UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 (Mark
one)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Fiscal Year ended April 30, 2025

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
File No. 1-8061

ELECTRONICS, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 11-1986657

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 55 CHARLES LINDBERGH BLVD., MITCHEL FIELD, NY.

 11553

 (Address of principal executive offices)

 (Zip Code)

 Registrant's
telephone number, including area code: 516 - 794-4500

 Securities
registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 Common Stock (par value $1.00 per share)

 FEIM

 NASDAQ Global Market

 Securities
registered pursuant to Section 12(g) of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer
 Accelerated filer

 Non-accelerated filer
 Smaller Reporting Company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of voting common equity held by non-affiliates of the registrant as of October 31, 2024 – $ 73,400,000

 The
number of shares outstanding of registrant's Common Stock, par value $1.00 per share, as of July 9, 2025 – 9,727,928

 DOCUMENTS
INCORPORATED BY REFERENCE: PART III incorporates information by reference from the definitive proxy statement to be filed with the Securities
and Exchange Commission with respect to the Annual Meeting of Stockholders to be held on or about October 8, 2025.

 TABLE
OF CONTENTS

 PART
 I

 Item 1.

 Business

 Item 1A.

 Risk
 Factors

 Item 1B.

 Unresolved
 Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal
 Proceedings

 Item 4.

 Mine
 Safety Disclosures

 PART
 II

 Item 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item 8.

 Financial
 Statements and Supplementary Data

 24-49

 Item 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls
 and Procedures

 Item 9B.

 Other
 Information

 Item 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item 10.

 Directors,
 Executive Officers and Corporate Governance

 Item 11.

 Executive
 Compensation

 Item 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal
 Accountant Fees and Services

 PART
 IV

 Item 15.

 Exhibits
 and Financial Statement Schedules

 Item 16.

 Form
 10-K Summary

 SIGNATURES

 PART
I

 Item
1. Business

 GENERAL
DISCUSSION

Electronics, Inc. (sometimes referred to as "Registrant", "Frequency Electronics" or the "Company")
is a world leader in precision time and frequency generation technology, which is incorporated into commercial and U.S. Government satellites,
Command, Control, Communication, Computer, Intelligence, Surveillance and Reconnaissance ("C4ISR"), and Electronic Warfare
("EW") systems. Its technology is used for a wide range of space and non-space applications.

 Unless
the context indicates otherwise, references to the Registrant or the Company are to Frequency Electronics, Inc. and its subsidiaries.
References to "FEI" are to the parent company alone and do not refer to any of the subsidiaries. Frequency Electronics, a
Delaware corporation, has its principal executive office at 55 Charles Lindbergh Boulevard, Mitchel Field, New York 11553. Its telephone
number is 516-794-4500 and its website is www.frequencyelectronics.com.

Electronics was founded in 1961 as a research and development firm generating proprietary precision time and frequency technology primarily
under contracts for end-use by the United States ("U.S.") Government. In the mid-1990's, the Company evolved into a
designer, developer and manufacturer of state-of-the-art products for both commercial and government end-use. The Company's present
mission is to be the world leader in providing precision time and low phase noise frequency generation systems, from 1 Hz to 46 GHz for
space and other challenging environments. The Company's technology is the key element in enhancing the functionality and performance
of many electronic systems.

 MARKETS

 The
Company's principal end markets are time and frequency generation and distribution systems for use in satellite payloads and terrestrial
secure command control and communications systems.

 For
the satellite market, the Company has a unique legacy of providing master timing systems, power converters, and frequency generation,
synthesis and distribution systems. These products are applicable for both commercial and U.S. Government end-use. Currently, it is estimated
that there are over 5,000 U.S. satellites with varying remaining useful lives operating in Geostationary, Medium and Low Earth Orbits
("LEO"). The number of operational satellites with emphasis on high-throughput is expected to continue to grow over the next
ten years as demand for higher bandwidths and improved anti-jam-anti-spoofing increases. Furthermore, the U.S. Government is expected
to contract options for additional GPS III satellites, and the Company believes it is well positioned to compete for the onboard clock
ensemble with its high-precision digital Rubidium atomic frequency standard.

 For
the terrestrial secure command control and communications systems market, the Company's products support multiple C4ISR and EW
applications for the U.S. Government on land, sea and air-borne platforms. Recently identified threats to the communication capabilities
of U.S. Government facilities through jamming or "spoofing" global positioning systems ("GPS") signals may be
mitigated by the Company's technologies. In addition, similar types of threats to the public and enterprise networks have been
identified by the U.S. Department of Homeland Security. The Company's high precision, ruggedized clocks combined with specialized
software are essential for certain secure communication systems.

 To
address these markets, the Company has several corporate entities which operate under two reportable segments primarily based on the
geographic locations of its subsidiaries. The two reportable segments are (1) FEI-NY, which includes the subsidiaries FEI Government
Systems, Inc., FEI Communications, Inc., and FEI-Elcom Tech, Inc. ("FEI-Elcom") and (2) FEI-Zyfer, Inc. ("FEI-Zyfer").

Electronics has made a strategic decision to focus on satellite payloads, C4ISR and EW market segments, because the Company believes
these business areas represent significant opportunities for revenue growth.

 1.

 FEI
Government System, Inc. and FEI Communications, Inc. design and manufacture U.S. Government and commercial satellite electronics, as
well as products for the U.S. military and commercial telecom customers. These products are designed and manufactured at the Company's
Long Island, New York headquarters facility.

 FEI-Elcom
designs and manufactures Radio Frequency ("RF") microwave modules, devices and subsystems up to 60 GHz including fast switching,
ultra-low phase noise synthesizers, up-down converters, receivers, tuners, ceramic resonance oscillators and dielectric resonance oscillators.
These instruments and components are mission critical for multiple applications in the EW market, SATCOM communication, surveillance,
signal intelligence (COMINT, MASINT and ELINT), threat simulation, electronic attack ("EA") and electronic prevention ("EP")
systems. FEI-Elcom's RF microwave technology has also been utilized to develop new products for application in the Company's
satellite payload end market.

 2.
 FEI-Zyfer – Precision time references for terrestrial secure communications and command and control, and frequency
products that incorporate GPS technology are manufactured by FEI-Zyfer. FEI-Zyfer's GPS capability complements the Company's
existing technologies and permits the combined entities to provide a broader range of embedded systems for a variety of timing functions
and anti-spoofing applications.

 For
additional information about these reportable segments, see Item 1. Business – Reportable Segments and Products below.

 Morion

 In
addition to its subsidiaries, the Company made a strategic investment in and licensed certain technology to Morion, Inc. ("Morion"),
a Russian crystal oscillator manufacturer located in St. Petersburg, Russia. The Company's relationship with Morion, which includes
ownership of 4.6% of the outstanding shares of Morion's common stock, permitted the Company to secure a cost-effective source for
high precision quartz resonators and crystal oscillators. The Morion investment was accounted for under the cost method. Due to the current
Russia-Ukraine conflict and resulting sanctions, the future status of FEI's equity investment in Morion is uncertain. In response
to these conditions, in connection with the preparation of the audited financial statements included in the Annual Report on Form 10-K,
for the fiscal year ended April 30, 2022, as amended (the "2022 Form 10-K"), the Company impaired its investment in Morion
in full. For more information regarding the Company's investment in Morion, see Note 9 to the Consolidated Financial Statements.

 REPORTABLE
SEGMENTS AND PRODUCTS

 The
Company operates under two reportable segments, primarily aligned with the geographical locations of its subsidiaries: (1) FEI-NY and
(2) FEI-Zyfer. Within each segment the Company designs, develops, manufactures and markets precision time and frequency control products
for different markets as described below. The Company's Chief Operating Decision Maker ("CODM") measures segment performance
based on total revenues, cost of revenues, and profits generated by each geographic center rather than on the specific types of customers
or end-users. Consequently, the Company determined that the segments indicated above appropriately reflect the way the Company's
CODM views the business. The FEI-NY segment, which includes the parent company, FEI, and operates out of the Company's Long Island,
New York headquarters facility, also includes the operations of the Company's wholly-owned subsidiary, FEI-Elcom. FEI-Elcom, in
addition to its own product line, provides design and technical support for FEI's business. The products manufactured by the FEI-NY
segment are principally marketed to the commercial and U.S. Government satellite markets, to other U.S. Department of Defense ("DOD")
customers and to wireless communications network providers. The FEI-Zyfer segment, which operates out of California, designs and manufactures
products which incorporate GPS technologies and high-precision clocks designed and manufactured at FEI. FEI-Zyfer sells its products
to both commercial and U.S. Government customers and collaborates with FEI on joint product development activities.

fiscal years 2025 and 2024, approximately 76% and 73%, respectively, of the Company's consolidated revenues were from products
sold by the FEI-NY segment. In fiscal years 2025 and 2024, sales for the FEI-Zyfer segment were 27% and 33% of consolidated revenues.
(The sum of annual sales percentages exceeds 100% due to intersegment sales.)

revenues include sales to end-users in countries located outside of the U.S., primarily in Europe and Asia. During fiscal years 2025
and 2024, foreign sales comprised 6% and 4%, respectively, of consolidated revenues. For segment information, see Note 13 to the Consolidated
Financial Statements.

 The
Company's sales on U.S. Government programs for both space and non-space applications are generally made under fixed price or cost-plus
contracts either directly with U.S. Government agencies or indirectly through subcontracts intended for U.S. Government end-use. For
fixed-price contracts, the price paid to the Company is not subject to adjustment by reason of costs incurred by the Company in the performance
of the contract, except for costs incurred due to contract changes ordered by the customer. These contracts are negotiated on terms under
which the Company bears the risk of cost overruns and derives the benefit from cost savings. Cost-plus contracts reimburse the Company
for the actual costs incurred in performance of the contract requirements.

 As
indicated above, many of the programs and platforms for which the Company supplies products and systems are used by the U.S. Government
for maintaining secure communications world-wide, for obtaining vital intelligence and for enabling precision targeting capabilities.
It is the belief of management that the future success of the mission of the U.S. military and intelligence community is dependent on
successful and timely deployment of these systems. Thus, the Company anticipates that adequate funds will be provided by the U.S. Government
to ensure that the programs are completed. However, the Company's experience indicates that programs and/or product sales can be
delayed or canceled due to variations associated with periodic U.S. Government appropriations cycles and shifting priorities. If the
U.S. Government canceled or delayed, even temporarily, programs and/or purchases involving Company products, the Company's business
could suffer a material adverse effect.

 Negotiations
on U.S. Government contracts are sometimes based in part on Certificates of Current Costs. An inaccuracy in such certificates may entitle
the U.S. Government to an appropriate recovery. The Company's accounts with respect to these contracts are subject to audit by
the Defense Contract Audit Agency ("DCAA"). The Company's last full incurred cost audit was performed in 2008. Additionally,
the Company had successfully completed an accounting system audit in 2018 and 2023. The Company is required to submit, for subsequent
review, an Incurred Cost Report by October 31, for each year then ended. All such required reports have been filed with no adverse comments
to date.

Electronics has a DCAA audited and approved accounting system, which enables the Company to enter into contracts directly with U.S. Government
agencies that require government certified accounting systems.

 Government
end-use contracts are subject to termination by the purchaser for convenience or default, as well as various other Federal Acquisition
Regulations provisions. In the event of a termination for convenience, the Company is entitled to receive compensation as provided under
the specific terms of such contracts. There were two government end-use contracts terminated during the fiscal year ended April 30, 2025.

Segment:

provides precision time, frequency generation and synchronization products and subsystems that are found on-board satellites, in ground-based
communication systems and imbedded in mobile platforms operated by the U.S. military. FEI-NY has made a substantial investment in research
and development ("R&D") to apply its core technologies to satellite payloads, non-space DOD programs and commercial and
industrial markets. Revenues from satellite payloads, both for commercial and U.S. Government applications, have become FEI-NY's
largest business area while the portion of commercial network infrastructure sales has declined relatively. FEI-NY expects to continue
to generate substantial revenues from deployment of new and replacement satellites and other U.S. Government/DOD applications including
sales of ruggedized subsystems for mobile U.S. military platforms.

 Satellite
Payloads

 The
use of satellites launched for communications, navigation, weather forecasting, video and data transmissions and Internet access has
expanded the need to transmit increasing amounts of voice, video, and data to earth-based receivers. This requires more precise timing
and frequency control at the satellite. The Company manufactures the master timing systems (quartz, rubidium) and other significant timing
and frequency generation products for navigation, communication and intelligence collection satellites, and many of the Company's
other space assemblies are used onboard spacecraft for command, control and power distribution. Efficient and reliable DC-DC power converters
are also manufactured for the Company's own assemblies and as stand-alone products for space applications. The Company's
oven-controlled quartz crystal oscillators are cost-effective precision frequency sources suited for high-end performance required in
satellite communications, airborne and terrestrial datalinks and geophysical survey positioning systems. Commercial satellite programs
which utilize the Company's space-qualified products include Iridium NEXT Constellation, Intelsat EPIC, O3B, WAAS, MexSat, MSV,
ICO, TerreStar, EchoStar, Inmarsat and others. The Company is also pursuing core product opportunities for planned satellite constellations
that will operate in low- or mid-earth orbits.

 In
the years ahead, the Company expects that the DOD will require more secure communication capabilities, more assets in space and greater
bandwidth. The Global Positioning Satellite System, the MILSTAR Satellite System and the AEHF Satellite System are examples of the programs
in which the Company has participated or plans to participate and which management believes are important to the success of the U.S.
Government's communication, intelligence and Precision Navigation and Timing ("PNT") needs. It is likely that the DOD
will move to adopt smaller and less expensive satellites for LEO applications, which the Company anticipates will necessitate the adaptation
of the Company's products or development of new products to better suit this type of satellite architecture. The Company previously
manufactured the master clock for the Trident missile, the basic timing system for the Voyager I and Voyager II deep space exploratory
missions and the quartz timing system for the Space Shuttle. The Company's product offerings for U.S. Government satellite programs
are similar in design and function to those used on commercial satellites, as described above.

 U.S.
Government- Non-space

 In
addition to space-based programs, the Company's proprietary products have been used in airborne and ground-based guidance, navigation,
communications, radar, sonar and electronic countermeasures and timing systems. The Company has developed and patented a low acceleration-sensitive
technology which offers an approximate 100 times improvement in performance under shock, vibration and other environmental effects as
compared to devices not so designed. Products are built in accordance with DOD standards and are in use on many of the U.S. Government's
important military applications. The Company anticipates that adequate funds will be provided by the U.S. Government to ensure that these
programs are sustained.

 FEI-Elcom
addresses RF microwave modules and subsystems up to 60 GHz including fast switching, ultra-low phase noise synthesizers, up-down converters,
receivers, tuners, ceramic resonance oscillators and dielectric resonance oscillators. These instruments and components are mission critical
for many applications in the EW market, including SATCOM communication, surveillance, intelligence collection (SIGINT, COMINT, MASINT,
and ELINT) and threat simulation systems.

Segment:

designs, develops and manufactures products which provide PNT, primarily incorporating Global Navigation Satellite System(s) technology.
FEI-Zyfer's products make use of both "in-the-clear" civil and "crypto-secured" military signals for GPS.
FEI-Zyfer's products are integrated into radar systems, airborne SIGINT/COMINT platforms, information networks, test equipment,
military command and control terminals, and satellite ground stations. FEI-Zyfer's products are an important extension of FEI's
core product line, specifically in secure PNT for Command, Control, Communications, Computers, Combat Systems, Intelligence, Surveillance,
and Reconnaissance (C5ISR). Recently identified threats to the communication capabilities of U.S. Government and to the public and enterprise
networks through jamming, multi-path or "spoofing" GPS signals may be mitigated by FEI-Zyfer's technologies and products.
High precision, ruggedized clocks combined with specialized software are essential for the security of government communication and systems.
More than 95% of FEI-Zyfer's revenues are derived from sales where the end user is the U.S. Government.

 BACKLOG

 As
of April 30, 2025, the Company's consolidated backlog amounted to approximately $70 million compared to $78 million, at the end
of the prior fiscal year. Approximately 64% of the current backlog is expected to be filled during the Company's fiscal year ending
April 30, 2026. As of April 30, 2025, there were no amounts included in backlog under cost-plus or fixed-fee contracts that had not been
funded. The Company excludes from backlog those contracts or awards for which it has not received authorization to proceed. The Company
expects any partially funded contracts to become fully funded over time and will add the additional funding to its backlog at that time.
The backlog is subject to change for various reasons, including possible cancellation of orders, change orders, change in contract terms
and other factors beyond the Company's control. Accordingly, the backlog is not necessarily indicative of the revenues or profits
(losses) which may be realized when the results of such contracts are reported.

 CUSTOMERS
AND SUPPLIERS

 The
Company's products are sold to both commercial and governmental customers. For the years ended April 30, 2025 and 2024, approximately
94% and 98%, respectively, of the Company's sales were made under contracts to the U.S. Government or subcontracts for U.S. Government
end-use.

fiscal year 2025, Northrop Grumman Company ("Northrop Grumman") accounted for more than 10% of the Company's consolidated
revenues.

fiscal year 2024, Lockheed Martin Corporation ("Lockheed Martin"), Northrop Grumman, Office of Naval Research and BAE Systems
each accounted for more than 10% of the Company's consolidated revenues.

 The
loss by the Company of any one of these customers could have a material adverse effect on the Company's business. The Company believes
its relationship with these companies is mutually satisfactory. Additionally, the Company is not aware of any prospect for the cancellation
or significant reduction of any of its commercial or existing U.S. Government contracts; however, the cancellation or significant reduction
of the Company's commercial or existing U.S. Government contracts could also have a material adverse effect of the Company's
business.

