Notes to Accounts of Frog Innovations Ltd.

Mar 31, 2025

q) Provisions, Contingent Liabilities and
Contingent Assets

Provisions: A provision is recognized when an
enterprise has a present obligation as a result of
past event and it is probable that an outflow of
resources will be required to settle the obligation,
in respect of which a reliable estimate can be made.
Provisions are not discounted to their present
values and are determined based on management
estimates of the obligation required to settle at the
Balance Sheet date. These are reviewed at each
Balance Sheet date and adjusted to reflect the
current management estimates.

Provision for warranties: The estimated liability
for product warranties is recognised when
products are sold. These estimates are established
using historical information based on the nature,
frequency and average cost of warranty claims
and management estimates regarding possible
future incidence based on corrective actions on
product failures. The timing of outflows will vary as
and when warranty claim will arise. The company
accounts for the provision for warranties on the
basis of information available to the management
duly taking into account the current and past
technical estimates.

Contingent Liabilities: Contingent liabilities are
disclosed in respect of possible obligations that
have arisen from past events and the existence of
which will be confirmed only by the occurrence or
non-occurrence of future events not wholly within
the control of the Company.

When there is an obligation in respect of which the
likelihood of outflow of resources is remote, no
provision or disclosure is made.

Contingent assets: Contingent assets are not
disclosed in the financial statement unless an
inflow of economic benefit is probable.

r) Cash and Cash Equivalents

Cash and Cash Equivalents in the balance sheet
comprise cash at banks, cash in hand, term
deposits, and fixed deposits kept as security/
margin money for more than 3 months but less
than 12 months. For the purpose of the statement
of cash flows, cash and cash equivalents consist of
cash in hand, bank balances in current accounts
and bank deposits, as defined above, as they are
considered an integral part of the Company''s cash
management. The deposits maintained by the
Company with banks comprise of deposits, which
can be withdrawn by the Company at any point
without prior notice or penalty on the principal.

s) Government Grants and Production Linked
Incentives

Government grants: Government grants are
recognised where there is reasonable assurance
that the grant will be received and all attached
conditions will be complied with. Where the grant
relates to an asset the cost of the asset is shown
at gross value and grant thereon is treated as
capital grant. The capital grant will be recognised
as income in the statement of profit and loss over
the period and in proportion in which depreciation
is charged. Revenue grants are recognised in the
statement of profit and loss in the same period
as the related cost, which they are intended to
compensate are accounted for.''

Production Linked Incentive: Production Linked
Incentives are recognised as income when, on
the basis of the judgment of the management
and based on the supporting data, as per which
the management of the company feels that the
company fulfils the eligibility conditions as per the
approval letter. Accordingly, as per the judgment
of management the incentive income has been
recognised as same is fully recoverable.

t) Impairment of Assets

amount. The recoverable amount is the higher of
the asset''s net selling price or value in use, which
means the present value of future cash flows
expected to arise from the continuing use of the
asset and its eventual disposal. An impairment loss
for an asset is reversed if, and only if, the reversal
can be related objectively to an event occurring
after the impairment loss was recognized. The
carrying amount of an asset is increased to its
revised recoverable amount, provided that this
amount does not exceed the carrying amount
that would have been determined (net of any
accumulated amortization or depreciation) had no
impairment loss been recognized for the asset in
prior years.

u) Research and Development Expenditure

Research and development expenditure that
do not meet the criteria for the recognition of
intangible assets are recognised as an expense as
incurred. Development costs previously recognised
as an expense are not recognised as an asset in a
subsequent period.

v) Subsequent Expenditure

Subsequent expenditure is recognised only if it
is probable that the future economic benefits
associated with the expenditure will flow to the
Company and the cost of the item can be measured
reliably.

w) Cash Flow Statement

Cash flows are reported using the indirect method as
per Accounting Standard 3, Cash Flow Statements,
whereby profit for the period is adjusted for the
effects of transactions of a non-cash nature, any
deferrals or accruals of past or future operating
cash receipts or payments and item of income or
expenses associated with investing or financing
cash flows. The cash flows from the operating,
investing and financing activities of the company
are segregated. The company considers all highly
liquid investments that are readily convertible to
known amounts of cash to be cash equivalents

x) Investment in subsidiary

The company has invested in three subsidiaries
which are carried in the books of accounts at cost.
On disposal of investments in subsidiaries, the
difference between net disposal proceeds and the
carrying amounts are recognized in the Statement
of Profit and Loss.

