment at Workplace	Your Company has in place, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment, exploitation or intimidation.
7.	Policy on Related Party Transactions	This Policy regulates all transactions between the Company and its Related Parties.
8.	Dividend Distribution Policy	This Policy is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect
9.	Policy for Maintenance and Preservation of Documents	The purpose of this Policy is to specify the type of documents and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.
10.	Policy on Criteria for determining Materiality of Events	This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, as amended from time to time.

Sr. No.	Name of the Policy	Brief Particulars of the Policy
11.	Code of	This Policy sets up an appropriate
	Conduct	mechanism to curb Insider Trading
	for Insider	in accordance with Securities
	Trading	and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.
12.	Code of	Your Company has in place a
	Conduct for	Code of Conduct for the Board of
	the Board	Directors and Senior Management
	of Directors	Personnel which reflects the legal
	and Senior	and ethical values to which your
	Management	Company is strongly committed.
	Personnel	The Directors and Senior Management Personnel of your Company have complied with the Code as mentioned hereinabove

MANAGEMENT DISCUSSION & ANALYSIS REPORT

1. Industry Structure & Developments:

â¢ Frog Cellsat is part of telecom equipment manufacture category and has been consistently performing as a leader among the Mobile Telecom equipment Manufacturers in India. Frog Cellsat has a brand value and known for Quality and competitiveness;

â¢ Frog Cellsat has been adding new products to its portfolio during the past years and is quite successful.

2. Opportunities & Threats:

â¢ Frog Cellsat being leader in its field do not foresee any major threats, which may affect its business and / or operations but being into the technology driven Industry, company has to be continuously work towards up gradation of all process/ production facility, R & D set up;

â¢ Frog Cellsat see lot of opportunity in Indian market and also exploring to expanding in international arena.

3. Financial Performance of the Year -

Revenue: Net Revenue from operations for the year under review amounted to '' 13,303.62 lacs compared to '' 13,293.10 lacs in the previous financial year. The sales remain constant compared to previous years due to delays in some of the project implementation from the customer''s end. We expect the revenue growth from these projects to be reflected in the current financial year 2023-24. Sales have been constant, but the company has increased the product margin, which has been reflected in the growth in profitability of the company.

Financial Expenses: For the year under review financial expenses were '' 67.91 Lacs as against

'' 53.38 Lacs in the previous financial year translating to 0.51% and 0.40% of the total revenue, respectively. There is a marginal increase in percentage in current year compare to previous year.

Depreciation & Amortization Expenses: - At '' 158.10 lacs for the year under review was increased compared to 135.50 lacs in the previous year. The increase was mainly on account of an increase in additions of assets.

Earnings: - Earnings before Interest, Depreciation and Tax increased to '' 2,330.48 lacs in FY 2022-23 as compared to '' 2,177.11 lacs in FY 2021-22. EBIDTA as a percentage of net revenue increased to 17.09% in FY 2022-23 as against an increase of 16.04% in FY 2021-22. The increase in percentage of EBIDTA is due to increase in gross margin at product level.

Return on Capital Employed: - for the current year at 18.01 % as compared to 30.42 % in the previous year. The change in return on capital employed is due to an increase in the tangible net worth of the company.

4. Segment / Product-wise performance: As the

Company collectively operates only in one business segment i.e. ''manufacturing and installation of inbuilding coverage solutions and mobile network accessories for mobile service providers and operators. There is no other

Business or Geographical segment which fulfils the criteria of 10% or more of combined Revenue, thus Segment Reporting under Accounting Standard 17 ''Segment Reporting'' is not applicable to the Company.

5. Outlook: Management do not foresee any negative impact on the Industry and it seems to be going in right direction;

6. Risks and concerns: Frog Cellsat constantly keeping watch on all related risks and keep taking appropriate steps and controls under various department level to minimize the risks. The company do not see any material risks, which require explanations.

7. Internal control systems: The internal control system is an integral part of the general organizational structure of the Company. The system is highly structured and totally coordinated with the size and nature of its business. This process is aimed at pursuing the values of both procedural and substantial fairness, transparency, and accountability. External audit firms are appointed at various locations of the Company to conduct regular audits. The internal HR control system is a set of rules, regulations, policies, and procedures which run on software with in-built authorizations for enhanced control. The organisation is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.

8. Discussion on financial performance with respect to operational performance: Statements in the management discussion and analysis describing the

Company''s objectives, projections, estimates, expectations may be "forward-looking statement" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Key factors that could make a difference to the Company''s operations include among others, economic conditions affecting demand/supply and price conditions in the domestic markets in which the Company operates, changes in the Government Regulations, tax laws and other statutes and incidental factors.