 The
Company purchases a variety of electrical and other components and materials for use in the manufacture of its products. The Company
is not dependent upon any one supplier or source of supply for any of its materials and maintains alternative sources of supply for all
of its purchases. The Company has found its suppliers generally reliable and price-competitive; however, recent quotes for various parts
and materials reflect increased delivery schedules and price increases. Where supply chain issues have been encountered, the Company
has responded by changing the source of supply or redesigning products and replacing unavailable parts and materials with alternates
wherever possible. FEI-NY is dependent on a limited number of suppliers for space qualified parts. If these suppliers were unable to
deliver in reasonable time frames, then the prompt qualification of alternate suppliers may not be feasible or cost effective. Consequently,
the Company could experience delays in delivery of its end products or costs in excess of what was originally quoted.

 RESEARCH
AND DEVELOPMENT

 The
Company's technological leadership continues to be an essential factor as it pursues future growth in revenues and earnings. The
Company has focused its internal R&D efforts on improving the core physics and electronic performance in its time and frequency products,
conducting research to develop new time and frequency technologies and capabilities, improving product manufacturability by seeking to
reduce its production costs through product redesign and process improvements and other measures to take advantage of lower cost components.

 The
Company continues to focus a significant portion of its own resources and efforts on developing hardware for satellites (commercial and
U.S. Government) and terrestrial commercial communications systems, including wireless and GPS-related systems. During fiscal years 2025
and 2024, the Company expended $6.1 million and $3.4 million of its own funds, respectively, on such R&D activity. See Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations. Additionally, the Company receives customer funding for specific
R&D projects and anticipates additional funding from customers for future R&D initiatives. Although funding is obtained from
customers, the Company retains the rights to any products developed. During fiscal years 2025 and 2024, some of the Company's development
resources were applied to the design-stage of fixed-price satellite payload sub-system programs. For fiscal year 2026, the resources
to be allocated to R&D will depend on market conditions and identification of new opportunities, as was the case in fiscal year 2025.

 PATENTS
AND LICENSES

 The
Company believes that its business is generally not dependent on patent or license protection. Rather, it is primarily dependent upon
the Company's technical competence, the quality of its products and its prompt and responsible contract performance. However, employees
working for the Company assign all rights to inventions to the Company, and the Company presently holds such patents and licenses. In
certain limited circumstances, the U.S. Government may use or permit the use by the Company's competitors of certain patents or
licenses the government has funded. During fiscal year 2003, the Company received a broad and significant patent for proprietary quartz
oscillator technology which the Company has incorporated into its legacy designs, and which it will incorporate into future designs,
to exploit in both legacy and new applications. In 2006, the Company obtained a basic patent for its low g-sensitivity technology which
management believes will permit greatly enhanced performance of devices on moving platforms and under externally imposed shock or vibration.
The Company's current patents run through 2026.

 COMPETITION

 The
Company experiences competition in all areas of its business. Many of the Company's competitors are larger, have greater financial
resources and have larger R&D and marketing staffs. The Company has a strong history of competing successfully in this environment
due to the quality, reliability and outstanding record of performance its products have achieved. The Company competes primarily on the
basis of the accuracy, performance and reliability of its products, the ability of its products to function under severe conditions,
such as in space or in other extremely hostile environments, and the Company's track record of prompt and responsive contract performance
and technical competence. The Company has unique and broad capabilities which include quartz and rubidium-based timing references and
specialized RF microwave technology. With respect to very high precision products, the Company encounters fewer competitors than it does
for lower precision products for which there are a significant number of suppliers.

 The
Company's principal competition for space products is the in-house capability of its major customers such as the Boeing Company,
Northrop Grumman and Lockheed Martin, as well as a number of other firms capable of providing high-reliability microwave frequency generators.
With respect to non-space products, such as systems for precision time for terrestrial secure communication and command and control,
and products for multiple applications in the EW market, the Company competes with larger domestic companies such as Microchip Technology
Incorporated. and Mercury Systems, Inc.

 The
Company believes its ability to obtain raw materials, manufacture finished products, integrate them into systems and sub-systems and
interface these systems with highly sophisticated end-user applications provides a strong competitive edge.

 EMPLOYEES

 Due
to the specialized nature of our business, our performance depends on identifying, attracting, developing, motivating, and retaining
a highly skilled workforce in multiple areas, including engineering, science, manufacturing, information technology, cybersecurity and
business development. The Company develops its workforce using a broad-based recruiting process to select talented individuals and by
offering competitive compensation and benefits.

 The
Company currently employs 226 employees (216 full-time and 10 part-time), all based in the U.S. No employees are represented by labor
unions. We believe our relationships with our employees are favorable as reflected in high retention rates and increasing average length
of service. Due to low turnover of employees, the average age of the workforce is increasing with time. Depending on growth in total
employment and the average age of newly hired employees, replacement of key technical staff may be an issue in the future due to increased
retirement.

 OTHER
ASPECTS

 The
Company's business is not seasonal although it expects to experience some fluctuation in revenues during the second fiscal quarter
as a result of summer holiday periods.

 INFORMATION
ABOUT OUR EXECUTIVE OFFICERS

 The
executive officers hold office until the annual meeting of the Board of Directors following the annual meeting of stockholders, subject
to earlier removal by the Board of Directors.

 The
names of all executive officers of the Company and all positions and offices with the Company which they presently hold are as follows:

 Thomas McClelland

 -

 President and Chief Executive Officer

 Oleandro Mancini

 -

 Senior Vice President,
 Business Development

 Steven L. Bernstein

 -

 Chief Financial Officer
 and Secretary and Treasurer

 Thomas
McClelland, age 70, joined the Company as an engineer in 1984 and was elected Vice President, Commercial Products in March 1999. In fiscal
year 2011, Dr. McClelland's title was modified to Vice President Advanced Development to describe his expanded role in the Company.
In January 2020 Dr. McClelland's title was modified to Senior Vice President and Chief Scientist. In July 2022, Dr. McClelland
was appointed the Company's Interim President and Chief Executive Officer, in addition to his existing positions and responsibilities
with the Company, following the resignation of the Company's former President and Chief Executive Officer. On January 17, 2023,
Dr. McClelland was appointed the Company's President and Chief Executive Officer.

 Oleandro
Mancini, age 76, joined the Company in August 2000 as Vice President, Business Development and was promoted to Senior Vice President
in 2010. Prior to joining the Company, Mr. Mancini served from 1998 to 2000 as Vice President, Sales and Marketing at Satellite Transmission
Systems, Inc. and from 1995 to 1998 as Vice President, Business Development at Cardion, Inc., a Siemens A.G. company. From 1987 to 1995,
he held the position of Vice President, Engineering at Cardion, Inc.

 Steven
L. Bernstein, age 60, joined the Company in April 2010 as its Controller and was appointed to the position of Chief Financial Officer
in April 2016. In January 2019, Mr. Bernstein was also appointed as Secretary and Treasurer of the Company, in addition to his role as
Chief Financial Officer. Prior to joining the Company, Mr. Bernstein worked in the North America accounting group of Arrow Electronics,
a Fortune 500 electronics distributor.

 Item
1A. Risk Factors

 Risks
Related to Business Operations and Our Industry

 We
rely heavily on U.S. Government programs for a substantial portion of our business. Accordingly, changes in U.S. Government priorities
or delays or reductions in spending by the U.S. Government on such programs could have a material adverse effect on our business, financial
position, results of operations and/or cash flows.

 Either
as a prime contractor or as a subcontractor, we rely heavily on U.S. Government programs, from which we derived approximately 94% and
98% of our sales in fiscal 2025 and fiscal 2024, respectively. These U.S Government programs may be only partially or incrementally funded
and are subject to potential termination. These programs may also be subject to funding reductions and/or delays due to changes in government
priorities or other factors. Whether direct contracts with the U.S. Government or contracts with prime contractors to the U.S. Government,
our contracts typically are funded at a level less than the full contract value and require periodic incremental additional funding in
order to continue. Should circumstances change regarding funding and sufficient funding become unavailable, contracts may be terminated,
delayed significantly or put on stop work status.

 U.S.
Government contracts are subject to Congressional funding, which may be unavailable due to changes in priorities or subject to continuing
resolution, which may result in funding reductions, eliminations or other effects that could impact our business. Furthermore, budget
uncertainty, the risk of future budget cuts, the potential for U.S. Government shutdowns, and the federal debt ceiling could also adversely
affect our industry and the funding for our current and future contracts. If appropriations are delayed or a government shutdown was
to occur and was to continue for an extended period of time, we could be at risk of program or contract cancellations and other disruptions
and nonpayment. Finally, shifting funding priorities or federal budget changes, could also result in reductions in overall spending on
our contracts and projects, which could adversely impact our business, financial condition, results of operations and/or cash flows.
Changes in funding priorities could reduce opportunities in existing programs and in future programs where we intend to compete. While
we would expect to compete and be well positioned as the incumbent on existing programs, we may not be successful and, even if we are
successful, the replacement programs may be funded at lower levels, which could adversely affect our business, financial position, results
of operations and/or cash flows.

 We
depend heavily on a small number of larger customers for a substantial portion of our business. The loss of one or more of our largest
customers or programs could have a material adverse effect on our business, financial position, results of operations and/or cash flows.

 As
a subcontractor, the Company is reliant on a few large customers that generally hold the ultimate contract with the U.S. Government.
During fiscal year 2025, only Northrop Grumman accounted for more than 10% of the Company's consolidated revenues; however, the
Company has other large customers that it relies on for significant portions of its consolidated revenues. These customers typically
incorporate our products into larger programs. If these customers encounter technical, financial or other issues unrelated to our products
that affect the larger program's operations, the related program may be terminated or require expensive, unanticipated revisions.
These issues, although unrelated to our products, could adversely impact us if our customers' contracts with the U.S. Government
become subject to re-competition or are ultimately cancelled. Additionally, our larger customers are sophisticated corporations with
large research and development staffs and budgets. If one or more sought to design and manufacture replacements for our products, they
could potentially discontinue their need for our products. Alternatively, our larger customers could look to replace our products with
the products of one or more of our competitors. The loss of the U.S. Government or one or more of our other larger customers or programs
could adversely affect our business, financial position, results of operations and/or cash flows.

 We
use estimates when accounting for contracts. Changes in estimated contract revenues and/or changes in costs can affect our profitability
and our overall financial position.

 Contract
accounting requires significant judgment by the Company's management with respect to estimating contract revenues and costs and
making assumptions for possible schedule and technical issues. These costs include planned costs for all phases of the contract and,
if needed, costs for any technical issues that arise. Due to the nature and complexity of many of our contracts, the estimation of total
revenues and costs at completion is subject to many variables and often difficult to predict accurately. As a result, it has, and could
in the future, be possible that the Company's estimates when accounting for contracts may prove to be materially incorrect.

 The
Company's operating income can be adversely affected when estimated contract costs increase. Reasons for increased estimated contract
costs include: design issues; changes in estimates of the nature and complexity of the work, including technical or quality issues or
requests for additional work; production challenges, including those resulting from the timeliness of customer funding, unavailability
or reduced productivity of qualified labor; the availability, performance, and quality of significant subcontractors; supplier issues,
including the costs, timeliness and availability of materials and components; changes in laws or regulations; actions necessary for long-term
customer satisfaction; and natural disasters or other matters. We have filed, and may file, requests for equitable adjustment or claims
to seek recovery in whole or in part for our increased costs and aim to protect against these risks through contract terms and conditions
when practical, but the prime contractor or the U.S. Government may disagree with our requests or may not have funding to cover them.

 Due
to their nature, fixed price contracts inherently tend to have more financial risk than cost-type contracts, including as a result of
inflationary pressures, labor shortages, and increased labor rates. In fiscal 2025, 96% of our sales were derived from fixed-price contracts.
While the Company's management uses its best judgment to estimate costs associated with fixed-price contracts, future events may
require adjustments, which could ultimately adversely affect the Company's operating income.

 Under
cost-type contracts, allowable costs incurred by the contractor are generally subject to reimbursement plus a fee. These cost-type programs
may have award or incentive fees that are uncertain and may be earned over extended periods or towards the end of the contract. In these
cases, the associated financial risks are primarily in recognizing profit, which ultimately may not be earned, or program cancellation
if cost, schedule, or technical performance issues arise.

 Changes
in underlying assumptions, circumstances or estimates, and the failure to prevail on related claims for equitable adjustments could have
a material adverse effect on our business, financial position, results of operations and/or cash flows.

 We
face substantial competition in our industry, and if we fail to win future business or experience undue pricing pressures as a result
of such competition, our business, financial position, results of operations and/or cash flows could be adversely affected.

 We
operate in a highly competitive industry focused on very high-performance products. Many of our competitors are larger, have greater
financial resources and have larger R&D and marketing staffs. While we also maintain a robust internal R&D program that is intended
to maintain our technical edge, the Company is limited in its resources and ultimately may not be able to successfully compete. Technology
is advancing rapidly, and if we are unable to respond effectively to competition, we may lose existing customers, fail to win future
business or experience undue pricing pressures that could affect our financial performance. Certain of our current technologies may become
subject to significant future advancements, which may make our products obsolete or non-competitive. Competitors may be able to develop
new manufacturing technologies that afford them cost and/or schedule advantages compared to our products. Customers may elect a less
expensive product, even where it offers lower performance, compared to our current products. Specifically, the emergence of numerous
LEO commercial satellite systems that have significantly lower requirements for life in orbit may result in new products based on commercial
parts and processes not required for the high performance and/or longer lived geo-synchronous orbit satellites for which the Company
has typically developed products. This may result in a migration to less capable, but less expensive products compared to what the Company
has traditionally produced. This may result in reduced market share, lower revenues and impact our business operations and financial
conditions. Additionally, competitors may have the benefit of other contracts that enable them to produce in volume with a concomitant
cost advantage that affords them a price advantage. Many of our customers have in-house capability to develop products comparable to
ours and may opt to do so. Accordingly, if we are unable to continue to compete successfully against our current or future competitors,
we may experience declines in future revenues and market share, which could have a material adverse effect on our financial position,
results of operations and/or cash flows.

 Our
products, which are often incorporated into larger systems, are technologically complex and require state-of-the-art technology and manufacturing
expertise. Any defect in the design, materials or workmanship with respect to our product could result in system failure.

 Our
products are technologically complex and require state-of-the-art technology and manufacturing expertise. If a defect in design, materials
or workmanship is not identified prior to delivery, the defect can result in product failure and potentially the loss of mission capability
for the systems into which our products are integrated. All satellites cannot be recovered from orbit to repair failed sub-systems, therefore
failure of a Company product incorporated into a satellite may result in the complete loss of the satellite with a significant impact
to the Company's reputation and future business prospects. Penalties and possible litigation may result from these types of problems,
with potential significant impact to our financial position, results of operations and/or cash flows.

 We
are dependent on numerous suppliers for various parts, materials, test services, facility operations and infrastructure. If these suppliers
fail to perform or we are unable to procure or experience significant delays with respect to needed products, materials or services,
our financial position, results of operations and/or cash flows could be materially adversely affected.

 We
are dependent on numerous suppliers for various parts, materials, test services, facility operations and infrastructure who may, in turn,
be affected by factors such as raw material availability, skilled personnel shortages, pandemics, major weather events or natural disasters
and other impacts that affect their ability to provide the goods and services we require. Disruptions or performance problems caused
by our suppliers or failure to meet regulatory or contractual requirements, have had, and may continue to have, various adverse impacts
on the Company, including our ability to meet our commitments to customers. The inability of our suppliers to perform adequately has
resulted in and could in the future result in the need for us to transition to alternate suppliers if available, which could result in
significant incremental cost and delay or the need for us to provide other resources to support our existing suppliers. The Company is
reliant on suppliers who are space-qualified, limiting the ability to procure certain key materials, such as circuit boards, from other
vendors. When these key suppliers experience quality issues, their products may have to be rejected, causing delays in our ability to
complete projects on schedule and at projected costs. The time and cost associated with resolution of these issues may impact our financial
performance. Consolidation of the industry can result in elimination of suppliers or discontinuation of certain product lines upon which
we are reliant, necessitating lifetime buys of components or the need to redesign electronics to incorporate different components, having
a negative effect on our financial position, results of operations and/or cash flows. Furthermore, latent supply chain quality issues
may affect our product performance and reliability, which may damage our reputation and impact future business.

 The
success of our business and financial performance is dependent on our ability to identify, attract, train and retain a highly skilled
workforce.

 We
rely on very unique skill sets in our employee population. Our average employee tenure is approximately 14 years and the median age is
approximately 51. Our products rely on very experienced engineers, physicists and manufacturing personnel who are trained in-house and
who acquire competence only after a lengthy period of time. Given the median age of our average employee, we anticipate that a number
of our key personnel will retire in the coming years. If we are unable to attract, train and retain competent and skilled replacement
employees, our ability to design, develop and manufacture our products will be adversely affected. Furthermore, our operating performance
is also dependent upon personnel who hold security clearances and receive substantial training to work on certain programs or tasks.
If we were to experience an unanticipated attrition with respect to these employees, it will be difficult for us to replace them on a
timely basis.

 Adverse
changes in global economic or geopolitical conditions may adversely affect business operations and financial condition.

 Global
economic and geopolitical conditions may adversely affect our business operations and financial condition. Turmoil in world financial
markets may impact our supply chain resulting in unavailability of key components and materials, increasing costs due to delays, need
to redesign certain electronics in order to mitigate shortages or schedule impacts and increasing costs to establish alternate qualified
suppliers. These impacts may adversely affect our business due to customer cancellations, reduced demand for our products and increased
costs, which could impact our financial condition. We are also subject to inflation and recessionary pressures. The current inflationary
environment has and may continue to increase our cost of labor as well as our other operating costs. Likewise, deteriorating economic
conditions could reduce the demand for our products, which could adversely affect our business operations and financial condition.

 We
face various risks related to health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business,
financial position, results of operations and/or cash flows.

