We have audited the accompanying standalone financial
statements of FROG CELLSAT LIMITED ("the company"),
which comprise the standalone Balance sheet as at March
31st, 2025, the standalone statement of profit and loss, the
standalone cash flow statement for the year then ended,
notes to the standalone financial statements, a summary
of the significant accounting policies and other explanatory
information (hereinafter referred to as "Standalone
Financial Statements").
In our opinion and to the best of our information and
according to the explanations given to us the aforesaid
financial statements give the information required by
the Companies Act, 2013 ("the Act") in the manner so
required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the
state of affairs of the company as at March 31st, 2025, its
profit 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). Our
responsibilities under those standards are further described
in the Auditor's Responsibility for the Audit of Financial
Statements section of our report. We are independent of
the company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India ("ICAI")
together with the ethical requirements that are relevant to
our audit of the financial statements under the provisions
of the Act and the Rules made thereunder, and we have
fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI's code of Ethics. We
believe that the audit evidence obtained by us is sufficient
and appropriate to provide a basis for our audit opinion on
the standalone financial statements.
Key Audit Matters
Key Audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
Standalone financial statements of the current period.
These matters were addressed in the context of our audit
of the standalone financial statements as a whole, and
in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined
the following matters to be the key audit matters to be
communicated in our report:
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S. No.
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Key Audit Matter
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How our audit addressed the key audit matter
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1
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Incentive schemes:
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We
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have examined the design and implementation of the
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As described in the accounting policy as per
note 2 of the standalone financial statements,
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controls relating to recognition and measurement of incentive
income. In this connection, we have:
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Production Linked Incentives are recognized as
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a.
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Reviewed Government schemes and policy relating to the
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income when, on the basis of the judgment of
the management and based on the supporting
data with respect to the eligibility conditions, the
Company fulfils the eligibility conditions as per
the approval letter. The management applies
its judgement for the recognition of incentive
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b.
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production linked incentives applicable on the company.
Examined approval letter for the scheme from the
respective government departments and subsequent
departmental orders and regulations issued from time to
time.
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income based on its assessment for likelihood
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c.
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Checked the eligibility criteria including investment made
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of recoverability.
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by the Company.
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d.
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Performed substantive procedures for calculation of
eligible amount of incentives and the claims made by the
management.
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e.
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Reviewed management assessment of recoverability and
amount already recovered of last year.
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2
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Provision for inventory
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a.
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We evaluated the management's judgements in making
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With reference to the note 17 of the financial
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their estimates with regard to such matters.
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statements, there is litigation pending for the
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b.
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We assessed the adequacy of disclosures relating to the
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inventory filed by the Company. Also, provision
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provision and ongoing litigations as included in Note 17 by
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created on the inventory involves significant
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the management in this regard in the standalone financial
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management judgement and estimates.
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statements.
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c.
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We obtained details of the legal matters on the ongoing
litigation from the external consultant to corroborate
management's assessment.
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3 Revenue recognition for service income
Revenue from services provided is recognized
based on contractual terms and rateably over the
period in which services are rendered. Revenue
from the end of the last billing to the Balance
Sheet date is recognized as unbilled revenues.
Revenue from fixed-price and fixed-timeframe
contracts, where there is no uncertainty as to
measurement or collectability of consideration,
is recognized based upon the percentage-of-
completion method.
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a.
b.
c.
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We tested the effectiveness of controls relating to the
identification of distinct performance obligations.
We selected a sample of contracts with customers and
performed the following procedures:
• Obtained and read contract documents and other
documents forming part of the contract
• Identified significant terms and conditions in the
contract to assess management's conclusions.
We evaluated management's ability to reasonably estimate
the value of the performance obligation by comparing
actual costs incurred with prior year estimates.
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4 Research and development Expenditure
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a.
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We obtained andreviewed the project plans, feasibility
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(Capitalization of development phase
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studies and progress reports.
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expenditure)
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b.
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The development of intangible assets was completed
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The expenditure incurred during the research
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before 31st March 2025, and the cost of intangible assets
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phase should be recognised as expenses when
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was capitalized in the books of accounts in FY 2024-25.
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it is incurred.
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c.
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We reviewed market studies and analysis reports that
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The expenditure incurred in the development
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demonstrate demand for the outputs of intangible assets.
