Auditor Report of Premium Capital Markets & Investments Ltd.

Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of M/^s PREMIUM CAPITAL
MARKET & INVESTMENTS LIMITED having registered office at 401, Starlit Tower, 4^th Floor, 29 Y N Road,
Indore -452003 (M.P.) ("the Company"), (PAN-AABCP2228H), (CIN:- L67120MP1992PLC007178) which
comprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss, Changes in Equity and
Statement of Cash Flows for the year ended on that date and a summary of the significant accounting policies
and other explanatory information (hereinafter referred to as "the Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the
possible effects of the matter described in the Key Audit Matters paragraph, the aforesaid Standalone Ind AS
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 Indian Accounting Standards prescribed under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, as amend, ("Ind
AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at
31st March, 2024, the statement of Profit & Loss, Changes in Equity and its Cash flows for the year ended on
that date.

2) Basis for Opinion

We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone 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 independence requirements
that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and
the Rules made there under, 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 we have obtained is sufficient
and appropriate to provide a basis for our opinion on the Standalone financial statements.

3) Key Audit Matters

Key audit matters are those matters that, in our professional judgment, 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 matters described below to be the key
audit matters to be communicated in our report.

4) Information other than the financial statements and auditor''s report thereon- Board of Directors''
Report:

A) The Company''s board of directors is responsible for the preparation of the other information and
presentation of its report (herein after called as Board Report) which comprises various information
required under section 134 (3) of the Companies Act, 2013. However our opinion on the financial
statements does not cover the other information and we do not express any form of assurance conclusion
thereon.

B) In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone
financial statements or our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other
information; we are required to report that fact. We have nothing to report in this regard.

5) Management''s Responsibility for the Audit of the Standalone Financial Statements :

A) 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 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
judgments 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 financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or
error.

B) In preparing the financial statements, the 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 the 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.

6) Auditor''s Responsibility for the Audit of the Standalone Financial Statements :

A) Our responsibility is to express an Opinion on these standalone financial statements based on our audit. In
conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the provisions of the
Act and Rules made there under.

B) Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

C) As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:

(i) Identify and assess the risks of material misstatement of the 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.

(ii) Obtain an understanding of internal financial control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances but not for the purpose of expressing
an opinion on the effectiveness of the Company''s internal control systems.

(iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

(iv) 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 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.

(v) Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

(vi) Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in:-

(i) Planning the scope of our audit work and in evaluating the results of our work; and

(ii) To evaluate the effect of any identified misstatements in the standalone financial
statements.

D) 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.

E) 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.

F) From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor''s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.

II) 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 the 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 Statement of Cash Flows 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 31st March, 2024 taken
on record by the Board of Directors, none of the directors is disqualified as on 31st March, 204 from
being appointed as a director in terms of Section 164 (2) of the Act.

F) Reporting With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls as mentioned in section 143 (3) (1)
refer to our separate report in "Annexure-B''''.

G) With respect to the other matters to be included in the Auditor''s Report under section 197(16) of
the Act.

H) 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, as amended in our opinion and to the best of
our information and according to the explanations given to us:

1) The Company does not have any pending litigations which would impact its financial position.

2) The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.

3) There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

4) During the year company has not declared or paid Dividend, therefore no required to comply
section 123 of the Companies Act, 2013.

5)

i) The Management has represented us that, to the best of their knowledge and
belief, other than as disclosed in the notes to the accounts, 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 persons
or entities, including foreign entities ("Intermediaries") with the understanding,
whether recorded in writing or otherwise, that the intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the company ("ultimate beneficiaries")or
provide any guarantee, security or the like on behalf of the ultimate
beneficiaries.

ii) The Management has represented to us that, to the best of their knowledge and
belief, other than as disclosed in the notes to the accounts, no funds have been
received by the company from any persons or entities, including foreign entities
("Funding Parties") with the understanding, whether recorded in writing or
otherwise, that the 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 any guarantee,
security or the like on behalf of the ultimate beneficiaries.

iii) Based on the audit procedure and information given to us no misstatement
found in representations given in respect of above Para (a) & (b).

FOR, M/s. S. N. Gadiya & Co
Chartered Accountant
FRN: 002052C

Place: Indore CA. Satya Narayan Gadiya

Date: 10.05.2024 (Proprietor)

UDIN: 24071229BKCQXY 2122 Membership No.: 071229

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Mar 31, 2014

We have audited the accompanying financial statements of PREMIUM CAPITAL MARKET & INVESTMENT LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 201 and the Statement of Profit and Loss and Cash Flow Statement for the year the ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") (Which continue to applicable in respect of section 133 of the companies Act, 2013 in terms of General Circular 15/2013 dated 13th Sept. 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2, As required by section 227(3) of the Act, we report that:

a) We have obtained alt the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 (Which continue to applicable in respect of section 133 of the companies Act, 2013 in terms of General Circular 15/2013 dated 13th Sept. 2013 of the Ministry of Corporate Affairs);

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT

(As referred to in paragraph 3 of our report of even date)

i. (a) The company has maintained proper record showing full particulars, including quantitative details and situations of its fixed assets.