 Health
epidemics, pandemics and similar outbreaks, such as COVID-19, create substantial risk to the Company. Employees work in close proximity
to one another. Therefore, if an employee is infected with a communicable disease, such as COVID-19, or suspected of being infected,
other employees he or she has come in contact with may also be infected, with a cascading effect on the workforce. In addition to the
time off to recover, there is a need to clean and disinfect the areas where the employee was working and had frequented in the facility.
The nature of the Company's business requires mostly "hands-on" activities related to design, manufacturing and testing.
Therefore, absenteeism resulting from infectious diseases and cleaning procedures to disinfect various areas of our facilities can have
a significant impact on a contract's schedule, with a corresponding impact to costs. The Company is not able to predict possible
future pandemics, but if they manifest, they could have significant adverse effects on our business, financial position, results of operations
and/or cash flows.

 Our
business could be adversely impacted by various external disruptions.

 A
natural disaster, terrorism, insider threat, workplace violence, civil unrest, damaging weather, fire, act of war, or similar acts or
events could limit our access to our facilities or cause interruption in the supply of electricity, natural gas, or water or preclude
delivery of various supplies or limit the movement of our workforce, which may have a significant adverse impact to our operations and
financial performance. The nature of our business requires mostly "hands-on" activities at our facilities to design and manufacture
our products. Additionally, our products undergo lengthy testing, and interruption of these tests for any reason can cause damage to
the product and/or necessitate the need to repeat test cycles, with adverse cost and schedule impacts. Catastrophic effects that result
in intrusion of damaging water or other contaminants may cause damage to sensitive capital equipment, inventory or facilities that could
be material. Our ability to recover from these catastrophes may be limited. As a result, such disruptions could adversely impact our
financial position, results of operations and/or cash flows.

 Risks
Related to Legal, Regulatory and Compliance Matters

 Our
failure to comply with laws, regulations and/or terms we are subject to could adversely affect our business.

 We
operate in a highly regulated industry and are routinely audited and reviewed by the U.S. Government and its agencies. These agencies
review performance under our contracts, our cost structure and accounting, and our compliance with applicable laws, regulations, terms
and standards, as well as the adequacy of our systems in meeting government requirements. If an audit uncovers improper or illegal activities,
we would be subject to possible civil and criminal penalties, sanctions, forfeiture of profits or suspension or debarment. Most of our
contracts are subject to Federal Acquisition Regulations (FARs) or Defense Federal Acquisition Regulation Supplement (DFARS). Violation
of any of these regulations can result in significant consequences, including fines, disbarments or other punitive measures by the U.S.
Government. Additionally, the Company has defense department security clearance that is required for performance on several contracts.
Failure to maintain compliant security procedures may result in suspension of our security clearance and inability to perform on current
contracts, as well as limit our ability to be awarded future contracts. The Company is also subject to export control requirements, anti-boycott
regulations and Office of Foreign Assets Control (OFAC) sanctions against business dealings with certain persons and entities, including
its investment in Morion, Inc., a less than wholly-owned subsidiary of state-owned Russian bank Gazprombank. Violation of any of these
requirements may have a material adverse effect on our financial position, results of operations and/or cash flows.

 We
are subject to various investigations, claims, disputes, enforcement actions, litigation, and other legal proceedings that could ultimately
be resolved against us.

 We
have and may in the future become subject to investigations, claims, disputes, enforcement actions and administrative, civil or criminal
litigation, arbitration or other legal proceedings across a broad array of matters, including government contracts, commercial transactions,
false claims, false statements, compliance with government orders, mischarging, contract performance, fraud, procurement integrity, securities
laws and requirements, products liability, warranties, hazardous materials, personal injury claims, environmental, stockholder derivative
actions, acquisitions and divestitures, intellectual property, tax, corporate law and obligations, employment, export/import, anti-corruption,
debt and equity, labor, health and safety, the COVID-19 pandemic and the Company's response to it, accidents, and employee benefits
and plans, including plan administration, improper payments and issues related to privacy and security (cyber and physical). These matters
can divert financial and management resources; result in administrative, civil or criminal fines, penalties or other sanctions (including
judgments, convictions, consent or other voluntary decrees or agreements), compensatory, treble or other damages, non-monetary relief
or other liabilities; and otherwise harm our business and our ability to obtain and retain new business. Certain allegations against
us can lead to suspension or debarment from government contracts. A suspension or debarment could have a material adverse effect on the
Company because of our reliance on U.S. Government contracts. Additionally, an investigation, claim, dispute, enforcement action or litigation,
even if pending or not ultimately substantiated or if fully indemnified or insured, can also negatively impact our reputation among our
customers, and make it substantially more difficult for us to compete effectively for business in the future. Accordingly, investigations,
claims, disputes, enforcement actions, litigation or other legal proceedings could have a material adverse effect on our financial position,
results of operations and/or cash flows.

 The
Company has identified a material weakness in its internal control over financial reporting for the fiscal year ended April 30, 2024.
We may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls,
which may result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations.

 Maintaining
effective internal control over financial reporting is necessary for us to produce reliable financial statements. As more fully disclosed
in Part II, Item 9A "Controls and Procedures," in the course of preparing the audited consolidated financial statements for
the prior Annual Report on Form 10-K, the Company identified an error related to the calculation of the provision for losses on contracts.
We determined that we did not maintain adequate controls over to the review of the calculation of the loss provision, which the Company
concluded constituted a material weakness in the Company's internal control over financial reporting as of April 30, 2024.

 Under
standards established by the PCAOB, a material weakness is defined as a deficiency, or a combination of deficiencies, in internal control
over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis. A material weakness in the design of monitoring controls indicates that
the Company has not sufficiently developed and/or documented internal controls by which management can review and oversee the Company's
financial information to detect and correct material errors or that the personnel responsible for performing the review did not have
the sufficient skill set or knowledge of the subject matter to perform a proper assessment.

 To
remediate the material weakness, the Company has implemented changes to its loss provision calculation and enhanced its controls over
the review of the loss provision calculation to ensure appropriateness. The Company believes that its remediation plan was sufficient
to remediate the identified material weakness and strengthen its internal control over financial reporting. As of April 30, 2025, the
Company's management believes the identified material weakness have been remediated. As the Company continues to evaluate and work
to improve its internal control over financial reporting, management may determine to take additional measures to address control deficiencies
or determine to modify the remediation plan. Moreover, the Company cannot assure you that additional material weaknesses will not arise
in the future.

 Failure
to remediate the material weakness, or the development of new material weaknesses in the Company's internal control over financial
reporting, could result in future material misstatements in its consolidated financial statements and cause the Company to fail to meet
its reporting and financial obligations, which in turn could have a negative impact on the Company's financial condition.

 Risks
Related to Information Technology and Intellectual Property

 Our
business could be adversely impacted by significant cybersecurity attacks.

 As
a U.S. Government defense industry contractor, the Company has experienced cybersecurity attacks in the past and may be subjected to
significant cybersecurity attacks in the future in an effort to, among other things, steal intellectual property, disrupt operations,
embed ransomware or initiate insider attacks. Although we implement various measures and controls to monitor and mitigate risks associated
with these threats and to increase the cyber resiliency of our infrastructure and products, there can be no assurance that these processes
will be sufficient. Our inability to defend effectively against cyberattacks may result in disruption of operations, loss of significant
intellectual property, compromise of employee's personal information or violation of government contractor requirements for information
security. These could result in reputational damage, fines, litigation, operational impacts or significant costs for mitigation and/or
recovery, all with adverse consequences to our financial position, results of operations and/or cash flows.

 Claims
by third parties that our products infringe their intellectual property could result in costly disputes and/or require us to develop
alternate designs.

 We
may become subject to claims for infringement of intellectual property, which could result in litigation costs or require us to incur
costs for developing alternate designs that may require extensive testing and qualification to meet contract obligations. This could
result in adverse consequences to our financial position, results of operations and/or cash flows.

 Risks
Related to Our Common Stock

 Our
stock price may continue to be volatile.

 The
trading price of our common stock may continue to be volatile. As a result, investors in our common stock may experience substantial
losses. This volatility may or may not be related to our operating performance. Our operating results, from time to time, may be below
the expectations of public market analysts and investors, which could have a material adverse effect on the market price of our common
stock.

 If
significant existing stockholders sell large numbers of shares of our common stock, our common stock price could decline.

 Approximately
41.2% of our outstanding common stock is held by 5 individuals or entities. The market price of our common stock could decline if a large
number of our shares of outstanding common stock are sold in the public market by our existing stockholders or as a result of the perception
that such sales could occur.

 Item
1B. Unresolved Staff Comments

 Not
Applicable.

 Item
1C. Cybersecurity

 Risk Management
and Strategy

 We
believe cybersecurity is critical to our mission achievement to ensure uninterrupted business continuity, and enables us to deliver superior
services while safeguarding our customers' sensitive information.

 Our
cybersecurity risk management processes are integrated into our overall risk management strategy. As part of our risk management strategy,
our cybersecurity framework encompasses the following key processes:

 Risk-Based Controls for Information Systems: We maintain an Information Technology (IT) infrastructure with physical, administrative, and technical controls tailored to protect the confidentiality, integrity, and availability of our information and systems.

 Cybersecurity
 Incident Response Plan and Testing: We have an incident response plan supported by a dedicated
 team to address cybersecurity incidents. This includes vulnerability identification, initial
 assessment, and engagement of external experts as needed.

 Training
 Initiatives: We provide security awareness training to help our employees understand their
 information protection and cybersecurity responsibilities at FEI. We also provide additional
 role-based training to employees based on customer requirements, regulatory obligations and
 industry risks as needed.

 Third-Party Assessments: We engage cybersecurity firms to regularly evaluate our cybersecurity posture, helping identify and mitigate risks posed by evolving threats.

 We
seek to continually strengthen our cybersecurity defenses through significant investments in resources and maintaining comprehensive
cybersecurity insurance coverage. We maintain an insider threat detection program to proactively identify and mitigate both external
and internal threats in a timely manner.

 We
rely on certain third-party service providers to assist us with the delivery of our products to our customers. A cybersecurity incident
at a supplier or subcontractor could materially adversely impact us. Therefore, we evaluate third party providers from a cybersecurity
risk perspective, which may include an assessment of that service provider's cybersecurity posture through a questionnaire. However,
we rely on the third parties we use to implement security programs commensurate with their risk, and we cannot ensure in all circumstances
that their efforts will be successful.

 Our
adherence to Defense Federal Acquisition Regulation Supplement (DFARS) and Cybersecurity Maturity Model Certification (CMMC) requirements
ensures strict protection of Controlled Unclassified Information (CUI), mandated by the U.S. Department of Defense. These efforts underscore
our commitment to maintaining the highest cybersecurity resilience standards and regulatory compliance.

 As
a U.S. Government defense industry contractor, we have experienced cybersecurity attacks and may be subject to significant cybersecurity
attacks in the future. To date, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely
to affect us, including our business strategy, results of operations or financial condition. For additional information, see "Our
business could be adversely impacted by significant cybersecurity attacks" in Item 1A. Risk Factors above.

 Governance

 The
full Board of Directors has overall responsibility for overseeing the cybersecurity processes of identifying and mitigating cybersecurity
risks. The Board of Directors has not delegated this responsibility to any one Committee, as its structure and size allows for the entire
Board of Directors to oversee this responsibility. Periodically, our management provides updates to the Board of Directors regarding
our internal control program, including any significant changes to its IT infrastructure and/or cybersecurity program. Management also
communicates directly with the Board of Directors to report any material risks from cybersecurity threats.

 Our
Chief Information Officer (CIO) leads our cybersecurity program and reports directly to our Chief Executive Officer. Our CIO is supported
by our internal IT team that assists our CIO in the day-to-day management of the cybersecurity program, including the cybersecurity incident
response plan, training initiatives and third-party assessments. Our CIO has over two decades of experience in various cybersecurity
functions, including implementing stringent cybersecurity measures to protect sensitive information and meet established security standards,
extensive work in IT governance and operations, network intrusion and critical systems protection, Enterprise Resource Planning (ERP)
systems, and data analytics.

 Item
2. Properties

 The
Company operates out of several facilities located around the U.S. Each facility is used for manufacturing its products and for administrative
activities. The following table presents the location, size and terms of ownership/occupation:

 Location

 Size
 (sq. ft.)

 Own
 or Lease

 Mitchel Field, NY

 93,000

 Lease

 Garden Grove, CA

 37,463

 Lease

 Northvale, NJ

 6,548

 Lease

 The
Company's facility located in Mitchel Field, Long Island, New York, is part of the building that the Company constructed in 1981
and expanded in 1988 on land leased from Nassau County. In January 1998, the Company sold the building and the related land lease to
Reckson Associates Realty Corp. ("Reckson"), leasing back the space that it presently occupies.

 The
Company leases its manufacturing and office space from RA 55 CLB LLC (as successor-in-interest to Reckson). The lease expires on September
30, 2029. Pursuant to the lease agreement, the Company pays a gradually increasing annual rent of $1,046,810 in 2019 to $1,276,056 in
2029. The Company believes the leased space is adequate to meet the Company's domestic operational needs which encompass the principal
operations of the FEI-NY segment and also serves as the Company's corporate headquarters.

 The
Garden Grove, California facility is leased by the Company's subsidiary, FEI-Zyfer. The facility consists of a combination office
and test/assembly areas. The Company has signed a third amendment to the lease, which expanded the square footage rented, and extended
the lease an additional 62 months, beginning February 1, 2025 and expiring March 30, 2030. The average annual rent over the period of
the amendment is approximately $672,000. The Company believes the leased space is adequate to meet FEI-Zyfer's operational needs.

 FEI-Elcom
entered into a new lease agreement on January 12, 2022 regarding its Northvale, New Jersey facility. The facility consists of a combination
office and manufacturing space. The Company has signed a third amendment to the lease, which extended the lease an additional 36 months
beginning February 1, 2022 and expiring January 31, 2025, and reduced the square footage rented. The lease, as amended, requires monthly
payments of $8,270. As of April 30, 2025, the Company is in the process of negotiating a fourth amendment to the lease with the landlord
as the Company continues to utilize the space for FEI-Elcom's operational needs.

 Item
3. Legal Proceedings

 From
time to time, the Company may become a defendant in litigation arising out of the ordinary course of business. As of July 18, 2025, the
Company was not party to any material pending legal proceedings.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrant ' s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 The
common stock of the Company is listed on The Nasdaq Global Market ("NASDAQ") under the ticker symbol "FEIM."
As of July 8, 2025, the approximate number of holders of record of common stock was 441.

 DIVIDEND
POLICY

 On
July 22, 2024, the Board of Directors of the Company declared a special cash dividend of $1.00 per share of common stock. The dividend
was paid on August 29, 2024, to stockholders of record as of the close of business on August 8, 2024. Based on the current number of
shares of common stock outstanding, the total amount of this special cash dividend payment was approximately $9.4 million. No dividends
were declared or paid during fiscal year 2024. Any future determinations as to the declaration of dividends on our common stock will
be made at the discretion of the Board of Directors and will depend on our earnings, operating and financial conditions, capital requirements
and other factors deemed relevant by the Board of Directors.

 PURCHASES
OF EQUITY SECURITIES

 There
were no sales of unregistered equity securities during the quarter ended April 30, 2025.

 In
March 2005, the Company's Board of Directors authorized a stock repurchase program for up to $5 million of the Company's
outstanding common stock. This program does not have an expiration date. Shares may be purchased in open market purchases, private transactions
or otherwise at such times and from time to time, and at such prices and in such amounts as the Company believes appropriate and in the
best interests of its stockholders. The timing and volume of repurchases will vary depending on market conditions and other factors.
Purchases may be commenced or suspended at any time without notice. The Company has acquired approximately $3.9 million of its common
stock out of the total authorization of $5 million.

 The
following table presents the share-repurchase activity for the quarter ended April 30, 2025:

 Period

 Total

 number of

 shares

 purchased
 (1)

 Average

 price paid

 per share

 Total

 number of

 shares

 purchased

 as part of

 the publicly

 announced

 plan or

 program

 Approximate

 dollar value

 of shares

 that may yet

 be

 purchased

 under the

 plan or

 program

 February 1 - 28, 2025

 -

 $
 -

 -

 $
 1,138,718

 March 1 - 31, 2025

 -

 -

 -

 $
 1,138,718

 April 1 - 30, 2025

 -

 -

 -

 $
 1,138,718

 Total

 -

 -

 $
 1,138,718

 (1)
 There
 were no shares withheld or otherwise repurchased during the quarter ended April 30, 2025.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 "Safe
Harbor " Statement under the Private Securities Litigation Reform Act of 1995:

 The
statements in this Annual Report on Form 10-K regarding future earnings and operations and other statements relating to the future constitute
"forward-looking" statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking
statements. Factors that would cause or contribute to such differences include, but are not limited to, the risks associated with
reliance on key customers, including the U.S. government, the Company's use of estimates when accounting for contracts, actions
by significant customers or competitors, competitive factors, new products and technological changes, continued acceptance of the Company's
products in the marketplace, dependence upon third-party vendors, product prices and raw material costs, the Company's ability
to attract and retain key employees, general domestic and international economic conditions, health epidemics and pandemics, external
disruptions to the Company's facilities or supply chain, the Company's operations in a highly regulated industry, the outcome
of any litigation and arbitration proceedings, cybersecurity attacks, volatility in the Company's stock price, including due to
the relatively low trading volume of its common stock, and failure to maintain an effective system of internal controls over financial
reporting. The factors listed above are not exhaustive. Other sections of this Form 10-K include additional factors that could
materially and adversely impact the Company's business, financial condition and results of operations. Moreover, the Company
operates in a very competitive and rapidly changing environment. New factors emerge from time to time and it is not possible for
management to predict the impact of all these factors on the Company's business, financial condition or results of operations or
the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, investors should not rely on forward-looking statements as a prediction
of actual results. Any or all of the forward-looking statements contained in this Form 10-K and any other public statement made
by the Company or its management may turn out to be incorrect. The Company expressly disclaims any obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 Critical
Accounting Estimates

 The
Company's significant accounting policies are described in Note 1 to the Consolidated Financial Statements. The Company believes
its most critical accounting policies to be the recognition of revenue and costs on production contracts, income taxes and the valuation
of inventory. Each of these areas requires the Company to make use of reasonable estimates, including estimating the cost to complete
a contract, the realizable value of its inventory or the market value of its products. Changes in estimates can have a material impact
on the Company's financial position and results of operations.

