Amira Nature Foods Ltd
Annual Report 2013

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 20-F (Mark one)¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ORxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2013. OR¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from __________ to ___________ Commission file number 001-35681 Amira Nature Foods Ltd(Exact name of the Registrant as specified in its charter) British Virgin Islands(Jurisdiction of incorporation or organization) 29E, A.U. TowerJumeirah Lake TowersDubai, United Arab Emirates(Address of principal executive offices) Mr. Karan A. Chanana, Chief Executive Officer29E, A.U. TowerJumeirah Lake TowersDubai, United Arab EmiratesTelephone: +97144357303Facsimile: +911146057570(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each Exchange on which registeredORDINARY SHARES, PAR VALUE $0.001 New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act:None. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None. On March 31, 2013, the issuer had 35,676,434 ordinary shares outstanding, including the 7,005,434 ordinary shares issuable pursuant to anexchange agreement described in detail in this report under the heading “Item 5. Operating and Financial Review and Prospects.” Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ¨ No x If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934.Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes x No ¨  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).Yes ¨ No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act.¨ Large Accelerated filer¨ Accelerated filerx Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:¨ US GAAPxInternational Financial Reporting Standards asissued by the International Accounting StandardsBoard ¨ Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.¨ Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ¨ No x  TABLE OF CONTENTS CONTINUED Page PART I. ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE5ITEM 3. KEY INFORMATION5A. Selected Financial Data5B. Capitalization and Indebtedness6C. Reasons for the Offer and Use of Proceeds6D. Risk Factors6ITEM 4. INFORMATION ON THE COMPANY24ITEM 4A. UNRESOLVED STAFF COMMENTS41ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS41ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES64A. Directors and senior management64B. Compensation67C. Board Practices75D. Employees77E. Share Ownership77ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS77A. Major shareholders77B. Related Party Transactions78C. Interests of Experts and Counsel80ITEM 8. FINANCIAL INFORMATION80A. Consolidated Statements and Other Financial Information80B. Significant Changes80ITEM 9. THE OFFER AND LISTING80A. Offer and Listing Details80B. Plan of Distribution81C. Markets81D. Dilution81E. Expenses of the Issue81ITEM 10. ADDITIONAL INFORMATION81A. Share Capital81B. Memorandum and Articles of Association81C. Material Contracts83D. Exchange controls84E. Taxation84F. Dividends and paying agents91G. Statement by experts91H. Documents on display91I. Subsidiary Information91ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK91ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES95 PART II. ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES95ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS95ITEM 15. CONTROLS AND PROCEDURES96ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT96ITEM 16B. CODE OF ETHICS.96ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.96ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.97ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.97ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.97 i Page ITEM 16G. CORPORATE GOVERNANCE97ITEM 16H. MINE SAFETY DISCLOSURE97 PART III. ITEM 17. FINANCIAL STATEMENTS97ITEM 18. FINANCIAL STATEMENTS97ITEM 19. EXHIBITS98 ii CONVENTIONS USED IN THIS REPORT In this annual report on Form 20-F (the “Annual Report”), unless otherwise stated or unless the context otherwise requires, references to ‘‘we,’’ ‘‘us,’’‘‘our,’’ ‘‘the Company,’’ or ‘‘our company’’ are to Amira Nature Foods Ltd, a British Virgin Islands business company (“ANFI”), including its subsidiariesand their predecessors, and Amira Pure Foods Private Limited (“APFPL” or “Amira India”), and its subsidiaries, Amira Foods Inc., Amira Food PTE. Ltd,Amira Foods (Malaysia) Sdn. Bhd., Amira C Foods International DMCC, Amira G Foods Limited and Amira Ten Nigeria Limited. References to ‘‘AmiraMauritius’’ are solely to Amira Nature Foods Ltd, a Mauritius company and ANFI’s direct wholly owned subsidiary. In this report, references to “India” are to the Republic of India, references to the “BVI” are to the British Virgin Islands, and references to“Mauritius” are to the Republic of Mauritius. References to “$,” “USD,” “dollars” or “U.S. dollars” are to the legal currency of the United States andreferences to “Rs.”, “Rupees”, ”INR” or “Indian Rupees” are to the legal currency of India. The audited consolidated financial statements for the fiscal years ended March 31, 2013, 2012 and 2011 and notes thereto included elsewhere in thisreport have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting StandardsBoard (the “IASB”). References to a particular “fiscal year” are to our fiscal year ended March 31 of that year. Our fiscal quarters end on June 30,September 30, and December 31. References to a year other than a “fiscal” are to the calendar year ended December 31. We also refer in various places within this report to “profit after tax plus finance costs (net of finance income), income tax expense and depreciationand amortization,” or EBITDA, which is a non-IFRS measure and is more fully explained in the section titled “Non-IFRS Financial Measures” in “Item 5.Operating and Financial Review and Prospects.” The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute forour consolidated financial results prepared in accordance with IFRS as issued by the IASB. FORWARD-LOOKING STATEMENTS This Annual Report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, andSection 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements relate to future events or the future financial performance of theCompany. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continue,”“could,” “estimates,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology.These statements are only predictions, and uncertainties and other factors may cause the Company’s actual results, levels of activity, performance orachievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-lookingstatements. The information in this Annual Report is not intended to project our future performance. Although we believe that the expectations reflected in theseforward-looking statements are reasonable, we do not guarantee future results, levels of activity, performance or achievements. The forward-looking statementsin this Annual Report include, without limitation, statements relating to: ·our goals and strategies; ·our proposed expansion; ·our future business development, results of operations and financial condition; ·our ability to protect our intellectual property rights; ·projected revenue, profits, earnings and other estimated financial information; ·our ability to maintain strong relationships with our customers and suppliers; ·the continued application of the proceeds from our initial public offering (“IPO”); ·governmental policies regarding our industry; and 3 ·the impact of legal proceedings. The forward-looking statements included in this Annual Report are subject to risks, uncertainties and assumptions about our businesses andbusiness environments. These statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results ofour operations may differ materially from information contained in the forward-looking statements as a result of risk factors, some of which include, amongother things: ·we face significant competition from both Indian and international producers of Basmati and other rice and other food products; ·we face risks associated with our international business; ·we generally do not enter into long term or exclusive supply contracts with our customers or with our distributors; ·we rely on our one processing and packaging facility and a limited number of third party processing facilities; ·we rely on a few customers for a substantial part of our revenue; ·our operations and growth may be affected by weather, disease, pests and overfarming of land; ·our operations are highly regulated in the areas of food safety and protection of human health, and we may be subject to compliance costs andpotential claims and regulatory actions; ·our historical and future sales abroad to certain non-U.S. customers expose us to special risks associated with operating in particular countries; ·we may require additional financing in the form of debt or equity to meet our working capital requirements; ·we have incurred a substantial amount of debt, and if we fail to comply with the covenants in our financing agreements, some of our financingagreements may be terminated; and ·the Government of India has previously banned the export of certain of our products, and future changes in its regulation of our internationalsales may harm our business and financial performance. These risks and uncertainties are not exhaustive. Other sections of this Annual Report include additional factors which could significantly harm ourbusiness and financial performance. Important factors that could cause such differences include, but are not limited to, those factors discussed under theheadings “Item 3D. Risk Factors,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects” and elsewhere in thisAnnual Report. The forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report or, if obtained from thirdparty studies or reports, the date of the corresponding study or report, and are expressly qualified in their entirety by the cautionary statements in this AnnualReport. Since we operate in an emerging and evolving environment and new risk factors and uncertainties emerge from time to time, you should not rely uponforward-looking statements as predictions of future events. Except as otherwise required by the securities laws of the United States, we undertake no obligationto update or revise any forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence ofunanticipated events. This Annual Report should be read in conjunction with our audited financial statements and the accompanying notes thereto, which are included inItem 18 of this Annual Report. 4 PART I. ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3.KEY INFORMATION A.Selected Financial Data The following selected consolidated income statement data for each of the years ended March 31, 2013, 2012 and 2011 and selected consolidatedstatement of financial position data as at March 31, 2013 and 2012 are derived from our audited consolidated financial statements included in this AnnualReport beginning on page F-1. The selected consolidated income statement data for the year ended March 31, 2010 and selected consolidated statement offinancial position data as at March 31, 2011 and 2010 have been derived from our audited consolidated financial statements which are not included in thisAnnual Report. Since October 15, 2012, when we completed our IPO, we own 80.4% of Amira India pursuant to the terms of a share subscription agreementbetween Amira Mauritius and Amira India. We accounted for this combination using the “pooling of interest method,” and accordingly, our financialstatements included in this Annual Report include our and Amira India’s assets, liabilities, revenues and expenses, which have been recorded at their carryingvalues and all periods in these financials have been presented as if the share subscription took place as of April 1, 2011. The remaining approximately 19.6%of Amira India that is not indirectly owned by ANFI is reflected in our consolidated financial statements as a non-controlling interest and, accordingly, theprofit after tax attributable to equity shareholders of ANFI is reduced by a corresponding percentage. Amira India prepared its first IFRS consolidated financialstatements for the years ended March 31, 2012, 2011 and 2010 with the effective date of transition to IFRS of April 1, 2009. Financial information prior toApril 1, 2009 is not available in accordance with IFRS and therefore, data for the fifth year (fiscal 2009) has not been presented in this section. The selected consolidated financial statements should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and ouraudited consolidated financial statements and the related notes included elsewhere in this Annual Report. Our historical results for any period are notnecessarily indicative of results to be expected in any future period. 5 Our results of operations for fiscal 2013, 2012, 2011 and 2010, respectively, were as follows: Year Ended March 31, 2013 2012 2011 2010 Revenue $413,682,574 $328,979,799 $255,011,121 $201,663,883 Other income 94,368 637,383 2,147,141 1,834,506 Cost of material (347,341,159) (270,259,623) (234,707,437) (210,580,278)Change in inventory of finished goods 27,594,211 6,667,730 28,688,934 37,612,653 Employee expenses (5,553,197) (2,844,454) (2,413,584) (1,925,734)Depreciation and amortization (1,943,846) (2,089,738) (1,915,934) (844,626)Freight, forwarding and handling expenses (20,985,039) (13,990,863) (10,775,383) (5,282,320)Other expenses (14,676,910) (10,568,202) (9,771,151) (7,282,069) $50,871,002 $36,532,032 $26,263,707 $15,196,015 IPO Expenses (1,750,082) - - Finance costs (21,751,614) (21,786,007) (19,676,559) (12,670,922)Finance income 802,146 303,036 164,853 72,770 Other financial items (654,852) 1,032,599 2,607,924 5,392,277 Profit before tax $27,516,600 $16,081,660 $9,359,925 $7,990,140 Income tax expense (8,267,562) (4,137,422) (2,948,276) (2,767,534) Profit after tax $19,249,038 $11,944,238 $6,411,649 $5,222,606 Profit after tax attributable to: Shareholders of the company 15,056,309 9,603,167 5,154,966 4,198,975 Non-controlling interest 4,192,729 2,341,071 1,256,683 1,023,631 Earnings per share Basic and diluted earnings per share(1) $0.63 $0.49 $0.26 $0.47 (1) Basic and diluted earnings per share is calculated by dividing our profit after tax, which starting with our first financial statements for the period in whichour IPO occurred, or the third quarter of fiscal 2013, is reduced by the amount of a non-controlling interest reflecting the remaining approximately 19.6% ofAmira India that is not indirectly owned by us, by our weighted average outstanding ordinary shares, during the applicable period. As at March 31, 2013 2012 2011 2010 Statements of Financial Position Data Cash and cash equivalents $33,270,338 $8,368,256 $8,200,695 $456,269 Total current assets 302,025,989 205,591,241 223,856,390 187,877,399 Total assets 326,531,978 232,052,937 255,126,081 219,068,958 Total equity 143,632,735 45,684,569 39,264,796 33,014,744 Debt(Long term &Short term) 161,617,236 141,755,853 161,005,618 140,007,282 Total liabilities 182,899,243 186,368,368 215,861,285 186,054,214 Total equity and liabilities 326,531,978 232,052,937 255,126,081 219,068,958 B.Capitalization and Indebtedness Not applicable. C.Reasons for the Offer and Use of Proceeds Not applicable. D.Risk Factors We are subject to certain risks and uncertainties described below. The risks and uncertainties described below are not the only risks we face.Additional risks and uncertainties that are not presently known or are currently deemed immaterial may also impair our business and financialresults. 6 We face significant competition from both Indian and international producers of Basmati and other rice and other food products. We compete for customers principally on the basis of product selection, product quality, reliability of supply, processing capacity, brand recognitionand loyalty, advertising and distribution capability, convenience and pricing. With respect to our Basmati rice, we compete with numerous types ofcompetitors in the fragmented and unorganized Basmati rice market, from other large Indian processors to smaller businesses in India and around the world.Basmati rice has historically only been grown successfully in the Indian states of Haryana, Uttar Pradesh, Uttaranchal, Punjab, Jammu and Kashmir, andRajasthan and in a part of the Punjab region located in Pakistan that enjoys the climatic conditions required to successfully grow Basmati rice. However, atype of rice similar to Basmati rice is also grown and sold as Basmati rice from California and Texas, among other places, and we face competition fromproducers of these types of rice. Many of our competitors in the markets for our rice and other food products have a broader product selection, greater processing capacity, brandrecognition advantages in certain Indian and international markets, and significantly greater financial and operational resources. Also, since there are nosubstantial barriers to entry to the markets for our rice and other food products, increased consolidation and particularly a more organized Basmati marketcould significantly increase competition with us, which could increase our costs to purchase raw materials, lower selling prices for our products, and reduceour market share and earnings. We face risks associated with our international business. In fiscal 2013, 2012 and 2011, we generated 54.3%, 66.0% and 61.9%, respectively, of our revenue outside of India, and we expect to increase ourinternational presence over time. We currently have international operations in Malaysia, Singapore, UAE, the United Kingdom and the United States, and wesell our products throughout Asia Pacific, EMEA and North America. Our existing and planned international business operations are subject to a variety ofrisks, including: ·difficulties in staffing and managing foreign and geographically dispersed operations;·having to comply with various foreign laws, including local labor laws and regulations;·the risk of government expropriation of assets;·changes in or uncertainties relating to foreign rules and regulations that may harm our ability to sell our products;·tariffs, export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to move our productsout of these countries or interfere with the import of essential materials into these countries;·imposition of limitations on or increase in withholding and other taxes on remittances and other payments by foreign subsidiaries or strategicpartners;·varying and possibly overlapping tax regimes, including the risk that the countries in which we operate will impose taxes on inter-companyrelationships;·economic, political or social instability in foreign countries;·risks related to the enforceability of legal agreements and judgments in foreign countries;·an inability, or reduced ability, to protect our intellectual property; and·the availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us, andcompetition from local players. For example, in fiscal 2013, a shipment of our rice was seized by and deemed to be forfeited to a foreign government in the course of transshipment,and although we have appealed and intend to continue to seek the reversal of this action, we may not succeed. For more information, see “Item 4. Informationon the Company-Legal Proceedings.” We expect that we will expand into our existing and additional target international markets, but our expansion plans may not be realized, and if theyare, they may not be successful. We expect each market to have particular regulatory hurdles to overcome and future developments in these markets, includingthe uncertainty relating to governmental policies and regulations, could harm our business. If we expend significant time and resources on expansion plans thatfail or are delayed, our business, reputation and financial condition may be significantly harmed. 