*The Board of Directors of company approved the Employee Stock Purchase Scheme 2023 (ESPS) during the Board Meeting
held on May 28th, 2023, and same scheme was subsequently approved by members during the Annual General Meeting
held on August 8th, 2023. The aggregate no. of shares under this Scheme shall not exceed 3,13,780 Equity Shares of Face
Value of ''10.00 each fully paid up. The In-principle approval from NSE was received on November 22nd, 2023. The company
allotted 93,300 shares to its employees and employees of its subsidiary during the year ended March 31st, 2025 which were
approved by the Board of Directors in their respective meetings.

D. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 10 per share. Each holder of equity shares
is entitled to one vote per share. The distribution will be in proportion to the number of equity shares held by the
shareholders.

In the event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets
of the Company, after distribution of all the preferential amounts.

No dividend is declared by the company during the year.

*The above borrowing was sanctioned on 17th January 2024 by ICICI Bank and is secured by hypothecation and a charge
to the bank, creating an exclusive charge over stocks and receivables, both present and future, as well as movable fixed
assets, including plant and machinery, furniture and fixtures, both present and future, as a continuing security. Additionally,
it is secured by immovable property of subsidiary company (Frog Tele Private limited). The sanctioned limit of cash credit is
'' 2800.00 lakhs, and the rate of interest is the sum of the repo rate plus a spread per annum. The borrowing was renewed
on August 4th, 2024 with a sanctioned limit of '' 2,000 Lakhs and the rate of interest being the sum of repo rate plus spread
per annum.

**The above Bill Discounting facilities was availed on 5th March 2025 from ICICI Bank which is valid up to 23rd January 2026
unless the validity of the offer is expressly extended . The Sanctioned limit of Factoring of Receivables is '' 1200.00 lakhs,
and the rate of interest is the sum of the repo rate plus a spread per annum. In this factoring agreement, the Bank does not
assume the risk related to the Company''s performance or any underlying transaction disputes with the Debtor. Recourse
to the Company is triggered if: 1) a dispute arises between the Company and Debtor; 2) the Company''s representations or
warranties are found to be untrue; or 3) the Company breaches any obligation under the factoring agreement. This ensures
the Company remains liable for issues affecting the validity or collectability of the receivables due to their actions.

***The above borrowing was sanctioned on 19th July 2024 by HSBC bank which consists of Working capital Loan, Overdraft,
Import controlling unit Line(Fund or Non Fund Based), Import/Buyer Facility, Corporate Credit Card, Export Controlling
unit, Export/Seller Facility, Guarantee/Bonds Facility and Standby Documentary Credits Facility and is secured by Pari Passu
charge on Current assets and Movable fixed assets, in addition Mr Konark Trivedi, Managing Director providing personal
guarantee for '' 2,000 Lakhs for all facilities excluding all capital markets products and corporate credit card. The Sanctioned
limit of cash credit is '' 2025.00 lakhs, the rate of interest wil be charged at mutually agreed.

****This facility is a component of the total Cash Credit facility received from the HSBC Bank on July 19th, 2024 as above.

32. Government Grant/Production Linked Incentives

(i) During the financial year 2022-23, the Company had got the approval under Production Linked Incentive (PLI)
Scheme to promote Telecom and Networking products manufacturing in India vide approval letter PLI/GSCV/
OUT/17203/M4 dated 31-Oct-2022 wherein the Company is eligible for the incentives as a certain percentage
of its Sales of eligible products subject to the fulfilment of the eligibility conditions as mentioned in the approval
letter. This is valid for Financial Year 2022-23 to Financial year 2026-27. Against the amount of '' 276.27 lakhs
receivable on 31st March 2024, the company has received amount of '' 247.31 Lakhs lakhs during the year 2024Â¬
25. The remaining sum of ''28.96 lakhs, related to Design Led Incentive (DLI), has been reversed in the books due
to uncertainty in receiving the amount, as the patent was not registered within the stipulated deadline, one of the
conditions for availing the DLI.

(ii) As per the management, on the basis of the figures pertaining to the Sales Turnover and Investment made by
the Company, the Company has also fulfilled the eligibility conditions for Financial Year 2024-25 and is eligible to
claim the incentive for the same. Accordingly it has recognized amount of '' 599.15 lakhs, the incentive income
based on the calculation of eligible amount of incentives as per the approval letter. The Company is regular in
filing the quarterly returns to the concerned authority and filing of claim application before the Department of
Telecommunication is under process.

33. Leases

Operating lease: Company as lessee

The Company has entered into operating leases for office premises, rentals for which are charged to the statement of

profit and loss for the year. These leases have an average life of between one to five years with renewal option included

in the contracts at the option of the lessee. There are no restrictions imposed by lease arrangements to the company .

There is no contingent rent recognised in the P&L.

