Frog Cellsat Ltd Directors Report

To the members

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

Particulars	Standalone For the year ended March 31, 2024	Standalone For the year ended March 31, 2023	Consolidated For the year ended March 31, 2024	Consolidated 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,	2,284.25	2,582.27	2,366.20	2,264.77
Tax & Amortization (EBITDA)
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 Indias 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:

Withover27productsrangingfromRFrepeaterstoantennas, 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 Cellsats 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 Companys 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 Companys shareholders with a dividend, and of conserving resources to meet its future requirements. The Policy is available on the Companys 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 08-08-2023. 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 Companys 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:

Companys 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 sectors 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 arms 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 Boards 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, non-executive 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

? 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 KMPs 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: -	Audit Committee
1. 28th May, 2023	There were Four Audit Committee Meetings held during the year as below:-
2. 13th July, 2023	1. 28th May, 2023
3. 11th August, 2023	2. 11th August, 2023
4. 12th September, 2023	3. 14th November, 2023
5. 14th November, 2023	4. 2nd February, 2024
6. 2nd February, 2024

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

COMPANYS 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. Inaseparatemeetingofindependentdirectors,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 Companys 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 Companys 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 Companys 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	This Policy regulates all transactions between the Company and its Related Parties.
Party Transactions
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	Your Company has in place a Code of Conduct for the Board of Directors and Senior
for the Board of Directors and Senior Management	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
Personnel

MANAGEMENT DISCUSSION & ANALYSIS REPORT 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.

Internal control systems:

The company has adequate internal controls commensurate with its size.

DIRECTORS 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, 2024;

? 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, 2024 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, 2024, the Company has transferred profit of Rs. 1,511.32/- (In Lakhs) to Reserves.

? 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.

? No significant and material order has been passed by the regulator/court/tribunal which may impact the going concern and companys operations in future.

? 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 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 Companys 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 Companys 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.