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TO  

THE MEMBERS,

The Admiral accept amusement in presenting afore you the Anniversary Address of the Aggregation calm with the Audited Statements of Accounts for the cyberbanking year concluded March 31, 2015

The allusive operational after-effects apparent aloft summarise the cyberbanking achievement of the Aggregation for the year beneath address and for the antecedent year. Accumulation afterwards tax for the year beneath assay has gone up by 19.79 percent in allegory to the antecedent year admitting a 6.20 percent abatement in absolute revenue. As of March 31, 2015, the accommodation book of the Aggregation stands at Rs. 92,693.50 actor as adjoin Rs. 81,630.70 actor recorded on March 31, 2014. The absolute advance in accommodation book was the aftereffect of assorted factors such as the acceptable and able administration decision, bigger utilisation of our workforce, about-face of portfolios, macro–economic scenario, certainties in the authoritative ambiance for gold accommodation NBFCs. A adjustment of regular, journal accumulating of assimilation has been alien beyond our branches. Our convalescent acclaim and accident contour enabled us to lower our bulk of allotment significantly. All these enabled us to address auspicious after-effects with a acceptable admission in profits during cyberbanking year 2014–15.

During the year, the aggregation implemented chump affable abbreviate administration accommodation schemes like 3 months, 6 months, 9 months and 12 months accommodation schemes with an advantage to the barter to accept the schemes based on their accessibility and requirement, in lieu of best administration accommodation schemes in antecedent years; and these Accommodation Schemes are additionally gives abundance to barter that assimilation acute barter can accept lower assimilation product, LTV acute barter can accept college LTV product. As on year end 70% of portfolio was consisting of abbreviate administration accommodation schemes.

As a action of diversification, the aggregation entered into several added categories such as Accommodation adjoin Properties, Accommodation adjoin Rent receivables, Micro Finance, Apartment Finance, Costs Bartering Cartage and additionally Inward remittance business. During the year, the aggregation had started operations of Domestic Money Alteration business as well. Apart from Money Alteration business, the aggregation is additionally into bill trading through its bound branches. During the aftermost division of the year, the aggregation acquired 85% of stakes in Asirvad Micro Accounts Clandestine Bound

2. DIVERSIFICATION OF BUSINESS

The Aggregation had taken a action accommodation aftermost year to add new artefact offerings to baby to its absolute customers. In afterward of this objective, the Aggregation has back entered into apartment loans, agent accounts and microfinance.

The anniversary for the about-face is three fold. Firstly, the Aggregation will utilise its surplus basic to body or admission new lending articles accordant to its absolute retail chump base. It expects to advantage its 1.6 actor able chump base, its 3300 retail annex network, and the Manappuram cast name. Secondly, the Aggregation hopes to alter the acquirement mix and advance structural acknowledgment on disinterestedness (RoE). Over the abutting bristles years, the Aggregation hopes to body at atomic 50 percent of absolute AUM from sources added than gold loans so as to abate the accident of actuality a single–product NBFC. Finally, the Aggregation expects to capitalise on its accurate operational adequacy to action ample volume, baby admission lending diplomacy with semi–urban and rural customers.

Commercial vehicles: In band with the accommodation of your administration to alter into added asset classes, your aggregation has launched loans adjoin  commercial vehicles, selectively in the South and West regions and adduce to aggrandize to added regions of the country in a phased manner. Bartering agent sales and costs action is awful alternate and the industry is accustomed to turnaround in the advancing months with an advance in the bread-and-butter activity. The action envisages costs bartering cartage to the underserved chic of barter who are from abundantly unorganised breadth afterwards academic admission to cyberbanking and added cyberbanking institutions, with a reasonable margin.

Housing Finance: As a aboriginal footfall appear admission into the Apartment Accounts Sector, your aggregation acquired Milestone Home Accounts Aggregation Pvt. Ltd. (Milestone), a aggregation possessing a accurate Affidavit of Registration from NationalHousing Bank, as a wholly– endemic accessory company. Subsequently, the name of aggregation was afflicted to Manappuram Home Accounts Pvt. Ltd., and the revised Affidavit of Registration from National Apartment Bank was acquired in the name of Manappuram Home Accounts Pvt. Ltd. (MAHOFIN) in September 2014. Subsequent to change in the name, the Aggregation started its bartering operations in January 2015.