Lease rentals recognised in the statement of profit and loss during the period ended 31st March, 2025 is NIL (March 31,

2024: '' 48.23lakhs).

Notes :

(i) The amount represents the Bank Guarantees exercised by the Company for ongoing projects and consists of
Performance Bank Guarantees and Advance Bank Guarantees. It includes advance bank guarantees amounting to
'' 329.72 lakhs in Japanese Yen (Â¥ 581.00 lakhs) and '' 265.83 lakhs in US Dollar ($ 3.11 lakhs) which were restated in INR
as at March 31st, 2025.

(ii) The company had received a notice in the month of May 2024 from the GST Department amounting to '' 118.66 lakhs
for claiming extra Input tax credit in the month of April 2024. The company has filed an appropriate response for the
same in the month of May 2024.

(iii) No amount was required to be transferred to Investor Education and Protection Fund by the company during the year.
The Company did not have any long-term contracts including derivative contracts for which material foreseeable losses
may occur in future.

42. Other Statutory Compliance

(i) No proceedings have been initiated or pending against the company for holding any benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(ii) There are no transactions with the companies whose names are struck off under section 248 of the Companies Act,
2013 or section 560 of the Companies Act, 1956 during the year ended 31 March 2025.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory
period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company have not any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such
as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

(vi) The company is not declared as a wilful defaulter by any bank or financial institution or any other lender.

(vii) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with
Companies (Restriction on number of Layers) Rules, 2017.

(viii) The Company has utilised the borrowed funds for the purposes for which the fund is obtained.

(ix) 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;

(x) 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.

43. Previous year Figures

Previous year figures have been regrouped / reclassified, where necessary, to conform to this yea

44. Legal Proceedings

The company has initiated legal proceedings against various parties for recovery of dues and su
are pending at different stages as at the Balance sheet and are expected to materialize in recov
future. Based on the review of these accounts by the management, adequate provision has bee
recovery. Management is hopeful for their recovery. In the opinion of the Management adequa
General Reserve / Retained earnings to meet the eventuality of such accounts being irrecoverable

45. Subsequent Event

Based on the evaluation, the Company is not aware of any subsequent events or transactions
recognition or disclosure in the financial statements.

b Defined Benefits Plan
Gratuity

The Company provides gratuity benefit to employees in India as per the Payment of Gratuity Act, 1972. Employee:
who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable or
death/retirement/termination is the employee''s last drawn basic salary per month computed proportionately for 1!
days multiplied for the number of years of completed service. The gratuity plan is a unfunded plan. The Compan
has provided a provision of '' 194.49 lakhs at the end of the year (Previous year '' 167.37 lakhs) towards gratuity.

Leave Encashment

All employees will be entitled for 15 days of AL in a leave calendar year from the time they join the organization. I
not availed, the balance number of annual leaves at the end of the year will be carried forward and added to th
next year''s AL balance. The maximum number of annual leave days that can be accumulated in a particular year wi
be 30. A separate actuarial valuation is carried out for which recognizes each period of service as giving rise to ar
additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation
The Company has provided a provision of '' 14.96 lakhs (Previous year '' 12.48 lakhs) towards leave salary.

*The Amount is recoverable from Mr.Umesh Singh and Mr. Tarun Tularam Sharma as the TDS amount deducted and

deposited is more than the Employee Benefit expense payable in March. The increase in TDS amount deducted is due

to share allottment to the employees under the ESPS Scheme -2023 of the company in the month of January 2025.

Note:

1. As the future liability for gratuity and leave encashment is provided on an actuarial basis for the company as a
whole, the amount pertaining to individual is not ascertainable and therefore, not included above.

2. The independent directors are paid remuneration by way of sitting fee based on the number of meetings attended
by them and their membership of audit committee during the year.

3. Service income availed from related parties are made on the terms equivalent to those that prevail in arm length
transactions and in the ordinary course of business.

4. All the loans taken or provided, if any, are for the general purpose only.

Note:

(1) Total Debt - Long term Debt Short term Debt

(2) Earning for Debt Service = Net Profit before taxes Non-cash operating expenses like depreciation and other
amortizations Interest other adjustments like loss on sale of Fixed assets etc.

(3) Debt service = Interest & Lease Payments Principal Repayments

(4) Revenue includes Credit sales only

(5) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability

(6) Net Sales includes sale of goods only

49.1 Reasons for variations more than 25% as compared to previous year

1 The ratio decreased due to increase in current liabilities as compared to FY 2023-24. Current Assets of the company
increased as compared to FY 2023-24. Increase in Current Liabilities was higher as compared to increase in Current
Assets.