(b) As explained to us all assets have been physically verified by the management at reasonable internals during the year, no material discrepancies have been noticed on such verification as compared to the books records.

(c ) No substantial part of fixed assets has been disposed -off by the company during this year hence there is no effect on going concern.

ii. (a) The clause regarding finished goods and raw material is not applicable to the company being not a manufacturing or trading company .

(b) The clause regarding physical verification of stocks is not applicable to the company being not a manufacturing or trading company.

(c ) The clause regarding material discrepancies in stock is not applicable to the company being not a manufacturing or trading company.

iii. (a) The Company has taken unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act. There are total two parties and amount outstanding as on 31,03.2014 is of Rs. 15.10 Lacs. The maximum outstanding during the year was Rs.36.43Lacs.

(b) The rate of interest and other terms and conditions of the loan taken by the company from the parties covered in the register maintained u/s 301 of the Companies Act, 1956 are not prima-facie prejudicial to the interest of the company.

(c) The repayment of principle amount and interest is generally regular.

(d) The Company has given loans to Directors and their relatives concerns. There are total two parties and amount outstanding as on 31st March 2014 is Rs.12.57 Lacs. The Maximum outstanding during the year was of Rs.20.28 Lacs. The terms and conditions and rate of interest of such loans have not been stipulated, hence we are unable to comment upon above transactions.

iv. According to the information's and explanations given to us, there are, in our opinion, adequate internal control procedure commensurate with size of company and nature of its business for the purchase of inventories, fixed assets and for the sale of goods/services. As observed by us, there is no Continuing failure to correct major weakness in the internal control.

v. (a) As informed and explained to us, transactions that need to be entered into a register in . pursuance of section 301 of the Companies Act, have been entered.

(b) In our opinion and according to the information and explanations given to us, transactions of purchase of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956, aggregating during the year to Rs,5 Lacs or more in respect of each party is NIL.

vi. As informed and explained to us, the company has not taken any deposit-covered u/s - 58-A of the Companies Act, 1956.

vii. As informed and explained to us the Company has an internal audit system commensurate with its size and nature of business.

viii. As informed and Explained to us, the Central Government has not prescribed maintenance of cost records u/s 209 (i) of the Companies Act, 1956.

ix. (a) According to information and as per explanation given to us there is no undisputed amount outstanding as on 31.3.14 investor Education and Protection Fund, Sales Tax, Service Tax, Cess and any other statutory dues which wee due for more than six months from the date they become payable.

(b) As informed and explained to us, there is no disputed amount in respect of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, Service Tax or Cess, except an Income Tax demand for the A. Y. 1996-97 against which an appeal was pending before the CIT (Appeals)- II, Indore, relief in assessed income of Rs.56.45 Lacs is granted by the Hon'ble CIT( Appeals)-II which reduces our tax demand approximately to Rs.91.18 Lacs from Rs. 171.85 Lacs and for the balance demand the company has also filed appeal before the Hon'ble ITAT Indore bench and the same is pending for decision.

x. The Accumulated losses of the company are not less than fifty percent of the net worth of the company. In this financial year the company has earned cash profit of Rs.45,076/- and in the preceding financial year the Company has earned cash profit of Rs.43,478/-

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to Financial institutions, Banks or debentures holders.

xii. As informed and explained to us the Company has not granted loans and advances on the basis of securities | by way of pledge of shares, debentures and other similar securities during the year under audit.

xiii. As informed and explained to us the Provision of any Special Statute applicable to chit fund nidhi, mutual benefit/ society are not applicable to company.

xiv. As informed and explained to us the Company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and that timely entries have been made therein. All shares / debentures and other securities have been held by the company in its own name and / or pending for transfer as they are market deliveries expect to the extent of exemption if any, granted under Section 49 of the Companies Act, 1956. There are some snares which could not be transferred in the name of the company due to some reasons beyond the control of the company and as informed to us the ' company is in the process of getting it transferred from the respective persons.

xv. As informed and explained to us the company has not given any type of guarantee for loans taken by others from Bank or any financial institution.

xvi. The company has not taken any term loan during year.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that, no funds raised for short-term basis have been utilized for Long Term Investments.

xviii. The Company has not made any preferential allotment of shares during the year.

xix. No debenture have been issued by the company during this year.

xx. The Company has not raised any money by way of Public Issue during the year.

xxi. As informed and explained to us no frauds on or by company has been noticed or reported during the year.

