The Directors have pleasure in presenting the Thirty-fifth Annual Report on the state of affairs of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2015.

1. Financial Highlights:

The financial results for the year ended 31st March 2015 are as under:

                                                           (Rs.in Lacs)

Particulars                               For the year    For the year
                                             ended            ended
                                         March 31, 2015  March 31, 2014

Revenue from operations & other income        983.53          573.42

Total expenses excluding depreciation         930.71          528.27

Profit for the year before providing
Depreciation and Taxation                      52.82           45.15

Less :- Provision for Depreciation             40.15           37.30

Profit Before Extraordinary items & Tax        12.67            7.85

Add:- Extraordinary item (Loss)                 1.09               0

Profit before tax                              13.67            7.85

    -   Income Tax                            (2.61)           (2.40)

    -   Deferred Tax(Asset)/ Liability         53.31           (4.05)

Profit/ (Loss) after Tax                       64.38             1.41

Add:- Income Tax adjustment earlier              -                -
year (Net)

Add:- Balance brought forward from              34.78           33.37
previous year

Balance carried to Balance Sheet                30.96           34.78

During the period under review, the Company's income from sales & Services stood at Rs. 9,83,53,732 as compared to Rs. 5,73,42,142 in 2013-2014. The Profit before tax was Rs. 13,67,453 as against Profit of Rs. 7,85,917 in the previous year. The Profit after tax was Rs. 64,37,892 as against profit of Rs. 1,41,218 in the previous year.

Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.

Capital expenditure on tangible assets - standalone

This year, on a standalone basis, we capitalized Rs.55,46,144. This comprises Rs.38,33,800 for investment in Buildings, Rs.3,19,339 for Plant and Machinery/Electrical Installation,Rs.5,75,505 for Furniture and Fixtures / Office Equipments and balance Rs.8,17,500 on Weigh Bridge. In the previous year, we capitalized Rs.9,82,18,524. This comprised of Rs.9,78,03,069 for investment in Building, Rs.1,56,685 for Plant and Machinery/Electrical Installation and the balance of Rs.2,58,770 for Furniture and Fixtures.

Borrowings

Long term borrowings of the Company stood at Rs.18,21,15,594 at the end of Financial Year 2014-15. In the previous year the same stood at Rs.14,71,09,445.

Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Dividend:

In order to conserve the financial resources for future growth, the Board of Directors do not recommend any payment of Dividend for the year under review.

Transfer to Reserves:

Company proposes to transfer Rs. 64,37,892 (Net Profit of the Company) to General Reserve.

Fixed Deposits:

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 1 to the Board's report.

Material changes and commitments affecting financial position between the end of the financial year and date of report

De-merger of the Company:

Vide Order dated 10th April, 2015, High Court, Bombay has sanctioned the Scheme of De-merger of warehousing business of R.T. Exports Ltd. The resulting Company, Asian Warehousing Pvt. Ltd. will carry on the business of warehousing. The Company is in the process of complying the terms and conditions of the said order and eventually, Asian Warehousing Pvt. Ltd. will become a listed entity.

Variation in market capitalization

                        As at March 31 2015      As at March 31 2014

Market capitalization     4,98,66,960              5,44,43,910

                                            Increase /(decrease) in %

Market capitalization                                 L 8.406%

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's Discussion and Analysis is set out in this Annual Report.

2. Business Strategy

Our strategic objective is to build a sustainable organization that remains relevant to the agenda of our clients, while generating profitable growth for our investors. In order to do this, we will apply the priorities of our strategy -renew and new - to our own business and cascade it to everything we do.

Subsidiaries and associates

We, R. T Exports Ltd. do not have subsidiaries as on 31st March, 2015. Further, a statement in the prescribed format AOC-1 is appended as Annexure 2 to the Board's report. These documents will also be available for inspection during business hours at our registered office in Mumbai, India.

3. Human Resources Management:

To ensure good human resources management at R.T. Exports Ltd., we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership. Interactions with the leadership continue through email, face-to face interactions.

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 Read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure 3 a to the Boards Report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs.60 Lakhs or more, or employed for part of the year and in receipt of Rs.5 Lakh or more a month, under Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 3b to the Board Report.

4. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing the organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. We believe that it is imperative for us to manage our business affairs in the most fair and transparent manner with a firm commitment to our values. Our corporate governance framework is a reflection of our culture, our policies, our relationship with stakeholders and our commitment to values. Accordingly, we always seek to ensure that our performance is driven by integrity. This is vital to gain and retain the trust of our stakeholders.

R.T. Exports Ltd.'s philosophy of Corporate Governance is founded on the pillars of fairness, accountability, disclosures and transparency. These pillars have been strongly cemented which is reflected in your Company's business practices and work culture. The sound governance processes and systems guide the Company on its journey towards continued success. The practice of responsible governance has enabled your Company to achieve sustainable growth, while meeting the aspirations of its stakeholder's and societal expectations.

Your Company is committed to sound principles of Corporate Governance with respect to all of its procedures, policies and practices. The governance processes and systems are continuously reviewed to ensure highest ethical and responsible standards being practiced by your Company. Comprehensive disclosures, structured accountability in exercise of powers, adhering to best practices and commitment to compliance with regulations and statutes in letter as well as spirit have enabled your Company to enhance shareholder value. In fact, this has become an integral part of the way the business is done.

Our corporate governance framework ensures effective engagement with our stakeholders and helps us evolve with changing times.

The Securities and Exchange Board of India (SEBI) amended the Listing Agreement effective October 1,2014, to bring in additional corporate governance norms for listed entities. These norms provide for stricter disclosures and protection of investor rights, including equitable treatment for minority and foreign shareholders.

The amended rules required companies to get shareholders' approval for related party transactions, establish whistleblower mechanisms, elaborate disclosures on pay packages and have at least one woman director on their boards. The amended norms are aligned with the provisions of the Companies Act, 2013, and are aimed to encourage companies to adopt best practices on corporate governance.

We believe that an active, well-informed and independent board is necessary to ensure the highest standards of Corporate Governance. It is well-recognized that an effective Board is a pre-requisite for a strong and effective corporate governance. At R T Exports, the Board of Directors ('the Board') is at the core of our corporate governance practice and oversees how the Management serves and protects the long-term interests of our stakeholders.

Our corporate governance framework ensures that we make timely disclosures and share accurate information regarding our financials and performance, as well as the leadership and governance of the Company.

We comply with Securities and Exchange Board of India (SEBI)'s guidelines on Corporate Governance. We have documented our internal policies on Corporate Governance.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted Board Diversity Policy which sets out the approach to diversity of the Board of Directors depending up on the size and nature of business.

Number of Board Meetings held during the year:

The Board met five times during the financial year, the details of which are given in the Corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Policy on Directors' Appointment and Remuneration

The current policy is to have an appropriate mix of executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31,2015, the Board consists of 4 members, two of whom are executive or whole-time directors, and two are Independent Directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as Annexure 4 to the Board's report. We affirm that we are paying no remuneration to the Directors as per the terms laid out in the nomination and remuneration policy of the Company.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

Orientation and Training Program for Independent Directors

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The format of the letter of appointment is available on our website, www.rtexports.com.

The Board's policy is to have separate meetings regularly with independent directors to update them on all business- related issues and new initiatives. At such meetings, the executive directors and other members of the senior management share points of view and leadership thoughts on relevant issues.

Directors & Key Managerial Personnel:

During the year under review, the Board comprised of Mr.Rashmi C. Bhimjyani, Mr. Bhavik R. Bhimjyani, Mr. Sheetal Mehta and Mrs. Asha Dawda. Mr. Sheetal Mehta and Mrs. Asha Dawda are the independent Directors on the Board. Rajeshkumar C. Pillai is the Company Secretary of the Company.

Inductions

There has been no induction on the Board of the Company during the period under reporting.

Re-appointments

There is no re-appointments to the Board in the ensuing Annual General Meeting

Proposed Appointments

There are proposals to appoint two Independent Directors on the Board of the Company. Mr. Vishnu Mehra and Mr. Yogesh Thakkar are the proposed Independent Directors and their profile forms part of Notice / Statement forming part of Notice of Annual General Meeting.

None of the independent directors will retire at the ensuing Annual General Meeting.

Retirements and resignations

No retirement or resignation happened during the period under Reporting.