2 The increase is due to rise in short term borrowings for the current financial year.

3 The return on equity ratio increased due increase in Net Profit and share capital for the year.

4 The ratio increased due to increase in sales and average inventory during the year.

5 The Trade Receivables Turnover Ratio has decreased due increase in Trade Receivables.

6 The ratio increased due to increase in the revenue and working capital for the year.

7 The Net Profit and capital employed have increased for the year ended March 31st, 2025. The percentage of
increase in Net profit is higher than percentage of increase in Capital Employed leading to rise in ROCE.

For Singhi Chugh and Kumar For and on behalf of the Board of Directors of

Chartered Accountants Frog Cellsat Limited

Firm Registration No. 013613N

Harsh Kumar Konark Trivedi Satish Bhanu Trivedi

Partner Director Director

Membership No.: 088123 DIN: 00537897 DIN: 02037127

Place: New Delhi Place: London Place: Noida

Date: 20-05-2025 Date: 20-05-2025 Date: 20-05-2025

Charan Jeet Kalra Rajat Sharma

CFO Company Secretary

Place: Noida Place: Noida

Date: 20-05-2025 Date: 20-05-2025

Mar 31, 2024

q) Provisions, Contingent Liabilities and Contingent Assets

Provisions: A provision is recognized when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to their present values and are determined based on management estimates of the obligation required to settle at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current management estimates.

Provision for warranties: The estimated liability for product warranties is recognised when products are sold. These estimates are established using historical information based on the nature, frequency and average cost of warranty claims and management estimates regarding possible future incidence based on corrective actions on product failures. The timing of outflows will vary as and when warranty claim will arise. The company accounts for the provision for warranties on the basis of information available to the management duly taking into account the current and past technical estimates.

Contingent Liabilities: Contingent liabilities are disclosed in respect of possible obligations that have arisen from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of future events not wholly within the control of the Company.

When there is an obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Contingent assets: Contingent assets are not disclosed in the financial statement unless an inflow of economic benefit is probable.

r) Cash and Cash Equivalents

management. The deposits maintained by the Company with banks comprise of deposits, which can be withdrawn by the Company at any point without prior notice or penalty on the principal.

s) Government Grants and Production Linked Incentives

Government grants: Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Where the grant relates to an asset the cost of the asset is shown at gross value and grant thereon is treated as capital grant. The capital grant will be recognised as income in the statement of profit and loss over the period and in proportion in which depreciation is charged. Revenue grants are recognised in the statement of profit and loss in the same period as the related cost, which they are intended to compensate are accounted for.''

Production Linked Incentive: Production Linked Incentives are recognised as income when, on the basis of the judgment of the management and based on the supporting data, as per which the mangement of the company feels that the company fulfils the eligibility conditions as per the approval letter. Accordingly, as per the judgment of management the incentive income has been recognised as same is fully recoverable.

t) Impairment of Assets

The Management periodically assesses, using external and internal sources, whether there is an indication that an asset may be impaired. An impairment loss is recognized wherever the carrying value of an asset exceeds its recoverable amount. The recoverable amount is the higher of the asset''s net selling price or value in use, which means the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. An impairment loss for an asset is reversed if, and only if, the reversal can be related objectively to an event occurring after the impairment loss was recognized. The carrying amount of an asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.

u) Research and Development Expenditure

Research and development expenditure that do not meet the criteria for the recognition of

intangible assets are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

v) Subsequent Expenditure

Subsequent expenditure is recognised only if it is probable that the future economic benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably.

w) Cash Flow Statement

Cash flows are reported using the indirect method as per Accounting Standard 3, Cash Flow Statements, whereby profit for the period is adjusted for the

effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from the operating, investing and financing activities of the company are segregated. The company considers all highly liquid investments that are readily convertible to known amounts of cash to be cash equivalents.

x) Investment in subsidiary

The company has invested in three subsidiaries which are carried in the books of accounts at cost. On disposal of investments in subsidiaries, the difference between net disposal proceeds and the carrying amounts are recognized in the Statement of Profit and Loss.

