The Directors submit the Annual Report of the Company along with Audited Financial Statements for the financial year ended March 31,2015. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Results

                                                           Rs. In Lakhs

Particulars                              31st March          31st March
                                            2015                2014

Income from operations                     2,832.54            4,322.99

Other Income                                  28.59               33.89

Total Revenue                              2,861.13            4,356.88

Operating Profit/Loss (EBIDTA)             (498.31)              305.38

Interest                                   4,029.06            4,707.72

Depreciation/Amortization                  3,277.24            4,618.52

Less Exceptional items                       634.39            6,495.49

Profit before tax                        (8,439.00)         (15,516.35)

Deferred Tax                                      -            3,434.43

Profit after tax (PAT)                   (8,439.00)         (12,081.92)

2. Subsidiary Companies

The Company has 15 subsidiary companies as on March 2015; There are associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Clause 41 of the Listing Agreement, your Company had prepared consolidated financial statements of the company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the Annual Report.

The annual financial statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholder/s during working hours at the Company's registered office and that of the respective subsidiary companies concerned. Details of developments of subsidiaries of the Company are covered in the Management's Discussion and Analysis Report which forms part of this Report.

3. Directors and key managerial personnel

Mr. Srinivasan, Managing Director, stepped down from the Board of the Company on Feb 2, 2015 due to personal reasons. He was associated with the Company for the past two years. The Board places on record its appreciation of the invaluable contribution and guidance provided by him.

Mr. Natarajan Ranganathan and Mr. Lakdawala Turab Mohd Hussein, Independent Directors of the Company also resigned from the Board on Feb 2, 2015 due to their personal reasons.

Mr. C N Radhakrishnan was appointed as Managing Director & Chief Executive Officer of the Company with effect from 2nd February 2015. He is a Management graduate from XLRI, Jamshedpur majoring in Finance and Systems. He is a Post Graduate Diploma in Computer Management from University of Pune. He is currently holding a senior position in Varkey Group and a Board Member of GEMS Education. He has been leading the Varkey Groups Education business interest in India viz GEMS India, Everonn Education and Dream India Schools.

Mr. Ajay Shetty, was appointed as an Additional Director of the Company with effect from 2nd February, 2015 to hold office upto the ensuing Annual General Meeting.

Mr. Sandeep Maniyar was appointed as Additional Director with effect from 2nd February, 2015. The Board also appointed him as an Executive Director and Chief Financial Officer with effect from the same date for a period of three years.

In accordance with the provisions of Section 149 of the Companies Act, 2013, Mr. Mustafa Shariff and Ms. Priyanka Gupta, were appointed as Independent Directors of the Company with effect from 2nd February 2015 and 23rd May 2015 respectively.

The resolutions seeking approval of the Members for the appointment of Mr. C N Radhakrishnan, Mr. Ajay Shetty, Mr. Sandeep Maniyar, Mr. Mustafa Shariff and Ms. Priyanka Gupta have been incorporated in the notice of the forthcoming Annual General Meeting of the Company along with brief details about them. The Company have received notices under Section 160 of the Act along with the requisite deposit proposing the appointment of Mr. Ajay Shetty and Mr. Sandeep Maniyar.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. C N Radhakrishnan, Chief Executive Officer and Managing Director, Mr. Sandeep Maniyar, Executive Director and Chief Financial Officer and Mr.N.P. Mathi Lingan, Company Secretary as key managerial personnel of the Company were formalized.

4. Auditors

M/s. P. Chandrasekar, Chartered Accountants, Statutory Auditors of the Company holds office upto the date of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. P. Chandrasekar, Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the Sixteenth AGM to be held in the year 2016, subject to ratification of their appointment at every AGM.

5. Number of Meetings of the Board

Six meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

6. Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

7. Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

8. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

9. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

10. Auditors' report and secretarial auditors' report

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

11. Risk management

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

12. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

13. Transactions with related parties

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report.

14. Corporate social responsibility

All though the provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility is not applicable to the Company, the Company has voluntarily initiated CSR activities by committing itself towards spreading quality education across rural India. Your Company will augment its corporate social responsibility initiatives and will focus on building an equitable society for sustainable development and all- around growth. Everonn strongly believes that by giving back to society, it can contribute to a growing economy as well as build stronger and prosperous communities. Through this initiative, Everonn's employees, education content & technological strength aim to make a difference in many students' lives and their learning experiences.

15. Conservation of Energy, Technology Absorption And Foreign Exchange Earnings And outgo:

The Companies policy on conservation of energy, technology and Foreign Exchange Earnings & outgo is as provided hereunder:

(i) Conservation of Energy - The Company has planned and installed equipments in a manner that maximum energy is conserved

(ii) The Company's business being IT education, every effort is made to ensure that changes in technology are communicated throughout the organization at every stage.

