KSK Energy Ventures

The shareholders approval is being sought by the Special Resolution at
 Item No. 6 for enabling the Board to make one or more offerings in
 foreign markets on one or more stock exchanges and/or one or more
 offering(s) in India, such number of equity shares, and/or any
 securities linked to equity shares through Global Depository Receipts
 and/or American Depository Receipts, and/or Foreign Currency
 Convertible Bonds, and/or any other permitted fully and/or partly paid
 securities/instruments convertible or exchangeable into equity shares
 at the option of the Company and/or holder(s) of the security(ies),
 and/or securities linked to equity shares (Securities).
 
 The proposed issue of securities may be made in one or more tranches
 and at such time and at such prices as the Board of Directors or a duly
 constituted.committee of the Board of Directors (Board) may, in
 consultation with the lead manager(s), advisor(s) and other
 intermediaries, deems fit. The securities issued pursuant to
 international offering(s) may be listed on the Stock Exchanges outside
 India as may be decided by the Board in consultation with the lead
 manager(s). The securities issued pursuant to domestic offering(s) will
 be listed on the Bombay Stock Exchange Limited and the National Stock
 Exchange of India Limited.
 
 As the funding requirements would depend on various factors, it is
 considered expedient by the Board of Directors to obtain members
 consent under Section 81 (1A) of the Companies Act, 1956 for the
 business set at Item No. 6.
 
 In connection with an issue of Securities, the Company is required,
 inter alia, to prepare various documents and execute various
 
 agreements. Accordingly, it is proposed to authorize the Board and
 certain officers of the Company to negotiate, finalise and execute such
 documents and agreements as may be required and do all such acts, deeds
 and things in this regard for and on behalf of the Company.
 
 For an issue of Securities to any person(s) other than the existing
 shareholders of the Company, the approval of the shareholders of the
 Company is required by way of a special resolution under the provisions
 of Section 81 (1A) of the Companies Act, 1956, as amended. The
 authority granted to the Board by way of the special resolution as set
 out in Item No. 6, will enable the Board to make the proposed issue of
 Securities, in consultation with the lead manager(s), advisor(s) and
 other intermediaries and to issue to the holders of such Securities,
 such number of equity shares, as may be required to be issued in
 accordance with the terms of the issue and the provisions of applicable
 laws and regulations.
 
 The directors of the Company may be deemed to be concerned or
 interested in the special resolution to the extent of securities
 issued/ allotted to them or to the Companies/institutions in which any
 of them is a director or member, if any.
 
 The Board recommends the special resolution as set out in Item No.  6
 for approval by the Members.
 
 I extend a warm welcome to our large family of Members who joined us
 after the IPO in June 2008. As you are aware, the issue met with
 encouraging response. The equity shares of the Company have been listed
 on July 14, 2008 and have been actively traded on both the BSE and NSE.
 Indeed, it is our privilege to have you as our Members and I take this
 opportunity to reassure you that we at KSK have a robust and
 sustainable business model. This is a company that works for all its
 stakeholders and I am confident you would be proud of your investment.
 
 You will observe from this annual report that the Company has reported
 39.3% improvement in the revenue at Rs.4984.10 million (consolidated)
 as compared to the previous year, and profit after tax after providing
 for minority interest has grown by 32.6% at Rs.1359.15 million
 (consolidated) in the same period. Our performance in 2008- 09 is a
 strong affirmation that we have the right business model; that we have
 deployed an appropriate template to create a niche; a strong
 competitive strategy that generates energy at competitive cost for
 consumers; a reliable source for addressing the needs of a power
 deficient nation while at the same time ensuring attractive returns for
 our shareholders.
 
 There is a large unmet need for energy in the country both in the
 industrial and domestic sectors. Reliable and consistently high-quality
 energy is critical for our economy, industrial growth and quality of
 life. The Electricity Act, 2003 reformed the energy sector and the
 Government of India took initiatives to develop the power sector and
 produce sufficient, reliable and inexpensive power. We see opportunity
 for capable developers and have hence built a sustainable business
 strategy that addresses the needs of the consumers.
 
 Our vision is clear. We shall contribute to generate power and be a
 source of supply to consumers. Availability and accessibility of power
 needs to be addressed in the larger interest of the country. We at KSK
 have the answers to fast track energy availability at affordable cost.
 
 Knowledge is our strength. It is our Companys most important asset for
 ensuring future earnings and creating long-term value. We have the
 expertise to organize and collaborate with customers and vendors across
 boundaries.
 
 The DNA at KSK is intellectual capital, the ability to scale and
 complete larger number of viable projects, human skills that exploit
 the use of state-of-the-art technology, superior understanding of the
 market and disciplined risk management. The team has created a unique
 business model that converts all the essential parts especially fuel
 supplies to produce energy economically in an environment friendly
 manner.
 
 We align our business with our customers needs and are striving to be
 the first choice provider for energy solutions.  Our strategy is
 customer-centric and we recognize that they expect reliability,
 efficiency, convenience and affordability. As a partner to our
 customers, from the concept stage onwards, we handle everything from
 planning & engineering, project development, financing and thereby,
 erect a facility that is sustainable and competitive in the long run.
 
 We develop, engineer and build fossil-fueled and hydro electric power
 plants. Our team attaches the highest priority to building strong
 collaborative customer relationships. We operate in a supply deficient
 market where demand is high and growing. In this environment, customers
 need reassurance that they will get continuous and reliable power.
 
 It is not just what we do, but how we do business that is also
 important for us. At KSK, doing the right thing has always been an
 unwritten rule and a hallmark of how we
 
 operate. We do it with a fervor and discipline in every transaction.
 For instance, we find solutions such as enhancing input-output ratio,
 reducing cycle time, shortening the lead time, decreasing the risk and
 being cost effective. Similarly, in the case of our employees, we
 create a well-trained, energetic and engaged work force.  In turn, our
 employees inspire commitment, work as a team, deliver results and
 demonstrate character.
 
 We at KSK are fortunate to have a talented and determined management
 team and dedicated employees who are committed to delivering on
 promises. They convert opportunities into revenue stream and give us
 the confidence to look forward to achieve extraordinary performance in
 the medium and long term.
 
 KSK believes and is committed to conduct all its business activities in
 compliance with laws of the land, and in the context of fair
 competition, ethically with honesty, integrity, correctness and in good
 faith. The Company respects the interests of customers, commercial and
 financial partners, vendors, shareholders, employees and the society.
 We believe doing the right thing by our shareholders is in creating a
 sustainable company that delivers superior returns and enhances
 shareholder value both in the medium and long term.
 
 We are redefining the energy landscape and our ambition is to grow
 faster than the market. The Company is progressively moving ahead to
 achieve goals by having the finest team in the power industry. The
 business has as much potential as it has challenges, but the width of
 experience and depth of knowledge in the KSK team is making it possible
 to produce results.  Looking ahead, we will anticipate the needs of the
 market, shall be ahead of the curve in execution, offer the best that
 consumers want and set the trend.
 
 Warm/ regards
 T. L. Sankar
 Chairman