A. During last year, the Company has came up with an Initial Public Offering (IPO) of 40,75,200 equity shares of '' 10/-each issued at a premium of '' 102 per equity share. The Equity Shares of the Company got listed and admitted to the dealings on the NSE Emerge platform w.e.f. 13-10-2022. The purpose of IPO has been to finance the costs towards setting up a manufacturing facility at Sector 80, Noida. The funds received have mainly been utilized towards the IPO expenses and the cost of the project. The amount deposited with NSE has been refunded by NSE during the year, and such amount has been utilized for the project. Details of the funds received from IPO and its utilization as on the balance sheet date is as given below -

33. Government Grant/ Production Linked Incentives

During the financial year 2022-23, the Company has got the approval under Production Linked Incentive (PLI) Scheme to promote Telecom and Networking products manufacturing in India vide approval letter PLI/GSCV/OUT/17203/M4 dated 31-Oct-2022 wherein the Company is eligible for the incentives as a certain percentage of its Sales of eligible products subject to the fulfilment of the eligibility conditions as mentioned in the approval letter. This is valid for Financial Year 2022-23 to Financial year 2026-27. Against the amount of '' 214.87 lakhs receivable on 31st March 2023, the company has received amount of '' 211.61 lakhs during the year 2023-24.

As per the management, on the basis of the figures pertaining to the Sales Turnover and Investment made by the Company, the Company has also fulfilled the eligibility conditions for Financial Year 2023-24 and is eligible to claim the incentive for the same. Accordingly it has recognized amount of '' 276.27 lakhs,the incentive income based on the calculation of eligible amount of incentives as per the approval letter. The Company is regular in filing the quarterly returns to the concerned authority and filing of claim application before the Department of Telecommunication is under process.

34. Leases

Operating lease: Company as lessee

The Company entered into operating leases for office premises, rentals for which are charged to the statement of profit and loss for the year. These leases are not non cancellable and have an average life of between one to five years with renewal option included in the contracts at the option of the lessee. There are no restrictions placed upon the Company by entering into these leases. There is no contingent rent recognised in the P&L.

Lease rentals recognised in the statement of profit and loss during the period ended 31st March, 2024 is '' 48.23 lakhs (March 31, 2023: '' 171.34 lakhs).

Future minimum rentals payable under non-cancellable operating leases are as follows:

39. Corporate Social Responsibility (CSR)

The Company has constituted Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act. The average net profits of the Company for the last three financial years 2020-2021,20212022 and 2022-2023 was '' 1653.05 lakhs calculated in accordance with the provisions of Section 198 read with other applicable provisions of the Companies Act 2013. Further, as per the requirement under Section 135 of the Companies Act 2013, at least 2% of the average net profits amounting to '' 33.06 lakhs were to be contributed for carrying out Corporate Social Responsibility activities. The CSR expenditure that the company overspent in previous years amounting to '' 2.94 lakhs has been carried forward to next financial year. During the year 2023-24, the company has spent a sum of '' 36.00 lakhs towards education development and the CSR committee is in the process of identifying the activities to discharge its CSR obligation.

Purpose to Section 135 of the companies Act, 2013, the details are as follows:-

1. Gross amount required to be spent during the year 2023-24''33.06 lakhs (previous year 2022-23''20.92 lakhs)

2. Amount spent during the year on:

40. Segment Reporting

As the Company collectively operates only in one business segment i.e. ''manufacturing and installation of in-building coverage solutions and mobile network accessories for mobile service providers and operators. There is no other Business or Geographical segment which fulfils the criteria of 10% or more of combined Revenue, thus Segment Reporting under Accounting Standard 17 ''Segment Reporting'' is not applicable to the Company.

A. Pursuant to the sanction of the scheme of merger or amalgamation, Shiva Profiles Private Limited (SPPL, the transferor company) is merged with the Frog Cellsat Limited (the transferee company) vide order dated 10th March 2023 by the Regional Director and the appointed date of 1st April 2021. SPPL was a wholly owned subsidiary of Frog Cellsat Limited and was engaged in manufacturing and trading of tele equipment and apart from that providing cellular services and other applications. The effect of the merger of SPPL with Frog Cellsat Limited has been accounted for under the pooling of interest method referred to in Accounting Standard 14, Accounting for Amalgamation.

44. Other Statutory Compliance

(i) No proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(ii) There are no transactions with the companies whose names are struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 during the year ended 31 March 2024.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

(vi) The company is not declared as a wilful defaulter by any bank or financial institution or any other lender.

(vii) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

(viii) The Company has utilised the borrowed funds for the purposes for which the fund is obtained.

(ix) 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;

(x) 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.

45. Previous year Figures

Previous year figures have been regrouped / reclassified, where necessary, to conform to this year''s classification.

46. Legal Proceedings

The company has initiated legal proceedings against various parties for recovery of dues and such legal proceedings are pending at different stages as at the Balance sheet and are expected to materialize in recovering the dues in the future. Based on the review of these accounts by the management, adequate provision has been made for doubtful recovery. Management is hopeful for their recovery. In the opinion of the Management adequate balance is lying in General Reserve / Retained earnings to meet the eventuality of such accounts being irrecoverable.