FOR AIREN & SALUJA, CHARTERED ACCOUNTANTS, FRN:-004588C

Sd/- Place : Indore CA. SANJAY KUMAR AIREN Pate: 25th August, 2014 PARTNER M.No.073305

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Mar 31, 2012

1) We have Audited the attached Balance-sheet of M/S PREMRJM CAPITAL MARKET AND INVEST- MENTS LIMITED: INDORE as at 31st March' 2012 and also the Statement of Profit and Loss and the cash flow statement for the year ended on that date annexed thereto. These Financial Statement are the responsibility of the Company's management .Our Responsibility is to express an opinion on these finan- cial statements based on our audit.

2) We conducted our audit accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform our audit to obtain reasonable assurance about whether the evidence supporting the amount and disclosures in financial statements are free from material misstatements .An audit includes' examining on the test basis' evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies Auditors Reports Order' 2003 issued by the Central Government' in terms of section 227(4) (a) of the companies Act' 1956 we give in a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable to the company.

4) Further to our comments in the annexure referred above' we report that:

a. We have obtained all the information and explanations' which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of accounts as required by the law' have been kept by the company so far as appears from our examination of the books.

c. The Balance Sheet and Statement of Profit & Loss dealt with by this report are in agreement with books of accounts.

d. In our opinion the Balance-Sheet and Statement of Profit and Loss dealt with by this report complies with Accounting Standards referred to' in sub-section (3C) of section 211 of the Companies Act'1956.

e. On the basis of written representation received from the Directors as on 31.03.12 and taken on record by the Board of Directors' we report that none of the Directors of the company is disqualified from being ap- pointed as Director in terms of the provisions of Section of Section 274(l)(g) of the Companies Act' 1956 on the said date.

f. In our opinion and to the best of our information and according to the explanations given to us' the accounts subject to notes given there on' give the information's required by the Companies Act' 1956 in the manner so required and give a true and fair view :

(i) In the case of Balance Sheet' of the state of affairs of company as at 31st March' 2012 and (ii) In the case of Statement of Profit & Loss' of Profit of the company for the year ended on that date. (iii) In so far as it relates to the Cash flow Statement' of the cash flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(As referred to in paragraph 3 of our report of even date)

i. (a) The company has maintained proper record showing full particulars' including quantitative details and situations of its fixed assets.

(b) As explained to us all assets have been physically verified by the management at reasonable intervals during the year' no material discrepancies have been noticed on such verification as compared to the books records.

(c) No substantial part of fixed assets has been disposed -off by the company during this year hence there is no effect on going concern.

ii. (a) The clause regarding finished goods and raw material is not applicable to the company being not a manufacturing or trading company

(b) The clause regarding physical verification of stocks is not applicable to the company being not a manufacturing or trading company.

(c) The clause regarding material discrepancies in stock is not applicable to the company being not a manufacturing or trading company.

iii. (a) The Company has taken unsecured loans from companies' firms or other parties covered in the register maintained under section 301 of the CompaniesAct. There are total three parties and amount outstanding as on 31.03.2012 is of Rs.46.66 Lacs. The maximum outstanding during the year was Rs.54.36 Lacs.

(b) The rate of interest and other terms and conditions of the loan taken by the company from the parties covered in the register maintained u/s 301 of the Companies Act' 1956 are not prima-facie prejudicial to the interest of the company. t

(c) The repayment of principle amount and interest is generally regular.

(d) The Company has given loans to Directors and their relatives concerns. There are total two parties and amount outstanding as on 31st March 2012 is Rs.12.88 Lacs. The Maximum outstanding during the year was of Rs. 12.88 Lacs. The terms and conditions and rate of interest of such loans have not been stipulated' hence we are unable to comment upon above transactions.

iv. According to the information's and explanations given to us' there are' in our opinion' adequate internal control procedure commensurate with size of company and nature of its business for the purchase of inventories' fixed assets and for the sale of goods/services. As observed by us' there is no Continuing failure to correct major weakness in the internal control.

v. (a) As informed and explained to us' transactions that need to be entered into a register in pursuance of section 301 of the Companies Act' have been entered. (b) In our opinion and according to the information and explanations given to us' transaction of purchase of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act' 1956' aggregating during the year to Rs.5 Lacs or more in respect of each party is Nil. vi. As informed and explained to us' the company has not taken any deposit-covered u/s - 5 8-A of the Companies Act' 1956.