(iii) The foreign exchange earnings and outflows are detailed below

                                                             Rs. in 000

                                            Year Ended       Year Ended
              Particulars                   31-03-2015       31-03-2014

Business Associate Expenses                       712                -

Travel and Conveyance                             408            3,975

Testing and other Services                      2,574            4,395

16. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Our directors' of the Company does not get any remuneration from our Company so the ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year does not arise.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

NIL

c. The percentage increase in the median remuneration of employees in the financial year: NIL

d. The number of permanent employees on the rolls of Company is 1056.

e. The explanation on the relationship between average increase in remuneration and Company performance:

There is no increase in remuneration of employees so explanation in this regard does not arise.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY15 ( Rs.in lakhs) 67.70

Revenue ( Rs.in lakhs)                                    2,861.13

Remuneration of KMPs (as % of revenue)                        2.37

Profit before Tax (PBT) ( Rs.in lakhs)                  (8,439.00)

Remuneration of KMP (as % of PBT)                           (0.80)

Particulars                      March 31,       March 31,     % Change
                                 2015            2014

Market Capitalisation            5387.74         8729.81        (38.28)
( Rs. in Lakhs)

Price Earnings Ratio              (0.64)          (0.69)         (7.35)

Particulars                         March 31,    Aug, 2007     % Change
                                    2015           IPO

Market Price ( BSE )                 22.40         140          (84.00)

Market Price ( NSE )                 22.00         140          (84.28)

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial emuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

None

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

                        Mr.CN. Radhakrishnan      Mr. Sandeep Maniyar

Remuneration in
FY 15
(Rs in lakhs)                 Nil                         Nil

Revenue
(Rs in lakhs)                         2,861.13

Remuneration as
% of revenue                  Nil                         Nil

Profit before Tax
(PBT) (Rs in lakhs)                 (8,439.00)

Remuneration
(as % of PBT)                 Nil                         Nil

                       Mr. N P Mathi Lingan       Mr. Ganapathy Puranik

Remuneration in
FY 15
(Rs in lakhs)                  13.70                       54.00

Revenue
(Rs in lakhs)                              2,861.13

Remuneration as
% of revenue                   0.48                         1.88

Profit before Tax
(PBT) (Rs in lakhs)                      (8,439.00)

Remuneration
(as % of PBT)                 (0.16)                      (0.64)

k. The key parameters for any variable component of remuneration availed by the directors:

Directors are not paid any remuneration other than sitting fees for independent directors.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

Directors are not paid nay remuneration other than sitting fees for independent directors.

m. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

17. Fixed Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

18. Listing of Shares

The Equity Shares of your Company have been listed on National Stock Exchange Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Listing fees for the year 2014-15 have already been paid to BSE and NSE. The custodial fees payable to depositories namely NSDL & CDSL have also been remitted by the Company.

19. Corporate Governance Report & Management Discussion And Analysis

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis are attached and forms part of this report.

20. Extract of annual return

As provided under Section 92(3) of the Act, the extract of Annual Return is given in the prescribed Form MGT-9, which forms part of this report.

21. Disclosure requirements

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

As per Clause 55 of the listing agreements entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report.

Details of the familiarization programme of the independent directors are available on the website of the Company (URL: www.everonn.com/investors).

Policy for determining material subsidiaries of the Company is available on the website of the Company (URL:www.everonn.com/investors)

Policy on dealing with related party transactions is available on the website of the Company (URL: www.everonn.com/investors).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.everonn.com/investors).

22. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

23. Statutory Disclosure

None of the Directors of your Company are disqualified as per provisions of Section 164 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act and Clause 49 of the Listing Agreement.

24. Compliance Certificate

A Certificate from the Mr. S Hari Krishnan, Practicing Company Secretaries (Membership No. ACS 13740) regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached as annexure to this report.

25. Acknowledgement and Appreciation

Your Directors take this opportunity to express their deep sense of appreciation of all the employees whose outstanding professionalism, commitment and initiative has made the organization's growth and success possible and continues to drive its progress.

Your Directors also would like to convey their appreciation for the support and co-operation received during the year under review, from all the Bankers, Government Authorities, Regulators, Stock Exchanges, Shareholders, other Stakeholders, Clients, Vendors, Partners and other Business Associates.

                                       For and on Behalf of the Board

                                  Sandeep Maniyar     C N Radhakrishnan
                               Whole-time Director    Managing Director