47. Subsequent Event

Based on the evaluation, the Company is not aware of any subsequent events or transactions, that would require recognition or disclosure in the financial statements.

48. Employee Benefits

The company has made provisions for the employees benefits in accordance with the Accounting Standard (AS) - 15 "Employee Benefits". During the year , the company has recognised the following amounts in its financial statements:

b Defined Benefits Plan Gratuity

The Company provides gratuity benefit to employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on death/retirement/termination is the employee''s last drawn basic salary per month computed proportionately for 15 days multiplied for the number of years of completed service. The gratuity plan is a unfunded plan. The Company has provided a provision of '' 167.37 lakhs at the end of the year (Previous year '' 137.98 lakhs) towards gratuity.

Leave Encashment

All employees will be entitled for 15 days of AL in a leave calendar year from the time they join the organization. If not availed, the balance number of annual leaves at the end of the year will be carried forward and added to the next year''s AL balance. The maximum number of annual leave days that can be accumulated in a particular year will be 30. A separate actuarial valuation is carried out for which recognizes each period of service as giving rise to an additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The Company has provided a provision of '' 12.48 lakhs (Previous year '' 3.01 lakhs) towards leave salary.

51.1 Reasons for variations more than 25% as compared to previous year

1 The decrease in current assets was due to a decrease in cash and cash equivalents, while the increase in current liabilities was a result of short-term borrowing (Cash Credit) taken during the year, leading to variance.

2 There was no debt at the end of the last financial year, and the company borrowed cash credit (short-term loan) for the current financial year.

3 Though the Average shareholder''s Equity is increased for the FY 2023-24, reduction in the profit for the year as compared to previous year resulted in the variance.

4 Change in the trade payable turnover ratio is due to the better payable management by the company during the current financial year.

For Singhi Chugh and Kumar For and on behalf of the Board of Directors of

Chartered Accountants Frog Cellsat Limited

Firm Registration No. 013613N

Sd Sd Sd

Harsh Kumar Konark Trivedi Satish Bhanu Trivedi

Partner Director Director

Membership No.: 088123 DIN: 00537897 DIN: 02037127

Place: New Delhi Place: London Place: Noida

Date: 09-05-2024 Date: 09-05-2024 Date: 09-05-2024

Sd Sd

Charan Jeet Kalra Manisha Makhija

CFO Company Secretary

Place: Noida Place: Noida

Date: 09-05-2024 Date: 09-05-2024

Mar 31, 2023

The authorized share capital of the company increased by '' 10 lakhs (1 lakhs equity shares of '' 10 each) due to the merger of Shiva Profiles Private Limited (transferor company) with Frog Cellsat Limited (transferee company) with effect from April 1,2021, pursuant to section 233 and rule 25(5) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 vide order dated 06^th March 2023. (Refer note 43).

* The Company has issued bonus shares to the existing equity shareholders amounting to '' 1125 lakhs by issuing 1,12,50,000 equity shares of '' 10 each in the ratio of 225:1 i.e. (two hundred twenty five bonus equity shares for every one share held) as on 3rd August, 2022.

** During the year ended on 31 March 2023, the company issued 40,75,200 fresh equity shares of '' 10 each at an issue price of '' 102 per share through Initial Public Offer (IPO). The equity shares of the company were allotted as on 10^th October, 2022 and the same were listed on SME w.e.f 13^th October,2022.

D. Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of '' 10 per share. Each holder of equity shares is entitled to one vote per share. The distribution will be in proportion to the number of equity shares held by the shareholders.

In the event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all the preferential amounts.

No dividend is declared by the company during the year.

As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

*The above borrowing from ICICI bank is secured by hypothecation and charge to the bank by way of exclusive charge over stocks and receivables both present and future and movable fixed assets including Plant & Machinery, Furniture & Fixtures both present and future as a continuing security and personal property of directors and fixed deposits along with personal guarantees of two directors of the Company. The Company has filed monthly returns or statements with such banks, where applicable, which are in agreement with the books of account.

* As per the Schedule III, capital advances should be included under Long-term loans and advances and hence, cannot be included under capital work-in-progress.

**The company has incurred this expenditure on a capital project of construction of a multi level office and factory building on the leasehold land located at C-23, Sector 80, Noida. In order to assess the project''s completion, management''s assessment of its progress, and their intention to put the asset to its intended use, a certificate has been obtained from third-party management experts.

*Pursuant to the sanction of the scheme of merger or amalgamation, Shiva Profiles Private Limited (the transferor company) merged with the Frog Cellsat Limited (the transferee company) vide order dated 06^th March 2023

**During the financial year 2022-23, the company sold one of its subsidiaries "Frog Profiles Private Limited on 21^st June, 2022.