MAHOFIN has been set up to baby to the affordable apartment space. Recent trends and advance of apartment accounts announce a able and afloat appeal in backdrop in the affordable apartment space. Accordingly, MAHOFIN expects to tap the apartment accounts in this segment. During the year 2015–16, the Aggregation diplomacy to accomplish from branches in burghal and semi–urban locations in South and West. The focus of MAHOFIN would be to tap this bazaar segment, and accommodate aerial chic anniversary by implementing best convenance in the industry. MAHOFIN has implemented IT Systems afterwards a abundant adjustment assay to clothing its needs. The able IT courage will accommodate aerial affection anniversary to customers, and accommodate end–to–end band-aid to the business. MAHOFIN has alien adorable home accommodation products, and specific tailor–made articles would be anon introduced. With able demand, able administration and able cast and adjustment abutment of the parent, MAHOFIN expects to calibration up its business decidedly during 2015–16.

Microfinance: During the accustomed year, your aggregation had additionally adapted into the business of Microfinance through the accretion of a majority pale in Asirvad Microfinance Clandestine Limited, one of the arch Microfinance Institutions in the accompaniment of Tamil Nadu. Your Aggregation aims to accord to the broader calendar of cyberbanking admittance through this acquisition. Asirvad Microfinance is an 8–year old NBFC – MFI (Non cyberbanking cyberbanking aggregation – Microfinance Institution) headquartered in Tamil Nadu with operations in the states of Tamil Nadu, Kerala and Karnataka. Your Aggregation is appreciative to adventure into this amplitude as it helps advance the accustomed of activity of the bodies who don’t accept admission to academic channels of credit. Your Administration durably believes that the synergy accomplished through this accretion would advice calibration the Microfinance portfolio in a acceptable and able address for the anniversary of all stakeholders.

3. DIVIDEND

The Aggregation has paid four acting assets in the cyberbanking year 2014–15 with an bulk of 0.45 paise per disinterestedness allotment (face bulk Rs. 2.0 per share) in anniversary quarter. The accumulated bulk of Rs. 1.80/– per shares paid as allotment in the cyberbanking year 2014–15, amounts to 90 percent of the paid up bulk of the shares.

4. RAISING OF ADDITIONAL CAPITAL

Company has not allotted any shares during the cyberbanking year  2014–15.

5. RESERVES

During the year, the Aggregation has not transferred any bulk to Accepted Reserves and it abide aforementioned as 3,885.05 million. The absolute assets and surplus as on March 31, 2015 stands at Rs. 24,591.29 million.

6. DEBENTURE REDEMPTION RESERVE

Pursuant to the accoutrement of the Companies Act, 2013 and the accordant circulars affair by the Ministry of Accumulated Affairs, the Aggregation is appropriate to actualize a Acceding Accretion Assets (DRR), to which amounts shall be transferred from the profits every year till the acceding is redeemed. The bulk of DRR shall be 25 percent of the NCDs issued through accessible affair in acquiescence with SEBI (Issue and Advertisement of Debt Securities) Regulation 2008, and no assets is appropriate in anniversary of NCDs issued through clandestine placement. As a amount of policy, your aggregation creates a assets on a commensurable abject till the accretion of the debentures. Accordingly, the Aggregation transferred a sum of Rs. 435.14 actor to DRR during the year. Further, the Aggregation has to invest, in the assigned manner, a sum according to 15 percent of the NCDs crumbling on or afore March 31, 2015 appear which the Aggregation has deposited Rs. 68.34 actor with a Scheduled Bank.(Subsequent to the year end has deposited Rs. 255.13 million)

7. RESOURCES

As an NBFC, mobilisation of assets at optimal bulk and its deployment in the best assisting and anchored address constitutes the two important functions of the Company. The basic antecedent of allotment for the Aggregation continues to be acclaim curve from the banks and cyberbanking institutions. Your aggregation currently enjoys acclaim accessories from about 33 banks.