7 We generally do not enter into long term or exclusive supply contracts with most of our Basmati rice and other customers or with ourdistributors. If we do not receive timely repeat orders from customers, or our distributors are not able or choose not to sell the amountswe usually sell through them, our business may be harmed. We generally do not enter into long term supply contracts with most of our customers. Our customers instead submit purchase orders from time totime, which are short term commitments for specific quantities of Basmati rice and other products at an agreed price. In addition, we typically complete thepaddy procurement process two to six months before we receive purchase orders from customers, forcing us to rely primarily on historical trends, othermarket indicators and management estimates to predict demand, which is particularly difficult as we expand into new markets. We usually expand ourprocurement operations based on a trend of historical growth and delivery, but we may not receive purchase orders commensurate with our expandedoperations on substantially the same terms, or at all, and we may not get expected repeat orders from our customers. As a result, we may acquire and processsignificantly more paddy than we can sell as processed rice, which leaves us vulnerable to volatility in market demand, including downturns, and couldharm our business and results of operations. In addition, we typically do not enter into long term or exclusive arrangements with our distributors. If we are not able to supply our distributors thequantities of our products that we have historically supplied them, they may place orders with and even move some or all of their business permanently to ourcompetitors. In addition, our distributors could change their business practices or seek to modify the terms under which we usually do business with them,including the amount and timing of their payments to us. Further, we rely upon our distributors to assess the demand for our products in their market basedon their interactions with retailers and consumers. In the event our distributors are unable to accurately predict the demand for our products, are delayed inplacing orders with us for any reason, do not effectively market our products, or choose to market the products of our competitors instead, it could harm ourbusiness growth and prospects, financial condition and results of operations. Further, our inability to maintain our existing distributors or to expand ourdistribution network in line with our growth strategy could harm our business, results of operations and financial condition. We rely on our one processing and packaging facility and a limited number of third party processing facilities. An interruption inoperations at our facility or in such third party processing facilities could prevent or limit our ability to fill orders for our products. We operate a single processing and packaging facility located in Gurgaon, near New Delhi, India. Any significant disruption at our processing andpackaging facility for any reason, including regulatory requirements, the loss of certifications or approvals, technical difficulties, labor disputes, powerinterruptions or other infrastructure failures, fires, earthquakes, hurricanes, war or other force of nature, could disrupt our supply of our products andsignificantly harm our results of operations and financial performance. We also heavily depend upon a limited number of third party processing facilities toproduce products responsible for substantial portions of our revenue, some of which facilities are owned by our competitors. These third party processingfacilities are run by independent entities that are subject to their own unique operational and financial risks, which are out of our control. We have not enteredinto any agreements with these third party processing facilities, and can provide no assurance that we will be able to use their processing capacity to produceour products. If any of these processors choose not to provide us processing services, we may be required to find and enter into arrangements with one or morereplacement processors. Finding alternate processing facilities could involve significant delays and other costs and these sources may not be available to us onreasonable terms or at all. Any disruption of processing or packaging could delay delivery of our products, which could harm our business and financialresults and result in lost or deferred revenue. We may require additional financing in the form of debt or equity to meet our working capital requirements. Our business has substantial working capital requirements, primarily due to the fact that Basmati rice must be aged for 10 to 14 months before itreaches premium quality. As such, we need to maintain a sufficient stock of Basmati paddy and rice at all times in order to meet processing requirements,which leads to higher inventory holding costs and increased working capital requirements. In addition, we may need additional capital to develop our newprocessing facility and additional company-managed distribution centers in India and across the world. Our working capital requirements are largely met by debt incurred under our revolving credit facilities, which we are typically required to renew in ayear or less. Sources of financing have historically included commercial banks under such credit facilities and equity investments. If we decide to incur moredebt, our interest payment obligations will increase, and we may be subject to additional conditions from lenders, which could place restrictions on how weoperate our business and result in reduced cash flows. If we decide to issue equity, the ownership interest of our existing shareholders will be diluted. 8 We may not be able to raise adequate financing on acceptable terms, in time, or at all. Since the second half of fiscal 2008, this uncertainty hasincreased due to the disruption in the global financial markets, and obtaining additional financing in India has become particularly difficult. For example, dueto inflation in India, the Reserve Bank of India has raised interest rates since 2011, which have substantially increased our borrowing costs there. Moreover,restrictions on foreign investment in India may restrict our ability to obtain financing for Amira India. See “—Restrictions on foreign investment in India mayprevent us and other persons from making future acquisitions or investments in India, which may harm our results of operations, financial condition andfinancial performance.” Our failure to obtain sufficient financing or maintain our existing credit facilities could harm our cash flow and financial conditionand result in the delay or abandonment of our development plans. We have incurred a substantial amount of debt. If we fail to comply with the covenants in our financing agreements, some of ourfinancing agreements may be terminated, which could harm our business and financial condition. We have incurred a substantial amount of debt totaling $161.6 million, $141.8 million and $161.0 million as of the end of March 31, 2013, 2012and 2011, respectively. The aggregate amount outstanding under our various financing arrangements as of March 31, 2013 was $161.6 million, of which$4.8 million consisted of our non-current (long term) debt and $156.8 million consisted of our current (short term) debt, comprised primarily of our securedrevolving credit facilities. We have entered into agreements with certain banks and financial institutions for short term and long term debt, which contain restrictive covenants,including, but not limited to, requirements that we obtain consent from the lenders prior to altering our capital structure or Amira India’s organizationaldocuments, effecting any merger or consolidation with another company, restructuring or changing the management, declaring or paying dividends,undertaking major projects or expansions, incurring further debt, undertaking guarantee obligations which permit certain lenders to claim funds invested in usby our management or principal shareholders, entering into long term or otherwise material contractual obligations, investing in affiliates, creating any chargeor lien on our assets or sale of any hypothecated assets or undertaking any trading activities other than the sale of products arising out of our manufacturingoperations. Also, we are required to maintain a current asset coverage ratio (the ratio of the value of our total assets less current liabilities to our total debtoutstanding) of at least 1.33 during the term of our secured revolving credit facilities. Certain of our other credit facilities also include various financialcovenants, but such facilities are not material. We may not be able to comply with such financial or other terms or be able to obtain the consents from ourlenders necessary to take the actions that we believe are required to operate and grow our business. Further, as of March 31, 2013, our outstanding short termdebt amounting to $156.8 million, comprising substantially all of our debt, was incurring interest at floating rates. Any upward movements in these interestrates would directly impact the interest costs of such loans and could harm our financial condition. Furthermore, our ability to make payments on andrefinance our indebtedness will depend on our ability to generate cash from our future operations. We may not be able to generate enough cash flow fromoperations to service our debt. In addition, lenders under our secured credit facilities could foreclose on and sell our assets if we default under these creditfacilities. Any failure to comply with the conditions and covenants in our financing agreements that is not waived by our lenders or guarantors or otherwisecured could lead to a termination of our credit facilities, acceleration of all amounts due under such facilities, or trigger cross-default provisions under certainof our other financing agreements, any of which could harm our financial condition and our ability to conduct and implement our business plans. Our inability to effectively manage our growth could harm our business, results of operations and financial condition. Our business and operations have grown significantly in recent years and we expect to continue experiencing significant growth in the number of ouremployees and the scope of our operations. To effectively manage our anticipated future growth, we must continue to implement and improve our managerial,operational, financial and reporting systems and expand our facilities. We expect that all of these measures will require significant expenditures and willdemand the attention of management. Our failure to manage our growth effectively may result in our over or under-investing in our operations, weaknesses inour infrastructure, systems and controls, and operational mistakes, loss of business opportunities, loss of employees and reduced productivity amongremaining employees. Our expected growth could require significant capital expenditure and may divert financial resources from other projects, such as thedevelopment of new products. In addition, our new processing facility is not expected to be operational until fiscal 2015 at the earliest. If our management isunable to effectively manage our expected growth, our expenses may increase more than expected, our revenue could decline or grow more slowly than expectedand we may be unable to implement our business strategy, any of which could harm our business, results of operations and financial condition. 9 Any decline in the market price of Basmati rice during the time it is held for aging may harm our results of operations. The Basmati rice industry is cyclical and is dependent on the results of the Basmati paddy harvest, which occurs for only seven months in the year(September to March). We purchase Basmati paddy from farmers through government regulated agricultural produce markets or through licensed procurementagents and then process it throughout the year. A unique feature of Basmati rice is that its quality is perceived to improve with age. Our Basmati rice is sold atleast 10 to 14 months after it has been harvested and generally commands a price premium. As a result, we typically allow our paddy to age from six to eightmonths and our processed Basmati rice to age for an additional four to six months before we sell it. If there is any fall in the price of Basmati rice during thetime we hold it for aging, we may not be able to recover or generate the same margins from our investment in Basmati paddy or processed rice, which mayharm our results of operations and financial condition. The price we charge for our Basmati rice depends largely on the prevailing wholesale market price. Lower market prices may harm ourfinancial results. The wholesale price of Basmati rice has a significant impact on our profits. The wholesale price of Basmati rice is affected by factors includingweather, government policies such as changes in minimum support prices and minimum export prices, prices of other staples, seasonal cycles, pest anddisease problems, and balance of demand and supply. Further, the Basmati rice industry in India is highly fragmented and the pricing power of individualcompanies is limited. In early 2008, due to uncertainty concerning the amount of export duty to be imposed by the Government of India, Basmati rice pricesincreased from approximately $1,000 per metric ton to almost $2,000 per metric ton in a span of a few months, as buyers increased purchases ahead of theimplementation of this tax. For instance, our revenue increased substantially in fiscal 2009 as compared to fiscal 2008, in large part due to this increase. InMay 2008, the Government of India announced a 20% export duty, which removed the uncertainty around the amount of this tax, and by mid-June 2008,Basmati rice prices decreased and settled at approximately $1,200 to $1,500 per metric ton until June 2012; since then they have again started to increase andare ranging at approximately $1,500 to $1,800 per metric ton. Any prolonged decrease in Basmati rice prices could harm our business and results ofoperations. Currently, we are not able to hedge against such price risks since Basmati rice futures are not actively traded on any commodities exchange. The Government of India has previously banned the export of certain of our products, and future changes in its regulation of our salesto international markets may harm our business and financial performance. While we currently produce all our products in India, we generated 54.3 % of our revenue in fiscal 2013 from products we sold outside of India,which are subject to the Government of India’s export controls. Our business and financial performance could be harmed by unfavorable changes in orinterpretations of existing Indian laws, rules and regulations, or the adoption of new Indian laws, rules and regulations applicable to us and our business.Such unfavorable changes could decrease our ability to supply our products, increase our costs or subject us to additional liabilities. For example, fromOctober 2007 to September 2011, the Government of India prohibited the export of non-Basmati rice from India. In addition, the Government of India has inthe past and may in the future impose export duties or other export restrictions on our products that could harm our business and financial condition. TheGovernment of India also determines the Minimum Export Price (“MEP”), which is the minimum price below which rice is not permitted for export fromIndia, and so could at any time increase the prices at which we may sell our products outside India. While the MEP for Basmati rice was terminated inJuly 2012, the Government of India may in the future reinstitute an MEP for Basmati rice. Any such increase in, or in the case of Basmati rice, reinstitutionof, the MEP above our current prices could decrease our international sales and harm our business and results of operations and any other duties or tariffs,adverse changes in export policy, or other export restrictions enacted by the Government of India and related to our international business could harm ourbusiness and financial condition. 10 We derived 33.4% of our total revenue from our top five customers and distributors in fiscal 2013 and the loss of the revenue from suchcustomers would harm our business, results of operations and financial conditions. Our top five customers and distributors accounted for 33.4%, 46.6% and 50.5% of our total revenue for fiscal 2013, 2012 and 2011, respectively.We anticipate that this concentration of sales among customers may continue in the future. Although we believe we have strong relationships with certain of ourkey customers, we do not have any long term supply contracts with these customers and our business and results of operations would be harmed if we areunable to maintain or further develop our relationships with our key customers and distributors. The loss of a key customer or a number of key customers ordistributors may harm our financial conditions and results of operations. Moreover, changes in the strategies of our largest customers, including a reduction inthe number of brands they carry or a shift to competitors’ products, may harm our sales. Our historical and future international sales to certain non-U.S. customers, including independent resellers, expose us to special risksassociated with operating in particular countries. If we are not in compliance with applicable legal requirements, we may be subject tocivil or criminal penalties and other remedial measures. The U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), administers certain laws and regulations, or U.S. EconomicSanctions Laws, that restrict U.S. persons and, in some instances, non-U.S. persons like us, in conducting activities, transacting business with or makinginvestments in certain countries, governments, entities and individuals subject to U.S. economic sanctions, or Sanctions Targets. We will not use anyproceeds, directly or indirectly, from our IPO to fund any activities or business with any Sanctions Target. In compliance with Indian laws, Amira India andour other non-U.S. subsidiaries have sold rice to independent non-U.S. customers in international markets that resell products to their own customers, whichcustomers have included private customers in Iran, Syria and other countries in the region. Iran and Syria are Sanctions Targets. For the year endedMarch 31, 2013, our indirect sales to private companies in Iran and Syria represented approximately 0.8 percent of our total revenue. Amira India has alsomade a limited number of immaterial direct sales of rice to private customers in Iran and Syria. Currently, direct and indirect sales of rice into Iran are allowedunder an OFAC general license that was issued in October 2011. Sales of rice into Syria are not restricted by OFAC or by the U.S. Department of Commerce,Bureau of Industry and Security, which primarily administers U.S. restrictions on exports or re-exports to Syria. Therefore, we believe we are in compliancewith U.S. Economic Sanctions Laws. We believe our historical activities were conducted in compliance with applicable U.S. Economic Sanctions Laws in allmaterial respects, however, it is possible that U.S. authorities could view certain of our past transactions to have violated U.S. Economic Sanctions Laws. Ifour activities are found to violate applicable sanctions or other trade controls, we may be subject to potential fines or other sanctions. For example, a violationof OFAC’s Iran regulations could currently result in a civil monetary penalty of up to the greater of $250,000 or twice the value of the transaction involved. Wedo not intend to conduct future activities or transact business with any Sanctions Target, that are not permitted under current laws and regulations. We willcontinue to monitor developments in countries that are the subject or target of any of these laws or regulations and our policy on sales to Sanction Targets maychange. If our policy changes, our sales to Sanction Targets will be conducted in compliance with all applicable law. We are also subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), which prohibits U.S. companies and their intermediaries from bribingforeign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and other laws concerning our internationaloperations. Similar legislation in other jurisdictions contain similar prohibitions, although varying in both scope and jurisdiction. Although our U.S.subsidiary only transacts business in the U.S., we operate in many parts of the world that have experienced governmental corruption to some degree, and, incertain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices, which may negatively impact our results ofoperations. We have adopted and are currently in the process of implementing formal controls and procedures to ensure that we are in compliance with OFACand the FCPA and similar laws, regulations and sanctions. The execution of such controls and procedures could result in the discovery of issues or violationswith respect to the foregoing by us or our employees, independent contractors, subcontractors or agents of which we were previously unaware. Any violationsof these laws, regulations and procedures by our employees, independent contractors, subcontractors and agents could expose us to administrative, civil orcriminal penalties, fines or restrictions on export activities (including other U.S. and Indian laws and regulations as well as foreign laws). A violation of theselaws and regulations, or even an alleged violation, could harm our reputation and cause some of our U.S. investors to sell their interests in our company to beconsistent with their internal investment policies or to avoid reputational damage, and some U.S. institutional investors might forego the purchase of ourordinary shares, all of which may negatively impact the trading prices of our ordinary shares. 