Ksk Power Regulatory News (KSK)

2 July 2012

KSK Power Ventur plc("KSKPV" or the "Group")

Audited Results for the year ended 31st March 2012

KSK Power Ventur plc (KSK.L), the power project company listed on the London Stock Exchange, with interests in multiple power plants and businesses across India, is pleased to announce the consolidated audited results for the year ended 31st March 2012

Financial Highlights

·; Group Revenue increased 69% to $383.2m (2011: $226.8m)

·; Gross Profit increased 70% to $130.0 m (2011: $76.4m)

·; Operating Profit increased 133% to $122.4m (2011: $52.5m)

·; Investments in Property, Plant and Equipment increased 37% to $2,685.8m (2011: $1,955.1m)

Operational Highlights

·; The current year operating assets recorded an aggregate generation of 4862 Million units ("MU') as against 2793 MU for the previous year of 2010-11, with the following individual plant wise Plant Load Factors ("PLF")

·; 3,600 MW KSK Mahanadi power project under construction

o Focus and priority continues with respect to the first two units of 600 MW each with development on supporting common infrastructure as well as synchronising with fuel supplies;

o Boiler hydro tests for the first unit is expected to be completed shortly and the next unit taken up thereafter. The first chimney achieved complete height of 275 m and is on progress for timely completion;

o Continued progress being made on the balance of the four units of 600 MW each, with the boiler drum lifting of the third unit achieved in April and others expected at periodic intervals through the 2012 and 2013 calendar years.

·; Initial progress on 120 MW KSK Dibbin in addition to 5+ GW of early stage development opportunities under planning consisting of

o 1.98 GW thermal project in Orissa

o 3+ GW of hydro project concessions in state of Arunachal Pradesh where progress on preparation of detailed project report has been achieved. There has been a recent denial of forest clearance to one project i.e. 420 MW that may necessitate the group to further relocate the proposed site or explore other permissible alternatives.

Commenting on the results, T.L.Sankar, Chairman of KSK said:

"We are pleased to note that the operational results have exceeded market expectations in spite of the current challenging times and economic environment. I would place our sincere appreciation to the various investors who have supported KSKPV to help us pursue appropriate business opportunities and achieve strong underlying operational performance.

The year under review has been one of the most turbulent times for the power sector in India and the Indian economy as a whole. The currency depreciation of the Indian Rupee against the US Dollar by c.15% during the year under review, with further depreciation of c.11% during the first three months of the current year, has led to significant foreign currency translation differences, an accounting treatment on account of consolidation, together with increasing costs of imports - both in capital goods and raw materials. Further, with government delays in granting environmental permits and sluggish coal and natural gas production across the country, large sized generation units have been affected, with major efforts needed to synchronise the planned generation with fuel supplies.

However, I am pleased to be able to say that the Group has taken significant steps in addressing these challenges and continue to make good progress in KSK Mahanadi project as well. Towards the close of the year under review and the beginning of current year the Group has been successful in regard to Wardha Power, in respect to executing the necessary Fuel Supply Agreement and securing open access permitting power for supplies to various customer industries. We anticipate Wardha Power to operate above 75% PLF during the current year and achieve margin improvements as a result of lower reliance on imported/e-auction coal. Further, more than half of the fuel supplies to the KSK Mahanadi power project have been addressed. While coal supply uncertainties for the balance of the power plant capacity continue to persist, in line with all other power generators across India, we anticipate that with a dedicated approach and collaboration with local government and also with appropriate strategies to bridge such temporary coal deficits through a mix of domestic and imported sources, the Group is well placed to address these challenges effectively and in a competitive manner.

The lower than expected economic growth rate of India as a whole coupled with the Central Bank's tight monetary policy and associated high domestic interest rate regime have served to strengthen our efforts to pursue all alternatives to refinance the operational assets, more specifically Wardha Power, and bring interest payments back to originally planned targets.