Recognition

for most contracts are reported in operating results over time using the cost-to-cost method. Under this method, revenue is recorded
based upon the ratio that incurred costs bear to total estimated contract costs with related cost of revenues recorded as the costs are
incurred. Each month management reviews estimated contract costs through a process of aggregating actual costs incurred and estimating
additional costs to completion based upon the current available information regarding labor, outside services, materials, overhead costs
and status of the contract. The effect of any change in the estimated gross margin rate for a contract is reflected in revenues in the
period in which the change is known. Provisions for the full amount of anticipated losses on contracts are made in the period in which
they become determinable.

 Significant
judgment is used in evaluating the financial information for certain contracts to determine an appropriate budget and estimated cost.
The Company evaluates this information continuously and bases its judgments on historical experience, design specifications, and expected
costs for material and labor.

 Inventory

 In
accordance with industry practice, inventoried costs contain amounts relating to contracts and programs with long production cycles,
a portion of which will not be realized within one year. Inventory write downs are established for slow-moving materials based on percentage
of usage over a ten-year period, obsolete items on a gradual basis over five years with no usage and costs incurred on programs for which
production-level orders cannot be determined as probable. Such write-downs are based upon management's experience and expectations
for future business.

Taxes

 Our
income tax expense, deferred tax asset and liabilities, and liabilities for unrecognized tax benefits reflect management's best
estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated
income tax expense.

income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial
statements, which will result in taxable or deductible amounts in the future. Accounting for income taxes requires that a valuation allowance
be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In evaluating our
ability to recover deferred tax assets in the jurisdiction from which they arise, we consider all positive and negative evidence, including
the reversal of deferred tax liabilities, projected future taxable income, tax planning strategies, and results of recent operations.
In circumstances where there is sufficient negative evidence indicating that the deferred tax assets will not be realizable, we establish
a valuation allowance. For the fiscal year ended April 30, 2025, the valuation allowance decreased by approximately $13.9 million from
the prior fiscal year primarily due to releasing the majority of the valuation allowance recorded against the deferred tax asset. The
change in estimate occurred in the quarter ended January 31, 2025 because Frequency no longer had cumulative losses in recent years due
to significant earnings in the quarter ended January 31, 2025.

 The
Company maintains a valuation allowance of approximately $1.4 million against certain deferred tax assets including state tax credits
and capital loss carryforwards because the realization of these tax attributes requires sufficient taxable income be sourced to the respective
state jurisdiction and capital gain income is required to utilize capital losses. The Company will continue to evaluate the realizability
of its deferred tax assets quarterly. Any further increases or decreases in the valuation allowance could have an unfavorable or favorable
impact on the Company's income tax provision and net income in the period in which such determination is made. As of April 30,
2025, the deferred tax asset is recorded at its more-likely-than-not realizable amount.

 Tax
benefits are recognized for an uncertain tax position when, in the Company's judgment, it is more likely than not that the position
will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold,
the tax benefit is measured as the largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate
settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted periodically due to changing
circumstances and when new information becomes available. Such adjustments are recognized entirely in the period in which they are identified.
The effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as
considered appropriate by the Company. While it is often difficult to predict the final outcome or the timing of resolution of any particular
tax matter, the Company believes its liability for unrecognized tax benefits is adequate.

 RESULTS
OF OPERATIONS

Results

 The
table below sets forth for the fiscal years ended April 30, 2025 and 2024, the percentage of consolidated net sales represented by certain
items in the Company's consolidated statements of operations:

 Years Ended

 2025

 2024

 76.3
 %

 72.9
 %

 26.7

 32.8

 Less intersegment revenues

 (3.0
)

 (5.7
)

 100.0

 100.0

 Cost of revenues

 56.9

 66.4

 Gross margin

 43.1

 33.6

 Selling and administrative expenses

 17.6

 18.4

 Research and development expenses

 8.7

 6.1

 Operating income

 16.8

 9.1

 Other income, net

 0.6

 0.8

 Benefit from income taxes

 (16.5
)

 (0.2
)

 Net income

 33.9
 %

 10.1
 %

 (in

 Segment

 2025

 2024

 $
 53,269

 $
 40,261

 $
 13,008

 32.3
 %

 18,660

 18,138

 2.9
 %

 Intersegment revenues

 (2,118
)

 (3,125
)

 1,007

 (32.2
)%

 $

 $

 $
 14,537

 26.3
 %

 For
the fiscal year ended April 30, 2025 revenue increased by approximately $14.5 million, or 26%, compared to the prior fiscal year. The
Company is encouraged by the significant revenue growth compared to the prior fiscal year. The majority of the increase in revenue for
fiscal year 2025, as compared to fiscal year 2024, was as a result of an increase in sales in the U.S. Government/DOD Satellite market.
In fiscal year 2025, revenues from satellite programs, one of the Company's largest business areas, increased by $17.7 million,
or 76%, compared to the prior fiscal year. The increase was due mainly to adjustments in total estimated costs in the current period
resulting from efficiencies realized. Satellite program revenues for Government end-use were 53% and 40% of total revenues for fiscal
years 2025 and 2024, respectively. Satellite program revenues for commercial end-use were 6% and 2% of total revenue for fiscal years
2025 and 2024, respectively.

on satellite program contracts are recorded in the FEI-NY segment and are recognized primarily under the percentage-of-completion ("POC")
method. Revenues from non-space U.S. Government/DOD customers decreased by approximately $2.4 million, or 8%, in fiscal year 2025 compared
to fiscal year 2024. These revenues are recorded in both the FEI-NY and FEI-Zyfer segments and accounted for approximately 38% and 52%
of consolidated revenues for fiscal years 2025 and 2024, respectively. Other commercial and industrial sales accounted for approximately
3% and 6% of consolidated revenues for fiscal years 2025 and 2024, respectively. Sales in the other commercial and industrial sales area
were $2.4 million and $3.1 million for the fiscal year ended April 30, 2025 and the fiscal year ended April 30, 2024, respectively.

 Gross
Profit

 (in

 2025

 2024

 Gross Profit

 $
 30,097

 $
 18,583

 $
 11,514

 62.0
 %

 Gross Profit Percentage

 43.1
 %

 33.6
 %

 For
the fiscal year ended April 30, 2025, the gross profit and gross profit percentage increased as a result of several factors. The increase
in gross profit dollars was directly related to the significant increase in revenues over the prior fiscal year period as well as the
increase in gross margin. The majority of the increase in the gross profit percentage, as compared to the prior fiscal year, was in the
FEI-NY segment and was attributed to the Company's performance on several traditional space programs at higher margins, due to
favorable cumulative catch-up adjustments, and those programs progressing ahead of schedule. In addition, the Company has new programs
that are progressing well, and the Company anticipates that they will generate additional revenue and profit.

 Selling
and Administrative Expenses

 (in

 2025

 2024

 $
 12,289

 $
 10,184

 $
 2,105

 20.7
 %

 In
fiscal years ended April 30, 2025 and 2024, selling and administrative expenses ("SG&A") were 18% of consolidated revenues
in both periods. While total SG&A expenses increased in fiscal year 2025, as compared to the prior fiscal year, SG&A expenses
remained consistent as a percentage of revenue in fiscal year 2025. The approximately $2.1 million dollar increase is made up of mainly
payroll related items such as, 401K expense, stock option expense, and bonus accrual. In addition to these expenses, trade show and related
costs also increased during fiscal year 2025 as well.

 Research
and Development Expenses

 (in

 2025

 2024

 $
 6,076

 $
 3,380

 $
 2,696

 79.8
 %

 As
a percentage of consolidated revenue, R&D expense for the fiscal years ended April 30, 2025 and 2024 were 9% and 6%, respectively.
The Company funded R&D amount was higher in fiscal year 2025 as compared to the previous fiscal year, partially because the previous
fiscal year R&D expenditures was lower than planned and some of the expenses were subsequently captured in fiscal year 2025. The
increase in R&D expense also reflects the Company's commitment to maintaining its technical excellence. The Company expects
future R&D investment to be in line with, or even potentially above, historical spending.

 The
funds received in connection with customer funded R&D appears in revenues and the associated expenses are included in cost of revenues
and are not included in the table above. The Company believes that internally generated cash and cash reserves are adequate to fund its
future R&D activity.

 Operating

 (in

 2025

 2024

 $
 11,732

 $
 5,019

 $
 6,713

 133.8
 %

 For
the fiscal year ended April 30, 2025, the Company recorded operating income of $11.7 million compared to an operating income of $5.0
million in the prior fiscal year. The increase is mainly attributable to the Company's significant increase in revenue and gross
margin during fiscal year 2025, as noted above, from traditional space programs that have been executed ahead of schedule, well within
budgets, and performed well technologically. The positive effects of cost cutting measures instituted by management have also contributed
to the increase.

 Other
Income, net

 (in

 2025

 2024

 Income on investments

 $

 $

 $
 (42
)

 (7.5
)%

 Interest expense

 (104
)

 (109
)

 (4.6
)%

 Other expense, net

 (3
)

 (7
)

 (57.1
)%

 $

 $

 $
 (33
)

 (7.4
)%

 The
change from the prior fiscal year was relatively minimal. All three categories presented were slightly lower in fiscal year 2025 compared
to the prior fiscal year.

Tax (Benefit) Provision

 (in

 2025

 2024

 $
 (11,542
)

 $
 (130
)

 $
 (11,412
)

 8,778.5
 %

 (in

 2025

 2024

 Effective tax rate on pre-tax book
 income (loss):

 (95.0
)%

 (2.4
)%

 For
the fiscal year ended April 30, 2025, the Company recorded an income tax benefit of $11.5 million. For the fiscal year ended April 30,
2024, the Company recorded an income tax benefit of $0.1 million.

 The
Company's effective tax rate of (95.0)% for fiscal year 2025 differs from the U.S. federal statutory rate of 21% primarily due
to a reduction of the valuation allowance. (See Note 13 to the Consolidated Financial Statements for a reconciliation of the actual tax
benefit to the expected tax provision at the federal statutory rate.)

 As
of April 30, 2025, the Company has U.S. federal net operating losses of $5 million of which $1.7 million begins to expire in fiscal year
2026 through fiscal year 2031. The U.S. federal net operating losses of $5 million includes $1.7 million which is subject to an annual
limitation under Internal Revenue Code Section 382. The remaining U.S. federal net operating losses of $3.4 million have an indefinite
carry-forward period. The U.S. federal capital loss carry-forward of $0.8 million expires in fiscal years 2028. U.S. federal R&D
credits of $0.7 million begin to expire in fiscal year 2038 through fiscal year 2045. The Company also has state net operating loss carryforwards,
and state tax credits that expire in various years and amounts.

 On
July 4, 2025, President Trump signed H.R. 1, the "One Big Beautiful Bill Act", into law. In accordance with U.S. GAAP,
the Company will account for the tax effects of changes in tax law in the period of enactment which is Q1 of fiscal year 2026. The Company
is currently in the process of analyzing the tax impacts of the law change, but we do not expect a material impact on our financial statements.

 LIQUIDITY
AND CAPITAL RESOURCES

 Net
cash used in operations was $1.4 million in fiscal year 2025 compared to net cash provided by operations of $8.7 million in fiscal year
2024. The Company's balance sheet continues to reflect a highly liquid position with working capital of $29.7 million at April
30, 2025 as compared to $27.3 million at April 30, 2024. Included in working capital at April 30, 2025 was $4.7 million consisting
of cash and cash equivalents. The Company's current ratio at April 30, 2025 was 2.3 to 1, compared to 1.9 to 1 at April 30,
2024.

fiscal years 2025 and 2024, the Company incurred $5.9 million and $4.4 million, respectively, in non-cash charges to earnings, including
adjustments relating to net assets and liabilities for operating leases, loss provision accrual, deferred tax assets, depreciation and
amortization expense, inventory adjustments, warranty and accounts receivable reserves and certain employee benefit plan expenses, including
accounting for stock-based compensation. During fiscal year 2025, cash provided by operations was mainly due to increases in net income,
mainly in the U.S. Government/DOD Satellite market, and deferred tax assets primarily due to the reduction of the valuation allowance,
and partially offset by a decrease in contract liabilities and contract assets. During fiscal year 2024, cash flows relating to operating
activities increased as a result of decreases in the loss provision accrual and other liabilities and increases in contract assets and
inventory, partially offset by an increase in contract liabilities and net income.

 Net
cash used in investing activities for the fiscal year ended April 30, 2025 was $1.8 million compared to $1.5 million used in investing
activities for the fiscal year ended April 30, 2024 all relating to purchases of capital expenditures.

 Net
cash used in financing activities for the fiscal year ended April 30, 2025 was $9.9 million, of which $9.6 million was related to a special
cash dividend payment of $1.00 per share of common stock paid on August 29, 2024. There was no cash used in financing activities for
the fiscal year ended April 30, 2024.

 The
Company will continue to expend resources for R&D to develop, improve and acquire products for space applications, guidance and targeting
systems, and communication systems that management believes will result in future growth and profitability. The Company anticipates securing
additional customer funding for a portion of its R&D activities and will allocate internal funds depending on market conditions and
identification of new opportunities. The Company expects internally generated cash will be adequate to fund these R&D efforts.
The Company may also pursue acquisitions to expand its range of products and may use internally generated cash and external funding in
connection with such acquisitions.

fiscal year 2025, as in fiscal year 2024, the impact of inflation on the Company's business was an increases in costs for materials
and services. The Company believes this may continue to impact expenses in fiscal year 2026 and future years.

 As
of April 30, 2025, the Company had retained earnings of $3.7 million. The Company believes that its cash, as of April 30, 2025, and cash
flows from operations will provide sufficient liquidity to meet its operating needs in the normal course of business in both the short-term
(next twelve months from the date of issuance of these consolidated financial statements) and in the long-term (beyond the next twelve
months).

 RECENT
ACCOUNTING PRONOUNCEMENTS

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which expands on the required disclosure of incremental
segment information. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal
years beginning after December 15, 2024, with early adoption permitted. We adopted the new standard effective April 30, 2025. As a result,
we have enhanced our segment disclosures to include the presentation of cost of revenues by segment and the disclosure of our Chief Operating
Decision Maker ("CODM"). The adoption of this ASU has no material effect on the consolidated financial statements and only
affects our disclosure.

 In
December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"),
which requires companies to annually disclose categories in the effective tax rate reconciliation and additional information about income
taxes paid. The new guidance is effective for annual periods beginning after December 15, 2024, and interim periods within fiscal years
beginning after December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the impact that the adoption
of ASU No. 2023-09 will have to the financial statements and related disclosures.

 OTHER
MATTERS

 The
financial information reported herein is not necessarily indicative of future operating results or of the future financial condition
of the Company.

 Morion

 The
Company has an investment in Morion, a privately-held Russian company, which manufactures high precision quartz resonators and crystal
oscillators. The Company has also licensed certain technology to Morion.

 The
Company's investment consists of 4.6% of Morion's outstanding shares, accordingly, the Company accounts for its investment
in Morion on a cost basis. During the fiscal year ended April 30, 2025, the Company acquired no product from Morion. During the fiscal
year ended April 30, 2024, the Company acquired product from Morion in the aggregate amount of approximately $89,000. During the fiscal
years ended April 30, 2025 and 2024, the Company sold no product and no training services to Morion, and the Company received no dividends
from Morion.

 Due
to the Russia-Ukraine conflict and resulting sanctions, the future status of FEI's equity investment in Morion is uncertain. In
response to these conditions, in connection with the preparation of the audited financial statements included in the 2022 Form 10-K,
the Company impaired its investment in Morion in full.

 Prior
purchases of materials from Morion consisted mainly of quartz crystal blanks, which were used in the fabrication of quartz resonators.
However, on October 30, 2024, the U.S. Department of Treasury's Office of Foreign Assets Control designated Morion as a Specially
Designated National, resulting in the blocking of all Morion property and property interests. As a result, the Company has terminated
all commercial relationships with Morion, including the licensing of technology to Morion and the purchase of any products from Morion.
The Company has established alternate sources of supply with respect to items previously acquired from Morion. The Company is also capable
of fabricating the crystal blanks in-house.

 Morion
is a less than wholly-owned subsidiary of Gazprombank, a state-owned Russian bank. The U.S. Ukraine-related sanctions regime has since
2014 included a list of sectoral sanctions identifications ("SSI") pursuant to Executive Order 13662, which prohibits certain
transactions, including certain extensions of credit, with an entity designated as an SSI or certain affiliates of an entity designated
as an SSI. On July 16, 2014, after the Company's investment in Morion, Gazprombank was designated as an SSI.

 As
previously disclosed, in light of Morion's relationship with Gazprombank, in 2020, the Company evaluated, with the assistance of
external legal counsel, certain sales to Morion and the timing of payments by Morion to the Company in connection with those sales to
determine whether payments by Morion may have inadvertently constituted extensions of credit in violation of Directive 1 under Executive
Order 13662. The Company determined that certain payments by Morion – the majority of which occurred more than five years ago –
were not timely. Following the evaluation, on May 7, 2020, the Company voluntarily disclosed its findings to the Office of Foreign Assets
Control ("OFAC"). The Company's voluntary disclosure to OFAC related solely to delays in collection of accounts receivable
that exceeded then-applicable payment windows set forth in sanctions regulations and did not relate to any other type of payment or transaction.
On February 17, 2021, the Company received a Cautionary Letter from OFAC indicating that OFAC has completed its review of the matter.
According to OFAC, the Cautionary Letter was issued instead of pursuing a civil monetary penalty or taking other enforcement action.

 Item
7A. Quantitative and Qualitative Disclosure about Market Risk

 Not
applicable.