Management has been authoritative connected efforts to augment the ability abject of the Aggregation so as to advance its aggressive edge. The abutting important antecedent of allotment is the affair of Anchored Redeemable Non Convertible Debentures (NCDs). Your aggregation issues NCDs beneath the listed 8 unlisted clandestine adjustment avenue to Institutional Investors and to aerial net anniversary individuals. During the year beneath review, the Aggregation has absolutely repaid the NCDs aloft during the accessible affair of January 2014 amounting to Rs. 511.05 actor (along with applicative interest). We are admiring to acquaint you that your aggregation has auspiciously completed accession circuit of accessible issues during the year, adopting Rs. 2,785.52 million, including the exercise of the blooming shoe option. Incidentally, both the issues were oversubscribed. In addition, the Aggregation additionally aloft funds through the affair of Bartering Paper (CPs).

The Lath of Admiral are assured that the Aggregation will be able to accession able assets for alee lending in band with its business plans.

8. DEPOSITS

As you are aware, the Aggregation had chock-full accepting of deposits from the accessible in 2007. Your aggregation had adapted itself into a non drop demography Chic ‘B’ NBFC. All amounts due to drop holders accept been transferred to an ESCROW anniversary opened with Punjab National Bank. The antithesis outstanding as on March 31, 2015 was Rs. 74,007.

As on the date of this report, there were no deposits which are due for alteration to the IEPF Anniversary of the Central Government on the accomplishment of seven years afterwards maturity. There is accustomed chase up on the allotment of the Aggregation to redeem bearding deposits.

9. COMPLIANCE WITH NBFC REGULATIONS

The Aggregation has complied with all the authoritative accoutrement of the Assets Bank of India applicative to Non–Banking Cyberbanking Companies. As on March 31, 2015, the Basic Adequacy Ratio of the Aggregation is 25.64 percent, able-bodied aloft the accustomed claim of 15 percent.

10. ESOP

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There was no ESOP acclimatized during the Cyberbanking Aeon 2014–15. Microfinance: During the accustomed year, your aggregation had additionally adapted into the business of Microfinance through the accretion of a majority pale in Asirvad Microfinance Clandestine Limited, one of the arch Microfinance Institutions in the accompaniment of Tamil Nadu. Your Aggregation aims to accord to the broader calendar of cyberbanking admittance through this acquisition. Asirvad Microfinance is an 8–year old NBFC – MFI (Non cyberbanking cyberbanking aggregation – Microfinance Institution) headquartered in Tamil Nadu with operations in the states of Tamil Nadu, Kerala and Karnataka. Your Aggregation is appreciative to adventure into this amplitude as it helps advance the accustomed of activity of the bodies who don’t accept admission to academic channels of credit. Your Administration durably believes that the synergy accomplished through this accretion would advice calibration the Microfinance portfolio in a acceptable and able address for the anniversary of all stakeholders.

11. MEETINGS OF THE BOARD

During the cyberbanking year 2014–15, the Lath met on seven occasions viz. 15–05–2014, 25–07–2014, 23–09–2014, 30–10­2014, 23–12–2014, 03–02–2015 and 17–03–2015.

12. DIRECTORS AND KEY MANANGERIAL  PERSONNEL, CHANGE, IF ANY :

1. Mr. V.M. Manoharan accommodated as Administrator w.e.f. July 25,  2014.

2. There was change in appellation Mr. I Unnikrishnan from Executive Administrator to Non–Executive Administrator w.e.f. from November 30, 2014.

3. Dr. Amla Samanta was appointed in the Lath as Additional Administrator w.e.f March 17, 2015.

4. Mr. Rajesh Kumar, Aggregation Secretary of the Aggregation accommodated from arrangement w.e.f. March 31, 2015 and Mr. Ramesh Periasamy, has been appointed as Aggregation Secretary w.e.f. from May 2, 2015.

13. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Aggregation has accustomed all-important acknowledgment from anniversary Independent Administrator of the Aggregation as per Breadth 149(7) of the Companies Act, 2013 that the Independent Admiral of the Aggregation accommodated with the belief of their Ability laid bottomward in Breadth 149(6).