The recent developments in the Indian energy sector, more specifically with respect to acute fuel shortages, slowdown in generation capacity additions by other developers, accumulating receivables of power generators from local utilities, extremely slow government approvals and decision processes, along with the anticipated challenges in the next 24 to 36 months across the power sector in India validate our belief that sustainable and continual progress by power plant developers in India requires them to have a low cost structure base for operations, be innovative, have the ability to adapt to the changing situations including addressing government policy asymmetries and have a flexible approach on the ground to develop and implement strong and sustainable power generation assets.

We anticipate that notwithstanding these challenges across the sector and exchange rate volatility continuing during the current year that would create distortions to immediate term consolidated financials ( on account of accounting treatment with respect to translation differences of currencies), the underlying assets and associated performance will continue to meet expectations. We look forward to the years ahead as KSK emerges as one of the more stable players in the Indian power generation landscape."

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Key business updates

Wardha Warora 540MW

Towards the close of the year under review and the first 12 weeks of the current year of 2012-13, coal supplies commenced from cost plus blocks and power supplies began to be made to power consumers as and when the associated open access was made fully operational. In addition to higher utilisation and associated revenue realisation, it is anticipated that this power plant will continue to operate on a sound financial basis. The continuing cash flows being generated in Wardha Warora will be available to augment further equity infusions for the KSK Mahanadi power project.

 Other Operating Power Assets (393 MW)

The other operating projects consisting of thermal and wind energy projects have been demonstrating sustained generation, with Sai Regency providing exceptional performance with a PLF of 89% and sound financial parameters over the year and continuing. While certain localised issues have impacted the utilisation of the Sitapuram project, with a PLF of 68% during the current year, the lower utilisation at Arasmeta of 49% has been on account of Lafarge not consuming committed power from the expansion unit of 43 MW, while continuing to draw from the initial 43 MW unit. The Group began pursuing remedial actions to implement the committed power purchase agreements with Lafarge and will continue addressing the same during the current year. The operation of VS Lignite at 78% PLF, a lignite power project, demonstrates the intrinsic strength of integrated power plants in India with dedicated access to fuel.

On power pricing and realisations of the current generation portfolio as a whole, we anticipate that industrial customers, who have been experiencing extremely high alternate tariffs and recent hikes from local utilities, will continue to find our power plant tariffs attractive and support the captured business model.

KSK Mahanadi 3.6 GW

Fuel security for the initial units of this large private power plant has been secured through access to the Gare Pelma coal block along with coal linkage. In planning for the second phase of commissioning of the balance units, we continue to anticipate that a suitable fuel solution with respect to re-instating or replacing the Morga-II captive coal block will be achieved. With continual progress on the power plant, we anticipate the Government of India to offer a favourable solution in the coming months with respect to the coal supplies for the balance units, if permission on Morga-II is not forthcoming.

While construction activity of this large, single location, greenfield project has seen good progress during recent months, the commissioning schedules are being planned to synchronise with the fuel supplies and stabilisation. As a result, at least the first unit of 600 MW is now anticipated to commence power generation before end of the financial year 2012-13.

JR Power

JR Power, a thermal initiative of the Group, has experienced early initial progress in Orissa, based on guaranteed coal supplies from the Naini coal block allotted to Pondicherry Industrial Promotion Development and Investment Corporation (PIPDIC). The project company continues with its land acquisition process effort through the state government and is also undertaking initial discussions with potential EPC contractors.

Hydro

With regards to the hydro project portfolio in Arunachal Pradesh, the Group anticipates collaborating with large reputed hydro power plant developers as a potential way to move forward to the next stage of development of these hydro initiatives totalling close to 3+ GW

Wind Initiatives

The Group continues its efforts on this portfolio and has recently secured an additional allotment of wind generation capacity concessions in the state of Karnataka. In addition to advance initiatives on equipment procurement, the Group is planning the necessary preparatory work, including land acquisition efforts, advance equipment ordering to develop these concessions into large wind generation farms.