***The company has acquired 100% shares of the Frog Services Private Limited, making it the wholly owned subsidiary with effect from 30-06-2022.

13.1 Deferred tax assets have been reviewed at each reporting date and includes the effect of change in the tax rates applicable as per Income Tax Act, 1961.

13.2 Deferred tax assets and deferred tax liabilities have been offset wherever the company has a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority.

14.1The Company had made payments to Unitech golf and Country Club aggregating to '' 221.35 lakhs till date, as per the construction linked payment plan of ''Agreement for Sale'' dated October 05, 2011 for purchase of an apartment. The borrowing cost capitalised up to March 31, 2016 amounts to '' 28.34 lakhs. The Company has not made any additional payment as the construction has not progressed as per the construction linked plan and it has crossed its expected delivery date of March 31, 2014. Further, the Company has commenced legal proceeding against the real estate company on August 12, 2016 before the Hon''ble High Court of Delhi, for recovery of the amounts paid along with interest @ 10% in terms of the said agreement. Although the matter is scheduled for hearing and the decision by the court is pending, the management is still confident that it will be able to realise the capital advance through favourable outcome of the legal proceedings. However, the Company has made provision of '' 227.86 lakhs (previous year- '' 190.40 lakhs) against the aforesaid amounts. The provision on the doubtful advance is provided at 15% per annum of the gross amount starting from the year 2016 on the basis of estimations by the management.

14.2 The retention money is the amount retained from customers against the sales order until the project of the order is completed. Once the project is completed, retention money is returned to customers.

17.1The above provision includes '' 242.71 lakhs relating to raw material lying in the premises of a third party (Job work contractor). These goods were sealed by the PNB due to the default committed by the said contractor. The company is neither a borrower nor a guarantor to the said contractor. Hence the illegal act of the PNB is contested before the DRT. Since, the assets of the Company have got impoverished over a period of time and have lost their usability, and it is not probable to recover the amount from PNB, full provisioning for the same has been done in the books of accounts.

17.2 Raw materials, components, stores and spares are valued at lower of cost and net realizable value. Cost of raw materials, components and stores and spares is determined on weighted average basis.

Work in progress and finished goods are valued at lower of cost and net realizable value. Cost is determined on weighted average basis.

30.1 Pursuant to the approval of shareholders on 25-07-2022, the Company has issued Bonus shares in the ratio of 225 equity shares of '' 10/- each for every 1 existing equity share of '' 10/- each. Consequently, EPS has been restated and adjusted for all comparative periods presented in the standalone Financial Statement.

30.2 The Company has issued 40.75 lakhs fresh equity shares through IPO in October, 2022. Consequently, the weighted average no. of shares has increased as at 31-03-2023 and impacted the EPS of the current financial year ended on 3103-2023.

B. Pursuant to the IPO, the company has incurred IPO expenses amounting to '' 251.79 lakhs during the year. As these expenses are not regular in nature and distinct from the expenses incurred in the ordinary course of business, these have been disclosed as extra ordinary items in the statement of profit and loss.

33. Government Grant/ Production Linked Incentives

a) During the Financial years 2018-19, Global Innovation & Technology Alliance on the behalf of Department of Science and Technology ("the authority") had sanctioned government grant of '' 287.25 lakhs as conditional grant towards the project of Development of Cellular Interface Mitigation Solution for the Indian Market, based on UBiFix Solution. The accounting treatment for government grant received during the previous year has been done according to the income approach defined under Accounting Standard-12, Accounting for Government Grants. During the year, the Company has received the grant of '' 102.96 lakhs that had already been treated as deferred government grant receivable in earlier years. Further, the Company is liable to pay royalty expenses at the rate of 2% on the Sales Turnover achieved on account of this solution. Consequently, a royalty payment of '' 1.16 lakhs has been booked as an expense during the year.

b) During the financial year 2022-23, the Company has got the approval under Production Linked Incentive (PLI) Scheme to promote Telecom and Networking products manufacturing in India vide approval letter PLI/GSCV/OUT/17203/ M4 dated 31-Oct-2022 wherein the Company is eligible for the incentives as a certain percentage of its Sales of eligible products subject to the fulfilment of the eligibility conditions as mentioned in the approval letter. This is valid for Financial Year 2022-23 to Financial year 2026-27. As per the management, on the basis of the figures pertaining to the Sales Turnover and Investment made by the Company, the Company has fulfilled the eligibility conditions for Financial Year 2022-23 and is eligible to claim the incentive for the same. Accordingly it has recognized the incentive income based on the calculation of eligible amount of incentives as per the approval letter. The Company is regular

in filing the quarterly returns to the concerned authority and filing of claim application before the Department of Telecommunication is under process.