11 Our growth significantly depends on our ability to penetrate and increase the acceptance of our Basmati rice and other products in newIndian and international markets. Our growth will significantly depend on our ability to penetrate and increase the acceptance of our Basmati and other products in India and acrossthe world. This will not only require some customization of our products to different `raphical markets having distinct tastes and preferences, but may alsocause us to implement new sales strategies and practices. The strategies we adopt may not be appropriate or adequate, or we may not be able to efficientlyimplement such strategies, which may require us to alter our growth plans, resulting in substantial loss of investment in terms of time and capital and harm toour financial condition and results of operations. In addition, we may not be able to successfully implement our new initiatives, such as our ready-to-eatsnacks or efforts to further penetrate Indian modern retail and international markets, or realize the anticipated benefits from such initiatives, and anyunforeseen costs or losses could harm our business and reputation, profitability and financial condition. We rely on agents to procure sufficient Basmati paddy of the proper quality for our processing requirements. We are largely dependent on agents known as “pucca artiyas” who are authorized to make purchases of paddy in the organized and governmentregulated agricultural produce markets in India known as “mandis.” These agents may not be able to procure the quantities required for our business whilemaintaining our quality standards. We have adopted standard operating procedures with respect to purchases, which include training and monitoring theperformance of these agents, but we have no direct control over their purchasing activities. Any failure by these agents to deliver the right quantities or qualityof paddy at the right price could harm our results of operations and financial condition. In addition, we typically enter into oral, non-binding agreements withthese agents for the services they provide, and we may not be able to maintain these arrangements on substantially the same terms, if at all, which could harmour business, results of operations and financial condition. In addition, despite the trend of consolidation in the market for Basmati rice in India in recent years, the paddy market remains relatively fragmentedand includes organized and unorganized suppliers such as small family owned businesses. Accordingly, we expect this fragmentation to continue for theforeseeable future. These smaller companies may not be able to maintain a required flow of paddy should our volume requirements rapidly increase. If we areunable to buy sufficient paddy which meets our quality requirements for our business from these agents, we may not be able to process and sell as muchfinished rice as we planned or promised to our customers, which could harm our reputation with these customers, our business and our results of operations. Our operations and growth plans may be affected by the general availability of paddy, which can be reduced by adverse weather, diseaseand pests and overfarming of farmland. Although Basmati rice is not entirely dependent upon a successful monsoon, Basmati and other paddy production can be harmed by the consistentfailure of monsoons in India, extreme flooding or by other natural calamities or adverse weather. There is also the possibility that farmers currently growingpaddy may shift their efforts toward the production of other crops, resulting in a drop in paddy production. Such adverse weather and supply conditions mayoccur at any time and create volatility for our business and results of operations. Production is also vulnerable to crop diseases and pest infestations, whichmay vary in severity, depending on the stage of production at the time of infection or infestation, the type of treatment applied and climatic conditions. Forexample, leaf blight, sheath blight, smut, blast, rice tango virus and stern borer are the major pests that affect our suppliers’ production. The costs to controlthese diseases and other infestations vary depending on the severity of the damage and the extent of the plantings affected. The available technologies to controlsuch diseases and infestations may not continue to be effective. In addition, the continued use of intensive irrigated rice-based cropping systems in producingBasmati paddy may cause deterioration of soil health and productivity. Any of these risks can impact the availability and current and future cost of paddy.The future growth of our business is dependent upon our ability to procure quality paddy on a timely basis. We may not be able to procure all of our paddyrequirements, and our failure to do so would harm our business, results of operations and financial condition. 12 Natural calamities could have a negative impact on the Indian economy and cause our business to suffer. India has experienced natural calamities such as earthquakes, tsunamis, floods and drought in the past few years. In December 2004, SoutheastAsia, including both the eastern and western coasts of India, experienced a massive tsunami, and in October 2005, the State of Jammu and Kashmirexperienced an earthquake, both of which events caused significant loss of life and property damage. The extent and severity of these natural disastersdetermines their impact on the Indian economy. Substantially all of our operations and employees are located in India and we may be affected by naturaldisasters in the future. Our proposed development of a new processing facility is subject to various risks and it may not be completed as planned or on schedule. As part of our growth strategy, we intend to use approximately $25 million from the net proceeds of our IPO and $64 million in total over the nextthree years to develop a new processing facility in India. Our plans remain subject to certain potential problems and uncertainties, including increased costs ofequipment or manpower, completion delays due to the need to find an appropriate location for the facility at acceptable costs, a lack of required equipment,permits or approvals or other factors, defects in design or construction, changes in laws and regulations or other governmental action, cost overruns,accidents, natural calamities and other factors, many of which may be beyond our control. Any delays in completing this facility could result in our loss ordelayed receipt of revenue, and increases in financing and construction costs. Our proposed expansion will also require significant time and resources fromour management team. Any failure by us to meet revenue or income targets may require us to reschedule or reconsider our development plans. If these plans donot proceed as planned, or on schedule, our business, results of operations and financial condition may be harmed. Even if completed, our new processingfacility may not yield the expected or desired benefits in terms of process and cost efficiencies, or an expansion in our business. We will also incur additionalfixed costs from the new facility, and may not be able to timely reduce these or other fixed costs in response to a decline in revenue, which would harm ourresults of operations and profitability. Loss of key personnel or our inability to attract and retain additional key personnel could impair our ability to execute our growthstrategies, harm our product development efforts, and delay our launch of new products. Our business involves operations spanning a variety of disciplines and demanding a management team and employee workforce that isknowledgeable in many areas necessary for our operations. While we have been successful in attracting experienced, skilled professionals, the loss of any keymember of our management team, or operational or product development employees, or the failure to attract and retain additional such employees, could slowour execution of our business strategies, including expansion into new target markets, and our development and commercialization of new products. If we arenot able to attract and retain the necessary personnel to accomplish our business objectives, the resulting staffing constraints will harm our ability to expand,satisfy customer demands for our products, and develop new products. Competition for such personnel from numerous companies may limit our ability toattract and retain them on acceptable terms, or at all, and we have no “key person” insurance to protect us from such losses. Any of our employees mayterminate their employment on two months’ notice or payment of their salary for such period. Our inability to meet the consistent quality requirements of our customers or our inability to accurately predict and successfully adapt tochanges in market demand could reduce demand for our products and harm our sales. Our results of operations and projected growth, are largely dependent upon the demand for Basmati rice and our other food products in the Indianand international markets. Demand for our products depends primarily on consumer-related factors such as demographics, local preferences and foodconsumption trends, macroeconomic factors such as the condition of the economy and the level of consumer confidence. We are also subject to various policiesof the countries or regions where our customers are located, such as in the EU, relating to the quantity, quality, characteristics and variety of the Basmati riceand other food products sold to such countries, which may be upgraded or changed from time to time. Consumer preferences often change over time, and if weare not able to anticipate, identify or develop and market products that respond to changes in consumer preferences, demand for our products may decline.Our international customers often require that all the food we sell matches their quality standards and conduct sample checks on our products. The resultsfrom their sample checks may not reflect the quality of the rice we deliver to them, and the rice we sell to them may not comply with their qualityspecifications or requirements. If our customers’ sample checks identify any deficiencies in our rice, they will generally have the right to return the entire batchwe sold to them. We must, on a regular basis, keep pace with the preferences and quality requirements of our Indian and international customers, investcontinuously in new technology and processes to provide the desired quality product, and continually monitor and adapt to the changing market demand. Anysuch change in preferences or our inability to meet the consistent quality requirements of our customers could harm our business, results of operation andfinancial condition.13 A significant portion of our income is derived from our international sales of Basmati rice, which may be dependent upon the economiesand the governments of the key countries to which we sell and the policies passed by the Indian government, and any unfavorablechange in such economies, governments or policies may harm our business. We sell Basmati rice to customers in over 40 countries worldwide and significant portions of our international sales are to Asia Pacific, EMEA andNorth America. We plan to expand our international operations into additional countries in the near future. For fiscal 2013, our international revenue accountedfor 54.3% of our total revenue. If there is an economic slowdown or other factors that affect the economic health of the countries to which we sell, ourinternational customers may reduce or postpone their orders significantly, which may in turn lower the demand for our products and harm our revenue andprofitability. Our rice may not comply with the applicable policies of the countries where we sell it and be returned to us. For instance, a change in EUstandards on the level of isoprothiolane content in Basmati rice in September 2008 led to a significant overall decrease in sales of Basmati rice to the EU,which standards reverted back to the formerly lower standard in November 2012. In addition, any change in government policies and regulations, including any ban imposed on a particular variety of rice by the respectivegovernments, or any duties, pre-conditions or ban imposed by countries to which our products are sold, might harm our international sales. The loss of anysignificant international rice market because of such events or conditions could harm our business, results of operations and financial condition. Ourinternational sales are also exposed to certain political and economic and other related risks inherent to exporting products, including exposure to potentiallyunfavorable changes in tax or other laws, or a reduction in import subsidies, partial or total expropriation, and the risks of war, terrorism and other civildisturbances in our international markets for which we presently do not carry any adequate insurance coverage. We may also be subject to certain sanctions imposed on, or reductions in import subsidies by the countries or regions where our internationalcustomers are located. Further, we provide credit to our customers in connection with most of our international sales of Basmati rice, so if any sanctions areimposed on the countries to which we sell, our collection of international receivables may be significantly delayed. Import subsidies may be removed by, andinternational sanctions may be imposed on, any Basmati importing countries in the future, and we may have reduced sales or not be able to collect from allsales made there on a credit basis, which could harm our business, results of operations and financial condition. Water or power shortage or other utility supply issues in India could disrupt our processing and significantly harm our business,financial position and results of operations. Our processing requires a continual supply of utilities such as water and electricity. Our processing facility, and most of our storage and distributionfacilities are located in India, and the Indian authorities may ration the supply of utilities. Interruptions of water or electricity supply could result in temporaryshutdowns of our storage, processing, packaging and distribution facilities. Any major suspension or termination of water or electricity or other unexpectedservice interruptions could significantly harm our business, financial condition and results of operations. 14 Our operations are highly regulated in the areas of food safety and protection of human health and we may be subject to the risk ofincurring compliance costs and the risk of potential claims and regulatory actions. Our operations are subject to a broad range of foreign, national, provincial and local health and safety laws and regulations, including laws andregulations governing the use and disposal of pesticides and other chemicals. These regulations directly affect our day-to-day operations, and violations ofthese laws and regulations can result in substantial fines or penalties, which may significantly harm our business, results of operations and financialcondition. For example, there has been recent focus in the United States on the potential levels of arsenic in rice and the Food and Drug Administration hasindicated that it will evaluate strategies designed to limit arsenic exposure from rice and rice products. There can be no assurance as to what measures, if any,may be taken by the Food and Drug Administration or any other regulatory body and the impact of any such measures. To stay compliant with all of the lawsand regulations that apply to our operations and products, we may be required in the future to modify our operations or make capital improvements. Ourproducts may be subject to extensive examinations by governmental authorities before they are allowed to enter certain regulated markets, which may delay theprocessing or sale of our products or require us to take other actions, including product recalls, if we or the regulators believe any such product presents apotential risk. If we are granted access to any such regulated market, maintaining regulatory compliance there may be expensive and time consuming, and ifapprovals are later withdrawn for any reason, we may be required to abruptly stop marketing certain of our products there, which could harm our business,results of operations and financial condition. In addition, we may in the future become subject to lawsuits alleging that our operations and products causedamages to human health. Our suppliers’ business is susceptible to potential climate change globally and in India. Agriculture is extremely vulnerable to climate change, including large-scale changes such as global warming. Global warming is projected to havesignificant impacts on conditions affecting agriculture, including temperature, carbon dioxide concentration, precipitation and the interaction of these elements.Higher temperatures may eventually reduce yields of desirable crops while encouraging weed and pest proliferation. Increased atmospheric carbon dioxideconcentration may lead to a decrease in global crop production. Changes in precipitation patterns increase the likelihood of short-run crop failures and long-runproduction declines. While crop production in the temperate zones may reap some benefit from climate change, crop production in the tropical and subtropicalzones appear more vulnerable to the potential impacts of global warming. Even a high level of farm-level adaptation by our suppliers may not entirely mitigatesuch negative effects. All of our paddy and raw materials for our other products are grown in tropical and subtropical areas. As a result, all of our suppliers’production is particularly susceptible to climate change in these areas. Rapid and severe climate changes may decrease our suppliers’ crop production, whichmay significantly harm our business, results of operations and financial condition. Our insurance policies may not protect us against all potential losses, which could harm our business and results of operations. Operating our business involves many risks, which, if not adequately insured, could harm our business and results of operations. We believe that the extent of our insurance coverage is consistent with industry practice. Our insurance policies include coverage for risks relating topersonal accident, burglary, medical payments and marine cargo, including transit cover covering certain employees, office premises and consignments ofrice. In addition, the inventory stored at our processing facility and warehouses is insured against fire and other perils such as earthquake, burglary andfloods, and we have fire and allied perils insurance coverage for business interruptions at our milling facility. However, any claim under the insurance policiesmaintained by us may be subject to certain exceptions, may not be honored fully, in part, in a timely manner, or at all, and we may not have purchasedsufficient insurance to cover all losses that we may incur. For instance, a majority of our inventory consists of paddy and rice. In the event our inventory isnot appropriately stored or is affected by fires or natural disasters such as floods, storms or earthquakes, our inventory may be damaged or destroyed, whichwould harm our results of operations. In addition, if we were to incur substantial liabilities or if our business operations were interrupted for a substantialperiod of time, we could incur costs and suffer losses. Such inventory and business interruption losses may not be covered by our insurance policies.Additionally, in the future, insurance coverage may not be available to us at commercially acceptable premiums, or at all. 15 We are exposed to foreign currency exchange rate fluctuations and exchange control risks, which may harm our results of operationsand cause our quarterly results to fluctuate. Our operating expenses are denominated primarily in Indian Rupees; however, 54.3% of our total revenue for fiscal 2013 was denominated in othercurrencies, typically in U.S. dollars and occasionally in Euros and UAE Dirham, due to our international sales. In addition, some of our capital expenditures,and particularly those for equipment imported from international suppliers, are denominated in foreign currencies and we expect our future capital expenditurein connection with our proposed expansion plans to include significant expenditure in foreign currencies for imported equipment and machinery. A significantfluctuation in the Indian Rupee and U.S. dollar and other foreign currency exchange rates could therefore have a significant impact on our other results ofoperations. The exchange rate between the Indian Rupee and these currencies, primarily the U.S. dollar, has fluctuated in the past and any appreciation ordepreciation of the Indian Rupee against these currencies can impact our profitability and results of operations. Our results of operations have been impactedby such fluctuations in the past and may be impacted by such fluctuations in the future. For example, the Indian Rupee has depreciated against the U.S.dollar over the past year, which may impact our results of operations in future periods. Any amounts we spend in order to hedge the risks to our business dueto fluctuations in currencies may not adequately hedge against any losses we incur due to such fluctuations. We may incur significant costs complying with environmental laws and regulations, and failure to comply with these laws and regulationscould expose us to significant liabilities. We are subject to a variety of federal, state, and local environmental laws and regulations in India and in the other locations in which we operate.Although we have implemented safety procedures to comply with these laws and regulations, we cannot be sure that our safety measures are compliant orcapable of eliminating the risk of accidental injury or contamination from the use, generation, manufacture, or disposal of our products. In the event ofcontamination or injury, we could be held liable for any resulting damages, and any liability could exceed our insurance coverage. Violations of environmental,health and safety laws may occur as a result of human error, accident, equipment failure or other causes. Environmental proceedings have been initiatedagainst Amira India before the District Court, Gurgaon, India alleging Amira India’s failure to make proper arrangements for the disposal of ash and strawbyproducts of our rice processing operations and causing air and noise pollution. While we have taken corrective measures and have since obtained renewal ofapprovals under the Indian Air (Prevention and Control of Pollution) Act, 1981 and the Indian Water Act (Prevention and Control of Pollution) Act, 1974,similar allegations or legal proceedings may be initiated against us in the future in relation to non-compliance with applicable environmental laws. The currentapprovals are valid until March 31, 2016. Compliance with applicable environmental laws and regulations may be expensive, and the failure to comply with past, present or future laws couldresult in the imposition of fines, regulatory oversight costs, third party property damage, product liability and personal injury claims, investigation andremediation costs, the suspension of production, or a cessation of operations, and our liability may exceed our total assets. We expect to encounter similar lawsand regulations in most if not all of the countries in which we may seek to establish production capabilities, and the scope and nature of these regulations willlikely be different from country to country. Environmental laws could become more stringent over time, requiring us to change our operations, or imposinggreater compliance costs and increasing risks and penalties associated with violations, which could impair our research, development or production effortsand harm our business. The costs of complying with environmental, health and safety laws and regulations and any claims concerning noncompliance, orliability with respect to contamination in the future could significantly harm our financial condition or operating results. In the ordinary course of business, we may become subject to lawsuits or indemnity claims, including those related to productcontamination and product liability, which could significantly harm our business and results of operations. From time to time, we may, in the ordinary course of business, be named as a defendant in lawsuits, claims and other legal proceedings. Forexample, we are currently involved in legal proceedings before the High Court of Delhi regarding a prohibition placed on us by the Department of Commerce,Ministry of Commerce and Industry of the Government of India, and we are also involved in certain proceedings in the Philippines. For more information, see“Item 4. Information on the Company-Legal Proceedings.” These actions may seek, among other things, compensation for alleged personal injury, worker’scompensation, employment discrimination, breach of contract, infringement of the intellectual property rights of others, or civil penalties and other losses ofinjunctive or declaratory relief. In the event that such actions or indemnities are ultimately resolved unfavorably for amounts exceeding our accrued liability, orare otherwise significant, the outcome could harm our reputation, business and results of operations. In addition, payments of significant amounts, even ifreserved, could harm our liquidity. 