9. Entry/Exit of Key Managerial Personnel and overall employment status of the company: The organisation continued its endeavor of attracting & retaining best-in-class talent through multiple talent engagement initiatives. We have launched applicator recognition & incentivization plan to address the most important manpower of our business. "INVEST IN HUMAN" is expanding to the last possible lane within the Frog family. The company also conducted yearly reviews with all employees to assess their opinions & take them on board for future policy framework. During the year special recognition was given to employees who have completed 10 years with Frog.

10. Details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including - (Consolidated Basis)

Particulars	Period Ended 31-03-2023	Period Ended 31-03-2022	%Change	Remarks
Stability Ratios
Debt Equity Ratio
(Total Loans)	-	0.10	-100%	-
Debt Service Coverage Ratio (DSCR)	2.73	40.50	-93%	-
Interest Coverage Ratio	-	-	-	-
Liquidity Ratios
Current Ratio	4.44	2.59	72%	-
Debtors Turnover Ratio	5.60	5.74	-2%	-
Inventory Turnover Ratio (no. of days)	4.42	5.52	-20%	-
Profitability Ratios	-	-	-	-
Operating Profit Margin	-	-	-	-
Net Profit Margin	11.62%	10.50%	11%	-

Change in Return on Net Worth in comparison to the previous year: During the financial year ended 31^st March 2023, the return on net worth of the Company was 17.54 % as compared to the previous financial year ended 31^stMarch 2022 which was at 24.79 %.

11. Disclosure of Accounting Treatment: The Company has followed the same accounting treatment as prescribed in the relevant Accounting Standards while preparing the Financial Statements.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under section 134 (5) of the Companies Act,

2013, Directors of your Company hereby state and confirm

that:-

â¢ The applicable Accounting Standards have been followed in preparation of annual accounts;

â¢ The accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at 31^stMarch, 2023;

â¢ Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

â¢ The Annual Accounts for the year ended 31^st March, 2023 have been prepared on a going concern basis;

â¢ Internalfinancialcontrols have laid down by the company and that such internal financial controls are adequate and were operating effectively;

â¢ Company has proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

GENERAL DISCLOSURES:

â¢ For the financial year ended 31^st March, 2023, the Company has transferred profit of ''15,46,01,000/- to Reserves.

â¢ There was no change in the nature of business of the Company during the financial year 2022-23.

â¢ During the year under review, your Company was not required to maintain any cost records under provisions of Section 148 of Companies Act, 2013 and rules made thereunder.

â¢ The Company has established a process to identify, assess, monitor and mitigate key financial, operational, business & compliance risks.

â¢ The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. -Not Applicable

â¢ The Company has laid down adequate internal financial controls over financial reporting to be followed by the Company and such internal financial controls have been operating effectively.

â¢ During the Financial year 2022-23, the company had received one complaint from the shareholders or investors which was duly resolved by the company.

â¢ There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year as at the end of the financial year.

â¢ Your director state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of Equity Shares with differential rights as to dividend, voting rights or otherwise.

b) Issue of Sweat Equity Shares and issue of shares under ESOP scheme to the employees of the Company.

c) Buy-back of equity shares from existing Equity Shareholders.

d) Issue of Bonus Shares.

ADDITIONAL INFORMATIONS

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Annual Accounts. The Notes to the Accounts referred to the Auditors'' Report are self-explanatory and therefore do not call for any further explanation.

The Consolidated Financial Statements of your Company form part of this Annual Report. Accordingly, this Annual Report of your Company does not contain the Financial Statements of its Subsidiaries. The Audited Annual Accounts and related information of the Company''s subsidiaries will be made available upon request. These documents will also be available for inspection during all days except Saturdays, Sundays and public holidays from 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Company''s Corporate Office.

ACKNOWLEDGEMENT:

Directors take this opportunity to express thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

IFSC Code
Currency

More Information on Frog Innovations Ltd.

Frog Innovations Ltd. Tools
Bulk Deals
Frog Innovations Ltd. Company Details
Company Profile
Company History
Management Team
Capital Structure
Product Mix
Banker/Auditor/Registrar
Company History
NSE Price History
Frog Innovations Ltd. Key Financial Ratios
Ratios
Frog Innovations Ltd. Results
Quarterly Results
Half Yearly Results
Nine Months Results
Annual Results
Frog Innovations Ltd. Financial Data
Audited Results
Cash Flow
Balance Sheet
Frog Innovations Ltd. Reports
Accounting Policies
Auditors Report
Directors Report
Notes To Account
Frog Innovations Ltd. Corporate Announcements
Book Closure
Board Meetings
Change of Name

Notifications

Settings

Clear Notifications

Notifications

Use the toggle to switch on notifications

Block for 8 hours
Block for 12 hours
Block for 24 hours
Don't block

Gender

Select your Gender

Age

Select your Age Range

Sign Out

Directors Report of Frog Innovations Ltd.