Committees of Board:

Currently the Board has Three Committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report section in this Annual Report. The Composition of the Committees and Compliances as per the applicable provisions of the Act and Rules, are as follows:

i) Audit Committee:

The Audit Committee comprises two Independent Directors namely Mr. Sheetal Mehta (Chairman), Mrs. Asha Dawda and Mr. Bhavik Bhimjyani as the other member. All the recommendations made by the Audit Committee were accepted by the Board. The Company has adopted the Whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and Ethics. The Whistleblower Policy is appended as Annexure 8 to the Board's report.

ii) Nomination & Remuneration Committee:

Nomination and Remuneration Committee comprises of three members, viz, Mr. Sheetal Mehta (Independent), Ms. Asha Dawda (Independent) and Bhavik R. Bhimjyani(non-independent). .All the recommendations made by the Nomination & Remuneration Committee relating to remuneration & compensation of Executive directors & Senior Management were accepted by the Board. The Nomination and Remuneration Committee has framed the nomination and remuneration policy. A copy of the policy is appended as Annexure 4 to the Board's Report.

iii) Stakeholders Relationship Committee:

Stakeholders Relationship have been cordial during the year. As a part of the compliance, the Stakeholders Relationship Committee is dealing with the issues relating to investors. There were no investor's grievances pending as on 31st March, 2015. A confirmation to this effect has been received from the Company's Registrar and Share Transfer Agent.

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of section 134 (3) ( c ) of the Companies Act, 2013:

i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) That the directors 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 the year ended on that date;

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv) The Annual Accounts have been prepared on a 'going concern' basis;

v) The directors had laid down internal financial controls which are adequate and are operating effectively; and

vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Auditors Certificate on Corporate Governance

As required by Clause 49 of the listing agreement, Auditors Certificate on Corporate Governance is enclosed as Annexure 5 to the Board's Report.

5. Statutory Auditors

At the Annual General Meeting held on July 15, 2014, M/s. Ramesh M. Sheth & Associates, Chartered Accountants,( Firm Registration No.111883W), were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly, the appointment of M/s. Ramesh M. Sheth & Associates, Chartered Accountants,( Firm Registration No.111883W), as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial auditor

Shweta Mahajan, Practicing Company Secretary, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure 6 to the Board's report.

The Board has appointed Rachana Patel, Practicing Company Secretary, as secretarial auditor of the Company for the financial year 2015-16.

Significant and material orders

Vide Order dated 10th April, 2015, High Court, Bombay sanctioned the Scheme of De-merger of the warehousing business of the Company. Accordingly, the resulting Company, Asian Warehousing Pvt. Ltd. is entrusted with the warehousing business of the Company. The company is in the process of compliance of the terms of said Court Order and eventually will become a listed entity.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

Extract of annual return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure 7 to the Board's report.

Internal financial control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

6. Corporate Social Responsibility (CSR):

Threshold levels for CSR coverage are prescribed. Since your Company does not fall under the category provided therein, no Corporate Social Responsibility Committee has been formed by the Board. Once CSR becomes applicable to the Company, CSR Committee will be formed and Policy will be adopted by the Company.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is as follows:

A. Conservation of energy:

The requirement for disclosure of particulars with respect to conservation of energy is not applicable to agro export and warehousing activities of the Company.

B. Technology absorption:

i) Efforts made towards technology absorption:

The Company has applied and followed the generally acceptable technology available and used by the industry. The Company has not acquired new technology during the year. The Company has fully absorbed the technology already available to it.

ii) Benefit to be derived as a result of the above:

Not applicable

iii) Research & Development:

The Company has not incurred any expenses on R&D during the year.

C. Foreign exchange earning & outgo:

a) Foreign Exchange

Earned (on FOB basis) : Rs. 6,38,58,563/-

Outgo                 : Rs.12,05,324/-

SEBI, vide its circular CIR/CFD/DIL/8/2012 dated August 13, 2012, mandated inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for listed entities. In compliance with the said circular, we have provided the BRR as part of our Annual Report.

Like the previous years, this year too, we are publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on our website, www.rtexports.com. Electronic copies of the Annual Report 2014-15 and Notice of the 35th Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of the 35th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

7. Acknowledgement :

Yours Directors place on record their appreciation for the support and co-operation extended to the Company by Banks, Government authorities, Customers during the year under review. The Directors would also like to thank the employees for their continued support and contribution in ensuring all round performance.

Place: Mumbai Date: 22nd May, 2015

Mr. Rashmi C. Bhimjyani Chairman & Managing Director