As regards existing operating wind assets, in line with new strategy of investing only in new generation wind technology and larger capacity wind turbines with potential for higher PLFs, the Group has divested the 52 MW older wind assets (acquired earlier), out of the total operating wind portfolio of 71 MW, during the year under review for a gain while continuing to operate the 19 MW in Sai regency with supplies being made to industrial consumers.

Mineral Interests

With the primary objective of the tie-up of the requisite raw material for power generation by KSKPV's power plants, in addition to facilitating the development of the 210 MT Gare Pelma Sector III coal block in anticipation of commissioning of the first unit of 600 MW at Mahanadi before end of the financial year 2012-13, the Group is continuing to pursue a differentiated approach of collaboration and working on multiple coal development opportunities with an overall strategy to leverage the mining expertise and undertake Mine Developer & Operator ("MDO") activities to work on high opportunity mineral resources of both steam and metallurgical coal specifications. This would enable the Group to strengthen and secure coal supplies for its power plants. Also, the Group has commenced exploring asset and supply opportunities to bridge temporary deficits in coal supplies.

Other Support Infrastructure

The Group continues its current efforts to build and develop various support infrastructure, with good progress being made through Raigarh Champa Rail Infrastructure Private Limited (earlier called KSK Cargo Mover Private Limited) which is building the necessary rail infrastructure in multiple segments for supplies to Mahanadi project, along with KSK Water Infrastructure Private Limited which has also now completed a significant part of the proposed water infrastructure.

Financial Performance

The underlying performance during the current year has been strong and improved from the previous year. However, reported financials have been affected due to the significant Rupee Dollar fluctuation and associated non cash book adjustments for foreign exchange on the offshore supplies with respect to the Mahanadi project. While gross revenue has increased significantly from $226.8 m to $ 383.2m reflecting the robust underlying growth in our operations, operating profits also moved up significantly from $52.5 m to $122.4 m reflecting the healthy operational performance achieved, despite rising fuel costs.

The significant increase of finance costs from $58.6 m to $160.5 m (primarily with $48.5m solely on account of currency exchange effects during the current year) resulted in a decrease in earnings before taxes.

The Profit Before Tax ("PBT") pre FED* stood at $49.6 m as against $ 4.8m for the first half of the current year

Loss after Tax post FED* stood at $9.9m as against $ 35.7 m for the first half of the current year

*FED reflects foreign exchange differences which are primarily on account of translation of foreign currency loans and trade payables.

Tender offer for Shares in Indian Subsidiary

A total of 74,526,091 shares in KSK Energy Ventures Limited ("KSKEV") have been acquired, mostly by the Indian subsidiary, namely KSK Energy Company Private Limited ("KECPL"), under the tender offer and in total KSK Group now owns 279,232,677 shares in KSKEV, representing 74.94 per cent of the issued share capital of KSKEV, through the following companies

KSK Energy Limited, Mauritius 191,222,031 (51.32%)

KSK Power Holdings Limited, Mauritius 8,665,639 ( 2.33%)

KSK Energy Company Private Limited, India 79,345,007 (21.29%)

This acquisition under tender offer for shares in KSK Energy Ventures Limited has been funded through rupee debt financing at the acquiring Indian subsidiary. The terms of financing include an initial moratorium with repayment periods spread over 3 to 5 years thereafter. The facilities have been secured by the pledge of shares in KSK Energy Ventures Limited acquired under the offer and additional shares held by the Group.

Placement of Shares

In March 2012, we announced the successful placing of 7.6m of new ordinary Shares with a range of institutional investors raising £39.5m.