16 In addition, the distribution and sale of our products involve an inherent risk of product liability claims and product recalls if our products becomeadulterated or misbranded, as well as any associated adverse publicity. Our products may contain undetected impurities or toxins that are not discovered untilafter the products have been consumed by customers. For instance, our products are subject to tampering and to contamination risks, such as mold, bacteria,insects and other pests. This could result in claims from our customers or others, or in a significant product recall, which could damage our business andreputation and involve significant costs to correct. In addition, contracts with our customers can be cancelled or products refunded as a result of these events.We may also be sued for defects resulting from errors of our commercial partners or unrelated third parties, and any product liability claim brought againstus, regardless of its merit, or product recall could result in material expense, divert management’s attention, and harm our business, reputation and consumerconfidence in our products. Adverse conditions in the global economy and disruption of financial markets may prevent the successful development andcommercialization of our products, as well as significantly harm our results of operations and ability to generate revenue and becomeprofitable. As a global company, we are subject to the risks arising from adverse changes in global economic and market conditions. The worldwide economyhas been experiencing significant economic turbulence, and global credit and capital markets have experienced substantial volatility and disruption. Theseadverse conditions and general concerns about the fundamental soundness of Indian and international economies could limit our existing and potentialpartners’ and suppliers’ ability or willingness to invest in new technologies or capital. Moreover, these economic and market conditions could negativelyimpact our current and prospective customers’ ability or desire to purchase and pay for our products, or negatively impact our operating costs or the prices forour products. Changes in governmental banking, monetary and fiscal policies to address liquidity and increase credit availability may not be effective.Significant government investment and allocation of resources to assist the economic recovery of various sectors which do not include the food industry mayreduce the resources available for government grants and related funding that could assist our expansion plans or otherwise benefit us. Any one of these events,and continuation or further deterioration of these financial and macroeconomic conditions, could prevent the successful and timely development andcommercialization of our products, as well as significantly harm our results of operations and ability to generate revenue and become profitable. We rely on certifications by industry standards-setting bodies. Certifications are not compulsory in the rice industry. However, some of our customers require us to have one or more internationally-recognizedcertifications. We have received an ISO 9001:2008 quality system certification and an ISO 22000:2005 food safety management certification for our riceprocessing facility, and a SQF Certificate. In addition, we have received certifications from BRC Global Standards, the U.S. Food and Drug Administration,and are Kosher certified and have received a certificate of approval for the export of Basmati rice by the Export Inspection Council of India. We incursignificant costs and expenses, including any necessary upgrades to our manufacturing facilities, associated with maintaining these certifications. If we fail tomaintain any of our certifications, our business may be harmed because our customers that require them may stop purchasing some or all of our products. A substantial portion of our business and operations are located in India and we are subject to regulatory, economic, social and politicaluncertainties in India. A substantial portion of our business and employees are located in India, and we intend to continue to develop and expand our business in India.Consequently, our financial performance and the market price of our ordinary shares will be affected by changes in exchange rates and controls, interest rates,changes in government policies, including taxation policies, social and civil unrest and other political, social and economic developments in or affecting India. The Government of India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991,successive Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxingrestrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers andregulators has remained significant and we cannot assure you that such liberalization policies will continue. The present government, formed in May 2009,has announced policies and taken initiatives that support the continued economic liberalization policies that have been pursued by previous governments.However, the present government is a multiparty coalition and therefore it may not be able to generate sufficient cross-party support to implement such policiesor initiatives. The rate of economic liberalization could change, and specific laws and policies affecting food companies, foreign investments, currencyexchange rates and other matters affecting investments in India could change as well. Further, protests against privatizations and government corruptionscandals, which have occurred in the past, could slow the pace of liberalization and deregulation. A significant change in India’s policy of economicliberalization and deregulation or any social or political uncertainties could significantly harm business and economic conditions in India generally and ourbusiness and prospects. 17 As the Indian market constitutes a significant source of our revenue, a slowdown in economic growth in India could cause our businessto suffer. In fiscal 2013, 45.7% of our revenue was derived from sales in India. The CIA World Factbook estimates that consumer inflation in India was12.0% in 2010, 6.8% in 2011 and 9.2% in 2012. The performance and growth of our business are necessarily dependent on economic conditions prevalent inIndia, which may be significantly harmed by political instability or regional conflicts, economic slowdown elsewhere in the world or otherwise. The Indianeconomy also remains largely driven by the performance of the agriculture sector which depends on the quality of the monsoon, which is difficult to predict.Although the Indian economy has grown significantly over the past few years, any future slowdown in the Indian economy could harm the demand for theproducts we sell and, as a result, harm our financial condition and results of operations. India’s trade relationships with other countries and its trade deficitmay significantly harm Indian economic conditions. If trade deficits increase or are no longer manageable because of the rise in global crude oil prices orotherwise, the Indian economy, and therefore our business, our financial performance and the price of our ordinary shares could be significantly harmed.India also faces major challenges in sustaining its growth, which include the need for substantial infrastructure development and improving access tohealthcare and education. If India’s economic growth cannot be sustained or otherwise slows down significantly, our business and prospects could besignificantly harmed. Employee shortages and rising employee costs may harm our business and increase our operation costs. As of March 31, 2013, we employed 326 persons to perform a variety of functions in our daily operations. The low cost workforce in India providesus with a cost advantage. However, we have observed an overall tightening of the employee market and an emerging trend of shortage of labor supply. Failureto obtain stable and dedicated employee support may cause disruption to our business that harms our operations. Furthermore, employee costs have increasedin India in recent years and may continue to increase in the near future. To remain competitive, we may need to increase the salaries of our employees to attractand retain them. Any increase in employee costs may harm our operating results and financial condition. We rely upon independent third party transportation providers for substantially all shipments through our supply chain and are subjectto increased shipping costs as well as the potential inability of our third party transportation providers to deliver on a timely basis. We currently rely upon a network of independent third party transportation providers for substantially all of our shipments of paddy and rice tostorage, processing, packaging and distribution facilities, and from distribution facilities to market, and these shipments are primarily made by trucks. Ouruse of these delivery services for our shipments is subject to many risks, including increases in fuel prices, which would increase our shipping costs, andemployee strikes and inclement weather, which may impact our shippers’ ability to provide delivery services that adequately meet our shipping needs. If wechange the shipping companies we use, we could face logistical difficulties that could delay deliveries, and we would incur costs and expend resources inconnection with such change. Moreover, we may not be able to obtain terms as favorable as those received from our current independent third partytransportation providers, which in turn would increase our costs. Improper storage, processing and handling of our paddy or rice may cause damage to our inventories and, as a result, harm ourbusiness and results of operations. We typically store paddy in covered warehouses, or in bags placed on raised platforms, or plinths, out in the open, and processed rice in coveredwarehouses. In the event our paddy is not appropriately stored, handled and processed, spoilage may reduce the quality of the paddy and the resultingprocessed rice. Even if paddy is appropriately stored in plinths out in the open, above-average rains may still harm the quality and value of paddy stored inthis manner. In addition, the occurrence of any mistakes or leakage in the rice storage process may harm the yield, quality and value of our rice, leading tolower revenue. 18 Stringent labor laws may harm our ability to have flexible human resource policies and labor union problems could negatively affect ourprocessing capacity and overall profitability. India has stringent labor legislation that protects the interests of workers, including legislation that sets forth detailed procedures for disputeresolution and employee removal and imposes financial obligations on employers upon employee layoffs. These laws may restrict our ability to have humanresource policies that would allow us to react swiftly to the needs of our business, discharge employees or downsize. We may also experience labor unrest in thefuture, which may delay or disrupt our operations. If such delays or disruptions occur or continue for a prolonged period of time, our processing capacity andoverall profitability could be negatively affected. For instance, in May 2005, certain workers at our processing facility declared a strike to demand higherwages and enhanced labor policies, and to protest certain workforce reductions. The strike was called off in 2006, but certain of such workers’ claims arecurrently pending adjudication before the Gurgaon Labour Court and the outcome of such adjudication may not be favorable to us. We also depend on thirdparty contract labor. It is possible under Indian law that we may be held responsible for wage payments to these laborers if their contractors default onpayment. We may be held liable for any non-payment by contractors and any such order or direction from a court or any other regulatory authority may harmour business and results of our operations. Restrictions on foreign investment in India may prevent us and other persons from making future acquisitions or investments in India,which may harm our results of operations, financial condition and financial performance. India regulates ownership of Indian companies by foreigners, and although some restrictions on foreign investment and borrowing from foreignpersons have been relaxed in recent years, these regulations and restrictions may still apply to acquisitions by us or our affiliates, including Amira Mauritiusand other affiliates which are not resident in India, of shares in Indian companies, or the provision of funding by us or any other entity which is not residentin India to Amira India. Under current Indian regulations, transfers of shares between non-residents and residents are permitted (subject to certain exceptions)if they comply with, among other things, the pricing guidelines and reporting requirements specified by the Reserve Bank of India. If the transfer of shares isnot in compliance with such pricing guidelines or reporting requirements, or falls under any of the exceptions referred to above, then the prior approval of theReserve Bank of India will be required. We may not be able to obtain any required approval from the Reserve Bank of India or any other Indian regulatoryauthority on any particular terms or at all. Further, under its consolidated foreign direct investment policy, the Government of India has set out additional requirements for foreign investmentsin India, including requirements with respect to downstream investments by Indian companies owned and controlled by non-resident entities. Upon thecompletion of the IPO and the concurrent share subscription, a majority of Amira India’s equity shares are directly held by Amira Mauritius, which isconsidered a non-resident entity under applicable Indian laws. Accordingly, any downstream investment by Amira India into another Indian company willhave to be in compliance with conditions applicable to such Indian entity, in accordance with the consolidated foreign direct investment policy. While webelieve that these regulations will not materially impact our operations in India, these requirements, which currently include minimum valuations for Indiancompany shares and restrictions on sources of funding for such investments, may restrict our ability to make further equity investments in India, includingthrough Amira Mauritius and Amira India. Terrorist acts and other acts of violence involving India or other neighboring countries could significantly harm our operations directly,or may result in a more general loss of customer confidence and reduced investment in these countries that reduces the demand for ourproducts. Terrorist attacks and other acts of violence or war involving India or other neighboring countries may significantly harm the Indian markets and theworldwide financial markets. The occurrence of any of these events may result in a loss of business confidence, which could potentially lead to economicrecession and generally cause significant harm to our business, results of operations and financial condition. In addition, any deterioration in internationalrelations may result in investor concern regarding regional stability, which could decrease the price of our ordinary shares. 19 South Asia has also experienced instances of civil unrest and hostilities among neighboring countries from time to time. There have also beenincidents in and near India such as terrorist attacks in Mumbai, Delhi and on the Indian Parliament, troop mobilizations along the India and Pakistan borderand an aggravated geopolitical situation in the region. Such military activity or terrorist attacks in the future could significantly harm the Indian economy bydisrupting communications and making travel more difficult. Resulting political tensions could create a greater perception that investments in Indiancompanies involve a high degree of risk. Furthermore, if India were to become engaged in armed hostilities, particularly hostilities that were protracted orinvolved the threat or use of nuclear weapons, we might not be able to continue our operations. Our insurance policies for a substantial part of our business donot cover terrorist attacks or business interruptions from terrorist attacks or for other reasons. We are a holding company and are dependent on dividends and other distributions from our subsidiaries, particularly Amira India,which we do not wholly own, and which will not pay us 100% of any dividend it declares, and whose ability to declare and pay dividendsis restricted by loan covenants and Indian law. We are a holding company with no direct operations. As a result, we are dependent on dividends and other distributions from our subsidiaries (inparticular, Amira India) for our cash requirements, including funds to pay dividends and other cash distributions to our shareholders. We currently intend toretain all available funds and any future earnings for use in the operation and expansion of our business and neither ANFI nor Amira India anticipates payingany cash dividends for the foreseeable future. Investors’ ownership of us represents a smaller corresponding indirect ownership interest of Amira India.Should we decide to pay dividends to our shareholders in the future, our ability and decision to pay dividends will depend on, among other things, theavailability of dividends from Amira India. However, under the terms of Amira India’s current loans, it will be required to obtain the consent of certain lendersprior to declaring and paying dividends and its current loan facilities preclude it from paying cash dividends in the event it is in default of its repaymentobligations. Amira India has not paid or declared any cash dividends on its equity. The declaration and payment of any dividends by Amira India in thefuture will be recommended by its board of directors and approved by its shareholders at their discretion. Under Indian law, a company declares dividendsupon a recommendation by its board of directors and approval by a majority of the shareholders at the annual general meeting of shareholders. However, whilefinal dividends can be paid out by a company only after such dividends have been recommended by the board of directors and approved by shareholders,interim dividends can be paid out with only a recommendation by the board of directors. The shareholders have the right to decrease but not to increase anydividend amount recommended by the board of directors. Amira India does not intend to pay dividends to its shareholders, including Amira Mauritius, in the foreseeable future, and even if we decided itshould, given the restrictions on paying dividends under Indian law, Amira India may not have sufficient profits in any year or accumulated profits to permitpayment of dividends to its shareholders. We do not own 100% of Amira India and therefore any dividend payment made by Amira India to us will alsoinvolve a payment to the other shareholders of Amira India, including Mr. Karan A. Chanana, our Chairman and Chief Executive Officer, and his affiliates.Although we believe that ANFI will have sufficient funds to fund its expenses for the foreseeable future, it may not be practicable for us to use dividends fromAmira India to provide ANFI with funds for its expenses, and we can provide no assurance that ANFI will not require more funds than we originally expect forexpenses. For as long as we are an “emerging growth company,” we are not required to comply with certain reporting requirements that apply toother public companies. We are an “emerging growth company,” as defined in the JOBS Act, enacted on April 5, 2012. For as long as we continue to be an emerging growthcompany, we may choose to take advantage of certain exemptions from reporting requirements applicable to other public companies that are not emerginggrowth companies. These include: (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002(the “Sarbanes-Oxley Act”), (2) not being required to comply with any new requirements adopted by the Public Company Accounting Oversight Board (the“PCAOB”), requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additionalinformation about the audit and the financial statements of the issuer, (3) not being required to comply with any new audit rules adopted by the PCAOB afterApril 5, 2012 unless the Securities and Exchange Commission determines otherwise, and (4) not being required to provide certain disclosure regardingexecutive compensation required of larger public companies. We could be an emerging growth company for up to five years from the end of our current fiscalyear, although, if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of any January 31 before the end of that five-year period, we would cease to be an emerging growth company as of the following July 31. We cannot predict if investors will find our ordinary shares lessattractive if we choose to rely on these exemptions. If some investors find our ordinary shares less attractive as a result of any choices to reduce futuredisclosure, there may be a less active trading market for our ordinary shares and our share price may be more volatile. Further, as a result of these scaledregulatory requirements, our disclosure may be more limited than that of other public companies and investors in our securities may not have the sameprotections afforded to shareholders of such companies. 