 Item
8. Financial Statements and Supplementary Data

 Report
of Independent Registered Public Accounting Firm

 Board
of Directors and Stockholders

Electronics, Inc.

 Opinion
on the financial statements

 We
have audited the accompanying consolidated balance sheets of Frequency Electronics, Inc. (a Delaware corporation) and subsidiaries (the
"Company") as of April 30, 2025 and 2024, the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for each of the two years in the period ended April 30, 2025, and the related notes (collectively referred to
as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of April 30, 2025 and 2024, and the results of its operations and its cash
flows for each of the two years in the period ended April 30, 2025, in conformity with accounting principles generally accepted in the
United States of America.

 Basis
for opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
audit matter

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

recognized using the percentage-of-completion cost-to-cost method

 As
described further in Note 1 to the consolidated financial statements, the Company generates a majority of its revenue from contracts
with its customers where revenue is recognized over time using the percentage-of-completion cost-to-cost method. Under this method, the
Company measures progress towards completion based on the ratio of costs incurred to date to total estimated costs to satisfy the Company's
performance obligation. The percentage-of-completion cost-to-cost method requires management to use significant estimates and assumptions
to estimate costs associated with its contracts with customers. These costs are estimated at contract inception and are monitored and
updated throughout the duration of the contract. We identified revenue recognized using the percentage-of-completion cost-to-cost method
as a critical audit matter.

 The
principal consideration for our determination that revenue recognized using the percentage-of-completion cost-to-cost method is a critical
audit matter is management's use of significant estimates and assumptions in determining the total estimated costs at completion.
Auditing these estimates and assumptions required especially challenging, subjective, and complex auditor judgment.

 Our
audit procedures related to cost estimates used in recognizing revenue under the percentage-of-completion cost-to-cost method included
the following, among others:

 We
 gained an understanding of the Company's process to develop the estimates and assumptions
 used in determining the total estimated costs at completion.

 We
 evaluated the reasonableness of significant estimates and assumptions used by management
 to develop its cost estimates through reviewing key terms of the contracts, comparing margin
 estimates with actual margins generated by similar contracts that have been completed, evaluating
 costs incurred to date relative to the contracts' remaining tasks and timeline, and
 inspecting analyses and documentation used to support the cost estimates, as applicable.

 We
 inquired with project management, engineers, and others directly involved with the execution
 of contracts to evaluate management's ability to satisfy the requirements of the contract,
 as well as to evaluate project status and challenges which may affect the cost estimates.

 We
 evaluated contract activity during the period subsequent to April 30, 2025, but before the
 financial statements were issued, to identify changes in conditions or events that may result
 in significant changes to the Company's cost estimates as of April 30, 2025.

 We
 evaluated the appropriateness of the timing of the incorporation of changes to cost estimates,
 including evaluating the timeline of key events and knowledge points that led to management's
 determination that a change in estimate was necessary.

 We
 performed retrospective reviews when evaluating management's estimation process by
 comparing actual outcomes to previous estimates.

 We
 recalculated revenue and gross profit recognized during the year based on the Company's
 measurement of its progress towards completion.

 /s/
GRANT THORNTON LLP

 We
have served as the Company's auditor since 2023.

 Melville,
New York

 July
18, 2025

Balance Sheets

 (In
thousands, except par value)

 2025

 2024

 ASSETS:

 Current assets:

 Cash and cash
 equivalents

 $

 4,720

 $

 18,320

 Accounts receivable, net of allowances of $ 110 at April 30, 2025 and at April 30, 2024

 5,914

 4,614

 Contract assets

 17,914

 10,523

 23,487

 23,431

 Prepaid income taxes

 -

 Prepaid
 expenses and other

 1,071

 1,196

 Total current assets

 53,106

 58,121

 Property, plant, and equipment, net

 6,188

 6,438

 Deferred taxes

 12,045

 -

 Goodwill

 Cash surrender value of life insurance and assets held
 in trust

 10,882

 10,221

 Right-of-use assets – operating leases

 8,659

 6,036

 Restricted cash

 1,365

 Other assets

 Total assets

 $

 93,737

 $

 83,253

 LIABILITIES AND STOCKHOLDERS'
 EQUITY:

 Current liabilities:

 Accounts payable –
 trade

 $

 1,359

 $

 2,348

 Accrued liabilities

 5,899

 4,765

 Loss provision accrual

 Income taxes payable

 -

 Operating lease liability,
 current portion

 2,027

 1,640

 Contract
 liabilities

 13,607

 21,639

 Total current liabilities

 23,455

 30,796

 Deferred compensation

 7,933

 8,088

 Deferred taxes

 -

 Operating lease liability,
 non-current portion

 6,729

 4,545

 Total
 liabilities

 38,117

 43,437

 Contingencies (Note 15)

 Stockholders' equity:

 Preferred stock - $ 1.00 par value; authorized 600 shares, no shares issued and outstanding

 -

 -

 Common stock - $ 1.00 par value; authorized 20,000 shares, 9,717 shares issued and 9,704 shares outstanding at April 30, 2025; 9,512 shares issued and 9,511 shares outstanding at April 30, 2024

 9,717

 9,512

 Additional paid-in capital

 42,475

 50,334

 Retained earnings (accumulated
 deficit)

 3,659

 ( 20,027

)

 Common stock reacquired and held in treasury - at cost ( 13 shares at April 30, 2025 and 1 share at April 30, 2024)

 ( 231

)

 ( 3

)

 Total
 stockholders' equity

 55,620

 39,816

 Total liabilities
 and stockholders' equity

 $

 93,737

 $

 83,253

 The
accompanying notes are an integral part of these consolidated financial statements.

Statements of Operations

 (In
thousands, except per share data)

 Years

 2025

 2024

 Consolidated Statements
 of Operations

 $

 $

 Cost
 of revenues

 39,714

 36,691

 Gross
 margin

 30,097

 18,583

 Selling
 and administrative expenses

 12,289

 10,184

 Research
 and development expenses

 6,076

 3,380

 Operating

 11,732

 5,019

 Other
 income (expense):

 on investments

 Interest
 expense

 ( 104
)

 ( 109
)

 Other
 expense, net

 ( 3
)

 ( 7
)

 before benefit from income taxes

 12,144

 5,464

 Benefit
 from income taxes

 ( 11,542
)

 ( 130
)

 Net

 $
 23,686

 $
 5,594

 Net income per common share:

 Basic
 income per share

 $
 2.46

 $
 0.59

 Diluted
 income per share

 $
 2.46

 $
 0.59

 Weighted average shares
 outstanding:

 Basic

 9,612

 9,431

 Diluted

 9,615

 9,431

 The
accompanying notes are an integral part of these consolidated financial statements.

Statements of Cash Flows

 (In

 Years

 2025

 2024

 Cash flows from operating activities:

 Net

 $

 23,686

 $

 5,594

 Adjustments to reconcile
 net income to net cash (used in) provided by operating activities:

 Depreciation and amortization

 2,055

 2,124

 Non-cash lease expense

 ( 52

)

 ( 104

)

 Provision for losses on accounts receivable,
 other assets and warranty reserve

 ( 171

)

 Provision for inventory reserve

 1,248

 Deferred taxes

 ( 12,053

)

 -

 Loss provision accrual

 ( 1,140

)

 Loss on sale of fixed and
 other assets

 Employee benefit plans expense

 1,399

 Stock-based compensation
 expense

 1,161

 Changes in operating assets
 and liabilities:

 Accounts receivable

 ( 1,300

)

 Contract assets

 ( 7,706

)

 ( 368

)

 ( 1,303

)

 ( 3,817

)

 Prepaid expenses and other

 ( 125

)

 Other assets

 ( 661

)

 -

 Accounts payable - trade

 ( 989

)

 Accrued liabilities

 1,135

 Contract liabilities

 ( 8,032

)

 3,054

 Prepaid income taxes

 ( 7

)

 Other
 liabilities

 ( 654

)

 ( 595

)

 Net cash (used in) provided
 by operating activities

 ( 1,428

)

 8,708

 Cash flows from investing activities:

 Capital
 expenditures

 ( 1,808

)

 ( 1,492

)

 Net cash used in investing
 activities

 ( 1,808

)

 ( 1,492

)

 Cash flows from financing activities:

 Payment of dividend

 ( 9,567

)

 -

 Purchase
 of treasury stock

 ( 377

)

 -

 Net cash used in financing
 activities

 ( 9,944

)

 -

 Net (decrease) increase in cash and cash equivalents
 and restricted cash

 ( 13,180

)

 7,216

 Cash and cash equivalents
 and restricted cash at beginning of year

 19,265

 12,049

 Cash and cash equivalents
 and restricted cash at end of year

 $

 6,085

 $

 19,265

 The
accompanying notes are an integral part of these consolidated financial statements.

Statements of Cash Flows

 (In

 (Continued)

 Years

 2025

 2024

 Supplemental disclosures of cash flow information:

 Cash paid during the year for:

 Interest

 $

 $

 taxes

 $

 $

 The
accompanying notes are an integral part of these consolidated financial statements.

Statements of Changes in Stockholders' Equity

 Years
ended April 30, 2025 and 2024

 (In
thousands, except share data)

 Additional

 Retained earnings

 Treasury stock

 Accumulated
 other

 Common
 Stock

 paid
 in

 (accumulated

 (at
 cost)

 comprehensive

 Amount

 capital

 deficit)

 Amount

 (loss)

 Total

 Balance
 at April 30, 2023

 9,373,776

 $
 9,374

 $
 49,136

 $
 ( 25,621
)

 $
 ( 3
)

 $
 -

 $
 32,886

 Contribution of
 stock to 401(k) plan

 58,987

 -

 -

 -

 -

 Stock-based
 compensation expense

 78,797

 -

 -

 -

 -

 Net

 -

 -

 -

 5,594

 -

 -

 -

 5,594

 Balance at April
 30, 2024

 9,511,560

 $
 9,512

 $
 50,334

 $
 ( 20,027
)

 $
 ( 3
)

 $
 -

 $
 39,816

 Exercise of stock
 options

 1,819

 ( 151
)

 ( 11,917
)

 $

 -

 Contribution of
 stock to 401(k) plan

 70,100

 -

 -

 -

 -

 Stock-based

 compensation
 expense

 133,520

 1,028

 -

 -

 -

 -

 1,161

 withheld on employee taxes on vested equity awards

 -

 -

 -

 -

 24,264

 ( 377
)

 -

 ( 377
)

 Dividends

 -

 -

 ( 9,567
)

 -

 -

 -

 -

 ( 9,567
)

 Net

 -

 -

 -

 23,686

 -

 -

 -

 23,686

 Balance at April
 30, 2025

 9,716,999

 $
 9,717

 $
 42,475

 $
 3,659

 13,088

 $
 ( 231
)

 $
 -

 $
 55,620

 The
accompanying notes are an integral part of these consolidated financial statements.

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 April

 1.
 Summary of Accounting Policies

 Organization

 The
Company is principally engaged in the design, development and manufacture of precision time and frequency control products and components
for microwave integrated circuit applications.

 Basis
of Presentation and Principles of Consolidation:

 The
consolidated financial statements include the accounts of Frequency Electronics, Inc. and its wholly-owned subsidiaries (the "Company"
or "Registrant"). References to "FEI" are to the parent company alone and do not refer to any of its subsidiaries.
See Note 13 for information regarding the Company's business segments: (1) FEI-NY (which includes the subsidiaries FEI Government
Systems, Inc., FEI Communications, Inc., and FEI-Elcom Tech, Inc. ("FEI-Elcom")), and (2) FEI-Zyfer, Inc. ("FEI-Zyfer").
Intercompany accounts and transactions are eliminated in consolidation.

 Use
of Estimates:

 These
consolidated financial statements have been prepared in conformity with United States generally accepted accounting principles ("U.S.
GAAP") and require management to make estimates and assumptions that affect amounts reported and disclosed in the consolidated
financial statements and related notes. Actual results could differ from these estimates. Significant estimates include, but are not
limited to, accounting for revenue recognition using a cost-to-cost input model, inventory reserves, deferred compensation plans, impairment
of goodwill and other long-lived assets, stock-based compensation, and income taxes including deferred income taxes.

 Cash
Equivalents:

 The
Company considers certificates of deposit and other highly liquid investments with maturities of three months or less when purchased
to be cash equivalents. The Company places its temporary cash investments with high credit quality financial institutions. Such investments
may at times be in excess of the Federal Deposit Insurance Corporation ("FDIC") and Securities Investor Protection Corporation
insurance limits. No losses have been experienced on such investments.

 Accounts
Receivable and Allowance for Credit Losses:

 Accounts
receivable, net, consists of amounts collectible from customers recorded at the original invoiced amount. Management analyzes accounts
receivable and the potential for credit losses based on customer concentrations, credit worthiness, current economic trends and changes
in customer payment terms. Accounts receivable are recorded at their stated amount, less allowance for credit losses. When it is determined
amounts are not recoverable, the receivable is written off against the allowance.

 Property,
Plant and Equipment:

 Property,
plant and equipment is recorded at cost, net of accumulated depreciation and amortization. Expenditures for betterments are capitalized;
maintenance and repairs are charged to operations when incurred. When fixed assets are sold or retired, the cost and related accumulated
depreciation and amortization are eliminated from the respective accounts and any gain or loss is credited or charged to operations.

 If
events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, the Company estimates
the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash
flows (undiscounted and without interest charges) is less than the carrying amount of the long-lived asset, an impairment loss is recognized
based on the excess of the carrying amount over the fair value of the long-lived asset. No impairment losses have been recognized in
the years ended April 30, 2025 and 2024.

 Depreciation
and Amortization:

 Depreciation
of property, plant and equipment is computed on the straight-line method based upon the estimated useful lives of the assets ( 40 years
for buildings and 3 to 10 years for other depreciable assets). Leasehold improvements are amortized on the straight-line method over
the lesser of the lease term or the estimated useful life of the asset.

 NOTES

 April

 Inventories:

 Inventories,
which consist of raw materials, work-in-process and finished goods are accounted for at the lower of cost (specific and average) and
net realizable value. The cost of work-in-process and finished goods generally include the cost of materials, labor, overhead and other
costs that are directly related to their production. The Company reviews its inventories quarterly to determine reserves for excess or
obsolete inventory based upon historical sales trends, expected production usage, and other factors. Changes to inventory are charged
to cost of revenues in the period when such changes are identified.

represent raw materials, work-in-process, and finished goods that relate to non-customized products sold to customers at a point in time.
Inventories also represent raw materials and in-process and completed components parts that are used in multiple customer projects but
have not been allocated to a specific customer project or incorporated in the creation of customized products that are sold to specific
customers over a period of time.

 Goodwill:

 The
Company records goodwill as the excess of purchase price over the fair value of identifiable net assets acquired. The Company performs
a qualitative evaluation of events and circumstances impacting each reporting unit to determine the likelihood of goodwill impairment.
Based on this evaluation, if it is determined that it is more likely than not that the fair value of a reporting unit exceeds its carrying
amount, no further evaluation is necessary. Otherwise, the Company will perform a quantitative impairment test to compare the fair value
of a reporting unit to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value, goodwill
of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill
impairment loss will be recognized in an amount equal to that excess. Management has determined that goodwill was not impaired as of
April 30, 2025 and 2024, based on its qualitative assessment of impairment for each period.

and Cost Recognition:

is recognized when or as performance obligations are satisfied, which is when control over goods or services are transferred to the customer,
in an amount that reflects the consideration to which the Company expects to receive. A performance obligation is a distinct product
or service that is transferred to the customer based on the contract. The transaction price is allocated to each performance obligation
and is recognized as revenue upon satisfaction of that performance obligation.

 The
Company derives a majority of its revenue through contracts with customers that involve the sale of goods and services with specifications,
frequencies and significant customization to address the requirements of a specific customer and contracts where the end user is the
U.S. Government. These contracts generally include one performance obligation, which is typically a customized product or a series of
distinct customized products. Control over this performance obligation transfers to the customer over time as the Company creates the
customized product because such product does not have an alternative use to the Company and the contract provides the Company with an
enforceable right to payment for performance completed to date. In certain cases, the customer also controls the product as it is being
created by the Company. Accordingly, revenue is reported in operating results over time using the percentage-of-completion ("POC")
cost-to-cost method. Under this method, revenue is recorded based on the ratio of costs incurred over total estimated contract costs.
This method provides a faithful depiction of the transfer of the customized product to the customer because the costs incurred represent
the Company's inputs towards satisfying the performance obligation. Each month management reviews estimated contract costs through
a process of aggregating actual costs incurred and estimating additional costs to complete based on current available information, project
status, historical experience with similar contracts, changes to product specifications, and other factors. The estimation of total costs
through completion is complicated and subject to many variables. Total cost estimates can be affected by a number of factors such as
changes in the assessment of the nature and complexity of the work; design challenges including changes to design specifications; technical
challenges including those related to quality control; production challenges including those resulting from the timeliness of customer
funding, and the unavailability or reduced productivity of qualified labor; supplier challenges including the cost, availability, and
quality of raw materials and subcontractor services; changes in laws or regulations; actions necessary for long-term customer satisfaction;
and natural disasters or other matters. Changes in these cost estimates could result in the recognition of unfavorable cumulative catch-up
adjustments to the Company's operating results of the period when such changes are made. Costs to satisfy the performance obligation,
which include direct materials, direct labor, manufacturing overhead and other direct costs, are expensed as incurred except when the
Company determines that the total estimated costs through completion will exceed total revenue, resulting in a contract loss. Such contract
loss is accrued for immediately in the period when the loss is identified.

 NOTES

 April

 The
Company also derives its revenue through contracts or purchase orders from customers that involve the sale of goods and services that
are not significantly customized and therefore, such goods and services have an alternative use to the Company because they can be resold
to other customers. These contracts typically include one performance obligation, which is a non-customized product or service ordered
by the customer. Control over this performance obligation transfers to the customer and revenue is recorded at a point time when passage-of-title
("POT") occurs as reflected by either (i) shipment of the product or (ii) performance of the services, which are generally
completed within a very short period. When payment is contingent upon customer acceptance, revenue is deferred until such acceptance
is received. Costs directly related to the production of a non-customized product are capitalized in inventory and are generally expensed
when the product is shipped to or accepted by the customer. Cost of services are expensed as incurred.