Outlook

While the economic outlook in the short and medium term is challenging and fraught with uncertainties, the Indian economic growth potential and unfulfilled demand for power generation in India is expected to continue through the coming decade. KSK is well positioned in this regard and we have reasonably sized operation asset base coupled with the 3.6 GW project under execution and expect significant margin improvement in the coming year as increased asset utilisation and lower cost fuel supply is implemented at the Wardha Warora Power Plant. We will continue to look for the most efficient forms of debt financing for the Group and its operations

Annual Report

The Annual Report and Accounts for the year ended 31st March 2012 will be mailed to those shareholders who still elect to receive documents in hard copy form shortly and copies of these documents will be available for viewing on the Company's website www.kskplc.co.uk

The Annual Report and Accounts would be uploaded to the national storage mechanism viewing facility and will shortly be available for inspection at www.hemscott.com/nsm.do.

Extract of consolidated and company financial statements for the year ended 31 March 2012

  CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2011

(All amount in thousands of US $, unless otherwise stated)

(See accompanying notes to the Consolidated and Company financial statements)

COMPANY STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2012

(All amount in thousands of US $, unless otherwise stated)

(See accompanying notes to the Consolidated and Company financial statements)

EXTRACT OF NOTES TO CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS

for the year ended 31 March 2012

(All amounts in thousands of US $, unless otherwise stated)

1. Corporate information

1.1. General information

KSK Power Ventur plc ('the Company' or 'KPVP' or 'KSK' or 'Parent'), a limited liability corporation, is the Group's parent Company and is incorporated and domiciled in the Isle of Man. The address of the Company's Registered Office, which is also principal place of business, is Fort Anne, Douglas, Isle of Man, IM1 5PD. The Company's equity shares are listed on the Standard List on the official list of the London Stock Exchange.

The financial statements were authorised for issue by the Board of Directors on 29 June 2012.

1.2. Nature of operations

KSK Power Ventur plc its subsidiaries and joint ventures (collectively referred to as 'the Group') are primarily engaged in the development, operation and maintenance of private sector power projects, predominantly through subsidiaries and jointly controlled entities with multiple industrial consumers in India with next level of growth coming through large base load power plant subsidiaries.

KSK focused its strategy on the private sector power development market, undertaking entire gamut of development, investment, construction, operation and maintenance of power plant with supplies initially to heavy industrials operating in India and now branching out to cater to the needs of utilities and others in the wider Indian power sector.

1.3. Statement of compliance /responsibility statement

The Consolidated and Company financial statements ('financial statements') contained in this document has been prepared in accordance with International Financial Reporting Standard ('IFRS'), and the provisions of the Isle of Man Companies Act 1931-2004 applicable to companies reporting under IFRS.

1.4. Financial period

The Consolidated and Company financial statements cover the period from 1 April 2011 to 31 March 2012, with comparative figures from 1 April 2010 to 31 March 2011.

1.5. Basis of preparation

These financial statements have been prepared under International Financial Reporting Standards ("IFRS").

These Consolidated financial statements have been prepared on the historical cost convention and on an accrual basis, except for the following:

·; derivative financial instruments that are measured at fair value;

·; financial instruments that are designated as being at fair value through profit or loss account upon initial recognition are measured at fair value;

·; available-for-sale financial assets are measured at fair value;

·; employee defined benefit assets are recognised as the net total of the fair value of plan assets, plus unrecognised past service cost and unrecognised actuarial losses, less unrecognised actuarial gains and the present value of the defined benefit obligation; and

·; long term borrowings, except obligations under finance leases that are measured at amortised cost using the effective interest rate method.

The financial statements of the Group and the Company have been presented in United States Dollars ('US $'), which is the presentation currency of the Company. All amounts have been presented in thousands, unless specified otherwise.

Balances represent consolidated amounts for the Group, unless otherwise stated.

Hitherto, the Group and the Company were presenting one statement of comprehensive income. In the current year the Group and the Company has presented two separate statements of income and expenses comprising of an income statement and a statement of comprehensive income. This has been done to better present the result of operations.

The financial statements have been prepared on going concern basis which assumes the Group and the Company will have sufficient funds to continue its operational existence for the foreseeable future covering atleast twelve months.