20 We are a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and are subject to the Exchange Act reportingobligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer. Because we qualify and report as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that areapplicable to U.S. public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respectof a security registered under the Exchange Act, (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership andtrading activities and liability for insiders who profit from trades made in a short period of time, and (iii) the rules under the Exchange Act requiring the filingwith the Securities and Exchange Commission of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or currentreports on Form 8-K, upon the occurrence of specified significant events. We intend to furnish quarterly reports to the Securities and Exchange Commissionon Form 6-K for so long as we are subject to the reporting requirements of Section 13(g) or 15(d) of the Exchange Act, although the information we furnishmay not be the same as the information that is required in quarterly reports on Form 10-Q for U.S. domestic issuers. In addition, while U.S. domestic issuersthat are not large accelerated filers or accelerated filers are required to file their annual reports on Form 10-K within 90 days after the end of each fiscal year, forthe fiscal years ending on or after December 15, 2011, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after theend of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selectivedisclosures of material information. Although we intend to make interim reports available to our shareholders in a timely manner, investors in our securitiesmay not have the same protections afforded to shareholders of companies that are not foreign private issuers. As a foreign private issuer and a controlled company, we are permitted to take advantage of certain exemptions to the corporategovernance requirements of the New York Stock Exchange. This may afford less protection to holders of our ordinary shares. Our ordinary shares are listed on the New York Stock Exchange. As a foreign private issuer, we may elect to follow certain home country corporategovernance practices in lieu of certain New York Stock Exchange requirements, including the requirements that (1) a majority of the board of directors consistof independent directors, (2) a nominating and corporate governance committee be established that is composed entirely of independent directors and has awritten charter addressing the committee’s purpose and responsibilities, (3) a compensation committee be established that is composed entirely of independentdirectors and has a written charter addressing the committee’s purpose and responsibilities, and (4) an annual performance evaluation of the nominating andcorporate governance and compensation committees be undertaken. A foreign private issuer must disclose in its annual reports filed with the Securities andExchange Commission each significant New York Stock Exchange requirement with which it does not comply followed by a description of its applicablehome country practice. In addition, we are a controlled company, or a company of which more than 50% of the voting power for the election of directors is held by anindividual, a group or another company. As a controlled company, we are exempt from complying with certain corporate governance requirements of the NewYork Stock Exchange. A foreign private issuer is required to disclose in its annual report that it is a controlled company and the basis for that determination. As a company incorporated in the BVI and listed on the New York Stock Exchange, we intend to meet the New York Stock Exchange’s requirementswithout making use of the above-mentioned exemptions. However, in the future we may rely on certain exemptions. Such practices may afford less protectionto holders of our ordinary shares. 21 There is a risk that we will be classified as a passive foreign investment company, or PFIC, which could result in adverse U.S. federalincome tax consequences to U.S. holders of our ordinary shares. In general, we will be treated as a PFIC for any taxable year in which either (1) at least 75% of our gross income (including our portion of the grossincome of our 25% or more-owned corporate subsidiaries) is passive income or (2) at least 50% of the average value of our assets (including our portion of theassets of our 25% or more-owned corporate subsidiaries) produce, or are held for the production of, passive income. Passive income generally includesdividends, interest, rents, royalties, and gains from the disposition of passive assets. If we are determined to be a PFIC for any taxable year (or portion thereof)that is included in the holding period of a U.S. holder of our ordinary shares, the U.S. holder may be subject to increased U.S. federal income tax liabilityupon a sale or other disposition of our ordinary shares or the receipt of certain excess distributions from us and may be subject to additional reportingrequirements. Based on the composition (and estimated values) of the assets and the nature of the income of us and our subsidiaries during our taxable yearended March 31, 2013, we do not believe that we will be treated as a PFIC for such year or in the foreseeable future. Our actual PFIC status for our currenttaxable year or any subsequent taxable year, however, is uncertain and will not be determinable until after the end of such taxable year. Accordingly, there canbe no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year. U.S. holders of our ordinary shares are urged toconsult their own tax advisors regarding the possible application of the PFIC rules. Insiders have substantial control over us, and their combined voting power of our ordinary shares and our Chairman and ChiefExecutive Officer’s direct and indirect equity interests in Amira India may give rise to conflicts of interest with our public shareholders. Karan A. Chanana, our Chairman and Chief Executive Officer, and his affiliates, including various companies controlled by him and directmembers of his family, and certain of our other directors, directly or indirectly hold approximately 68.6% of the outstanding ordinary shares of ANFI.Accordingly, these shareholders are able to control all matters requiring approval by holders of a majority of our outstanding ordinary shares, including theelection of all the members of our board of directors (which allow them day-to-day control of our management and affairs), amendments to our memorandumand articles of association, our winding up and dissolution, and other significant corporate transactions. Specifically, they are able to approve any sale ofmore than 50% in value of our assets, and certain mergers or consolidations involving us, a continuation of the company into a jurisdiction outside the BVI,or our voluntary liquidation. As a result, they can cause, delay or prevent a change of control of, and generally preclude any unsolicited acquisition of us,even if such events would provide our public shareholders an opportunity to receive a premium for their ordinary shares, or are otherwise in the best interestsof our public shareholders. In addition, Mr. Karan A. Chanana and certain of his affiliates, including various companies controlled by him and direct members of his family,hold a significant minority equity interest in Amira India, through which we conduct almost all our operations. These shareholders may have conflictinginterests with our public shareholders. For example, if Amira India indirectly makes distributions to us, Mr. Karan A. Chanana and these affiliates will alsobe entitled to receive distributions pro rata in accordance with their percentage ownership in Amira India, and their preferences as to the timing and amount ofany such distributions may differ from those of our public shareholders. In addition, the structuring of future transactions may take into consideration tax orother ramifications to Mr. Karan A. Chanana and these affiliates even where no similar ramifications would accrue to us or our public shareholders. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet ourreporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutinyand sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price ofour ordinary shares. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We maintain a system of internalcontrol over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financialofficer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurancesregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles. 22 As a public company, we have significant additional requirements for enhanced financial reporting and internal controls. We are required todocument and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which will require annualmanagement assessments of the effectiveness of our internal controls over financial reporting starting with our annual report on Form 20-F for the year endingMarch 31, 2014. In addition, an independent registered public accounting firm will be required to attest to the effectiveness of our internal control overfinancial reporting beginning with our annual report on Form 20-F for the year ending March 31, 2018, or if earlier, on our annual report on Form 20-Ffollowing the date on which we cease to qualify as an emerging growth company or become an accelerated filer or large accelerated filer. The process ofdesigning and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and theeconomic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reportingobligations as a public company. We cannot assure you that we will, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannotassure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequatecontrols over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reportingcontrols and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operatingresults, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect onthe market price of our ordinary shares. Lack of experience as officers of publicly-traded companies of our management team may hinder our ability to comply with the Sarbanes-Oxley Act. It may be time-consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by theSarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff or consultants in order to develop andimplement appropriate internal controls and reporting procedures. If we are unable to comply with the Sarbanes-Oxley Act’s internal controls requirements, wemay not be able to obtain the independent auditor certifications that the Sarbanes-Oxley Act will require us to obtain in connection with the first annual reportwe publicly file after the earlier of the fifth anniversary of our IPO or our determination that we no longer qualify as an “emerging growth company” under theJOBS Act. We may be unable to adequately protect or continue to use our intellectual property. Failure to protect such intellectual property mayharm our business. The success of our business, in part, depends on our continued ability to use the “Amira” name and other intellectual property in order to increaseawareness of the “Amira” name. We attempt to protect these intellectual property rights through available copyright and trademark laws. Despite theseprecautions, existing copyright and trademark laws afford only limited practical protection in certain countries, and the actions taken by us may beinadequate to prevent imitation by others of the “Amira” name and other intellectual property. In addition, if the applicable laws in these countries are draftedor interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue from our intellectual propertymay decrease, or the cost of obtaining and maintaining rights may increase. We also distribute our Amira branded products in some countries in which there isno trademark protection. As a result, it may be possible for unauthorized third parties to copy and distribute our Amira branded products or certain portionsor applications of our Amira branded products, which could have a material adverse effect on our business, prospects, results of operations and financialcondition. If we fail to register the appropriate trademarks or our other efforts to protect relevant intellectual property prove to be inadequate, the value of theAmira name could decrease, which could harm our business and results of operations. For example, in August 2011, the Department of Economic Development, Dubai (the “DED”), imposed a fine and prohibition on a distributor/retailerof our “Amira” branded products in the UAE, on the basis of a complaint made by Arab & India Spices LLC, which alleged that our “Amira” brandedproducts infringed an existing trademark “Ameera” registered in the name of Arab & India Spices LLC in the UAE. In order to amicably resolve this issue,Amira India and Arab & India Spices LLC commenced negotiations for settlement in August 2011, and Arab & India Spices LLC issued a letter to the DED,informing them of the settlement negotiations and requesting that legal proceedings instituted by the DED in this regard be withdrawn. While the negotiationsare still ongoing, there is no existing monetary claim against Amira India in this matter and this matter has not affected our ability to sell our third-partybranded products in the UAE. However, we may not be able to reach a final settlement with Arab & India Spices LLC, which could impair our ability to sellour “Amira” branded products in the UAE. 23 We have also initiated legal proceedings against certain parties for infringement of our intellectual property rights. For instance, Amira India has filedmultiple legal proceedings before various courts and forums in India against a number of third parties for infringement of the trademarks “Amira” and“Guru.” Amira India has successfully sought injunctive relief against a party from deceptively using our trademark “Guru” in one of the cases and in somecases has sought rectification of the register of trademarks, to restrain the third parties from using any mark or label that is identical or deceptively similar toAmira India’s registered trademarks. In the future, additional litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietaryrights of others or to defend against claims of infringement or invalidity. Regardless of the validity or the success of the assertion of any claims, we couldincur significant costs and diversion of resources in enforcing our intellectual property rights or in defending against such claims, which could harm ourbusiness and results of operations. We have incurred and will continue to incur increased costs as a result of being a public company. As a public company, we have incurred, and will continue to incur, significant legal, accounting and other expenses that we did not incur as aprivate company, particularly after we no longer qualify as an “emerging growth company.” In addition, the Sarbanes-Oxley Act, as well as newrules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies.We expect these new rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. In addition, we incur additional costs associated with our public company reporting requirements. We are currently evaluating andmonitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of suchcosts. ITEM 4.INFORMATION ON THE COMPANY Overview We are a leading global provider of packaged Indian specialty rice, with sales in over 40 countries today. We generate the majority of our revenuethrough the sale of Basmati rice, a premium long-grain rice grown only in certain regions of the Indian sub-continent, under our flagship Amira brand as wellas under other third party brands. Our fourth generation leadership has leveraged nearly a century of experience to take the Amira brand global in recent years.We recently launched new lines of Amira branded products such as ready-to-eat snacks to complement our packaged rice offerings and we also sell bulkcommodities to large international and regional trading firms. We sell our products, primarily in emerging markets, through a broad distribution network. We launched our flagship Amira brand in 2008 andnow sell our branded products in more than 25 countries. In emerging markets, our customer channels include traditional retail, which we define as small,privately-owned independent stores, typically at a single location, and modern trade retailers, which we define as large supermarkets typically in a mall or on acommercial street and usually part of a chain of stores. We sell our Amira branded products to Indian retailers such as Bharti Wal-Mart, Big Bazaar, MetroCash & Carry, Spar, Spencer’s Retail, Star Bazaar (Tesco in India) and Total. We also sell in both emerging and developed markets to global retailers such asCarrefour, Costco, Jetro Restaurant Depot, Lulu’s and Smart & Final, and through the foodservice channel. Since 2010, Amira India has been recognizedeach year by the World Economic Forum as a Global Growth Company, an invitation-only community consisting of approximately 300 of the world’s fastest-growing corporations, including companies such as illycaffe SpA and Intralinks. In each of 2010, 2011 and 2012, Inc. India, a leading Indian businessmagazine, identified Amira India as one of India’s fastest growing mid-sized companies. In April 2013, Bharti Wal-Mart awarded us Best Partner in the“Staples” category for 2012. The global rice market represented approximately $240 billion in value in 2010, according to statistics from FAO, based on benchmark rice exportprices for the international rice trade. The Indian rice industry was valued at approximately $40 billion in wholesale prices in fiscal 2011, within which theIndian Basmati rice segment is large and growing and was valued at approximately $4 billion in the same year, according to CRISIL Research. Volume sales ofBasmati rice in India have increased at a 25.0% CAGR between fiscal 2006 and 2011, while Indian Basmati rice exports increased at a 20.2% CAGR betweenfiscal 2007 and 2011. International sales of Indian Basmati rice have also benefited from favorable pricing trends and have grown at a 39.5% CAGR in valuesales between fiscal 2007 and 2011. We expect to continue to benefit from this significant growth in global demand for Basmati and other specialty rice, whichwe believe will outpace the growth of the overall rice industry. 24 The growth of the Amira brand is the foundation of our strategy for expansion within our markets and the brand has gained significant traction withcustomers in markets where we sell our products as a trusted standard of premium quality. At the end of 2011, PlanmanMarcom, an Indian marketing andcommunications company, identified the Amira brand as a PowerBrand, one of the most powerful brands in India. Based on a multi-stage survey of 10,000consumers in 22 cities across India, Amira was one of 81 brands identified as a PowerBrand out of a total of 3,000 brands surveyed, and one of only six food-sector PowerBrands, along with such other brands as United Breweries, Britannia, Dabur, Godrej and Tata. We participate across the entire rice supply chain from the procurement of paddy to its storage, aging, processing, packaging, distribution andmarketing. We have long-standing relationships with local Indian paddy farmers and a large network of procurement agents which allow us to consistentlysource high-quality paddy at a fair price. We operate a state-of-the-art, fully-automated and integrated processing and milling facility that is strategically locatedin the vicinity of the key Basmati rice paddy producing regions of northern India. The facility spans a covered area of 310,221 square feet, with a processingcapacity of 24 metric tons of paddy per hour. In fiscal 2013, 2012 and 2011 our revenue was $413.7 million, $329.0 million and $255.0 million, respectively, representing a CAGR of 27.4%. Infiscal 2013, 2012 and 2011, our EBITDA, or profit after tax plus finance costs (net of finance income), income tax expense and depreciation andamortization, was $52.2 million, $40.0 million and $31.0 million respectively, representing a CAGR of 29.8%. Our Strengths Our competitive strengths have contributed to our strong track record and we believe will enable us to capitalize on future growth opportunities: ·A Global Leader in the Attractive Packaged Specialty Rice Industry, and Primarily Basmati Rice. We are a leading globalprovider of packaged specialty rice, and primarily Basmati rice, a specialty long-grain rice grown only in certain regions of the Indian sub-continent and known for its long-grain and appealing aroma. Our leadership in the Basmati segment represents a distinct competitiveadvantage, since Basmati is a premium rice variety that generally commands higher prices and is more profitable compared with othertypes of rice. The Basmati segment continues to experience significant growth in India and internationally compared to the overall riceindustry. ·Strong and Growing Presence in over 40 Countries around the World, Primarily in Emerging Markets. In addition to our well-established business in India, our products are sold in over 40 countries worldwide. We have a branded presence in over 25 of thesecountries, which is a cornerstone of our global brand-building strategy. Our international markets are primarily comprised of high-growthemerging markets. Amira India has been recognized by the World Economic Forum as a Global Growth Company, an invitation-onlycommunity consisting of approximately 300 of the world’s fastest-growing companies, including illycaffe SpA and Intralinks. ·Successful Track Record of Brand-Building and Product Innovation. We launched our flagship Amira brand in 2008 and have sincerapidly expanded the presence of our Amira branded products to more than 25 countries. In 2011,the Amira brand was recognized byPlanmanMarcom as one of only six food Power Brands in our Indian market, based on a survey of Indian consumers, along with suchother brands as United Breweries, Britannia, Dabur, Godrej and Tata. In 2010, 2011 and 2012, Inc. India, a leading Indian businessmagazine, identified Amira India as one of India’s fastest growing mid-sized companies. We believe that our brand leadership in the Indianrice market is particularly advantageous, given the underlying strength of Indian demographic and economic trends. India’s rapidlygrowing middle class is expected to propel growth in the modern trade channel, which is our core focus area that we expect will outgrow theoverall market. In addition to our focus on marketing, we are consistently growing our Amira branded presence by introducing newproducts, such as ready-to-eat snacks and edible oil, to drive further growth. We have successfully tailored our strategy to local marketrequirements and continuously focus on strengthening our brand and rolling out new value-added products. 