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phase should recognised as intangible asset if
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d.
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We analysed the financial models and projections that
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enterprise can demonstrate all of the following:
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predict future cash flows from the intangible asset, and
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• The Technical feasibility of completing
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the future cash flows from the intangible assets are more
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intangible asset so that it is available for use
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than the cost of the intangible assets capitalized.
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and sale.
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• Its intention to complete the intangible
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asset and use or sell it.
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• Its ability to use and sell the intangible asset.
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• How the intangible asset will generate
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probable future economic benefits.
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Among other things, the enterprise should
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demonstrate the existence of a market for
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the output of the intangible asset or the
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intangible asset itself or, if it is to be used
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internally, the usefulness of the intangible
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asset
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• The availability of adequate technical,
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financial, and other resources to complete
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the development and to use or sell the
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intangible asset; and
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• Its ability to measure the expenditure
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attributable to the intangible asset during
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its development reliably
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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 information
comprises the information included in the Company's annual report, but does not include the standalone financial
statements and our auditors' report thereon. The annual report is expected to be made available to us after the date of this
auditors' report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information
identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
When we read the annual report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and take necessary actions, as applicable under the relevant
laws and regulations. We have nothing to report in this
regard.
Management's and Board ofDirectors' Responsibilities
for the Standalone Financial Statements
The company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act, 2013
("the Act") with respect to the preparation and presentation
of these standalone financial statements that give a true
and fair view of the financial position, financial performance
and cash flows of the company in accordance with the
accounting principles generally accepted in India, including
the Accounting Standards specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.This responsibility also includes maintenance
of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the
company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgements and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the standalone financial statements,
management is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The board of directors are also responsible for overseeing
the Company's financial reporting process.
Auditor's responsibility for the Audit of Standalone
Financial Statements
Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due to
fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.
• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances.
• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.
• Conclude on the appropriateness of management's
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our auditor's report
to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause
the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where 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 Government
of India in terms of sub-section (11) of section 143 of
the Act, we give in the "Annexure A", a statement on the
matters specified in paragraph 3 and 4 of the Order, to
the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.
b) In our opinion proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books;
c) The balance sheet, the statement of profit and
loss, and the cash flow statement dealt with by this
report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014;
e) On the basis of the written representations
received from the directors as on March, 31, 2025
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31st,
2025, from being appointed as a director in terms
of Section 164(2) of the Act;
f) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in "Annexure B".
g) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of
pending litigations as at March 31st, 2025 on
its financial position in its standalone financial
statements. Refer to note 46 to the standalone
financial statements.
ii. The Company did not have any long-term
contracts, including derivative contracts, for
which there were any material foreseeable
losses.
iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company.
iv. (i) The management has represented that
to the best of its knowledge and belief, no
funds have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or kind
of funds) by the company to or in any other
person(s) or entities, including foreign entities
("Intermediaries"), with the understanding
that the intermediary shall whether directly
or indirectly lend or invest in other persons
or entities identified in any manner by or on
behalf of the company (Ultimate Beneficiaries)
or provide any guarantee, security or the like
on behalf of ultimate beneficiaries;
(ii) The management has represented that to
the best of its knowledge and belief no funds
have been received by the company from any
person(s) or entities including foreign entities
("Funding Parties") with the understanding
that such company shall whether, directly or
indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the funding party (ultimate
beneficiaries) or provide guarantee, security or
the like on behalf of the Ultimate beneficiaries;
and
(iii) Based on the audit procedures
performed, nothing has come to our notice
that has caused us to believe that the above
representations given by the management
contain any material misstatement.
v. No dividend declared or paid during the year
by the Company as per section 123 of the
Companies Act 2013.
vi. Based on our examination, which included
test checks, the company has used accounting
software for maintaining its books of account
for the financial year ended March 31st, 2025
which has a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software. Furthermore, based
on written representations received from the
management and our audit procedures, we
did not find any instances of tampering with
the audit trail features during the year.
For Singhi Chugh & Kumar
Chartered Accountants
FRN: 013613N
Harsh Kumar
Partner
M. No. 088123
Place: New Delhi
Date: 20-05-2025
UDIN: 25088123BMJAKB1292
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