 Contract
costs include all direct material costs, direct labor costs, manufacturing overhead and other direct costs related to contract performance.
Selling, general and administrative costs are charged to expense as incurred.

 Practical
Expedients

 The
Company expenses sales commissions as sales and marketing expenses in the period they are incurred if the expected amortization period
is one year or less.

 The
Company expenses costs, other than sales commissions, to obtain a contract in the period for which they are incurred as these amounts
would have been incurred even if the contract had not been obtained.

 The
Company elected the practical expedient to account for shipping and handling activities that occur after the customer has obtained control
of a good as fulfillment activities rather than as a promised service.

 The
Company elected the practical expedient not to disclose the transaction price allocated to the remaining performance obligations because
the duration of the Company's contracts is typically one year or less in consideration of the customer's option to terminate
its' contract for convince without incurring a substantive termination penalty.

 Payments
under long-term contracts may be received before or after revenue is recognized. The U.S. Government customer typically withholds payment
of a small portion of the contract price until contract completion. Therefore, long-term contracts typically generate unbilled receivables
(contract assets) but may generate advances and progress billings (contract liabilities). Long-term contracts are typically negotiated
with a schedule of milestones, with criteria to be met, which are billed on completion. Long-term contract unbilled receivables and advances
and progress billings are not considered a significant financing component because they are intended to protect either the customer or
the Company in the event that some or all of the obligations under the contract are not completed. In addition, the Company does not
assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract
and when the customer pays is one year or less.

 NOTES

 April

 Disaggregation
of Revenue

 Total
revenue recognized over time using the POC method was approximately $ 65.8 million and $ 52.1 million of the $ 69.8 million and $ 55.3 million
reported for the years ended April 30, 2025 and 2024, respectively. The amounts by segment and product line were as follows:

 Year Ended April 30, 2025

 (In thousands)

 POC

 POT

 Total

 $
 49,585

 $
 3,684

 $
 53,269

 16,206

 2,454

 18,660

 Intersegment

 -

 ( 2,118
)

 ( 2,118
)

 $
 65,791

 $
 4,020

 $

 Year Ended April 30, 2024

 (In thousands)

 POC

 POT

 Total

 $
 35,225

 $
 5,036

 $
 40,261

 16,909

 1,229

 18,138

 Intersegment

 -

 ( 3,125
)

 ( 3,125
)

 $
 52,134

 $
 3,140

 $

 Years Ended

 (in

 2025

 2024

 Revenues by Product Line:

 Satellite revenue

 $
 40,897

 $
 23,223

 Government non-space revenue

 26,549

 28,981

 Other
 commercial & industrial revenue

 2,365

 3,070

 revenues

 $

 $

 NOTES

 April

 Research
and Development:

 The
Company engages in R&D activities to identify new applications for its core technologies, to improve existing products and to improve
manufacturing processes to achieve cost reductions and manufacturing efficiencies. R&D costs include basic research, applied research,
concept formulation studies, design, development, related test activities, and all associated direct labor, manufacturing overhead, direct
materials and contracted services. Such costs are expensed as incurred. The Company also, from time to time, engages in customer-funded
R&D activity. Any customer funds received in connection therewith would appear in revenues and the associated expenses are included
in cost of revenues and are included in R&D expenses. Additionally, some of our programs include engineering and development efforts
which are incorporated in costs to complete the program and are recognized in revenues and costs of goods sold.

Taxes:

 The
Company recognizes deferred tax liabilities and assets based on the expected future tax consequences of events that have been included
in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference
between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences
are expected to reverse. Valuation allowances are established and adjusted when necessary to increase or reduce deferred tax assets to
the amount expected to be realized.

 The
Company analyzes its tax positions under accounting standards which prescribe recognition thresholds that must be met before a tax benefit
is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure, and transition. Under these standards, the Company may only recognize or continue to recognize tax positions
that meet a "more likely than not" threshold. Interest and penalties recognized on income taxes are recorded as income tax
expense.

 Earnings
(Loss) per Share:

 Basic
earnings (loss) per share are computed by dividing net earnings (loss) by the weighted average number of shares of common stock outstanding.
Diluted earnings (loss) per share are computed by dividing net earnings (loss) by the sum of the weighted average number of shares of
common stock and the if-converted effect of unexercised stock options and stock appreciation rights ("SARs"). Diluted earnings
(loss) per share are not computed where the if-converted effect of such items would be anti-dilutive.

 Fair
Values of Financial Instruments:

 Cash
and cash equivalents, restricted cash, accounts receivable, accounts payable, short-term credit obligations, and cash surrender value
of life insurance are reflected in the accompanying consolidated balance sheets at amounts considered by management to reasonably approximate
fair value based upon the nature of the instrument and current market conditions. Management is not aware of any factors that would significantly
affect the value of these amounts. The Company also has an investment in a privately-held Russian company, Morion, Inc. ("Morion"),
see Note 9 for additional information.

 The
fair value accounting framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level
1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

 The
levels of the fair value hierarchy are described below:

 Level

 Inputs
 to the valuation methodology are unadjusted quoted prices for identical assets or liabilities.

 Level

 Inputs
 to the valuation methodology include:

 -Inputs
 other than quoted prices that are observable for the asset or liability; and

 -Inputs
 that are derived principally from or corroborated by observable market data by correlation or other means.

 Level

 Inputs
 to the valuation methodology are unobservable and significant to the fair value measurement.

 The
asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input
that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize
the use of unobservable inputs. The business account and U.S. securities are valued on a Level 1 basis. The fixed income corporate debt
securities are valued on a Level 2 basis. Level 2 securities are valued at the closing prices and are consistent with quoted prices of
similar assets reported in active markets. See Note 11 for additional information.

 NOTES

 April

 Equity-based
Compensation:

 The
cost of employee services received in exchange for awards of equity instruments are based on the grant-date fair value of the award.
We recognize the fair value of the award as compensation expense over the period during which an employee is required to provide service
in exchange for the award. For awards with performance conditions, we recognize the fair value of the award as compensation expense when
it is probable that the performance condition will be achieved. The Company has elected an accounting policy to account for award forfeitures
as they occur, with no adjustment for estimated forfeitures.

 Concentration
of Credit Risk:

 Financial
instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents
and trade receivables. The Company maintains cash accounts at several commercial banks at which the balances exceed FDIC limits. The
Company has not experienced any losses on such amounts. Concentration of credit risk with respect to trade receivables is generally diversified
due to the large number of entities comprising the Company's customer base and their dispersion across geographic areas, principally
within the U.S. The Company routinely addresses the financial strength of its customers and, as a consequence, believes that its receivable
credit risk exposure is limited. The Company does not require customers to post collateral.

 New
Accounting Pronouncements:

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued ASU No. 2023-07, Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which expands on the required disclosure of incremental
segment information. The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal
years beginning after December 15, 2024, with early adoption permitted. We adopted the new standard effective April 30, 2025. As a result,
we have enhanced our segment disclosures to include the presentation of significant segment expenses and the disclosure of our Chief
Operating Decision Maker ("CODM"). The adoption of this ASU has no material effect on its consolidated financial statements
and only affects our disclosure.

 In
December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"),
which requires companies to annually disclose categories in the effective tax rate reconciliation and additional information about income
taxes paid. The new guidance is effective for annual periods beginning after December 15, 2024, and interim periods within fiscal years
beginning after December 15, 2024, with early adoption permitted. The Company is in the process of evaluating the impact that the adoption
of ASU No. 2023-09 will have to the financial statements and related disclosures.

 2.
 Earnings per Share

 Reconciliations
of the weighted average shares outstanding for basic and diluted earnings per share for the fiscal years ended April 30, 2025 and 2024,
respectively, were as follows:

 For
 the Fiscal Years Ended

 2025

 2024

 Weighted average shares outstanding:

 Basic EPS
 Shares outstanding (weighted average)

 9,611,914

 9,431,264

 Effect
 of Dilutive Securities

 2,622

 **

 Diluted
 EPS Shares outstanding

 9,614,536

 9,431,264

 **
 Dilutive securities above exclude any such securities whose affect would be anti-dilutive. For the fiscal year ended April 30, 2024 all securities would be anti-dilutive because the current stock price is below the exercise price. There were no shares excluded for the fiscal year ended April 30, 2025. The anti-dilutive shares excluded in the above table for the fiscal year ended April 30, 2024 were 86,000.

 NOTES

 April

 3.
 Contract Assets and Liabilities

 Contract
assets primarily relate to the Company's rights to consideration for work completed but not billed at the reporting date on contracts
with customers. Contract assets are transferred to accounts receivable when the rights become unconditional. Contract liabilities primarily
relate to contracts where advance payments or deposits have been received, but performance obligations have not yet been satisfied, and
therefore, revenue has not been recognized. In fiscal year 2025, we recognized $ 18.3 million of our contract liabilities at April 30,
2024 as revenue. In fiscal year 2024, we recognized $ 15.8 million of our contract liabilities at April 30, 2023 as revenue. If contract
losses are anticipated, a loss provision is recorded for the full amount of such losses when they are determinable. The liability for
contract losses is presented as loss provision accrual within the consolidated balance sheets.

 4.

at April 30, 2025 and 2024, consisted of the following (in thousands):

 April
 30,

 2025

 April
 30,

 2024

 Raw materials
 and component parts

 $
 14,668

 $
 14,939

 Work in progress

 8,444

 8,035

 Finished
 goods

 $
 23,487

 $
 23,431

 Inventory
reserves included in inventory were $ 10.3 million and $ 9.1 million for the fiscal years ended April 30, 2025 and 2024, respectively.

 5.
 Property, Plant and Equipment, net

 Property,
plant and equipment, net, at April 30, 2025 and 2024, consisted of the following (in thousands):

 April
 30,

 2025

 April
 30,

 2024

 Buildings and
 building improvements

 $
 2,923

 $
 2,616

 Machinery,
 equipment and furniture

 63,347

 61,943

 66,270

 64,559

 Less
 accumulated depreciation

 ( 60,082
)

 ( 58,121
)

 $
 6,188

 $
 6,438

 Depreciation
and amortization expense were $ 2.1 million for both the fiscal years ended April 30, 2025 and 2024.

 6.
 Right-of-Use Assets and Lease Liabilities

 The
Company's leases primarily represent offices, warehouses, vehicles, manufacturing and R&D facilities which expire at various
times through 2030 and are operating leases. Contractual arrangements are evaluated at inception to determine if the agreement contains
a lease. The leases contain renewal options, early termination, rent abatement, and escalation clauses that are factored into our determination
of lease payments when appropriate. We include options to extend or terminate leases in the right-of-use ("ROU") operating
lease asset and liability when it is reasonably certain we will exercise these options. As of April 30, 2025, lease options were not
included in the calculation of the ROU operating lease asset and liability. ROU assets and lease liabilities are recorded based on the
present value of future lease payments which will factor in certain qualifying initial direct costs incurred as well as any lease incentives
that may have been received. Lease expenses for operating lease payments are recognized on a straight-line basis over the lease term.

 NOTES

 April

 The
Company elected the practical expedient for short-term leases which allows leases with terms of twelve months or less to be recorded
on a straight-line basis over the lease term without being recognized on the consolidated balance sheet. The Company has also elected
the practical expedient to account for lease and non-lease components as a single component.

 The
table below presents ROU assets and lease liabilities recorded on the consolidated balance sheets as follows:

 Classification

 April
 30,

 2025

 April
 30,

 2024

 (In thousands)

 Assets

 Right-of-use
 assets - operating leases

 Right-of-use
 assets leases

 $
 8,659

 $
 6,036

 Liabilities

 Operating
 lease liabilities, current portion

 Lease
 liability, current

 2,027

 1,640

 Operating
 lease liabilities, non-current portion

 Lease
 liability, non-current

 6,729

 4,545

 Total
 lease liabilities

 $
 8,756

 $
 6,185

 Total
operating lease expense was approximately $ 1.9 million, of which approximately $ 0.4 million was attributable to variable lease expenses,
for fiscal year ended April 30, 2025, the majority of which is included in cost of revenues and the remaining amount in selling and administrative
expenses on the consolidated statements of operations. Total operating lease expense was approximately $ 1.9 million, of which approximately
$ 0.4 million was attributable to variable lease expenses, for fiscal year ended April 30, 2024, the majority of which is included in
cost of revenues and the remaining amount in selling and administrative expenses on the consolidated statements of operations. In addition,
the Company made cash payments of $ 1.9 million and $ 1.8 million for operating leases during the fiscal years ended April 30, 2025 and
2024, respectively, which are included in cash flows from operating activities in our consolidated statements of cash flows. During the
year ended April 30, 2025, the Company recorded incremental ROU assets and lease liabilities of approximately $ 4.1 million arising from
the third amendment to the FEI-Zyfer lease, which commenced in fiscal year 2025. During the year ended April 30, 2024, the Company did
not record any incremental ROU assets and lease liabilities as there were no leases that commenced during the fiscal year ended April
30, 2024. There were no ROU assets or lease liabilities that were recorded for any leases that had not commenced as of April 30, 2025.

 NOTES

 April

 The
table below reconciles the undiscounted cash flows for each of the next five fiscal years and total of the remaining fiscal years to
the operating lease liabilities recorded on the consolidated balance sheet as of April 30, 2025:

 Fiscal Year
 Ending April 30,

 (in thousands)

 2026

 $
 2,098

 2027

 1,942

 2028

 2,265

 2029

 2,416

 2030

 1,549

 Thereafter

 -

 Total lease payments

 10,270

 Less
 imputed interest

 ( 1,514
)

 Present value of future
 lease payments

 8,756

 Less
 current obligations under leases

 ( 2,027
)

 Long-term
 lease obligations

 $
 6,729

 As
of April 30, 2025 and 2024, the weighted-average remaining lease term for all operating leases was 4.5 years and 4.9 years, respectively.
The Company does not generally have access to the rate implicit in the leases, therefore, we use a discount rate based on our incremental
borrowing rate, which is determined using our credit rating and information available as of the commencement date. The weighted average
discount rate for operating leases as of April 30, 2025 and 2024, was 6.85 % and 6.31 %, respectively.

 7.
 Debt Obligations

 As
of April 30, 2025 and 2024, the Company neither had any borrowings nor any borrowing capacity pursuant to a credit facility.

 8.
 Accrued Liabilities

 Accrued
liabilities at April 30, 2025 and 2024, respectively, consisted of the following (in thousands):

 2025

 2024

 Vacation and other compensation

 $

 1,575

 $

 1,519

 Incentive compensation

 1,347

 Payroll taxes

 Warranty reserve

 Commissions

 Deferred compensation payable

 Other

 1,040

 $

 5,899

 $

 4,765

 NOTES

 April

 9.
 Investment in Morion, Inc.

 The
Company has an investment in Morion, a privately-held Russian company, which manufactures high precision quartz resonators and crystal
oscillators. The Company has also licensed certain technology to Morion.

 The
Company's investment consists of 4.6 % of Morion's outstanding shares. However, due to the Russia-Ukraine conflict and resulting
sanctions the future status of FEI's investment in Morion became uncertain and accordingly, such investment was written off in
fiscal year 2022. The carrying value of this investment is $ 0 as of April 30, 2025 and 2024

the fiscal year ended April 30, 2025, the Company acquired no product from Morion. During the fiscal year ended April 30, 2024, the Company
acquired product from Morion in the aggregate amount of approximately $ 89,000. During the fiscal years ended April 30, 2025 and 2024,
the Company sold no product and no training devices to Morion, and the Company received no dividends from Morion.

 Prior
purchases of materials from Morion consisted mainly of quartz crystal blanks, which were used in the fabrication of quartz resonators.
However, on October 30, 2024, the U.S. Department of Treasury's Office of Foreign Assets Control designated Morion as a Specially
Designated National, resulting in the blocking of all Morion property and property interests. As a result, the Company has terminated
all commercial relationships with Morion, including the licensing of technology to Morion and the purchase of any products from Morion.
The Company has established alternate sources of supply with respect to items previously acquired from Morion. The Company is also capable
of fabricating the crystal blanks in-house.

 10.
 Restricted Cash

 As
of April 30, 2025 and 2024, restricted cash consisted of approximately $ 1.4 million and $ 0.9 million, respectively, related to a letter
of credit required for contractual restrictions during the period of performance for one of the Company's contracts. Restricted
cash is classified as current or non-current based on the remaining performance period of the contract.

 A
reconciliation of cash and cash equivalents and restricted cash from the condensed consolidated balance sheets to the condensed consolidated
statements of cash flows is shown below (in thousands):

 April
 30,

 2025

 April
 30,

 2024

 Cash
 and cash equivalents

 $
 4,720

 $
 18,320

 Restricted
 cash

 1,365

 Total
 cash and cash equivalents and restricted cash

 $
 6,085

 $
 19,265

 NOTES

 April

 11.
 Employee Benefit Plans

 Profit
Sharing Plan:

 The
Company provides its U.S.-based employees with a profit-sharing plan and trust under § 401(k) of the Internal Revenue Code. This
plan allows all eligible employees to defer a portion of their income through voluntary contributions to the plan. In accordance with
the provisions of the plan, the Company can make discretionary matching contributions in the form of cash or common stock. For the fiscal
years ended April 30, 2025 and 2024, the Company contributed 70,100 and 58,987 shares of common stock, respectively. The approximate
value of these shares at the date of contribution was $ 901,000 and $ 514,000 in fiscal years 2025 and 2024, respectively. Contributed
shares are drawn from the Company's common stock and during fiscal years 2025 and 2024, such transactions increased additional
paid in capital by $ 831,000 and $ 455,000, respectively. As of April 30, 2025, the plan held a total of 504,734 shares, which were allocated
to the accounts of the individual participants. As of April 30, 2024, the plan held a total of 495,395 shares, which were allocated to
the accounts of the individual participants.