25 ·Well-Established Relationships Resulting in Deep Understanding of Consumer Preferences. Since launching international thirdparty branded sales over 30 years ago, we believe we have built strong relationships with large international and regional customers whomarket our products under their own brand through their own distribution networks regionally and around the world. These relationshipshave provided us a deep understanding of consumer preferences in numerous markets worldwide, and we have subsequently launched ournew Amira branded products in many of these markets. Our ability to consistently deliver large quantities of high-quality products globallyin a timely manner has been essential to our success in the third party branded business. We have established relationships with a numberof retailers such as Bharti Wal-Mart, Big Bazaar, Metro Cash & Carry, Spar, Spencer’s Retail, Star Bazaar (Tesco in India) and Total inIndia, Carrefour, Costco, Jetro Restaurant Depot, Lulu’s and Smart & Final globally, as well as institutions and distributors. ·Superior Supply Chain Capabilities from Procurement to Distribution. Our long-standing relationships with local Indian paddyfarmers and a network of procurement agents allow us to source paddy of consistently high quality. Our modern processing plant inGurgaon, India is strategically located in the vicinity of the key Basmati rice paddy producing regions of northern India with access todeveloped infrastructure and transportation systems. Our processing facility includes state-of-the-art grading and packaging units, alongwith a modern in-house laboratory for quality assurance, and meets the highest international quality standards. In India, our direct salesteam and network of 119 distributors provide us with a high degree of control over our product offerings. We have a strong and growinginternational presence through our company-managed distribution centers and 23 international distributors. ·Strong Management Team with a Track Record of Success. As a family owned and managed business that has operated since 1915,we have nearly a century of experience in the food business. In 2006, our Chairman and Chief Executive Officer, Mr. Karan A. Chanana,assumed responsibility for our operations. Under Mr. Chanana’s leadership, we have transitioned from a family owned and managedbusiness to an international, professionally-managed business, and in 2008 we launched the Amira branded strategy to enhance our growth.Our management team has significant experience in the rice industry and broad knowledge about paddy procurement, processing andmarketing activities, with an average of six years with us and 12 years in the industry. In fiscal 2013, 2012 and 2011, our revenue was$413.7 million, $329.0 million and $255.0 million, respectively, representing a CAGR of 27.4%. In fiscal 2013, 2012 and 2011, ourEBITDA, or profit after tax plus finance costs (net of finance income), income tax expense and depreciation and amortization, was $52.2million, $40.0 million and $31.0 million, respectively, representing a CAGR of 29.8%. Our Strategy Our goal is to be the leading rice brand globally. Key elements of our growth strategy to achieve this goal include: ·Accelerate Focus on Global Brand Building and Increasing Value-Added Offering. We believe that consumers recognize our brandand associate it with high quality, premium and authentic specialty rice. We successfully expanded the Amira brand across more than 25countries within only three years of its launch, and we are investing resources to further establish our brand with the consumer as thestandard for high-quality Basmati rice. In addition to penetrating markets with our Amira branded rice offerings, we continue to developnew products in attractive categories to increase our relevance with consumers and drive further growth. 26 ·Strengthen our Distribution Footprint in India to Capitalize on Attractive Demographic and Economic Trends. We believe that theincrease in purchasing power resulting from population growth and an expanding middle class in India will create additional demand forour Basmati rice and value-added product offerings across all distribution channels. Our119 Indian distributors currently provide usaccess to both traditional and modern trade retailers throughout India, and we have an average of six distributors per state. We plan toincrease our concentration of Indian distributors to an average of nine per state throughout India in the next five years to significantlyincrease our access to all channels. In addition, we have opened one company-managed distribution center and plan to open additionalcompany-managed distribution centers in 14 additional major cities in India over the next 30 months, to target modern trade retailers, whichwe expect will result in greater market penetration and higher margins. ·Further Develop Relationships with Key Retailers to Capture Significant Growth in Indian Modern Trade. According to PlanetRetail, there is significant growth potential for modern retail in India, which in 2010 accounted for only approximately 9% of Indian retailtrade, and is expected to grow at a 17.0% CAGR through 2020. The Government of India has recently taken various initiatives to promoteforeign direct investment, which would accelerate the development of the modern retail trade in India. A key focus for us is to continuebuilding relationships with modern trade retailers. We employ a dedicated sales team focused on promoting our products with retailers on aregion-by-region basis, which allows us to grow alongside modern trade as it broadly penetrates the Indian retail landscape. ·Leverage Our Experience in International Markets to Enhance Amira Branded Penetration. Consistent with our historicalbranded growth strategy, we plan to leverage the success of our third party branded products in international markets to further penetrateour Amira branded product offerings. From our existing international operations, we gain a deep understanding of end markets andconsumer preferences, which helps us to shape our strategy for branded products. We recently entered the South Korean market and intendto either launch or increase our Amira branded presence in Saudi Arabia, Nigeria, France and Senegal, among other countries. ·Expand into New High-Growth Markets. We expect to continue to increase our international sales, which were 54.3% of our revenue infiscal 2013, by expanding into new high-growth markets. We plan to expand our sales into more than 25 additional countries in the nextfive years. We are currently focusing on the UK, Saudi Arabia, Bahrain, Jordan and Africa, among other countries, which we chose basedon our sophisticated framework for evaluating new markets which takes into account market data collected by us, our local distributorsand market research agencies. ·Increase Processing Capacity and Operating Efficiencies to Capture Long Term Growth Opportunities and Drive MarginExpansion. We constructed what we believe was the first automated rice processing facility calibrated for Basmati rice in India in 1995,which we believe remains one of the most sophisticated rice processing plants in India today. We intend to complete construction of a state-of-the-art processing facility in Haryana, India by fiscal 2015 using some of the proceeds of our IPO, which we believe will more thandouble our processing capacity. This will enable us to meet processing capacity demands in our business over the coming years and is alsoexpected to drive margin expansion. History Our business was originally founded in 1915 by the Chanana family as an agricultural commodities and salt trading business. Prior to 1947, wewere one of the largest suppliers of grain to the British Indian Army. Following the partition of India and Pakistan, our business was re-located in New Delhi,India and expanded to include the trade and supply of lentils and other legumes to Indian government agencies. Throughout the 1960s and 1970s, we focusedon the processing and distribution of legumes. In 1978, we first established an international business division which imported legumes. In 1985, we began toprocess and distribute Basmati rice in India and internationally. In 1995, we constructed what we believe was the first automated rice plant in India whichhas been continuously upgraded to increase capacity. In 2006, our Chairman and Chief Executive Officer, Karan A. Chanana, assumed responsibility for ouroperations. Under Mr. Chanana’s leadership, we have transitioned from a family owned and managed business to an international, professionally managedbusiness, and in 2008 we launched the Amira branded strategy to enhance our growth into the retail channel. 27 Corporate Structure ANFI was incorporated in 2012 as a BVI business company and currently has no business operations of its own. Since the completion of our IPOon October 15, 2012, all our operations are conducted through Amira India and its subsidiaries, which we control through our wholly owned subsidiary,Amira Mauritius. As of the date of this Annual Report, 17.4% of the equity shares of Amira India are legally and beneficially owned by Mr. Karan A. Chanana, ourChairman and Chief Executive Officer, and his affiliates, including various companies controlled directly by him and indirectly controlled by him throughmembers of his family. Together with Mr. Karan A. Chanana’s ownership of 68.6% of ANFI, this gives them an effective economic interest of 72.5% ofANFI. On May 1, 2012, Mr. Karan A. Chanana, in his individual capacity, entered into an agreement with a holder of 1,500,000 equity shares of AmiraIndia (representing 2.2% of the current outstanding equity shares of Amira India) to purchase such shares. This agreement provides that the purchase will beeffected when Indian regulatory approval for the purchase is obtained. The price per Amira India share that Mr. Karan A. Chanana will pay was negotiated onan arm’s length basis and will be substantially similar to the purchase price paid by Amira Mauritius for the Amira India shares as described above. Following such purchase, Mr. Karan A. Chanana and his affiliates will own 19.6% of the equity shares of Amira India directly and will be the onlyshareholders of Amira India other than Amira Mauritius, which, together with Mr. Karan A. Chanana’s ownership of 68.6% of the ordinary shares of ANFI,will give them an effective economic interest in Amira India of 74.8%. In connection with the IPO, ANFI’s wholly-owned subsidiary Amira Mauritius purchased a new issue of 53,102,500 equity shares of Amira India,representing 80.4% of Amira India’s outstanding equity shares. Other than equity shares, Amira India has no other class of equity outstanding, with orwithout voting rights. As a result, Amira Mauritius controls but does not wholly own Amira India. This purchase by Amira Mauritius was funded withsubstantially all of the net proceeds of the IPO (other than approximately $4 million retained by ANFI to fund its future operating expenses) and occurred justafter the completion of the IPO. The actual number of equity shares that Amira Mauritius purchased equaled such net proceeds divided by the per share valueof such shares, or $1.45, as determined using the discounted free cash flow method in accordance with the Reserve Bank of India’s then-current pricingguidelines for issuance of shares to persons resident outside India (the “RBI Price”). Amira India plans to use approximately $25 million of the funds itreceived from this sale of shares to fund the development of a new processing facility. As of the date of this Annual Report, Amira India has utilizedapproximately $52 million out of the funds to repay outstanding indebtedness and the balance of $25 million is held in short term interest bearing fixeddeposits with banks. By structuring the transfer of substantially all of the economic interests and control of Amira India as a new issue of its shares, noexisting holders of Amira India equity shares received any portion of the net proceeds of the IPO, so we have been able to use all of these proceeds for ourbusiness. Following the completion of this share purchase by Amira Mauritius, Mr. Chanana and his affiliates own 19.6% of the equity shares of Amira Indiaand 68.6% of ANFI directly, giving them an effective economic interest in Amira India of 74.8% (assuming completion of the purchase by Mr. Chanana of2.2% of Amira India that is not indirectly owned by ANFI or Mr. Chanana and his affiliates as explained above. As a result, an investor’s ownership of usfollowing our IPO represents a smaller corresponding indirect ownership in Amira India. Governance of Amira Mauritius and Amira India Under the Companies Act 2001 of the Republic of Mauritius and Amira Mauritius’ organizational documents, the board of directors of AmiraMauritius shall be elected by shareholders of Amira Mauritius holding a majority of its equity shares at its general meeting. ANFI is the sole shareholder ofAmira Mauritius, and the board of directors of Amira Mauritius consists of Karan A. Chanana, Sattar Hajee Abdoula and Yuvraj Thacoor. Under the IndianCompanies Act, 1956, as amended, and the articles of association of Amira India, the board of directors of Amira India is elected by the vote of shareholdersof Amira India holding a majority of its equity shares at its general meeting. Amira Mauritius owns more than a majority of the equity shares of Amira Indiaand the board of directors of Amira India consists of Karan A. Chanana, Anita Daing, Anil Gupta, Shyam Poddar (who has no familial relation to AshishPoddar, our Chief Financial Officer) and Rahul Sood. 28 Exchange Agreement and Right of First Refusal We have also entered into an exchange agreement, under which the shareholders of Amira India prior to the Amira Mauritius subscription (“the IndiaShareholders”), have the right, subject to the terms of the exchange agreement, to exchange all or a portion of their Amira India equity shares for, at our option,(1) ANFI ordinary shares at an exchange ratio of 1.85 Amira India equity shares for one ANFI ordinary share, or (2) cash per Amira India equity share in anamount equal to the product of the exchange ratio and the volume weighted average price per share on the exchange upon which ANFI ordinary shares are listedfor the 15 trading days preceding the delivery of the notice of exchange, on the last day of each fiscal quarter. The exchange ratio is subject to adjustment bythe Board of Directors of ANFI upon an India Shareholder’s exercise of such right to exchange in order that the exchange ratio accurately represents the ratio ofthe fair market value of Amira India and all of its subsidiaries as compared to the fair market value of ANFI and its subsidiaries. The purpose of the exchangeagreement is to provide the terms upon which Amira India equity shares may eventually be converted into ordinary shares of ANFI at the option of the IndiaShareholders and to give us the flexibility to convert these Amira India equity shares into ANFI ordinary shares prior to or upon a change of control in order toincrease the returns of our shareholders in the change of control. In addition, in connection with a change of control, we will have the right to exchange all Amira India equity shares held by the India Shareholdersfor, at our option: (1) ANFI ordinary shares at the exchange ratio of 1.85 Amira India equity shares for one ANFI ordinary share, or (2) cash per Amira Indiaequity share in an amount equal to the product of the exchange ratio and the per share consideration that the holders of ANFI ordinary shares are entitled toreceive in the change of control transaction. An exchange in connection with a change in control will only be effective if the applicable change in control isconsummated. As defined in the exchange agreement, a “change of control” refers to any: ·merger, consolidation or other business combination of ANFI, Amira Mauritius Amira India or any of ANFI’s subsidiaries that, individually oras a group, represent all or substantially all of the consolidated business of ANFI or Amira India at that time, or any of their successors or otherentities that own or hold substantially all the assets of ANFI, Amira Mauritius or Amira India and their respective subsidiaries (the “AmiraBusiness”) that results in the shareholders or other equity holders of ANFI, Amira Mauritius, Amira India or the Amira Business, as the casemay be, holding, directly or indirectly, less than fifty percent (50%) of the voting power of ANFI, Amira Mauritius, Amira India or the AmiraBusiness, as applicable, · any transfer, in one or a series of related transactions, of (1) with respect to ANFI or any successor or other entity owning or holdingsubstantially all the assets of ANFI, ordinary shares (or other equity interests) representing of 50% or more of the voting power of ANFI, or suchsuccessor or other entity, to a person or group (other than ANFI or any of its controlled subsidiaries), (2) with respect to Amira Mauritius or anysuccessor or other entity owning or holding substantially all the assets of Amira Mauritius, equity interests representing 50% or more of thevoting power of Amira Mauritius or such successor or other entity, to a person or group (other than ANFI or any of its controlled subsidiaries),(3) with respect to Amira India or any successor or other entity owning or holding substantially all of the assets of Amira India, equity sharesrepresenting 50% or more of the voting power of Amira India or such successor or other entity, to a person or group (other than ANFI or any ofits controlled subsidiaries), other than the issuance of equity shares of Amira India to Amira Mauritius in accordance with the terms of thesubscription agreement, or (4) with respect to the Amira Business, equity shares representing 50% or more of the voting power of the entitiesconstituting the Amira Business, to a person or group (other than ANFI or any of its controlled subsidiaries), or ·the sale or other disposition, in one or a series of related transactions, of all or substantially all of the assets of ANFI, Amira Mauritius, AmiraIndia or the Amira Business. Pursuant to the exchange agreement, ANFI, Amira Mauritius and Amira India have agreed that within 30 days after the date that the Board ofDirectors of ANFI has either authorized a corporate action to effect a change of 5% or greater in the ratio of the fair market value of Amira India and all of itssubsidiaries as compared to the fair market value of ANFI and its subsidiaries, or determined that such a material change has occurred, the Board of Directorsof ANFI will in good faith adjust the exchange ratio, determine the date when the adjusted exchange ratio will apply, and provide written notice of the materialchange and adjustment to the exchange ratio to the India Shareholders. Any exchange of shares under the exchange agreement will be subject to all necessary approvals, including receipt of prior approval of Indianregulatory authorities. Further, any acquisition of Amira India’s equity shares by ANFI or Amira Mauritius from the India Shareholders, by exchange or incash, must comply with applicable pricing guidelines issued by the Reserve Bank of India from time to time, and under current regulations, cannot be at aprice lower than the RBI Price. 