Frog Innovations Limited has approved the acquisition of a 50.10% stake in VINFOCOM IT SERVICES PRIVATE LIMITED (VISPL) for a total consideration of ₹2.75 crore. The Board of Directors at its meeting held on May 27, 2026, entered into a Share Purchase Agreement and Shareholders' Agreement to invest in the paid-up share capital of VISPL in multiple tranches. Pursuant to this acquisition, VISPL will become a subsidiary of Frog Innovations Limited, strengthening its presence in the Information Technology sector.

Transaction Details

The acquisition involves purchasing 4,551 equity shares, representing 15.17% of VISPL, from existing promoters at a premium of ₹1,066.28 per share for ₹48,98,150. Additionally, Frog Innovations will subscribe to a fresh issue of 21,000 equity shares at the same premium for ₹2,26,01,880. The total consideration of ₹2.75 crore will be paid in cash over multiple tranches, and the transaction is expected to be completed within 24 months.

Strategic Rationale

VISPL, incorporated on May 31, 2024, specializes in AI-driven analytics, telecom software platforms, computer vision, and intelligent automation solutions. The company reported a turnover of ₹91 Lakhs (un-audited) for FY 2025-26 and has a market presence in India, Africa, and Madagascar. Frog Innovations stated that this strategic investment will accelerate its expansion into AI-led software, intelligent surveillance, and next-generation telecom technology solutions.

The acquisition is not a related party transaction, and no regulatory approvals are required for the deal. VISPL’s capabilities in AI-powered CCTV Analytics and Video Management System (VMS) software platforms are expected to become a core technology layer for Frog Innovations' expanding surveillance and smart security business.

Frog Innovations Limited has announced the re-appointment of its statutory auditors for the upcoming financial year. The decisions were taken during a board meeting convened on May 21, 2026, to ensure compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Secretarial Auditor Appointment

Based on the recommendation of the Audit Committee, the Board of Directors approved the re-appointment of Mr. Sanjay Chugh as the Secretarial Auditor of the company for the financial year 2026-27. Mr. Chugh is a Practicing Company Secretary with over 26 years of experience. His expertise encompasses corporate laws, company law, secretarial audit, SEBI compliances, IPO, FDI & ODI under FEMA, and mergers and amalgamations.

Internal Auditor Appointment

The board also approved the re-appointment of M/s. R G P & Co. LLP as the Internal Auditor for the financial year 2026-27. The firm, formerly known as Rajan K Gupta & Co., is a Peer Reviewed Chartered Accountants firm established in 1991. It brings over 30 years of experience in areas such as company audit, tax audit, internal audit, accounting, bank audit, and various direct and indirect tax matters.

Meeting Details

The board meeting commenced on Thursday, May 21, 2026, at 03:15 P.M. and concluded at 04:15 P.M. The disclosures regarding these appointments were made pursuant to Regulation 30 of the SEBI Listing Regulations.

Appointment Summary