Incentive Pool:

 The
Company maintains incentive bonus programs for certain employees that are based on operating profits of the individual subsidiaries to
which the employees are assigned. The Company also adopted a plan for the President and Chief Executive Officer of the Company for which
the formula is based on consolidated pre-tax profits, bookings, and revenue. The incentive bonus recorded for the fiscal year ended April
30, 2025 was $ 1.8 million. The incentive bonus recorded for the fiscal year ended April 30, 2024 was $ 489,000.

 Employee
Stock Plans:

 On
October 11, 2024 the Company adopted the 2025 Stock Award Plan ("2025 Plan"), which replaced the 2005 Stock Award Plan. The
2025 Plan incorporates all previous grants under the previous plan, without changes to the original terms of the grants, and, additionally,
adds an additional 700,000 shares for future grants which was approved by stockholder vote at the Company's annual meeting. The
2025 Plan is for key management employees, including officers and directors who are employees, certain consultants and independent members
of the Board of Directors. Under the 2025 Plan equity compensation, such as nonqualified stock options, incentive stock options, stock
appreciation rights ("SAR"), performance stock units ("PSU") and restricted stock units ("RSU"),
are granted at the discretion of the Compensation Committee of the Board of Directors at an exercise price not less than the fair market
value of the Company's common stock on the date of grant.

 Typically,
options and SARs vest over a four-year period from the date of grant. The options and SARs generally expire five or ten years after the
date of grant (the most recent SARs awards, beginning in fiscal year 2017, expire in five years), at the Compensation Committee's
discretion, and are subject to certain restrictions on transferability of the shares obtained on exercise. Under the 2025 Plan, instruments
granted which expire, are canceled, or are tendered in the exercise of such instruments, increased the shares available for future grants
under the 2025 Plan.

 NOTES

 April

 As
of April 30, 2025, eligible employees and directors had been granted total SARs representing approximately 2,385,000 shares of the Company's
common stock, of which no shares were outstanding and no shares were exercisable. There were no SARs granted during the fiscal year 2025.
When the SARs become exercisable, the Company will settle the SARs by issuing to exercising recipients the number of shares of stock
from common stock or treasury stock, if available, equal to the appreciated value of the Company's stock between the grant date
and exercise date. At the time of exercise, the quantity of shares under the SARs grant equal to the exercise value divided by the then
market value of the shares will be returned to the pool of available shares for future grant under the Plan. During the fiscal year ended
April 30, 2025, employees exercised 20,000 SARs and were granted 4,556 shares of the Company's common stock. There were 15,444
shares returned to the pool of available shares. Forfeitures are recorded as they occur.

 The
excess of the consideration received over the par value of the common stock or cost of treasury stock issued under both types of option
plans is recognized as an increase in additional paid-in capital.

 The
following table summarizes information about stock option and SARs activity for the years ended April 30, 2025 and 2024:

 Stock Options and Stock Appreciation Rights

 Weighted-
 Average

 Grant Date

 Weighted
 Average
 Remaining

 Aggregate

 Exercise
 Price

 Fair
 Value

 Contractual
 Term

 Intrinsic
 Value

 Outstanding – April 30, 2023

 243,625

 $
 10.77

 $
 2,624,779

 0.8 years

 $
 1,592,089

 Granted

 -

 -

 -

 Exercised

 -

 -

 -

 Expired or canceled

 ( 157,625
)

 9.56

 ( 1,506,139
)

 Outstanding – April 30, 2024

 86,000

 $
 13.01

 $
 1,118,640

 0.9 years

 $
 -

 Granted

 -

 -

 -

 Exercised

 ( 20,000
)

 12.24

 ( 244,800
)

 ( 127,200)

 Expired or canceled

 ( 66,000
)

 13.24

 ( 873,840
)

 Outstanding – April 30, 2025

 -

 $
 -

 $
 -

 0 years

 $
 -

 Available for future grants

 1,347,114

 As
of April 30, 2025 and 2024, respectively, there were no unrecognized compensation cost related to non-vested options and SARs under the
plans.

the fiscal year ended April 30, 2025 and 2024, there were no shares that vested.

 There
were no stock-based compensation costs, for options and SARs, included in the cost of revenues of programs on which the Company recognizes
revenue under the POC method for the fiscal years ended April 30, 2025 and 2024. There was no stock-based compensation expense included
in selling and administrative expenses related to options and SARs during the fiscal years ended April 30, 2025 and 2024, respectively.

 The
Company classifies cash flows resulting from the tax benefits from tax deductions recognized upon the exercise of stock options or SARs
(tax benefits) as operating cash flows. The Company did not recognize any tax benefits from the exercise of stock options and SARs for
the fiscal years presented.

 NOTES

 April

 Restricted
Stock Plan and Other Issuances:

 The
Company began issuing RSUs to eligible employees in fiscal year 2020. The fair value of these awards is equivalent to the market value
of the Company's common stock on the grant date and vests over a period of time. RSUs are not shares of the Company's common
stock and do not have any rights or privileges thereof, including voting or dividend rights. On the applicable vesting date, the holder
of an RSU becomes entitled to share of the Company's common stock. A portion of the RSUs awarded will vest annually until fiscal
year 2029, the remaining represent awards that cliff vest in fiscal year 2029.

the fiscal year ended April 30, 2025 and 2024, the Company issued 1,550 shares of common stock and 3,300 shares of common stock, respectively,
to select employees for milestone years of service to the Company. These shares were issued under the 2025 Stock Award Plan, are shares
of the Company's common stock, and are fully vested at time of issuance.

 In
fiscal year 2021 the Company elected to issue PSUs. The fair value of these awards is equivalent to the market value of the Company's
common stock on the grant date and requires an assessment of the probability that the specified performance criteria will be achieved,
which is updated at each reporting date. PSUs are not shares of the Company's common stock and do not have any rights or privileges
thereof, including voting or dividend rights. On the applicable vesting date, subject to the attainment of the specified performance
criteria, the holder of a PSU becomes entitled to a share of the Company's common stock. PSUs are subject to certain restrictions
and forfeiture provisions, in addition to performance vesting conditions, prior to vesting, and are evaluated as of each reporting date
to determine if performance criteria will be met. The PSUs awarded will vest, subject to specified performance criteria, annually until
fiscal year 2029.

 Stock-based
compensation costs, related to RSUs and PSUs, included in the cost of revenues of programs on which the Company recognizes revenue under
the POC method were approximately $ 357,000 and $ 487,000 for the fiscal years ended April 30, 2025 and 2024, respectively. Stock-based
compensation expense, for RSUs and PSUs, included in selling and administrative expenses was approximately $ 776,000 and $ 301,000 for
the fiscal years ended April 30, 2025 and 2024, respectively. Unrecognized stock compensation was $ 4.2 million and $ 2.9 million for the
fiscal years ended April 30, 2025 and 2024, respectively. The grant date fair value of vested RSUs and PSUs was approximately $ 918,000
and $ 521,000 for the fiscal years ended April 30, 2025 and 2024, respectively.

 The
following table summarizes activity for the RSUs and PSUs awards that reduce available capacity under the 2005 Stock Award Plan for the
fiscal years ended April 30, 2025 and 2024:

 Weighted-

 Average

 Grant
 Date

 Fair Value

 Balance – April 30, 2023

 293,396

 $

 6.64

 Granted

 309,232

 7.18

 Vested

 ( 75,497

)

 6.90

 Forfeited

 ( 52,562

)

 6.58

 Balance – April 30, 2024

 474,569

 $

 6.94

 Granted

 187,250

 13.13

 Vested

 ( 131,970

)

 6.95

 Forfeited

 -

 -

 Balance – April
 30, 2025

 529,849

 $

 9.12

 As
of April 30, 2025, performance conditions related to the majority of outstanding PSUs are anticipated to be achieved. The PSUs will continue
to vest, the same as RSUs, annually over a four year period.

Compensation Agreements:

 The
Company has a series of agreements with key employees providing for the payment of benefits upon retirement or death. Annual amounts
relating to these plans are recorded based on actuarial projections, which include various actuarial assumptions, including discount
rates, mortality rates, assumed rates of return compensation increases, and turnover rates. The actuarial assumptions used to determine
deferred compensation liabilities and expense are reviewed annually and modified based on current economic conditions and trends. The
discount rate used to measure obligations is based on a corporate bond rate yield curve that matches projected future benefit payments.

 NOTES

 April

 Under
these agreements, each key employee receives specified retirement payments for the remainder of the employee's life with a minimum
payment of ten years' benefits to either the employee or his or her beneficiaries. The agreements also provide for lump sum payments
upon termination of employment without cause and reduced benefits upon early retirement. The Company pays the benefits out of its working
capital but has also purchased whole life or term life insurance policies on the lives of certain of the participants to cover the optional
lump sum obligations of the agreements upon the death of the participant. Deferred compensation expense charged to selling and administrative
expenses during the fiscal year ended April 30, 2025 was approximately $ 504,000. Deferred compensation expense charged to selling and
administrative expenses during the fiscal year ended April 30, 2024 was approximately $ 219,000.

 Life
Insurance Policies and Assets Held in Trust:

 The
whole-life insurance policies on the lives of certain participants covered by deferred compensation agreements have been placed in a
Trust. Upon the death of any insured participant, cash received from life insurance policies in excess of the Company's deferred
compensation obligations to the estate or beneficiaries of the deceased, are also placed in the Trust. These assets belong to the Company
until a change of control event, as defined in the Trust agreement, should occur. At that time, the Company is required to add sufficient
cash to the Trust so as to match the deferred compensation liability described above. Such funds will be used to continue the deferred
compensation arrangements following a change of control. The Life Insurance Policies amounted to $ 7.0 million and $ 6.6 million at April
30, 2025 and 2024, respectively. The business account and U.S. securities within the Trust are valued on a Level 1 basis and amounted
to $ 3.5 million and $ 2.8 million at April 30, 2025 and 2024, respectively. The fixed income corporate debt securities within the Trust
are valued on a Level 2 basis and amounted to $ 0.4 million and $ 0.9 million at April 30, 2025 and 2024, respectively. Level 2 securities
are valued at the closing prices and are consistent with quoted prices of similar assets reported in active markets.

 12.
 Income Taxes

 The
benefit from income taxes consisted of the following (in thousands):

 Year Ended

 2025

 2024

 Current:

 Federal

 $

 $
 ( 127
)

 State

 ( 3
)

 Current
 provision (benefit)

 ( 130
)

 Deferred:

 Federal

 ( 9,634
)

 -

 State

 ( 2,419
)

 -

 tax benefit

 ( 12,053
)

 -

 Total
 benefit

 $
 ( 11,542
)

 $
 ( 130
)

 NOTES

 April

 The
following table reconciles the reported income tax provision with the amount computed using the federal statutory income tax rate (in
thousands):

 Year Ended

 2025

 2024

 Statutory rate

 $

 2,550

 $

 1,147

 State and local tax

 Valuation allowance on deferred tax assets

 ( 13,874

)

 ( 1,060

)

 Nondeductible expenses

 FDII

 ( 81

)

 -

 Uncertain tax positions

 -

 ( 127

)

 Nontaxable life insurance cash value increase

 ( 65

)

 ( 63

)

 Taxable life insurance gain

 -

 -

 Capital loss

 -

 ( 8

)

 Stock compensation

 ( 153

)

 Tax credits

 ( 319

)

 ( 16

)

 Change in tax rate

 ( 244

)

 Other items

 ( 1

)

 ( 36

)

 Total benefit

 $

 ( 11,542

)

 $

 ( 130

)

 The
components of deferred taxes are as follows (in thousands):

 Year Ended

 2025

 2024

 Deferred tax assets:

 Employee
 benefits

 $
 2,810

 $
 2,826

 Inventory

 2,876

 2,536

 Accounts
 receivable

 Tax
 credits

 1,945

 2,173

 Other
 assets

 costs

 1,511

 Lease
 liability

 2,128

 1,547

 Capital
 loss carry-forward

 Research
 & development

 2,247

 1,104

 Net
 operating loss carryforwards

 2,276

 6,320

 Total
 deferred tax asset

 16,432

 17,772

 tax liabilities:

 Property,
 plant and equipment

 ( 74
)

 ( 191
)

 Right
 of use asset

 ( 2,104
)

 ( 1,510
)

 Other
 liabilities

 ( 77
)

 ( 61
)

 state income tax

 ( 779
)

 ( 791
)

 Net
 deferred tax asset

 13,398

 15,219

 Valuation
 allowance

 ( 1,353
)

 ( 15,227
)

 Net
 deferred tax asset (liability)

 $
 12,045

 $
 ( 8
)

 In
assessing the potential for realization of deferred tax assets, the Company considers whether it is more-likely-than-not that some portion
or all of the deferred tax assets will be realized. A valuation allowance, if needed, reduces the deferred tax assets to the amounts
expected to be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in
those periods in which temporary differences become deductible and/or net operating loss carryforwards can be utilized. We assess
all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized.
This evidence includes, but is not limited to, prior earnings history, scheduled reversal of taxable temporary differences, tax planning
strategies and projected future taxable income. Significant weight is given to positive and negative evidence that is objectively verifiable.
Concluding that a valuation allowance is not needed is difficult when there is significant negative evidence such as cumulative losses
in recent years.

 NOTES

 April

 For
the fiscal year ended April 30, 2025, the valuation allowance decreased by approximately $ 13.9 million from the prior fiscal year primarily
due to releasing the majority of the valuation allowance recorded against the deferred tax asset. The change in estimate occurred in
the third quarter of fiscal year 2025 because Frequency no longer had cumulative losses in recent years due to significant earnings in
the third quarter of fiscal year 2025. The positive evidence that led to the release of the valuation allowance in the third quarter
included (i) objectively verifiable cumulative earnings as of January 31, 2025, (ii) utilization of net operating loss carryforwards
and a reduction of the net deferred tax asset, (iii) a backlog of $ 73 million, and (iv) sufficient projections of future taxable income
that supported the more-likely-than-not realization of the existing deferred tax asset and the remaining net operating loss carryforward.
The projections of future taxable income were considered objectively verifiable positive evidence because the Company demonstrated a
sustained return to profitability as of the third quarter of fiscal year 2025.

 The
Company maintains a valuation allowance of approximately $ 1.4 million against certain deferred tax assets including state tax credits
and capital loss carryforwards because the realization of these tax attributes requires sufficient taxable income be sourced to the respective
state jurisdiction and capital gain income is required to utilize capital losses. The Company will continue to evaluate the realizability
of its deferred tax assets quarterly. Any further increases or decreases in the valuation allowance could have an unfavorable or favorable
impact on the Company's income tax provision and net income in the period in which such determination is made. As of April 30,
2025, the deferred tax asset is recorded at its more-likely-than-not realizable amount.

 As
of April 30, 2025, the Company has U.S. federal net operating losses of $ 5 million of which $ 1.7 million begins to expire in fiscal year
2026 through fiscal year 2031. The U.S. federal net operating losses of $ 5 million includes $ 1.7 million which is subject to an annual
limitation under Internal Revenue Code Section 382. The remaining U.S. federal net operating losses of $ 3.3 million have an indefinite
carry-forward period. The U.S. federal capital loss carry-forward of $ 0.8 million expires in fiscal years 2028. U.S. federal R&D
credits of $ 0.7 million begin to expire in fiscal year 2038 through fiscal year 2045. The Company also has state net operating loss carryforwards,
and state tax credits that expire in various years and amounts.

 A
reconciliation of the beginning and ending amounts of unrecognized tax benefits, is as follows (in thousands):

 2025

 2024

 Balance at the beginning of the
 fiscal year

 $

 $

 Additions based on positions taken in the current
 year

 -

 -

 Additions based on positions taken in prior
 years

 -

 Decreases based on positions taken in prior
 years

 ( 12
)

 -

 Lapse in statute of limitations

 -

 ( 119
)

 Balance at the end of
 the fiscal year

 $

 $

 The
entire amount reflected in the above table at April 30, 2025, if recognized, would reduce our effective tax rate. As of April 30, 2025
and 2024, the Company had $ 0, in both periods, accrued for the payment of interest and penalties. For the fiscal years ended April 30,
2025 and 2024, the Company recognized interest of $( 0) and $( 8,325), respectively. Although it is difficult to predict or estimate the
change in the Company's unrecognized tax benefits over the next twelve months, the Company believes $ 0 will be recognized in the
next twelve months.

 The
Company is subject to taxation in the U.S. federal, and various state and local, jurisdictions. The Company is no longer subject to examination
of its U.S. federal income tax returns by the Internal Revenue Service for fiscal years 2021 and prior. Net operating losses and tax
attributes generated in closed years and utilized in open years are subject to adjustment by the tax authorities.

 NOTES

 April

 13.
 Segment Information

 The
Company operates under two reportable segments based on the geographic locations of its subsidiaries:

 (1)
 FEI-NY – operates out of New York and its operations consist principally of precision time and frequency control products used in three principal markets - communication satellites (both commercial and U.S. Government-funded); terrestrial cellular telephone or other ground-based telecommunication stations; and other components and systems for the U.S. military.

 The FEI-NY segment also includes the operations of the Company's wholly-owned subsidiary, FEI-Elcom. FEI-Elcom, in addition to its own product line, provides design and technical support for the FEI-NY segment's satellite business.

 (2)

 – operates out of California and its products incorporate Global Positioning System (GPS) technologies into systems and
 subsystems for secure communications, both government and commercial, and other locator applications. This segment also provides
 sales and support for the Company's wireline telecommunications family of products, including US5G, which are sold in the U.S.
 market.

 The
Company measures segment performance based on the operating income generated by the geographic location of its subsidiaries rather than
on the specific types of customers or end-users. Consequently, the Company determined that the segments indicated above most appropriately
reflect the way the Company's management views the business.