29 The exchange agreement also provides ANFI and Amira Mauritius a right of first refusal to purchase equity shares of Amira India that an IndiaShareholder (including Mr. Karan A. Chanana and his affiliates) proposes to transfer to any person, at the same price and on the same terms and conditionsas those offered to the proposed transferee, subject to customary exceptions (including for estate planning purposes). Our Organizational Structure The following diagram illustrates our corporate structure as of March 31, 2013, assuming Mr. Karan A. Chanana has completed the purchase of1,500,000 equity shares of Amira India. This diagram does not assume the exchange by the shareholders of Amira India of any of their Amira India equityshares for ANFI ordinary shares pursuant to the exchange agreement. (1) The directors of ANFI are Karan A. Chanana, Bimal Kishore Raizada, Sanjay Chanana, Neal Cravens, Daniel Malina and Shiv Surinder Kumar. Theofficers of ANFI are Mr. Karan A.Chanana, Chief Executive Officer, Ashish Poddar, Chief Financial Officer, Protik Guha, Chief Operating Officer andSanjay Chanana, Secretary. (2) The directors of Amira India are Karan A. Chanana, Anita Daing, Anil Gupta, Rahul Sood and Shyam Poddar. The officers of Amira India are Mr. KaranA. Chanana, Chairman, ProtikGuha, Chief Executive Officer, and Ashish Poddar, Chief Financial Officer. Under the Indian Companies Act, 1956, asamended, and the articles of association of Amira India, the board of directors of Amira India will be elected by the vote of shareholders of Amira India holdinga majority of its equity shares at its general meeting. As a result of the IPO and the concurrent share subscription, a majority of the equity shares of AmiraIndia are owned by Amira Mauritius, such that ANFI, as the sole shareholder of Amira Mauritius, has the ability to elect all of the directors of Amira India. (3) Assumes the completion of the purchase by Karan A. Chanana of 1,500,000 equity shares of Amira India. 30 We own 80.4% of Amira India and have consolidated its financial results into the financial statements included in this Annual Report. As a result, theremaining approximately 19.6% of Amira India that is not indirectly owned by ANFI has been reflected in our consolidated financial statements as a non-controlling interest and, accordingly, the profit after tax attributable to equity shareholders of ANFI has been reduced by a corresponding percentage. The following table sets forth our significant subsidiaries as of March 31, 2013: Name of company Place of incorporation or establishment Attributable equity interest heldAmira Nature Foods Ltd (“Amira Mauritius”) Mauritius 100% by ANFI Amira Pure Foods Private Limited(“Amira India”) India 80.4% by Amira Mauritius Amira I Grand Foods Inc. Delaware (United States) 100% by Amira India Amira Food Pte. Ltd. Singapore 100% by Amira India Amira C Foods International DMCC Dubai Multi Commodities Centre (UAE) 100% by Amira India Amira Foods (Malaysia) Sdn. Bhd Malaysia 100% by Amira Food Pte. Ltd. Amira G Foods Limited United Kingdom 100% by Amira C Foods International DMCC Amira Ten Nigeria Limited Nigeria 100% by Amira C Foods International DMCC Our Products We are primarily engaged in the business of processing, distributing and marketing packaged Indian specialty rice, primarily Basmati. We alsoprovide ready-to-eat snacks and edible oils, and are launching numerous additional rice, dairy and snack products. Our product focus is what we refer to as“Food Connect,” or the bond and cultural connection that food creates between people. We are also engaged in the institutional sale of bulk commodities to largeinternational and regional trading firms. Amira Branded Products Our Amira branded products were formally launched in 2008 and currently consist of several rice varieties and ready-to-eat snacks across more than25 international markets. Category Brand/Product Line Product FeaturesPremium Basmati Rice • Amira Pure Basmati Rice• Amira Extra Long Grain Basmati Rice• Amira Indian Basmati Rice• Amira Brown Basmati Rice• Amira Traditional Basmati Rice—New Crop◦Amira Sameena Basmati Rice*• Amira Pure Traditional Organic White BasmatiRice*• Amira Good Health Whole Grain Pure andOrganic Basmati Rice* • Consists of the finest grains of aromatic Basmati• Aged for a minimum of 12 months• At least doubles in size when cooked• Rich taste and fragrant aroma Value Basmati Rice • Amira Daily Fresh Basmati Rice• Amira Goodlength Day to Day• Amira Goodlength Everyday Basmati Rice• Amira Goodlength Broken Basmati Products• Amira Parboiled Basmati Products• Amira Banquet Rice • Consist of different types of high-quality ricesuch as a mix of Basmati rice varieties or a mixof broken rice• Value alternative commonly used as an“everyday” Basmati and by restaurant orcatering companies 31 Category Brand/Product Line Product FeaturesOther Specialty Rice and Value Add Meals • Amira Thai Jasmine Rice• Amira Sharbati Aromatic Long Grain Rice• Amira Kheer Rice• Amira Khichdi Rice • Thai Jasmine rice is sourced from Thailand andhas a fragrant aroma and chewy texture• Sharbati Aromatic Long Grain Rice is aneveryday rice for daily consumption and is oftenpurchased by foodservice customers• Amira Kheer Rice is formulated for rice pudding• Amira Khichdi Rice is formulated for Indian andSouth Asian comfort food and is also used asinfant and toddler food Ready-To-Eat Snacks • Amira Navratan Mix• Amira Aloo Bhujia• Amira Zabardast Slims• Amira BikaneriBhujia• Amira Khatta Meetha• Amira Moong Dal • Crunchy, Indian-style ready-to-eat snacks• Popular among ethnic population• Mix of dried vegetables, nuts and legumes Oil • Palmolein• Pure Vegetable Cooking Oil*• Vegetable Ghee (clarified butter)*• Shortening*• Margarine* • Oils used in food preparation• Shortening and margarine can be customized andpackaged to customer specifications Dairy Products • Amira Full Cream Milk Powder and AmiraSkimmed Milk Powder ADPI Extra Grade*• Demineralised Whey Powder—90%*• Amira Lactose Edible Grade*• Amira Sweetened Condensed Milk* • Used for cooking, as powdered milk, and asnutritional supplements added to drinks *Product under development We offer all of our products in an array of packages to meet different market needs. We continuously evaluate our existing products for quality, taste,nutritional value and cost and make improvements where possible. Additionally, we develop new and innovative products where we see market opportunity.We offer several types of rice, including AMIRA Brown Basmati, which is low-fat, cholesterol-free, high in fiber, and rich in vitamin B and manganese, andour Parboiled Basmati Products, which have 80% of the nutrients found in brown rice. In addition, we plan to offer brown and white organic rice which isprocessed from paddy grown without pesticides and packaged in organic paper. Third party Branded Products We sell a number of varieties of Basmati and non-Basmati packaged rice to many large international and regional customers, such as Euricom Spa,Indonesia’s Business State Logistics Agency (Bulog), Platinum Corp. FZE, the Seychelles State Trading Corporation Limited and SGS InternationalRice Co. Inc., who market them under their own brand through their own distribution networks. This business is primarily focused on emerging marketswhere the retail channel is highly fragmented. The following table shows examples of our third party branded rice products. 32 Category Third party Brand/Country Product FeaturesThird party Basmati Rice • Euricom Brown Basmati Rice, Italy• Mahe Regular White Basmati Rice (Economy),Seychelles• Mahe Premium White Basmati Rice (Premium),Seychelles • Consists of the finest grains of pure traditionalaromatic Indian Basmati• Available in brown, white and parboiled rice• Rich taste and fragrant aroma Third party Non-Basmati Rice • Bulog Non-Basmati Rice, Indonesia• Platinum Corp. FZE Non-Basmati ParboiledRice, Nigeria◦ Bonne Chance Long Grain Rice, Abidjan • Non-Basmati white rice which is between 10%and 100% broken and may be parboiled Institutional Products Our institutional business primarily consists of the opportunistic sale of bulk commodities, including maize, sugar, soybean meal, onion, potatoand millet. We sell these products to large international and regional trading firms. Production Our Basmati rice operations include procurement, inspection, cleaning, drying, parboiling, storage and aging, processing, sorting, packaging,branding and distribution. We purchase our non-Basmati rice from other rice processors, and contract with third parties to produce and package our snacksand edible oils. Paddy and Semi-Processed Rice Procurement Paddy procurement The primary raw material that we use in producing Basmati rice is Basmati paddy. Rice seed is typically planted in flooded fields in the early springand, after it matures, water is drained from the fields and the crop is harvested. The harvested grain is referred to as “paddy.” In India, Basmati paddy istypically harvested between September and March. Basmati paddy available during this period is generally of superior quality compared to paddy availableduring the off-season, although we also purchase small quantities of paddy in the off-season to supplement our annual procurement and to benefit from lowerpaddy prices. Our Basmati procurement team purchases paddy to be stored for aging and processing throughout the year from the major Basmati paddyproduction centers, including the Indian states of Haryana, Punjab, Rajasthan, Uttarakhand, and Western Uttar Pradesh, either directly at the organized andgovernment regulated agricultural produce markets in India known as “mandis,” or through licensed procurement agents. Licensed procurement agents, or“puccaartiyas,” evaluate, test and purchase paddy on our behalf at mandis. We have long-standing relationships with procurement agents for sourcing paddyand are knowledgeable about and experienced with local areas and farmers. Our ability to procure adequate quantities and good quality paddy is affected by crop conditions. For example, yields of paddy could decrease andthe price of paddy could increase due to inadequate or delayed monsoons or heavy rains and high winds. We believe paddy is generally available at reasonable,stable prices. We have not encountered any processing interruptions due to paddy shortages since we commenced our Basmati operations in 1985. Semi-processed rice procurement Semi-processed rice procurement is done through approved vendors. These vendors are sourced through approved brokers with whom we have ahistoric relationship. Vendors or suppliers are millers who have bought and aged non-Basmati rice. We purchase the semi-processed rice, ship the product intoour rice mill and then finish, pack, and sell the product to our customers and distributors. 33 Paddy Drying, Parboiling, Storage and Aging After the paddy is tested and then unloaded at our processing facility, it is pre-cleaned and dried to prevent deterioration. After it has been dried, someof our paddy is parboiled. Parboiling involves soaking the paddy in water, steaming it before removing the husk, and further hydrating, heating and drying it.Parboiling improves the nutritional profile of Basmati rice, causing it to retain more nutrients than regular milled Basmati rice, and changes its texture so thatit has a fluffier consistency. After it has been dried, and where appropriate, parboiled, we store and age the paddy for six to seven months in our warehouses oropen plinths. Aging dehydrates the Basmati paddy, which results in its rice grains elongating more when cooked. Processing and Additional Storage and Aging Prior to further processing, the paddy is cleaned again to remove any residual dust or impurities and foreign materials. The paddy is then milledusing a rice huller to remove the paddy’s outer and inner husk. Once the husk has been removed, the resulting rice is polished and the broken rice is removedand retained. We sell broken Basmati rice as Amira branded “Every Day” Basmati rice at an economical price compared to full grain Basmati rice.Byproducts produced as a result of processing the paddy are husk, bran and broken rice, which we further process and sort to produce other Amira brandedrice products such as Kheer and Kichdi rice and Amira Goodlength Day to Day rice. Once the paddy products and the broken rice have been removed, theremaining rice is sorted by color and graded. Basmati rice is hygienically aged in our warehouses for an additional four to six months. Finally, our rice andrice products are packaged in our processing facility and prepared for shipment. Inspection All paddy is checked for quality at the time of purchase and prior to loading it on the trucks that transport them to our processing facility. Further,the paddy bags are sample checked on arrival at storage locations to ensure that the paddy meets the quality specifications based on our purchase. We have afully equipped laboratory that checks quality at various stages of paddy procurement and rice processing. In addition, after the rice has been processed, weinspect the rice to ensure that it meets our and our customers’ quality standards. We have implemented strong measures throughout processing to ensureproduct quality and food safety. Our standardized processing, product grading standards, monitoring and testing systems help to ensure consistent adherenceto our quality control and food safety policies. We have also received an ISO: 9001:2008 quality management accreditation for our rice processing facility,which has been renewed yearly and is currently valid until March 2016. Certifications Certifications are not compulsory in the rice industry. However, some of our customers require us to have one or more internationally-recognizedcertifications. We have received an ISO 9001:2008 quality system certification and an ISO 22000:2005 food safety management certification for our riceprocessing facility, and a SQF Certificate. In addition, our facilities have received certifications from BRC Global Standards, the U.S. Food and DrugAdministration, an international company which provides health and safety certifications, and are Kosher certified and have received a certificate of approvalfor the export of Basmati rice by the Export Inspection Council of India. Sales, Marketing and Distribution As of March 31, 2013, we had 120 employees working exclusively in sales, marketing and distribution. We divide these personnel across differentgeographic regions in India and the rest of the world. 100 of them are focused on sales and marketing to the Indian market, and 20 of them are focused on salesand marketing internationally. We have opened one company managed distribution center and are currently working on two new sites for our directdistribution centers in India. Our team continues to target having company-managed distribution centers in 14 additional major cities in India over the next 30months, which we expect will result in greater market penetration and higher margins. We support our sales force using a marketing strategy includingextensive media advertising in both Indian and international markets. We use television, radio and print advertisements to reach our end users in order topromote the Amira brand name. Our products also reach our Indian customers through our network of 119 regional distributors. Our products reach our international customersthrough our network of 23 third party international distributors in 17 countries, who coordinate regional marketing, sales and distribution, including fivedistributors in the United States. 34 Customers Customers for our Amira branded products include Indian retailers such as Bharti Wal-Mart, Big Bazaar, Metro Cash & Carry, Spar, Spencer’sRetail, Star Bazaar (Tesco India), and Total and global retailers such as Carrefour, Costco, Jetro Restaurant Depot, Lulu’s, and Smart & Final, and throughthe foodservice channel. Our third party branded products are sold to many international and regional customers in more than 40 countries, such asIndonesia’s Business State Logistics Agency (Bulog), Platinum Corp. FZE, and SGS International Rice Co. Inc., who market them under their own brandsthrough their own distribution networks. Our institutional products are sold to large international and regional trading firms. Sales to our top five customersand distributors collectively accounted for 33.4%, 46.6% and 50.5%, of our revenue in fiscal 2013, 2012 and 2011 respectively. No single customer ordistributor accounted for over 13% of our revenue during fiscal 2013, 27% of our revenue during fiscal 2012 or 18% of our revenue during fiscal 2011. Ourother retail customers in India consist of small, privately owned independent stores, typically at a single location, which we refer to as traditional retail, that weaccess through our distribution network. Competition The rice industry in India is highly fragmented and intensely competitive. Competition in the rice markets is principally on the basis of productselection, product quality, reliability of supply, processing capacity, brand recognition, distribution capability and pricing. With respect to our Basmati rice,we compete with various types of competitors in the fragmented and unorganized Basmati rice market, including other large Indian distributors and nationalrice brands to smaller businesses in India and around the world. Internationally, our major competitors are leading Indian overseas Basmati rice companies.Basmati rice has historically only been grown successfully in the Indian states of Haryana, Uttar Pradesh, Uttaranchal and Punjab, Rajasthan, Jammu andKashmir, and in a part of the Punjab region located in Pakistan which enjoy the climatic conditions required to successfully grow Basmati rice. A type of ricesimilar to Basmati is grown and sold as Basmati rice from California and Texas, among other places. According to Euromonitor, in the global packaged ricelandscape, the top 10 brands only accounted for 9.1% of market share by value in 2010. Intellectual Property We protect our intellectual property through copyright and trademark laws. Our intellectual property includes the registered trademarks “Amira,”Goodlength,” and “Daily Fresh” under the Indian Trade Marks Act, 1999. The registration of a trademark is valid for ten years but can be renewed. Inaddition, we have applied for the registration of the “Amira Food Connect” logo, the “Amira Pure” label and “Amira” across certain other product categories.The registration of any trademark in India is a time-consuming process, and there can be no assurance that any such registration will be granted. Further, wehave obtained copyright protection for certain of our intellectual property, which include our “Amira” label and logo, under the Indian Copyright Act, 1957.While registration is not a prerequisite for acquiring or enforcing copyrights, registration creates a presumption favoring the ownership of the registered owner.Copyright registration in India gives copyright protection in 165 other countries which are signatories to the Berne Convention. We have also registered, or are in the process of registering, trade names and trademarks internationally in various countries where our products aresold, including in the United States. Employees As of March 31, 2013, 2012 and 2011, we had 326, 226 and 210 full time employees, respectively. As of March 31, 2013, we had 45 employeesworking in our accounting and finance department, 120 working in sales, marketing and distribution, and 91 working at our processing facility. We haveentered into employment agreements with all of our full-time employees that provide for termination of their employment upon delivery of two months’severance or notice, and that prohibit them from soliciting any of our other employees during or after their employment. There is a registered trade unioncomprising a small number of workers at the processing facility. We consider our relations with our employees to be amicable. 35 Insurance We currently maintain commercial general liability insurance and property insurance. We also have liability insurance for our directors and officers. Legal Proceedings We are subject to litigation in the normal course of our business. Except as set forth below, we are not currently, and have not been in the recent past,subject to any legal, arbitration or government proceedings (including proceedings pending or known to be contemplated) that we believe will have a significanteffect on our financial position or profitability. On April 4, 2012, a vessel carrying rice owned by Amira C Foods International DMCC with a market value of approximately $10 million arrived atthe Subic Special Economic Zone (“SSEZ”) in the Port of Subic Bay, a free trade zone located in the Republic of the Philippines for purposes of temporarywarehousing and trans-shipment. Amira C Foods International DMCC engaged Metro Eastern Trading Corp., or Metro Eastern, a registered “locator,” dulyauthorized and regulated by the Subic Bay Metropolitan Authority to unload, warehouse, and transship the vessel’s cargo. On May 15, 2012, the Collector ofCustoms (the “COC”) in the Port of Subic Bay issued a warrant of seizure and detention to Metro Eastern with respect to the shipment alleging violation ofcertain sections of the Tariff and Customs Code of the Philippines. On June 8, 2012, Amira C Foods International DMCC filed a position paper with the COCas an intervenor, being the legal owner of the goods, arguing that the COC lacks jurisdiction over the goods because they were never imported into thePhilippines, but only transshipped into the Port of Subic free trade zone. On June 15, 2012, Amira C Foods International DMCC’s legal counsel received anundated decision from the COC issued against Metro Eastern, upholding the seizure of the rice shipment and forfeiture of the goods to the Philippines ongrounds that the shipment was imported into the Philippines without a valid import permit. On June 27, 2012, the rice subject to the warrant was sold to arelated party for $11,445,000 under an arrangement that effectively transferred all risks and rewards to the goods without any recourse or further obligation,other than our obligation to make best efforts to assist the purchaser in any regulatory, port and customs clearance required to transship the goods, the cost ofwhich will be borne by the purchaser. Both Metro Eastern and Amira C Foods International DMCC as intervenor appealed this decision with the Office of theCommissioner of the Bureau of Customs (“BOC”), and we were notified on October 3, 2012 that this appeal was denied. We believe there are several groundsfor this decision to be reversed on appeal, including that all goods located in the SSEZ in the Port of Subic Bay are outside of the legal jurisdiction of theCustoms Authority of the Philippines, and that the shipment was landed there solely for purposes of transshipment and not for importation into thePhilippines. Accordingly, on October 16, 2012, Amira C Foods International DMCC filed an appeal with the Court of Tax Appeals (“CTA”), contesting theBOC decision on grounds that it was contrary to law and prevailing jurisprudence. We intend to continue seeking the reversal of this decision with the Courtof Tax Appeals of the Philippines, and if necessary with higher courts. On October 17, 2012, the COC conducted a public auction for the seized rice and an entity named Veramar Rice Mill and Trading Company wasdeclared as the highest bidder with a bid of Php 487 Million (approximately $11.66 million at the rate of Php 41.18 to one U.S. dollar). Based onrepresentations by BOC’s legal counsel during the hearing of October 22, 2012 before the COC, the full bid amount has been delivered to the COC and suchamount has been deposited in escrow to be released to the final prevailing party. Should the CTA find the forfeiture to be invalid, it will issue a ruling that theescrowed amount be released to Amira C Foods International DMCC. After several motions for extension, the BOC as represented by the Office of the Solicitor General (“OSG”) filed its Answer dated January 4, 2013. Inits Answer, the OSG essentially reiterated the arguments in assailed Decision dated September 11, 2012 to justify the seizure and forfeiture of the subject rice.We have filed our Motion to Admit Attached Reply dated January 18, 2013 refuting the arguments of the OSG. The case is currently at the pre-trial stage. To limit the disputed issues that must be subject to proof by the parties, both parties have submitted aJoint Stipulation of Facts. Should the CTA rule against Amira C Foods International DMCC, we intend to appeal the ruling to the higher courts. Concurrently with the proceedings of the BOC, the Senate of the Philippines conducted fact-finding hearings in support of potential legislation withregard to these events. Protik Guha, our chief operating officer, testified before one such hearing on August 22, 2012. On September 4, 2012, at a hearing thatMr. Guha did not attend, the Senate of the Philippines cited Mr. Guha in contempt for allegedly testifying falsely before the Senate and ordered his detention.This citation is an administrative and not a criminal matter. A motion for reconsideration to lift the contempt citation with accompanying back-up support wasfiled. However, on October 16, 2012, the Senate Joint Committees denied the motion for reconsideration. Consequently, the warrant for Mr. Guha’s arrestissued by the Senate remains outstanding. Mr. Guha maintains that he did not falsely testify before the Senate and will continue to explore all available legaloptions. We do not believe that the Senate hearings or its report will have a material effect on our business. 