C M Y K RED HERRING PROSPECTUS Dated June 14, 2008 Please read Section 60B of the Companies Act, 1956 100% Book Built Issue Power from knowledge KSK Energy Ventures Limited (The Company was incorporated as KSK Energy Ventures Private Limited on February 14, 2001 under the Companies Act, 1956, as amended. It became a public company pursuant to a special resolution of the shareholders of the Company at an extraordinary general meeting held on February 9, 2002, and the word "private" was deleted from its name. The Company became a private limited company pursuant to a special resolution of the shareholders of the Company at an extraordinary general meeting held on July 3, 2006, and the word "private" was added to its name. Subsequently, pursuant to a special resolution of the shareholders of the Company at an extraordinary general meeting held on January 19, 2008, the Company has become a public limited company and the word "private" has been deleted from its name. The certificate of incorporation to reflect the new name was issued on February 6, 2008 by the RoC. The registered office of the Company was shifted from 51, 1st Main Road, CIT Colony, Chennai - 600 004, Tamil Nadu, India to 1st Floor, SDE Serene Chambers, Road No.7, Banjara Hills, Hyderabad - 500 034, Andhra Pradesh, India with effect from January 9, 2002. Subsequently, with effect from May 14, 2003, the registered office of the Company was shifted to 8-2-293/82/A/431/A, Road No.22, Jubilee Hills, Hyderabad - 500 033, Andhra Pradesh, India. Subsequently, with effect from September 9, 2004, the registered office of the Company was shifted to Sony Apartments, 2nd Floor, 19, Rebello Road, Bandra (West), Mumbai - 400 050, Maharashtra, India. Thereafter, with effect from January 18, 2008, the registered office of the Company was shifted to its present location at 8-2-293/82/A/431/A, Road No.22, Jubilee Hills, Hyderabad - 500 033, Andhra Pradesh, India.) Registered Office: 8-2-293/82/A/431/A, Road No.22, Jubilee Hills, Hyderabad - 500 033, Andhra Pradesh, India Telephone: +91 40 2355 9922/23/24/25; Facsimile: +91 40 2355 9930 Contact Person: Mr. D. Suresh Babu; Telephone: +91 40 2355 9922/23/24/25; Email: [email protected]; Website: www.ksk.co.in PUBLIC ISSUE OF 3,46,11,000 EQUITY SHARES OF RS.10 EACH ("EQUITY SHARES") OF KSK ENERGY VENTURES LIMITED ("KSK", OR THE "COMPANY", OR THE "ISSUER") FOR CASH AT A PRICE OF RS.[] PER EQUITY SHARE, AGGREGATING RS.[] CRORE (THE "ISSUE"). THE ISSUE WILL CONSTITUTE 10% OF THE POST-ISSUE EQUITY SHARE CAPITAL OF THE COMPANY. PRICE BAND: RS.240 TO RS.255 PER EQUITY SHARE OF FACE VALUE RS.10 EACH. THE ISSUE PRICE IS 24 TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND 25.5 TIMES THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND. In case of revision in the Price Band, the Bidding/Issue Period shall be extended for three additional working days after such revision, subject to the Bidding/Issue Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding/Issue Period, if applicable, shall be widely disseminated by notification to the Bombay Stock Exchange Limited (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”), by issuing a press release and also by indicating the change on the websites of the Book Runners and at the terminals of the other members of the Syndicate. Pursuant to Rule 19(2)(b) of the SCRR (as defined below), this Issue is for less than 25% of the post Issue capital and is therefore being made through a 100% Book Building Process wherein at least 60% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. In addition, in accordance with Rule 19(2)(b) of the SCRR, a minimum of 20 lakh securities are being offered to the public and the size of the Issue shall aggregate at least Rs.100 crore. If at least 60% of the Issue cannot be allotted to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Issue shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 30% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. RISKS IN RELATION TO FIRST ISSUE This being the first issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs.10 per Equity Share and the Issue Price is [] times the face value. The Issue Price (as determined by the Company, in consultation with the Book Runners, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of the Company or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to the statements in the section "Risk Factors" beginning on page 11 of this Red Herring Prospectus. COMPANY’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Company and the Issue that is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. IPO GRADING This Issue has been graded by Fitch Ratings India Private Limited, a credit rating agency registered with SEBI. The Issue has been assigned a grade of 3 (ind) out of a maximum of 5 (ind) indicating average fundamentals through its letter dated June 2, 2008. For details regarding the grading of the Issue and the disclaimer of Fitch Ratings India Private Limited, see the section "General Information" beginning on page 53 of this Red Herring Prospectus. LISTING The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. The Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated April 8, 2008 and March 17, 2008, respectively. For the purposes of the Issue, the NSE shall be the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS CO-BOOK RUNNING REGISTRAR TO THE LEAD MANAGER ISSUE KOTAK MAHINDRA CAPITAL IDFC-SSKI PRIVATE LIMITED* MORGAN STANLEY INDIA EDELWEISS CAPITAL LIMITED AXIS BANK LIMITED KARVY COMPUTERSHARE COMPANY LIMITED 803/4, Tulsiani Chambers COMPANY PRIVATE LIMITED 14th floor, Express Towers Central Office, Maker Tower ‘F’ PRIVATE LIMITED 3rd Floor, Bakhtawar 8th Floor, Nariman Point 1101-1115, Hilton Towers Nariman Point 11th Floor, Cuffe Parade, Colaba Plot No. 17-24, Vittal Rao Nagar 229, Nariman Point Mumbai - 400 021, India Nariman Point Mumbai – 400 021, India Mumbai 400 005, India Madhapur Mumbai - 400 021, India Telephone: +91 22 6638 3333 Mumbai – 400 021, India Telephone: +91 22 4086 3535 Telephone: +91 22 6707 1312 Hyderabad – 500 081, India Telephone: +91 22 6634 1100 Facsimile: +91 22 2204 0282 Telephone: +91 22 6621 0555 Facsimile: +91 22 2288 2119 Facsimile: +91 22 2216 2467 Telephone: +91 40 2342 0815 Facsimile: +91 22 2283 7517 Email: [email protected] Facsimile: +91 22 6621 0556 Email: [email protected] Email: [email protected] Facsimile: +91 40 2342 0814 Email: [email protected] Investor Grievance Email: Email: [email protected] Investor Grievance Email: Investor Grievance Email: Email: [email protected] Investor Grievance Email: [email protected] Investor Grievance Email: [email protected] [email protected] Contact Person: Mr. M.R.V. Subramanyam [email protected] Contact Person: Mr. Hiren Raipancholia [email protected] Contact Person: Mr. Sumeet Lath/ Contact Person: Mr. Dipen Kapadia Website: www.karvycomputershare.com Contact Person: Mr. Chandrakant Bhole Website: www.sski.co.in Contact Person: Mr.