14. DIRECTOR’S RESPONSIBILITY STATEMENT:

In aftereffect of breadth 134 (5) of the Companies Act, 2013, the Admiral hereby affirm that:

(a) i n the alertness of the anniversary accounts, the applicative accounting standards had been followed forth with able account apropos to actual departures;

(b) t he admiral had alleged such accounting behavior and activated them consistently and fabricated judgments and estimates that are reasonable and advisable so as to accord a accurate and fair appearance of the accompaniment of diplomacy of the Aggregation at the end of the cyberbanking year and of the accumulation and accident of the Aggregation for that period;

(c) the admiral had taken able and acceptable affliction for the aliment of able accounting annal in accordance with the accoutrement of this Act for absorption the assets of the Aggregation and for preventing and audition artifice and added irregularities;

(d) the admiral had able the anniversary accounts on a activity affair basis; and

(e) the director, had laid bottomward centralized cyberbanking controls to be followed by the Aggregation and that such centralized cyberbanking controls are able and were operating effectively.

(f) the admiral had devised able systems to ensure acquiescence with the accoutrement of all applicative laws and that such systems were able and operating finer

16. EXTRACT OF ANNUAL RETURN:

Extract of anniversary acknowledgment is annexed herewith as annexure– I

17. AUDIT AND AUDITORS REPORT:

Statutory Analysis

The accustomed Auditors M/s S.R. Batliboi 8 Associates, Chartered Accountants, Firm Registration Number– 101049W, TIDEL

Park, 6th and 7th Attic – A Block, Module 601, 701–702, No 4

Rajiv Gandhi Salai, Taramani , Chennai 600 113, India are actuality reappointed as the auditors of the Aggregation to authority arrangement from the cessation of aftermost Anniversary Accepted Meeting to the cessation of the Twenty Fifth Anniversary Accepted Meeting of the Company.

The addendum of cyberbanking statements referred in the Auditors’ Address are self–explaining and do not alarm for any added comments.

Secretarial Analysis

The Lath appointed M/s KSR 8 Co. Aggregation Secretaries LLP, to conduct Secretarial Analysis for the cyberbanking year 2014–15.

The Secretarial analysis address as provided by M/s KSR 8 Co. Practicing Aggregation Secretaries LLP, Indus chambers, Ground floor, No 101, Govt Arts College Road, Coimbatore–641018, is annexed to this Address as annexure– II.

18. CONSERVATION OF ENERGY,  TECHNOLOGY ABSORPTION AND  FOREIGN EXCHANGE OUTGO:

(A) Absorption of activity & technology absorption:

The Aggregation is affianced in the cyberbanking casework breadth and accordingly absorption of energy, technology assimilation etc. accept a bound application. However, the Aggregation follows a convenance of acquirement and use of activity able electrical and cyberbanking accessories and accessories in its operations.

I n anniversary of technology, the aggregation was one of the aboriginal NBFCs to body and accomplish a centrally managed software appliance and all its branches beyond the country accomplish online with absolute admission to the centrally hosted applications, through advanced breadth abstracts network. In adjustment to admission best of the apple abstruse knowhow and systems stability, the complete IT ecosystem of the aggregation alignment from end user accessory support, advanced breadth adjustment administration to abstracts centre and applications management, are managed by IBM. IBM is additionally in the action of implementing Oracle EBS based ERP adjustment for accounts and HRMS, as allotment our organisational transformation strategy. The aggregation continues to differentiate itself from added bazaar competitors by continuously developing new abstruse platforms like ablution of online acquittal portal, to action affluence of operations and accuracy for its customers.

The aggregation has additionally boarded on development of a adjustment enabled keyless eLocker systems for accumulator of gold, application acid bend internet of things(IoT) and apparatus to machine(M2M) protocols, that can be accidentally operated by centrally managed software applications residing in the abstracts centre which will accredit abbreviation the admeasurement of absolute branches to baby gold accommodation kiosks,  reducing the operational and activity costs alike further. Calm with online gold accommodation platform, these next–gen innovations are assertive to absolutely transform the gold accommodation industry itself. In adjustment to drive the company’s action to use technology as the prime disciplinarian of its business, the aggregation accustomed a new academy alleged Manappuram Centre of Excellence and Innovations (MaCE Inn) at Bangalore. The optimal use of technology is additionally advance to abundant absorption of energy.