34. Leases

Operating lease: Company as lessee

The Company has entered into operating leases for office premises, rentals for which are charged to the statement of profit and loss for the year. These leases are not non cancellable and have an average life of between one to five years with renewal option included in the contracts at the option of the lessee. There are no restrictions placed upon the Company by entering into these leases. There is no contingent rent recognised in the P&L.

Lease rentals recognised in the statement of profit and loss during the period ended 31st March, 2023 is '' 171.34 lakhs (March 31, 2022: '' 129.45 lakhs).

38. Provision for Warranties

A provision is recognized for expected warranty claims on products sold during the last three years, based on past experience of the level of repairs and returns. It is expected that significant portion of these costs will be incurred in the next financial year and all will have been incurred within two years after the reporting date. Assumptions used to calculate the provision for warranties were based on current sales levels and current information available about returns based on the one to three years warranty period for all products sold.

39. Corporate Social Responsibility (CSR)

The Company has constituted Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act. The average net profits of the Company for the last three financial years 2019-2020, 20202021 and 2021-2022 was '' 10.46 lakhs calculated in accordance with the provisions of Section 198 read with other applicable provisions of the Companies Act 2013. Further, as per the requirement under Section 135 of the Companies Act 2013, at least 2% of the average net profits amounting to '' 20.92 lakhs were to be contributed for carrying out Corporate Social Responsibility activities. The carried forward amount of CSR expenditure that the company overspent on in prior years amounting to '' 7.93 lakhs has been offset with the expenditure that must be done in the current year. During the year 2022-23, the company has spent a sum of '' 13 lakhs towards education development and the CSR committee is in the process of identifying the activities to discharge its CSR obligation.

Purpose to Section 135 of the companies Act, 2013, the details are as follows:-

1. Gross amount required to be spent during the year 2022-23''20.92 lakhs (previous year 2021-22''37.33 lakhs)

The company contributed '' 13 lakhs to Manav Kalyan Foundation out of its CSR budget for FY 2022-23 for the projects of "Food for everyone in Delhi-NCR" and "Child Literacy with mid-day meals".

40. Segment Reporting

41. Contingent Liabilities and Commitments	('' in Lakhs except otherwise stated)
Particulars	As at 31^st March 2023	As at 31^st March 2022
Contingent Liabilities
a) Claims against the company not acknowledged as debt;	-	-
b) Guarantees;	-	-
c) Other money for which the company is contingently liable¹	-	-
Commitments
a) Estimated amount of contracts remaining to be executed on capital account and not provided for	-	-
b) Uncalled liability on shares and other investments partly paid	-	-
c) Other commitments ² ³	-	-
Total		-

43. Scheme of Arrangements for amalgamation of subsidiary

A. Pursuant to the sanction of the scheme of merger or amalgamation, Shiva Profiles Private Limited (SPPL, the transferor company) is merged with the Frog Cellsat Limited (the transferee company) vide order dated 10^th March 2023 by the Regional Director and the appointed date of 1^st April 2021. SPPL was a wholly owned subsidiary of Frog Cellsat Limited and was engaged in manufacturing and trading of tele equipment and apart from that providing cellular services and other applications. The effect of the merger of SPPL with Frog Cellsat Limited has been accounted for under the pooling of interest method referred to in Accounting Standard 14, Accounting for Amalgamation.

B. Upon coming into effect of this Scheme and with the appointed date all the assets and liabilities of SPPL have vested in or deemed to be transferred to the Company as a going concern. Consequently, all the assets and liabilities of SPPL on and after the appointed date and prior to the sanction date have been transferred to Frog Cellsat Limited on a going concern basis. Accordingly, the impact of the scheme has been considered during the financial year 2022-23 in these Financial Statements and all the assets and liabilities as appearing in the books of SPPL as on 0104-2022 have been transferred at their respective book values.

D. Comparative figures as on 31-03-2022 do not include the figures of erstwhile SPPL which is amalgamated with the Company with appointed dated April 1, 2021. Consequently, the comparative figures are not comparable with the figures for the year ended March 31,2023 to this extent.

E. As SPPL was a wholly-owned subsidiary of Frog Cellsat Limited, no shares have been allotted to the shareholders upon the scheme becoming effective. Only the authorised share capital of the Frog Cellsat Limited has been increased by '' 10 lakhs (1,00,000 equity shares of '' 10 each) on the merger of Share capital of SPPL.

44. Other Statutory Compliance

(i) No proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(ii) There are no transactions with the companies whose names are struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 during the year ended 31 March 2023.