vii. As informed and explained to us the Company has an internal audit system commensurate with its size and nature of business.

viii. As informed and Explained to us' the Central Government has not prescribed maintenance of cost records u/s 209 (i) of the Companies Act' 1956.

ix. (a) According to information and as per explanation given to us there is no undisputed amount outstanding as on 31.3.12 investor Education and Protection Fund' Sales Tax' Service Tax' Cess and any other statutory dues which wee due for more than six months from the date they become payable.

b) As informed and explained to us' there is no disputed amount in respect of Sales Tax' Income Tax' Custom Duty' Wealth Tax' Excise Duty' Service Tax or Cess' except an Income Tax demand for the A.Y. 1996-97 against which an appeal was pending before the CIT (Appeals)- II' Indore' relief in assessed Income of Rs.56.45 Lacs is granted by the Hon'ble CIT( Appeals)-II which reduces our tax demand approximately to Rs.91.18 Lacs from Rs. 171.85 Lacs and for the balance demand the company has also filed appeal before the Hon'ble ITAT Indore bench and the same is pending for decision.

x. The Accumulated losses of the company are not less than fifty percent of the net worth of the company. In this financial year the company has earned cash profit of Rs.42908/- and in the preceding financial year the Company has incurred cash losses of Rs.3'00'493/-

xi. In our opinion and according to the information and explanations given to us' the company has not defaulted in repayment of dues to Financial institutions' Banks or debentures holders.

xii. As informed and explained to us the Company has not granted loans and advances on the basis of securities by way of pledge of shares' debentures and other similar securities during the year under audit.

xiii. As informed and explained to us the Provision of any Special Statute applicable to chit fund nidhi' mutual benefit/ society are not applicable to company.

xiv. As informed and explained to us the Company has maintained proper records of transactions and contracts in respect of trading in shares' debentures and other securities and that timely entries have been made therein. All shares / debentures and other securities have been held by the company in its own name and / or pending for transfer as they are market deliveries expect to the extent of exemption if any' granted under Section 49 of the Companies Act' 1956. There are some shares which could not be transferred in the name of the company due to some reasons beyond the control of the company and as informed to us the company is in the process of getting it transferred from the respective persons.

xv. As informed and explained to us the company has not given any type of guarantee for loans taken by others from Bank or any financial institution.

xvi. The company has not taken any term loan during year.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company' we report that' no funds raised for short-term basis have been utilized for Long Term Investments.

xviii. The Company has not made any preferential allotment of shares during the year.

xix. No debenture have been issued by the company during this year.

xx. The Company has not raised any money by way of Public Issue during the year.

xxi. As informed and explained to us no frauds on or by company has been noticed or reported during the year.

FOR AIREN SALUJA & HABLANI'

CHARTERED ACCOUNTANTS'

FRN:-004588C

Place: Indore CA. SANJAY KUMAR AIREN

Date: 17th August 2012 PARTNER

M.No.073305

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Mar 31, 2010

1) We have audited the attached Balance Sheet of M/S PREMIUM CAPITAL MARKET AND INVESTMENTS LIMITED: INDORE as at 31st March, 2010 and also the Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto. These Financial Statement are the responsibility of the Companys management. Our Responsibility is to express an opinion on these financial statements based on our audit.

2) We conducted our audit accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform our audit to obtain reasonable assurance about whether the evidence supporting the amount and disclosures in financial statements are free from material misstatements. An audit includes, examining on the test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statement presentation .We believed that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government, in terms of section 227 (4A) of the Companies Act, 1956 we give in a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable to the company.

4) Further to our comments in the annexure referred above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of accounts as required by the law, have been kept by the company so far as appears from our examination of the books.

c. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with books of accounts.

d. In our opinion the Balance Sheet and Profit & Loss Account dealt with by this report complies with Accounting Standards referred to, in sub-section (3C) of section 211 of the Companies Act, 1956.

e. On the basis of written representation received from the Directors as on 31.03.10 and taken on record by the Board of Directors, we report that none of the Directors of the company is disqualified from being appointed as Director in terms of the provisions of Section 274(l)(g) of the Companies Act, 1956 on the said date.

f. In our opinion and to the best of our information and according to the explanations given to us, the accounts subject to notes given there on, give the informations required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(i) In the case of Balance Sheet, of the state of affairs of company as at 31st March, 2010 and

(ii) In the case of Profit and Loss Account, of the Loss of the company for the year ended on that date.

(iii) In so far it relates to the Cash flow Statement, of the cash flow of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (As referred to in paragraph 3 of our report of even date)

i. (a) The company has maintained proper record showing full particulars, including quantitative details and situations of its fixed assets.