LISTING WITH STOCK EXCHANGE:

DIVIDEND DISTRIBUTION POLICY:

CHANGE IN THE NATURE OF BUSINESS, IF ANY

SHARE CAPITAL:

DIVIDEND:

EXTRACT OF ANNUAL RETURN:

DEMATERIALIZATION OF SHARES:

RESEARCH AND DEVELOPMENT (R&D)

PUBLIC DEPOSITS:

DETAILS OF FRAUD REPORTED BY AUDITORS:

PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS UNDER SECTION 186:

PARTICULARS OF EMPLOYEES AND REMUNERATION

PARTICULARS OF CONTRACTS OR ARRANGEMENTSMADE WITH RELATED PARTIES:

AUDITORS:

Secretarial Auditor

Internal Auditor

COST RECORDS

AUDITORS REPORT:

CORPORATE SOCIAL RESPONSIBILITY:

DETAILS OF BOARD OF DIRECTORS, KEY MANAGERIALPERSONNEL AND COMMITTEE MEETINGS:

KEY MANAGERIAL PERSONNEL

A. Name and Designation of Compliance Officer:

COMMITTEES OF THE BOARD

1. AUDIT COMMITTEE:

2. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

MEETING OF INDEPENDENT DIRECTORS

DECLARATION OF INDEPENDENT DIRECTORS:

BOARD EVALUATIONS:

DETAILS OF SUBSIDIARY, JOINT VENTURE ORASSOCIATES:

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE OUTGO:

REPORT ON THE PERFORMANCE OF SUBSIDIARIES,ASSOCIATE COMPANIES & JOINT VENTURE

TRANSFER OF AMOUNTS TO INVESTOR EDUCATIONAND PROTECTION FUND

COMPLIANCE WITH SECRETARIAL STANDARDS:

VIGIL MECHANISM:

SIGNIFICANT REGULATORY OR COURT ORDERS:

COMPLIANCE OF THE PROVISIONS RELATING TO THEMATERNITY BENEFIT ACT 1961.

CREDIT RATING

POLICIES OF THE COMPANY:

DIRECTOR''S RESPONSIBILITY STATEMENT:

GENERAL DISCLOSURES:

ADDITIONAL INFORMATION

ACKNOWLEDGEMENT:

By Order of the Board of DirectorsFor Frog Cellsat Limited

Konark Trivedi Sonal Trivedi

Future Outlook:

LISTING WITH STOCK EXCHANGE:

DIVIDEND DISTRIBUTION POLICY:

SHARE CAPITAL:

DIVIDEND:

EXTRACT OF ANNUAL RETURN:

DEMATERIALIZATION OF SHARES:

RESEARCH AND DEVELOPMENT (R&D)

PUBLIC DEPOSITS:

DETAILS OF FRAUD REPORTED BY AUDITORS:

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

PARTICULARS OF EMPLOYEES AND REMUNERATION

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

AUDITORS:

Secretarial Auditor

Cost records and cost audit

AUDITORS REPORT:

CORPORATE SOCIAL RESPONSIBILITY:

BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND BOARD AND COMMITTEE MEETINGS:

KEY MANAGERIAL PERSONNEL

Nomination & Remuneration Committee

COMMITTEES OF THE BOARD

1. AUDIT COMMITTEE;

2. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

MEETING OF INDEPENDENT DIRECTORS

DECLARATION OF INDEPENDENT DIRECTORS:

BOARD EVALUATIONS:

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURE

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

INTERNAL AUDITOR

COMPLIANCE WITH SECRETARIAL STANDARDS:

VIGIL MECHANISM:

SIGNIFICANT REGULATORY OR COURT ORDERS:

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES:

DETAILS OF BOARD OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND COMMITTEE MEETINGS:

DETAILS OF SUBSIDIARY, JOINT VENTURE OR
ASSOCIATES:

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE OUTGO:

REPORT ON THE PERFORMANCE OF SUBSIDIARIES,
ASSOCIATE COMPANIES & JOINT VENTURE

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND

COMPLIANCE OF THE PROVISIONS RELATING TO THE
MATERNITY BENEFIT ACT 1961.

By Order of the Board of Directors
For Frog Cellsat Limited