GVK Oil & Gas Ltd Auditors Report.

Auditor

To the Members or GVK Oil & Gas Limited

Report on the Financial Statements

1. We have audited The accompanying financial statements of GVK Oil & Gas Limited ("the Company"), which comprise the Balance Sheet as at March 3 1. 2014, Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for (he Financial Statements

2. 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"). 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 lo fraud or error.

Auditors Responsibility

3. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors 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 Companys 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.

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

6. 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 3 1, 2014;

b) In the case of Statement of Profit & Loss, of the loss for the year ended on that date,

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

7. As required by the Companies (Auditors 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.

8. As required by section 227(3) of the Act, 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 account as required by law have been kept by the Company so far as appears from our examination of those book.

c) the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this Report arc in agreement with the books of account [and with the returns received from branches not visited by us:

d) in our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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 (t) of section 274 of the Companies Act. 1956.

Annexure referred to in paragraph 7 of our report of even date Re: GVK Oil & Gas Limited (the Company)

(i) (a.) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(c) There was no substantial disposal of fixed assets during the year,

(ii) In view of the nature of operations carried out by the Company, it has no inventory-Accordingly, the provisions of clause (ii) of the paragraph 4 of the Companies (Auditors Report) Order, 2003 {as amended) in respect of the inventories are nut applicable.

(iii) As informed, the Company has neither granted nor taken any loans, secured or unsecured from/to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of the clauses (iii) (a) to (g) of paragraph 4 of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable.

(iv) In our opinion mid according to tire information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and die nature of its business, for the purchase of fixed assets and for the sale of services. Due to the nature of its business, the Company does not purchase any inventory or sell goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During die course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the company.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion mid according to the information and explanations given to us, transactions made in pursuance of such contract or arrangement exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nadir of its business.

(viii) To the best of our knowledge and as expanded the Central government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of sub-section 209 of the Companies Act, 1956 for the services of the Company.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess as applicable.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to die information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(x) The Company has incurred a cash loss of Rs.1,79,15,085/- (previous year Rs. 7,42,292/-) and as accumulated loss of Rs. 2,08,79,756/- (Previous year Rs.11,72,189/-) as on 31.03.2014.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders,

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to tire Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, die provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given guarantee for loans taken by others horn bank or financial institutions,

(xvi) Based on information and explanations given to us by the management, term loans were applied for die purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we repojf that short term funds have not been used for long term investments.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during die year,

(xx) The Company did not raise any money through a public issue during die year.

(xxi) Based upon the audit procedures performed for die purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no baud on or by the Company has been noticed or reported during die course of our audit.

For SARANGA PAN1 & CO.

Firm No: 050030S

Chartered Accountants

C.SARANGA PANI

PROPRIETOR

Membership No: 73178

PLACE: HYDERABAD

DATE : MAY 10. 2014