 The
accounting policies of the two segments are the same as those described in Note 1. Our Chief Executive Officer ("CEO") serves
as our CODM who evaluates the segment performance and allocates resources to them based on operating income which is defined as income
before investment income, interest expense, other expenses, and income taxes. Operating income by segment is used to monitor segment
results compared to prior periods, forecasted results, and the annual plan. All acquired assets, including intangible assets, are included
in the assets of both reporting segments.

 The
tables below present segment revenue, significant segment expenses which consist of segment cost of revenue and segment research and
development costs, and segment operating income for each reportable segment and on a consolidated basis as reported in the consolidated
statements of operations for the fiscal years ended April 30, 2025 and 2024 (in thousands):

 For
 the Fiscal Years Ended

 2025

 2024

 Revenues:

 $
 53,269

 $
 40,261

 18,660

 18,138

 Less
 intersegment revenues

 ( 2,118
)

 ( 3,125
)

 revenues

 $

 $

 Cost of revenues:

 $
 29,331

 $
 27,225

 12,598

 12,414

 Less
 intersegment cost of revenues

 ( 2,215
)

 ( 2,948
)

 cost of revenues

 $
 39,714

 $
 36,691

 Research and development expenses:

 $
 3,374

 $
 2,678

 2,702

 research and development expenses

 $
 6,076

 $
 3,380

 Operating income:

 $
 11,514

 $
 2,410

 3,295

 Less intersegment

 ( 179
)

 Corporate

 ( 623
)

 ( 507
)

 operating income

 $
 11,732

 $
 5,019

 Other
segment items included in the determination of operating income includes SG&A of $ 9.1 million and $ 8.0 million for the fiscal years
ended April 30, 2025 and 2024, respectively, for the FEI-NY segment, and $ 2.6 million and $ 1.7 million for the fiscal years ended April
30, 2025 and 2024, respectively, for the FEI-Zyfer segment.

 NOTES

 April

 The
tables below present the identifiable assets of each reportable segment and on a consolidated basis as reported in the consolidated balance
sheets as of April 30, 2025 and 2024 and the depreciation and amortization charges related to these identifiable assets for the fiscal
years ended then ended (in thousands):

 April
 30, 2025

 April
 30, 2024

 Identifiable assets:

 $

 39,125

 $

 36,512

 23,865

 15,696

 less intersegment balances

 ( 140

)

 ( 237

)

 Corporate

 30,887

 31,282

 identifiable assets

 $

 93,737

 $

 83,253

 For
 the Fiscal Years Ended

 2025

 2024

 Depreciation and amortization:

 $
 1,932

 $
 1,944

 Corporate

 -

 -

 depreciation and amortization expense

 $
 2,055

 $
 2,124

 Major
Customers

 The
Company's products are sold to both commercial and governmental customers. For the fiscal years ended April 30, 2025 and 2024,
approximately 94 % and 98 %, respectively, of the Company's sales were made under contracts to the U.S. Government or subcontracts
for U.S. Government end-use.

 In
the fiscal year ended April 30, 2025, revenues from one customer of the FEI-NY segment, which accounted for more than 10% of that segment's
revenues, was $ 26.9 million. In the fiscal year ended April 30, 2024, revenues from four customers of the FEI-NY segment, which each
accounted for more than 10% of that segment's revenues, were $ 7.5 million, $ 10.9 million, $ 4.7 million, and $ 4.5 million. In the
FEI-Zyfer segment, two customers, which each accounted for more than 10% of that segment's revenues, were $ 2.9 million and $ 3.4
million in the fiscal year ended April 30, 2025. In the FEI-Zyfer segment, two customers, which each accounted for more than 10% of that
segment's revenues, were $ 4.2 million and $ 5.2 million in the fiscal year ended April 30, 2024.

 The
loss by the Company of any one of these customers would have a material adverse effect on the Company's business. The Company believes
its relationship with these customers is mutually satisfactory. Sales to the major customers referenced above can include commercial
and governmental end users.

 NOTES

 April

 Foreign
Sales

in each of the Company's segments include sales to foreign governments or to companies located in foreign countries. For the fiscal
years ended April 30, 2025 and 2024, revenues, based on the location of the procurement entity were derived from the following locations
(in thousands):

 For
 the Fiscal Years Ended

 2025

 2024

 Domestic

 $
 65,362

 $
 53,185

 Foreign

 4,449

 2,089

 $

 $

the fiscal year ended April 30, 2025, material foreign sales to one Asian country amounted to approximately $ 3.5 million. During the
fiscal year ended April 30, 2024, there were no material foreign sales to one specific foreign country.

 14.
 Product Warranties

 The
Company generally provides its customers with a one-year warranty regarding the manufactured quality and functionality of its products.
The Company establishes warranty reserves based on its product history, current information on repair costs and annual sales levels.
 As of April 30, 2025 and 2024, respectively, changes in the carrying amount of accrued product warranty costs, reported in accrued expenses
on the consolidated balance sheets, were as follows (in thousands):

 2025

 2024

 Balance at beginning of year

 $

 $

 Warranty costs incurred

 ( 253
)

 ( 390
)

 Product warranty accrual

 Balance at end of year

 $

 $

 15.
 Contingencies

 In
the normal course of its business, the Company may be involved in various claims, negotiations and legal actions. As of April 30, 2025,
the Company was not a party to any litigation in which an unfavorable outcome or material claim is probable or in which losses associated
with the litigation can be reasonably estimated.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures.

 We
maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) designed to provide reasonable assurance the information required to be disclosed
by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer
and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

 In
connection with the filing of this Annual Report on Form 10-K, the Company's management, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's disclosure
controls and procedures as of the end of the period covered by this report. Based on their evaluation, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that, as of April 30, 2025, the Company's disclosure controls and
procedures were effective at a reasonable assurance level.

 There
are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human
error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures
can only provide reasonable assurance of achieving their control objectives.

 Remediation
of Previously Reported Material Weakness

 In
the course of preparing the Company's consolidated financial statements as of April 30, 2024 and for the year then ended, management
identified a material weakness in internal control over the calculation of loss provision accruals in contracts with customers. The Company's
controls over loss provision accruals were not sufficiently designed to capture previously recognized contract losses when calculating
the required balance of loss provision accruals as of the end of the reporting period. In response, the Company implemented the
following remediation steps to address the underlying causes of the material weaknesses including improving controls over the calculation
of loss accruals:

 The
 Company has updated its method of calculating loss provision accruals by considering previously
 recognized contract losses.

 The
 Company has implemented enhanced review, reconciliation, and monitoring controls over loss
 provision accruals and its underlying calculations.

 As
of April 30, 2025, the Company's management believes the identified material weakness has been remediated.

 Management's
Annual Report on Internal Control Over Financial Reporting

 The
Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control system is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with U.S. GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 Management
assessed the effectiveness of the Company's internal control over financial reporting as of April 30, 2024. In making this assessment,
management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, the Company's management concluded that the Company's
internal control over financial reporting was effective as of April 30, 2025.

 Financial
Reporting

 This
Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding our internal control
over financial reporting. Management's report on internal control over financial reporting is not subject to attestation by our
registered public accounting firm.

 Changes
in Internal Control over Financial Reporting.

 Except
as described above, there has been no changes in the Company's internal control over financial reporting (as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended April 30, 2025 that has materially affected,
or is reasonably likely to materially affect, the Company's internal control over financial reporting.]

 Item
9B. Other Information

the three months ended April 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 The
information required pursuant to this item with respect to Directors of the Company, compliance with Section 16(a) of the Exchange Act,
the Company's code of ethics and certain corporate governance matters is incorporated herein by reference from the Company's
definitive proxy statement to be filed no later than 120 days after April 30, 2025, for the annual meeting of stockholders to be held
on or about October 8, 2025 (the "2025 Proxy Statement"). See "Election of Directors," "Delinquent
Section 16(a) Reports," "Corporate Governance Matters – Code of Ethics," and "Certain Information as to
Committees and Meetings of the Board" from the Company's 2025 Proxy Statement. The information required to be furnished
pursuant to this item with respect to Executive Officers is set forth, pursuant to General Instruction G(3) of Form 10-K, under Part
I of this Annual Report on Form 10-K.

 We
have adopted an insider trading policy governing the purchase, sale, and other disposition of our securities by our directors, officers,
and employees, and by the Company. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules,
and regulations and listing standards applicable to the Company. A copy of our insider trading policy is filed as Exhibit 19 to this
Form 10-K.

 Item
11. Executive Compensation

 The
information required pursuant to this item is incorporated herein by reference from the Company's 2025 Proxy Statement under "Election
of Directors" and "Executive Compensation."

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
information required pursuant to this item is incorporated herein by reference from the Company's 2025 Proxy Statement under "Executive
Compensation" and "Stock Ownership of Certain Beneficial Owners and Management."

 EQUITY
COMPENSATION PLAN INFORMATION

 Plan
 Category

 Number
 of

 securities

 to be

 issued upon

 exercise of

 outstanding

 options,

 warrants

 and rights

 and vesting

 of RSU's

 and PSU's

 Weighted-

 average

 exercise

 price of

 outstanding options,

 warrants

 and rights

 Number
 of

 securities

 remaining

 available

 for future

 issuance

 under equity

 compensation

 plans

 (excluding

 securities

 reflected in

 column (a))

 (a)

 (b)

 (c)

 Equity Compensation Plans

 Approved
 by Security Holders (1)

 529,849

 $
 -

 1,347,114

 (1)
 The
 Company's equity compensation plans are described in Note 11 to the Consolidated Financial
 Statements.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 The
information required pursuant to this item is incorporated herein by reference from the Company's 2025 Proxy Statement under "Election
of Directors."

 Item
14. Principal Accountant Fees and Services

 The
information required pursuant to this item is incorporated herein by reference from the Company's 2025 Proxy Statement under "Appointment
of Independent Registered Public Accounting Firm" and "Report of the Audit Committee."

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules

 (a)

 to Financial Statements and Exhibits

 The
financial statements and exhibits are listed below and are filed as part of this report.

 (1)
 FINANCIAL
 STATEMENTS

 Included
in Part II of this report:

 Page(s)

 Report of Independent Registered Public Accounting Firm ( GRANT THORNTON LLP.; Melville, NY; PCAOB ID# 248)

 24-25

 Consolidated Balance Sheets
 - April 30, 2025 and 2024

 Consolidated Statements of Operations and Comprehensive Income
 - Years ended April 30, 2025 and 2024

 Consolidated Statements of Cash Flows
 - Years ended April 30, 2025 and 2024

 28-29

 Consolidated Statements of Changes in Stockholders' Equity
 - Years ended April 30, 2025 and 2024

 Notes to Consolidated Financial Statements

 31-49

 (2)
 EXHIBITS

 Exhibit
 No. in

 this
 Form 10-K

 Description
 of Exhibit

 NOTE

 2.1

 Stock Purchase
 Agreement, dated as of February 21, 2012, by and among the Registrant, Elcom Technologies Inc. and the stockholders of Elcom Technologies
 Inc. identified on the signature pages thereto

 (11)

 3.1

 Copy of
 Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware

 (1)

 3.2

 Amendment
 to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on March 27, 1981

 (2)

 3.3

 Amendment
 to Certificate of Incorporation of the Registrant filed with Secretary of State of Delaware on October 26, 1984

 (5)

 3.4

 Amendment
 to Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 22, 1986

 (7)

 3.5

 Amended
 and Restated Certificate of Incorporation of the Registrant filed with the Secretary of State of Delaware on October 26, 1987

 (9)

 3.6

 Amended
 Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on November 2, 1989

 (9)

 3.7

 Amended and
 Restated By-Laws of the Registrant, as amended

 (13)

 4.1

 Specimen
 of Common Stock certificate

 (1)

 4.2

 Description of
 Capital Stock

 (24)

 Exhibit
 No. in

 this
 Form 10-K

 Description
 of Exhibit

 NOTE

 10.1

 Settlement Agreement
 dated as of September 13, 2016, by and among Registrant, Privet Fund LP, Privet Fund Management LLC, Ryan J. Levenson and General
 Lance W. Lord

 (14)

 10.2*

 Frequency Electronics,
 Inc. 2005 Stock Plan

 (16)

 10.3

 Lease Agreement
 between Registrant and Reckson Operating Partnership, L.P. dated January 6, 1998

 (15)

 10.4

 First Amendment
 to Lease Amendment between Registrant and RA 55 CLB LLC (as successor-in-interest to Reckson Operating Partnership, L.P.) dated July
 25, 2018

 (17)

 10.5*

 Registrant's
 Cash or Deferral Profit Sharing Plan and Trust under Internal Revenue Code Section 401, dated April 1, 1985

 (6)

 10.6

 Amendment
 dated Jan. 1, 1988 to Registrant's Cash or Deferred Profit Sharing Plan and Trust under Section 401 of Internal Revenue Code

 (8)

 10.7*

 Form of
 Deferred Compensation Agreement

 (18)

 10.8*

 Form of
 Stock Appreciation Rights Agreement

 (19)

 10.11*

 Electronics, Inc. Stock Award Plan.

 (25)

 Frequency Electronics, Inc. Insider Trading Policy

 Filed

 List of Subsidiaries of Registrant

 Filed

 23.1

 Consent of
 GRANT THORNTON LLP

 Filed

 31.1

 Certification of
 the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 Filed

 31.2

 Certification of
 the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 Filed

 Certifications of
 the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 Filed

 Electronics, Inc. Clawback Policy

 (26)

 The following
 materials from the Frequency Electronics, Inc. Annual Report on Form 10-K for the fiscal year ended April 30, 2025 formatted in Inline
 Income (loss), (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Stockholders' Equity
 and (v) Notes to Consolidated Financial Statements

 Cover

 *
 Denoted
 compensatory plans or arrangements or management contracts

 NOTES:

 (1)

 Filed with the SEC as an exhibit,
 numbered as indicated above, to the registration statement of Registrant on Form S-1, File No. 2-29609, which exhibit is incorporated

 (2)

 Filed with the SEC as Exhibit 3.2 to the
 registration statement of Registrant on Form S-1, File No. 2-71727, which exhibit is incorporated herein by reference.

 (3)

 (4)

 (5)

 Filed with the SEC as Exhibit 3.3 to the
 annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1985, which exhibit is incorporated

 (6)

 Filed with the SEC as Exhibit 10.16 to the
 annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1986, which exhibit is incorporated

 (7)

 Filed with the SEC as Exhibit 3.4 to the
 annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1987, which exhibit is incorporated

 (8)

 Filed with the SEC as Exhibit 10.24 to the
 annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1988, which exhibit is incorporated

 (9)

 Filed with the SEC as an exhibit, numbered
 as indicated above, to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1990, which
 exhibit is incorporated herein by reference.

 (10)

 (11)

 Filed with the SEC as Exhibit 2.1 to the
 current report of Registrant on Form 8-K, File No. 1-8061, on February 27, 2012, which exhibit is incorporated herein by reference.

 (12)

 (13)

 Filed with the SEC as Exhibit 3.1 to a current
 report of the Registrant on Form 8-K, File No. 1-8061, on June 25, 2020, which exhibit is incorporated herein by reference.

 (14)

 Filed with the SEC as Exhibit 10.1 to a
 current report of the Registrant on Form 8-K, File No. 1-8061, on September 16, 2016, which exhibit is incorporated herein by reference.

 (15)

 Filed with the SEC as Exhibit 10.13 to the
 annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 1998, which exhibit is incorporated

 (16)

 Filed with the SEC as Exhibit 10.1 to a
 current report of the Registrant on Form 8-K, File No. 1-8061, on October 4, 2005, which exhibit is incorporated herein by reference.

 (17)

 Filed with the SEC as Exhibit 10.13 to the
 annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 2018, which exhibit is incorporated

 (18)

 Filed with the SEC as Exhibit 10.17 to Amendment
 No. 1 on Form 10-K/A to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 2018,
 which exhibit is incorporated herein by reference.

 (19)

 Filed with the SEC as Exhibit 10.18 to Amendment
 No. 1 on Form 10-K/A to the annual report of Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 2018,
 which exhibit is incorporated herein by reference.

 (20)

 (21)

 Filed with the SEC as Exhibit 10.11 to the
 annual report of the Registrant on Form 10-K, File No. 1-8061, for the year ended April 30, 2019, which exhibit is incorporated herein
 by reference.

 (22)

 (23)

 Filed with the SEC as Exhibit 10.11 to the
 annual report of the Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 2020, which exhibit is incorporated

 (24)

 Filed with the SEC as Exhibit 4.2 to the
 annual report of the Registrant on Form 10-K, File No. 1-8061, for the fiscal year ended April 30, 2021, which exhibit is incorporated

 (25)

 Filed with the SEC as Exhibit 10.1 to a
 current report of the Registrant on Form 8-K, File No. 1-8061, on October 9, 2024, which exhibit is incorporated herein by reference.

 (26)

 Filed with the SEC as Exhibit 97 to the
 annual report of the Registrant on Form 10-K, File No. 1-8061, for the year ended April 30, 2024, which exhibit is incorporated herein
 by reference.

 Item
16. Form 10-K Summary.

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 ELECTRONICS, INC.

 By:

 /s/
 Thomas McClelland

 Thomas
 McClelland

 President
 and Chief Executive Officer

 (Principal
 Executive Officer)

 By:

 /s/
 Steven L. Bernstein

 Steven
 L. Bernstein

 Chief
 Financial Officer,

 Secretary and Treasurer

 (Principal
 Financial and Accounting Officer)

 Dated:

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

 Signature

 Title

 Date

 /s/
 Jonathan Brolin

 Lead Independent Director

 Jonathan Brolin

 /s/
 Richard Schwartz

 Director

 Richard Schwartz

 /s/
 Russell M. Sarachek

 Chairman of the Board

 Russell M. Sarachek

 /s/
 GEN Lance W. Lord, USAF, ret

 Director

 Lance W. Lord

 /s/
 Thomas McClelland

 Director, President and Chief Executive Officer

 Thomas McClelland

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