We have audited the accompanying standalone financialstatements of FROG CELLSAT LIMITED ("the company"),
which comprise the standalone Balance sheet as at March31st, 2025, the standalone statement of profit and loss, thestandalone cash flow statement for the year then ended,notes to the standalone financial statements, a summaryof the significant accounting policies and other explanatoryinformation (hereinafter referred to as "StandaloneFinancial Statements").
In our opinion and to the best of our information andaccording to the explanations given to us the aforesaidfinancial statements give the information required bythe Companies Act, 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity withthe accounting principles generally accepted in India, of thestate of affairs of the company as at March 31st, 2025, itsprofit and its cash flows for the year ended on that date.
Basis of Opinion
We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act (SAs). Ourresponsibilities under those standards are further describedin the Auditor's Responsibility for the Audit of FinancialStatements section of our report. We are independent ofthe company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India ("ICAI")together with the ethical requirements that are relevant toour audit of the financial statements under the provisionsof the Act and the Rules made thereunder, and we havefulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's code of Ethics. Webelieve that the audit evidence obtained by us is sufficientand appropriate to provide a basis for our audit opinion onthe standalone financial statements.
Key Audit Matters
Key Audit matters are those matters that, in our professionaljudgement, were of most significance in our audit of theStandalone financial statements of the current period.These matters were addressed in the context of our auditof the standalone financial statements as a whole, andin forming our opinion thereon, and we do not provide aseparate opinion on these matters. We have determinedthe following matters to be the key audit matters to becommunicated in our report:
S. No.
Key Audit Matter
How our audit addressed the key audit matter
1
Incentive schemes:
We
have examined the design and implementation of the
As described in the accounting policy as pernote 2 of the standalone financial statements,
controls relating to recognition and measurement of incentiveincome. In this connection, we have:
Production Linked Incentives are recognized as
a.
Reviewed Government schemes and policy relating to the
income when, on the basis of the judgment ofthe management and based on the supportingdata with respect to the eligibility conditions, theCompany fulfils the eligibility conditions as perthe approval letter. The management appliesits judgement for the recognition of incentive
b.
production linked incentives applicable on the company.
Examined approval letter for the scheme from therespective government departments and subsequentdepartmental orders and regulations issued from time totime.
income based on its assessment for likelihood
c.
Checked the eligibility criteria including investment made
of recoverability.
by the Company.
d.
Performed substantive procedures for calculation ofeligible amount of incentives and the claims made by themanagement.
e.
Reviewed management assessment of recoverability andamount already recovered of last year.
2
Provision for inventory
We evaluated the management's judgements in making
With reference to the note 17 of the financial
their estimates with regard to such matters.
statements, there is litigation pending for the
We assessed the adequacy of disclosures relating to the
inventory filed by the Company. Also, provision
provision and ongoing litigations as included in Note 17 by
created on the inventory involves significant
the management in this regard in the standalone financial
management judgement and estimates.
statements.
We obtained details of the legal matters on the ongoinglitigation from the external consultant to corroboratemanagement's assessment.
3 Revenue recognition for service income
Revenue from services provided is recognizedbased on contractual terms and rateably over theperiod in which services are rendered. Revenuefrom the end of the last billing to the BalanceSheet date is recognized as unbilled revenues.Revenue from fixed-price and fixed-timeframecontracts, where there is no uncertainty as tomeasurement or collectability of consideration,is recognized based upon the percentage-of-completion method.
We tested the effectiveness of controls relating to theidentification of distinct performance obligations.
We selected a sample of contracts with customers andperformed the following procedures:
• Obtained and read contract documents and otherdocuments forming part of the contract
• Identified significant terms and conditions in thecontract to assess management's conclusions.
We evaluated management's ability to reasonably estimatethe value of the performance obligation by comparingactual costs incurred with prior year estimates.
4 Research and development Expenditure
We obtained andreviewed the project plans, feasibility
(Capitalization of development phase
studies and progress reports.
expenditure)
The development of intangible assets was completed
The expenditure incurred during the research
before 31st March 2025, and the cost of intangible assets
phase should be recognised as expenses when
was capitalized in the books of accounts in FY 2024-25.
it is incurred.
We reviewed market studies and analysis reports that
The expenditure incurred in the development
demonstrate demand for the outputs of intangible assets.
phase should recognised as intangible asset if
We analysed the financial models and projections that
enterprise can demonstrate all of the following:
predict future cash flows from the intangible asset, and
• The Technical feasibility of completing
the future cash flows from the intangible assets are more
intangible asset so that it is available for use
than the cost of the intangible assets capitalized.
and sale.
• Its intention to complete the intangible
asset and use or sell it.
• Its ability to use and sell the intangible asset.
• How the intangible asset will generate
probable future economic benefits.
