The Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31th 2015.

1. Financial summary or highlights/Performance of the Company

       Particulars                       Year ended on    Year ended on
                                          31/03/2015        31/03/2014

Total Revenue from operation                 64684770         75631791

Total Expenditure                            62639468         81654366

Less: Tax Expenses                            677200          (667102)

Add: balance brought forward                 1643547           3472931

Balance carried forward to Balance           3011649           1643547
Sheet

2. Slate of Company's affair

The company is now mainly engaged in the business of merchant exporting of footwear. With this change of business strategy, the company has earned a profit of Rs. 2045302/- before tax after providing for depreciation of Rs 1514652/- as compared to last year's loss of Rs. 2496486/-. No Material changes has been occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report also there is no change in the nature of the business of the company during the year. The CSR provisions were not applicable on the company during the year under review. No deposits were accepted or remain unpaid, nor did any default occur during the year.

3. Reserves and Dividends

No amount is transferred to the general reserve of the company during the year. Also. Board of Director's do not recommended any dividend for the financial year 2014-15.

4. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has a well placed proper and adequate internal control system commensurate with the size and nature of its business. The Board has appointed Internal Auditors to more strengthen the internal control system. Internal Auditors directly reports to the Audit Committee or Board of Directors of the Company. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations.

5. Directors and KMP's

Mr. Deepak Mehrotra and Mr. Rajeev Agarwal has been appointed as independent director on 21st March, 2015. Also, Ms. Parul Jain has been appointed as Company secretary and Mr. Krishna Singh as Chief Financial Officer. Mrs. Renu Agarwal was re-appointed as director in the last AGM held on 29.09.2014 when retired by rotation.

The Board has met 5 tunes during the year 30.05.2014. 14.08,2014, 14.11.2014. 31.01.2015 and 21.03.2015 of which meetings proper notices has been given. In accordance with the new- Companies Act, the Audit Committee. Nomination and Remuneration Committee, Stakeholder Relationship Committee & Vigil Mechanism was duly formulated. Mr. Anil Agarwal (Managing Director) was appointed Chairman of Audit committee along with Mr. Rajeev Agarwal (Independent Director) and Mr. Deepak Mehrotra (Independent Director) of the Company. Further Ms. Renu Agarwal, Mr Lalit K, Chhawchharia. Mr. Deepak Mehrotra and Mr. Rajeev Agarwal were appointed as members of Nomination and Remuneration Committee.

6. Statutory Auditors and Report

B, Chhawehharia & Co. (FRN-305123E) Chartered Accountant continue to be the statutory auditors of the company having been appointed for 3 years up to 2017 in the last AGM.

With reference to the qualification made in the Auditor Report in relation to not disclosing particulars as required in pursuance to Accounting Standard-15 "Employee Benefit", the members are informed that the same was not possible since it is not received from LIC respect to the Employee Gratuity Fund.

7. Secretarial Audit Report

A Secretarial Audit Report given by M/s Akarshika Goel & Co. (C.P. No 12770) a company secretary in practice is annexed herewith. With reference to the qualifications made under Secretarial Audit Report the members are informed:-

(a) In respect to the members who are promoters containing more than 900 members, the company has already initiated action to transfer the same to public holdings.

(b) Regarding e-voting the same has been complied with.

(c) Since, there is absolutely 'NIL' volume of trading of the Company's share on CSE and the company shares are actively traded in BSE, the company has decided to delist its shares from CSE.

8. Share Capital

No equity shares. Sweat equity. Stock Options was made during the year. No money was advance by the Company to purchase the Company's Share.

9. Details of Subsidiary and its performance and financial position

The company has a subsidiary company i.e. Blackberry Properties Advisory' Private Limited. Its registered office is at 5-F, Everest 46/C, Chowringee Road, Kolkata-700071. The Blackberry Property Advisory Private Limited does not have any business operation. However it gets a rent from a premise which is rented out. The company has earned a net profit of Rs.264268 /- as compared to last year's loss of Rs. 43620.00/-

10. Particulars of loans, guarantees or investments under section 186

The company has deployed funds in interest bearing ICD's during the year to M/s WIG Brothers Cons. Private Limited. The loan has been approved by the board and interest is being received regularly.

11. Particulars of contracts or arrangements with related parties

The company does not have any contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013. Therefore, Form AOC-2 prescribed therein may be considered as NIL.

12. Conservation Of Energy & Technology Absorption

The company constantly endeavors to conserve energy. Ail steps in pursuance thereof have already been taken in the previous years. Ever since the nature of the business was changed from manufacturing exporters to merchant exporter expenditure on technology up-gradation, product development etc has also been curtailed as not required for the nature of business.

13. Foreign exchange earnings and Outgo

The Foreign Exchange earned in terms of actual inflows is Rs. 525.85 lacs and the Foreign Exchange outgo is Rs. 6.37 lacs during the year.

14. Extract of the annual return

The extract of annual return in Form No MGT9 has attached with the Board's report.

15. Managerial Remuneration

i. Total remuneration to the MD has remained unchanged at Rs. 1680000/- during the year.

ii. There were only 10 employees on permanent roll of the company as on March 31,2015.

iii. The total remuneration paid to ICMP's appointed on 21.03.2015 was based on the terms of the service contract which had been paid for availing their services.

iv. The percentile increase in the salaries of the other employees is 13% whereas percentile increase in the salaries of the managerial personnel is nil.

16. Variations in the market capitalization

Market Capitalization as on 31-03-2015= 2,68,21,809/- (2970300*9.03) Market Capitalization as on 31 -03-2014 1,21,48,527/- (2970300*4.09) Price Earnings Ratio (Price/EPS): As on 31 -03-2015-0.46; As on 31 -03-2014- (0.62)

17. Directors' Responsibility Statement

As per Section 134 of the Companies Act, 2013, your Directors hereby confirm that.

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis:

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively,

18. E-Mail ID's of Shareholders

Pursuant to the "Green Initiative in Corporate Governance", the Ministry of Corporate Affairs, Government of India, through its Circular Nos. 17/2011 & 18/2011 dated 21 April 2011 & 29 April 2011 respectively, has allowed companies to send official documents to their shareholders electronically. Please update your e-mail address (i) to the Depository Participant, where the shares are held in electronic form and (ii) to the Company / Share Transfer Agent, where shares are held in the physical form.

The shareholders are requested to make a note that from next year the Company shall follow the Green Initiative and send the Annual Report and the AGM notice and other communications only by electronic media.

19. Acknowledgements

Your Directors take this opportunity to thank Regulatory and Government Authorities the Company's shareholders, investors, customers, bankers, and other stakeholders for their continued support to the company. Your Directors express their deep sense of appreciation towards all the employees and staff of the company.

                            For and on behalf of the Board of Directors
                                      Worldwide Leather Exports Limited

Date: 17th July 2015                           Managing Director
Place: Gurgaon                                    Anil Agarwal