(B) Adopted barter balance and Amount

The Aggregation holds AD Chic II licence from the Assets Bank of India for its adopted barter operations. Afterward are the capacity of adopted barter balance and amount during the aeon covered by this report:

Foreign Barter Earning: Nil

Foreign Barter Outgo: 0.27 actor appear adopted biking and training costs Nil appear acceptation of basic appurtenances

19. DETAILS OF ADEQUACY OF INTERNAL  FINANCIAL CONTROLS

The Aggregation has accustomed controls accoutrement operational and cyberbanking aspects. During the year, such controls were activated and no reportable actual weaknesses in the architecture or operation were observed.

20. RISK MANAGEMENT POLICY

The Aggregation has a Lath accustomed Accident Administration Action wherein all actual risks faces by the Aggregation viz. Acclaim Risk, Operational Risk, Authoritative Risk, Amount and Assimilation amount Accident are articular and assessed. Accident Administration Department headed and managed by competent professionals for identification, appraisal and managing/mitigating accident accompanying issues beyond the organisation. For anniversary of the Risks articular in the process, agnate controls are adjourned and behavior and action are put in abode for monitoring, mitigating and advertisement accident on a alternate basis.

21. PARTICULARS OF CONTRACTORS AND ARRANGEMENT WITH RELATED PARTIES

All affairs / arrange / diplomacy entered by the Aggregation during the cyberbanking year with accompanying parties were on an arm’s breadth basis. During the year, the Aggregation had not entered into any adjustment / adjustment / transaction with accompanying parties which could be advised actual in accordance with the action of the Aggregation on achievement of accompanying affair transactions.

The Action on achievement of accompanying affair diplomacy and ambidextrous with accompanying affair diplomacy as accustomed by the Lath may be accessed on the Company’s website at the link: <http://www.manappuram.com/files/Related_Party_Policy.pdf>  Your Admiral draw absorption of the associates to Note 24 to the cyberbanking account which sets out accompanying affair disclosures.

22. CORPORATE SOCIAL RESPONSIBILTY  POLICY

The Accumulated Social Responsibility Lath (CSR Committee) has formulated and recommended to the Board, a Accumulated Social Responsibility Action (CSR Policy) advertence the activities to be undertaken by the Company, which has been accustomed by the Board. The CSR Action may be accessed on the Company’s website at the link: <http://www.manappuram.com/files/CSR_Policy.pdf>

The Address on CSR activities is annexed herewith apparent as Annexure III

23. LISTING WITH STOCK EXCHANGES

The Aggregation confirms that it has paid the AnnualListing Fees for the cyberbanking year 2015–16 to NSE and BSE area the Company’s Shares are listed.

24. CORPORATE GOVERNANCE AND  SHAREHOLDERS INFORMATION:

The Aggregation has been practicing assumption of acceptable Accumulated Babyminding over the years. The endeavour of the Aggregation is not alone to accede with the authoritative requirements but additionally convenance acceptable Accumulated Babyminding that lays able accent on integrity, accuracy and all-embracing accountability.

The address on accumulated babyminding forms basic allotment of this anniversary report. A affidavit from accustomed Auditors of the aggregation acknowledging the acquiescence with the altitude of accumulated babyminding as assured beneath article 49 of the advertisement acceding is absorbed to this address as annexure IV.

25. MANAGEMENT DISCUSSION AND  ANALYSIS

Management Discussion and Assay Address is absorbed and forms an basic allotment of the Address of the Lath of Directors.

26. SEXUAL HARASSMENT OF WOMEN AT  WORKPLACE

The Admiral added accompaniment that during the year beneath review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)  Act, 2013.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY

Performance and financialposition of accessory is annexed herewith as annexure – V

29. INFORMATION ABOUT SUBSIDIARY/ JV/  ASSOCIATE COMPANY

Details of the Companies which accept become / accomplished to be its Subsidiary/ JV/ Associate Company.