Among other things, the enterprise should
demonstrate the existence of a market for
the output of the intangible asset or the
intangible asset itself or, if it is to be used
internally, the usefulness of the intangible
asset
• The availability of adequate technical,
financial, and other resources to complete
the development and to use or sell the
intangible asset; and
• Its ability to measure the expenditure
attributable to the intangible asset during
its development reliably
Information other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's management and Board of Directors are responsible for the other information. The other informationcomprises the information included in the Company's annual report, but does not include the standalone financialstatements and our auditors' report thereon. The annual report is expected to be made available to us after the date of thisauditors' report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any formof assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other informationidentified above when it becomes available and, in doing so, consider whether the other information is materially inconsistentwith the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.
When we read the annual report, if we conclude that thereis a material misstatement therein, we are required tocommunicate the matter to those charged with governanceand take necessary actions, as applicable under the relevantlaws and regulations. We have nothing to report in thisregard.
Management's and Board ofDirectors' Responsibilitiesfor the Standalone Financial Statements
The company's Board of Directors is responsible for thematters stated in Section 134(5) of the Companies Act, 2013("the Act") with respect to the preparation and presentationof these standalone financial statements that give a trueand fair view of the financial position, financial performanceand cash flows of the company in accordance with theaccounting principles generally accepted in India, includingthe Accounting Standards specified under Section 133of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.This responsibility also includes maintenanceof adequate accounting records in accordance with theprovisions of the Act for safeguarding of the assets of thecompany and for preventing and detecting frauds andother irregularities; selection and application of appropriateaccounting policies; making judgements and estimates thatare reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to thepreparation and presentation of the standalone financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the standalone financial statements,management is responsible for assessing the Company'sability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using thegoing concern basis of accounting unless managementeither intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The board of directors are also responsible for overseeingthe Company's financial reporting process.
Auditor's responsibility for the Audit of StandaloneFinancial Statements
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgement and maintain professionalscepticism throughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone financial statements, whether due tofraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.
• Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management'suse of the going concern basis of accounting and,based on the audit evidence obtained, whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, weare required to draw attention in our auditor's reportto the related disclosures in the standalone financialstatements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may causethe Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
Report on other legal and regulatory requirements
1. As required by the Companies (Auditor's Report) Order,2020 ("the Order") issued by the Central Governmentof India in terms of sub-section (11) of section 143 ofthe Act, we give in the "Annexure A", a statement on thematters specified in paragraph 3 and 4 of the Order, tothe extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit.
b) In our opinion proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books;
c) The balance sheet, the statement of profit andloss, and the cash flow statement dealt with by thisreport are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financialstatements comply with the Accounting Standardsspecified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014;
e) On the basis of the written representationsreceived from the directors as on March, 31, 2025taken on record by the Board of Directors, noneof the directors is disqualified as on March 31st,2025, from being appointed as a director in termsof Section 164(2) of the Act;
f) With respect to the adequacy of the internalfinancial controls with reference to standalonefinancial statements of the Company and theoperating effectiveness of such controls, refer toour separate Report in "Annexure B".
g) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, inour opinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impact ofpending litigations as at March 31st, 2025 onits financial position in its standalone financialstatements. Refer to note 46 to the standalonefinancial statements.
ii. The Company did not have any long-termcontracts, including derivative contracts, forwhich there were any material foreseeablelosses.
iii. There were no amounts which were requiredto be transferred to the Investor Educationand Protection Fund by the Company.
iv. (i) The management has represented thatto the best of its knowledge and belief, nofunds have been advanced or loaned orinvested (either from borrowed funds orshare premium or any other sources or kindof funds) by the company to or in any other
person(s) or entities, including foreign entities("Intermediaries"), with the understandingthat the intermediary shall whether directlyor indirectly lend or invest in other personsor entities identified in any manner by or onbehalf of the company (Ultimate Beneficiaries)or provide any guarantee, security or the likeon behalf of ultimate beneficiaries;
(ii) The management has represented that tothe best of its knowledge and belief no fundshave been received by the company from anyperson(s) or entities including foreign entities("Funding Parties") with the understandingthat such company shall whether, directly orindirectly, lend or invest in other persons orentities identified in any manner whatsoeverby or on behalf of the funding party (ultimatebeneficiaries) or provide guarantee, security orthe like on behalf of the Ultimate beneficiaries;and
(iii) Based on the audit proceduresperformed, nothing has come to our noticethat has caused us to believe that the aboverepresentations given by the managementcontain any material misstatement.
v. No dividend declared or paid during the yearby the Company as per section 123 of theCompanies Act 2013.
vi. Based on our examination, which includedtest checks, the company has used accountingsoftware for maintaining its books of accountfor the financial year ended March 31st, 2025which has a feature of recording audit trail(edit log) facility and the same has operatedthroughout the year for all relevant transactionsrecorded in the software. Furthermore, basedon written representations received from themanagement and our audit procedures, wedid not find any instances of tampering withthe audit trail features during the year.
For Singhi Chugh & KumarChartered AccountantsFRN: 013613N
Harsh KumarPartnerM. No. 088123
Place: New DelhiDate: 20-05-2025UDIN: 25088123BMJAKB1292