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

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, non¬
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) Non¬
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

• 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: -

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:

Particulars of Director:

Board Meetings:

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

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:-

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: -

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:-

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

(c) number of cases pending for more than ninety days -

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:

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:-

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

• 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;

• 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.

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

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

• 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:

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

• 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.

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

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

• 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.

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

• 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.

• 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