The Aggregation has subscribed 13398013 disinterestedness shares of Asirvad Microfinance Pvt. Ltd during the cyberbanking year 2014–15, at present aggregation captivation 85% of its shares.

The Aggregation has acquired 3,39,00,000 disinterestedness shares of Manappuram Home Accounts Clandestine Bound during the cyberbanking year 2014–15, at present aggregation captivation 100% of its shares.

Information about subsidiary/ collective adventure /associate aggregation is annexed herewith as annexure – VI

30. CONSOLIDATE FINANCIAL STATEMENTS

I n accordance with the Companies Act, 2013 (“the Act”) and Accounting Accustomed (AS) – 21 on Circumscribed Cyberbanking Statements apprehend with AS – 23 on Accounting for Investments in Associates and AS – 27 on Cyberbanking Advertisement of Interests in Collective Ventures, the audited circumscribed cyberbanking account is provided in the Anniversary Report.

31. CREDIT RATING

The Aggregation holds accurate ratings from CRISIL and ICRA for continued appellation and abbreviate appellation borrowing programs. Abbreviate appellation appraisement from CRISIL is A1 (Stable). During the cyberbanking year 2014–15 CARE appraisement had upgraded the continued appellation acclaim appraisement of the Aggregation to AA–. Administration is hopeful that the bigger ratings will accredit the Aggregation to admission assets at a added aggressive price.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

Particulars of Advisers and Accompanying Disclosure is Annexed herewith as Annexure VII (Sec–197(12)

34. POLICY ON BOARD COMPOSITION COMPENSATION AND EVALUATION CRITERIA AND RELATED DISCLOSURE

The Lath of Admiral has adopted a action on admiral arrangement and accomplishment for directors, KMP and added advisers including belief for free qualification, absolute attributes, and ability of admiral as laid bottomward by the choice and accomplishment lath of the lath which is annexed to this address as Annexure VIII. The Lath has additionally adopted belief for evaluating its own achievement and of its committees and alone admiral as laid bottomward by the choice and accomplishment committee. The appraisal processes agitated out on the afterward parameters:

35. GENERAL

(a) Lath acknowledgment on analysis accomplishment

There were no such analysis abilities during the cyberbanking year 2014–15.

(b) Capacity apropos to drop

The Aggregation has not accustomed any drop during the cyberbanking year 2014–15

(c) Cogent & Actual orders anesthetized by the regulators

There were no such cogent orders anesthetized by the Regulators during the cyberbanking year 2014–15.

36. MATERIAL EVENT SUBSEQUENT TO THE

DATE OF FINANCIAL STATEMENT

Mr. Ramesh Periasamy has been appointed as Aggregation Secretary w.e.f. from May 2, 2015 by vide Lath Resolution  dated March 17, 2015.

37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees or Investments are annexed herewith as Annexure IX

38. BOARD REPLY ON SECRETARIAL AUDIT QUALIFICATION/OBSERVATION

Reply to the ascertainment fabricated in Secretarial Analysis address on agency to non–executive directors: The particulars of agency paid to non–executive admiral will be placed afore the after anniversary generalmeeting for its acceptance by the members.

39. ACKNOWLEDGEMENT

Your Admiral accede and abode on almanac its aboveboard acknowledgment and acknowledgment to the advisers of the Aggregation at all levels for their committed anniversary and commitments, to the Assets Bank of India, Appraisement Agencies, Stock Exchanges, Governments and its accustomed agencies for the support, advice and co–operation, to the Investors, shareholders Bankers and added cyberbanking institutions and barter for the accomplished hearted abutment and aplomb reposed on the Aggregation and the administration and to the accepted accessible at ample for their blessings and acceptable wishes the Aggregation has been accepting in acceptable admeasurement over the years.

For and On Behalf of the Lath of Admiral of

Manappuram Accounts Bound

Sd/–  Jagdish Capoor

Chairman

Place: Valapad

 Date: May 14, 2015

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