As the Group has forecast it will be able to meet its debt facility interest and repayment obligations, and that sufficient funds will be available to continue with the projects development, the Group has assumed the going concern basis of preparation for these financial statements are appropriate.

2. Acquisition of non-controlling interest

During the year ended 31 March 2012, the Group has made an open offer to the public equity shareholders of KSK Energy Ventures Limited ('KEVL'), an Indian Listed subsidiary, to acquire up to 74,526,091 equity shares being 20% of the voting share capital of the subsidiary, pursuant to and in compliance with, among others, Regulation 11(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto (the "SEBI (SAST) Regulations" or the "Regulations").

Pursuant to above, KSK Energy Company Private Limited ('KECPL') and KSK Power Holdings Limited ('KPHL') acquired 74,526,091 shares of KSK Energy Ventures Limited ('KEVL') of face value of Rs. 10 (US $ 0.20) each at a premium of Rs 115.34 (US $ 2.32) per share, resulting in increase of the ownership interest of the Group in KEVL from 54.94 percent to 74.94 percent.

The acquisition of interest in subsidiary from non-controlling interest is accounted as an equity transaction, and accordingly no gain or loss is recognised in the Consolidated income statement. The difference of US $ 72,080 between the fair value of the net consideration paid (US $ 187,802) and the amount by which the non-controlling interest (US $ 115,722) is adjusted are debited to 'other reserve' within Consolidated statement of changes in equity and attributed to the owners of the Company.

3. Finance costs

Finance costs comprise:

1Borrowing cost capitalised during the year amounting to US $ 175,849 (2011: US $99,846) to property, plant and equipment at an effective interest rate of 14.14% (2011: 12.57%).

2Net loss on financial liability at fair value through profit or loss above relates to foreign exchange forward contracts that did not qualify for hedge accounting.

4. Cash and short-term deposits

Cash and short-term deposits comprise of the following:

Short-term deposits are made for varying periods, depending on the immediate cash requirements of the Group.

The Group has pledged a part of its short-term deposits amounting US $ 294,416 (2011: US $ 266,473) in order to fulfill collateral requirements.

For the purpose of cash flow statement, cash and cash equivalent comprise:

1Include deposits pledged for availing credit facilities from banks and deposits with maturity term of three months to twelve months.

5. Interest-bearing loans and borrowings

The interest-bearing loans and borrowings comprise of the following:

Total debt of US $ 2,537,961 (2011: US $ 1,600,693) comprised:

§ Long-term "project finance" loans of the Group amounting US $ 1,471,250 (2011: US $ 906,016) is fully secured on the property, plant and equipment and other assets of joint venture and subsidiaries that operate power stations and by a pledge over the promoter's shareholding in equity and preference capital of some of the joint ventures and subsidiaries.

§ The short term loan taken by the Group is secured by the corporate guarantee provided by the Company, fixed deposits of the Group and by pledge of shares held in the respective entities.

§ Buyer's credit facility is secured against property, plant and equipment and other assets on pari-passu basis, pledge of fixed deposits and corporate guarantee of KEVL. These loans bear interest at LIBOR plus 100 to 250 basis points.

§ Cash credit and other working capital facilities are fully secured against property, plant and equipment and other assets on pari-passu basis with other lenders of the respective entities availing the loan facilities.

§ Redeemable preference shares are due for repayment in 2-16 year.

Long-term "project finance" loan contains certain restrictive covenants for the benefit of the facility providers and primarily requires the Group to maintain specified levels of certain financial ratios and operating results. The terms of the other borrowings arrangements also contain certain restrictive covenants primarily requiring the Group to maintain certain financial ratios. As of 31 March 2012, the Group has complied with the relevant covenants.

The fair value of borrowings at 31 March 2012 was US $ 2,537,553 (2011: US $ 1,601,790). The fair values have been calculated by discounting cash flows at prevailing interest rates.