(b) As explained to us all assets have been physically verified by the management at reasonable intervals during the year, no material discrepancies have been noticed on such verification as compared to the books records.

(c) No substantial part of fixed assets has been disposed-off by the company during this year hence there is no effect on going concern.

ii. (a) The clause regarding finished goods and raw material is not applicable to the company being not a manufacturing or trading company.

(b)The clause regarding physical verification of stocks is not applicable to the company being not a manufacturing or trading company.

(c) The clause regarding material discrepancies in stock is not applicable to the company being not a manufacturing or trading company.

iii. (a) The Company has taken unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act. There are total two parties and amount outstanding as on 31.03.2010 is Rs. 84.64 Lacs. The maximum outstanding during the year was Rs. 87.72 Lacs.

(b) The rate of interest and other terms and conditions of the loan taken by the company from the parties covered in the register maintained u/s 301 of the Companies Act, 1956 are not prima-facie prejudicial to the interest of the company.

(c) The repayment of principle amount and interest is generally regular.

(d) The Company has given loans to Directors and their relatives concerns. There are total four parties and amount outstanding as on 31st March 2010 is Rs. 34.77 Lacs. The Maximum outstanding during the year was of Rs. 40.99 Lacs. The terms and conditions and rate of interest of such loans has not been stipulated, hence we are unable to comment upon above transactions.

iv. According to the informations and explanations given to us, there are, in our opinion, adequate internal control procedure commensurate with size of company and nature of its business for the purchase of inventories, fixed assets and for the sale of goods/services. As observed by us, there is no Continuing failure to correct major weakness in the internal control.

v. (a) As informed and explained to us, transactions that need to be entered into a register inpursuance of section 301 of the Companies Act, have been entered.

(b) In our opinion and according to the information and explanations given to us, transactions of purchase of goods and materials made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956, aggregating during the year to Rs.5 Lacs or more in respect of each party are made at the prevailing market price.

vi. As informed and explained to us, the company has not taken any deposit covered u/s - 58-A of the Companies Act, 1956.

vii. As informed and explained to us the Company has an internal audit system commensurate with its size and nature of business.

viii. As informed and Explained to us, the Central Government has not prescribed maintenance of cost records u/s 209 (i) (d) of the Companies Act, 1956.

ix. (a) According to information and as per explanation given to us there is no undisputed amount outstanding as on 31.3.10 in respect of income-tax, sales tax, excise duty, customs duty, Provident Fund, ESIC, Investor Education and Protection Fund, Sales Tax, Service Tax, Cess and any other statutory dues which wee due for more than six months from the date they become payable.

b) As informed and explained to us, there is no disputed amount in respect of Sales Tax, Incpme Tax, Custom Duty, Wealth Tax, Excise Duty, Service Tax or Cess except Income Tax liability of Rs. 1,71,85,222/- for the Assessment Year 1996-97, against which an appeal is pending before CIT (Appeals)-I, Indore.

x. The Accumulated losses of the company are not less than fifty percent of the net worth of the company. In this financial year the company has incurred cash losses of Rs. 8,88,678/- and in the preceding financial year the company has incurred cash losses of Rs. 11,32,519/-.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to Financial institutions, Banks or debentures holders.

xii. As informed and explained to us the Company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other similar securities during the year under audit.

xiii. As informed and explained to us the Provision of any Special Statute applicable to chit fund nidhi, mutual benefit/ society are not applicable to company.

xiv. As informed and explained to us the Company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and that timely entries have been made therein. All shares / debentures and other securities have been held by the company in its own name and / or pending for transfer as they are market deliveries except to the extent of exemption if any, granted under Section 49 of the Companies Act, 1956. There are some shares which could not be transferred in the name of the company due to some reasons beyond the control of the company and as informed to us the company is in the process of getting it transferred from the respective persons.

xv. As informed and explained to us the company has not given any type of guarantee for loans taken by others from Bank or any financial institution.

xvi. The company has not taken any term loan during year.

xvii. According to the information and explanations given to us and on an overall examination of he Balance Sheet of the company, we report that, no funds raised for short term basis have been utilized for Long Term Investments.

xviii. The Company has not made any preferential allotment of shares during the year.

xix. No debenture have been issued by the company during this year.

xx. The Company has not raised any money by way of Public Issue during the year.

xxi. As informed and explained to us no frauds on or by company has been noticed or reported during the year.

FOR AIREN SALUJA & HABLANI,

CHARTERED ACCOUNTANTS,

Place: Indore C.A. SANJAY KUMAR AIREN

Date: 9th August 2010 PARTNER