36 An order dated November 10, 2010 was issued against Amira India by the Department of Commerce, Ministry of Commerce and Industry of theGovernment of India. This order prohibits Amira India from entering into transactions with certain public sector undertakings, or PSUs, of the Department ofCommerce. The basis of the prohibition was the claim that Amira India had appropriated all the profits from the export of non-Basmati rice to Ghana andComoros, in 2008 and 2009, under a specific relaxation notification issued by the Director General of Foreign Trade while the PSUs were only paid a fixedtrading margin of the total value of the export. According to the Government of India, the profits should have inured to the benefit of the PSU, acting asexporter, and Amira India should have merely acted as a shipper. Amira India was alleged to have colluded with PSU employees and the foreign governmentsto deprive the PSUs of the profits. Amira India appealed this order to the High Court of Delhi and the High Court of Delhi subsequently reversed the order onthe grounds that it was issued without a hearing or issuance of a show cause notice. The Department of Commerce responded by issuing a show cause noticein April 2011, providing a hearing to Amira India, and reinstating the prohibition, through an order passed in April 2011. Amira India has challenged the saidorder by filing another petition before the High Court of Delhi. The matter is pending before the court and is currently at the stage of final arguments. The orderalso stated that the matter was referred to India’s Central Bureau of Investigation, or CBI. However, Amira India has not received any notice or other requestsfor information from the CBI as yet. Since the Department of Commerce has not requested monetary damages and we do not currently do business withPSUs, we do not believe that this proceeding will materially affect our business unless the Government of India reinstates the ban against the export of non-Basmati rice other than through the concerned PSUs. Further, Amira India is involved in ordinary course government tax audits from time to time, which typically include assessment proceedings carriedout in relation to tax returns filed for previous years, which may result in further tax demands by relevant taxation authorities, including the disallowance ofcertain claimed deductions. The aggregate additional and unpaid tax liability which Amira India may be required to pay, pursuant to such proceedings, isestimated to be approximately $623,529, excluding any penalties that may be levied by the tax authorities. On November 23, 2010 Amira India along with its directors and certain key officials were subjected to search and survey proceedings by the IndianIncome Tax Act Authority under the Indian Income Tax Act, 1961. During the course of these proceedings, the Income Tax authorities took custody of certainrecords and documents of the Company. The Company received notices from the Indian Income Tax Authority asking management to submit income taxstatements for the period beginning April 1, 2004 to March 31, 2012. Subsequently, in the spirit of settlement and to fulfill its procedural obligations under theIndian Income Tax Act, 1961, Amira India filed a petition before the Income Tax Settlement Commission and has paid the tax amounting to $188,784. We donot believe that we will be required to pay any material additional amount as the result of these proceedings. In August 2011, the DED imposed a fine and prohibition on a distributor/retailer of our “Amira” branded products in the UAE, on the basis of acomplaint made by Arab & India Spices LLC, which alleged that our “Amira” branded products infringed an existing trademark “Ameera” registered in thename of Arab & India Spices LLC in the UAE. In order to amicably resolve this issue, Amira India and Arab & India Spices LLC commenced negotiationsfor settlement in August 2011, and Arab & India Spices LLC issued a letter to the DED, informing them of the settlement negotiations and requesting that legalproceedings instituted by the DED in this regard be withdrawn. While the negotiations are still ongoing, we may not be able to reach a final settlement withArab & India Spices LLC, which could impair our ability to sell our “Amira” branded products in the UAE. However, this matter has not affected our abilityto sell our third-party branded products to the UAE and there is no existing monetary claim against Amira India in this matter. Seasonality of our Business Our revenue is typically higher from October through March than from April through September. Due to inherent seasonality in our business, ourresults may vary by quarter. For example, in fiscal 2013, our revenue was greatest in the quarter ended March 31, 2013 and lowest in the quarter endedSeptember 30, 2012. We procure most of our Basmati paddy between September and March. Our business requires a significant amount of working capitalprimarily due to the fact that a significant amount of time passes between when we purchase Basmati paddy and sell finished Basmati rice. Our averagecombined holding period of processed Basmati rice and paddy was 10 months, 11 months and 18 months for the fiscal years 2013, 2012 and 2011,respectively. Accordingly, we maintain substantial levels of working capital indebtedness that is secured by this inventory. Our results of operations may alsobe impacted by fluctuations in foreign currency. See “Item 5. Operating and Financial Review and Prospects—Factors Affecting our Results of Operations—Foreign exchange fluctuations.” 37 Government Regulations Applicable to Our Business in India The following description is a summary of the material regulations and policies, which are applicable to our business in India. Regulations Related to Agricultural Produce and Exports The Government of India, under the Foreign Trade (Development & Regulation) Act, 1992, or the Foreign Trade Act, together with the Foreign TradePolicy, provides for development and regulation of foreign trade by facilitating imports into, and augmenting exports from India, as a part of which it sets theminimum export price of goods, including Basmati and non-Basmati rice, from time to time. While the MEP for Basmati rice was terminated in July 2012,the Government of India may in the future reinstitute an MEP for Basmati rice. The Foreign Trade Act empowers the Director General of Foreign Trade toadvise the Government of India in formulation of export and import policy and to implement such policy. The Foreign Trade Act prohibits any person fromimporting or exporting any goods without an importer-exporter code number, granted by the Director General of Foreign Trade or an officer authorized by theDirector General of Foreign Trade. The Indian Ministry of Agriculture has established the Commission for Agricultural Costs and Prices, or CACP, to advise it on the price policy ofmajor agricultural commodities. The CACP provides recommendations in relation to the minimum fixed price of major agricultural produce, such as paddy,every year. These prices are announced by the Government of India with a view to ensure compensatory prices to farmers for their produce. Further, agriculture produce market committee laws have been enacted by various Indian state governments for benefit of Indian farmers, providingfor better regulation of the purchase, sale, storage and processing of agricultural produce, including rice, and the establishment of established market areas forsuch produce known as “mandies”, each governed by a market committee, within the respective state. Under the legislation, only persons with valid licensesare permitted to purchase, sell, store or process agricultural produce on behalf of buyers and sellers. In addition to the above policies of the Government of India, the following are some of the important regulations that apply to our business in India: Agricultural Produce (Grading and Marking) Act, 1937 The Agricultural Produce (Grading and Marking) Act, 1937, or the APGM Act, was enacted to provide for the grading and marking of agriculturaland other produce. The APGM Act gives powers to the Government of India to make rules for fixing the quality of agricultural produce. It provides powers ofentry, inspection and search and seizure to the inspecting authorities and penalties for violating the provisions of the AGPM Act. The Export (Quality Control and Inspection) Act, 1963 The Export (Quality Control and Inspection) Act, 1963, or the Export Quality Act, was enacted for the further development of an export trade fromIndia through quality control and inspection. The Export Quality Act provides for establishment of export inspection council to advise the Government of Indiaregarding measures for quality control and inspection for commodities intended for export. The Export Quality Act authorizes the Government of India tonotify commodities which shall be subject to quality control and inspection and specify the type of quality control or inspection applicable, and the agenciesauthorized to conduct quality control or inspection. The Government of India also has power to obtain information from exporters, inspect their premises andseize commodities. The Export Quality Act also provides for fines and penalties in case of non-compliance. 38 The Agricultural and Processed Food Products Export Development Authority Act, 1985 The Agricultural and Processed Food Products Export Development Authority Act provides for the establishment of the Agricultural and ProcessedFood Products Export Development Authority for the purpose of promotion and development of industries engaged in the export of certain scheduled products,including cereal and cereal products, and registration of and filing of returns by persons exporting the scheduled products. Under this act, the Government ofIndia also has the authority to prohibit, restrict or otherwise regulate the import and export of the scheduled products. The Export of Basmati Rice (Quality Control and Inspection) Rules, 2003 In exercise of powers conferred under Export (Quality Control and Inspection) Act, 1963 the Government of India has adopted the Export of BasmatiRice (Quality Control and Inspection) Rules, 2003, or the Basmati Rice Rules. The Basmati Rice Rules provide for inspection of Basmati rice by the ExportInspection Council to ascertain conformity with quality specifications prescribed by the Government of India. An exporter intending to export a consignment ofBasmati rice is required to register the contract with the Agricultural and Processed Food Products Export Development Authority along with a declaration thatadequate quality control has been exercised. On satisfying itself that adequate quality controls have been exercised, the agency issues a certificate declaring theconsignment as export worthy. In 2007, the Government of India banned the export of non-Basmati rice. However, pursuant to a notification (No. 71 (RE-2010)/2009-2014) datedSeptember 9, 2011, issued by the Ministry of Commerce and Industry of the Government of India, non-Basmati rice can again be exported from India,subject to certain conditions specified in the notification. Regulations Related to Food Quality The Food Safety and Standards Act, 2006 The Food Safety and Standards Act, 2006, or the FSS Act, provides for the establishment of the Food Safety and Standards Authority of India, orthe Food Authority, which lays down scientific standards for food and regulates the manufacture, storage, distribution, sale and import of food. The FoodAuthority is also required to provide scientific advice and technical support to the Government of India and Indian state governments in framing the PolicyRules and Regulations under the Act relating to food safety and nutrition. The FSS Act also sets forth regulations relating to the license and registration of foodbusinesses, general principles for food safety, responsibilities of food business operators and liability of manufacturers and sellers, and provides forpunishment, prosecution and adjudication for offences under the Act. Environmental Regulations Our business in India is subject to various environmental laws and regulations. Compliance with relevant environmental laws is the responsibility ofthe occupier or operator of the facilities. Our operations require various environmental and other permits covering, among other things, water use anddischarges, waste disposal and air and other emissions. Major environmental laws applicable to our operations are set forth below. The Environment (Protection) Act, 1986 The Environment (Protection) Act, 1986, or the EPA, is an umbrella legislation which encompasses various environment protection laws in India.The EPA grants the Government of India the power to take any measures it deems necessary or expedient for protecting and improving the quality of theenvironment and preventing and controlling pollution. Penalties for violation of the EPA include imprisonment, payment of a fine, or both. Under the EPA and the Environment (Protection) Rules, 1986, as amended, the Government of India has issued a notification (S.O. 1533(E)) datedSeptember 14, 2006, or the EIA Notification, which requires that prior approval of the Ministry of Environment and Forests, or the MoEF, or the StateEnvironment Impact Assessment Authority, or the SEIAA, as the case may be, be obtained for the establishment of any new project and for expansion ormodernization of existing projects specified in the EIA Notification. The EIA Notification states that obtaining of prior environment clearance includes fourstages: screening, scoping, public consultation and appraisal. 39 An application for environment clearance is made after the prospective project or activity site has been identified, but prior to commencingconstruction activity or other land preparation. Certain projects which require approval from the SEIAA may not require an EIA report. For projects thatrequire preparation of an EIA report, public consultation involving public hearing and written responses is conducted by the State Pollution Control Board,prior to submission of a final EIA report. The environmental clearance (for commencement of the project) is valid for up to five years for all projects (otherthan mining projects). This period may be extended by the concerned regulator for up to five years. The Water (Prevention and Control of Pollution) Act, 1974 The Water (Prevention and Control of Pollution) Act, 1974, or the Water Act, aims to prevent and control water pollution and to maintain or restorewater purity. The Water Act provides for one central pollution control board, as well as various state pollution control boards, to be formed to implement itsprovisions. The Water Act debars any person from establishing any industry, operation or process or any treatment and disposal system likely to dischargesewage or other pollution into a water body, without prior consent of the State Pollution Control Board. The Air (Prevention and Control of Pollution) Act, 1981 The Air (Prevention and Control of Pollution) Act, 1981, or the Air Act, aims to prevent, control and abate air pollution, and stipulates that noperson shall, without prior consent of the State Pollution Control Board, establish or operate any industrial plant which emits air pollutants in an air pollutioncontrol area. The Central Pollution Control Board and State Pollution Control Board constituted under the Water Act perform similar functions under the AirAct as well. Not all provisions of the Air Act apply automatically to all parts of India, and the State Pollution Control Board must notify an area as an “airpollution control area” before the restrictions under the Air Act apply. The Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008 The Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008, or the Hazardous Wastes Rules, regulate thecollection, reception, treatment, storage and disposal of hazardous waste by imposing an obligation on every occupier and operator of a facility generatinghazardous waste to dispose of such waste without harming the environment. Every occupier and operator of a facility generating hazardous waste must obtainapproval from the applicable State Pollution Control Board. The occupier is liable for damages caused to the environment resulting from the improper handling and disposal of hazardous waste and must payany fine that may be levied by the respective State Pollution Control Board. The Plastic (Waste Management and Handling) Rules 2011 The Plastic (Waste Management and Handling) Rules 2011 take into account the significant growth in waste generation, predominantly in the form ofcarry bags and multi-layered plastic packaging, and lays out procedures and guidelines for plastic waste collection, segregation and disposal. The PlasticRules include the stipulation of benchmarked standards for recycling facilities, mandatory pricing of consumer carry bags given by retailers, a labelingscheme, and extended responsibility to both manufacturers and users of plastic packaging. Foreign Investment Regulations Pursuant to the Consolidated Foreign Direct Investment policy (effective from April 5, 2013) issued by the Department of Industrial Policy andPromotion of the Government of India, 100% foreign direct investment is allowed in services related to agricultural and related sectors. Principal operating facilities As of March 31, 2013, our material properties consist of one office and one processing facility in India, seven international offices in India,Malaysia, Dubai, Singapore, the United Kingdom, the United States and Nigeria, 11 warehouse facilities in India, and two warehouse facilities in the UnitedStates. We own our processing facility and lease the other properties. 40 Our processing facility is located in Gurgaon, Haryana, India, which is near New Delhi. We presently have a total installed hourly milling capacityof 24 metric tons of paddy per hour across a covered area of 310,221 square feet. We plan to use part of the proceeds of our IPO to expand our milling andsorting capacity from 24 metric tons per hour as of March 31, 2013 to approximately 60 metric tons per hour by fiscal 2015 with the addition of a newmilling plant located in Haryana, India, which we expect will provide additional milling and sorting capacity of 48 metric tons per hour. Upon the completionof this new facility, we plan to close down the oldest two of the three milling plants at our existing facility, which together have a milling and sorting capacityof 12 metric tons per hour. ITEM 4A.UNRESOLVED STAFF COMMENTS None. ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financialstatements and the notes to those financial statements appearing elsewhere in this Annual Report. This discussion contains forward-looking statements thatinvolve significant risks and uncertainties. As a result of many factors, such as those set forth under “Forward-Looking Statements” and “Item 3D. RiskFactors” and elsewhere in this Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements. Overview We are a leading global provider of packaged Indian specialty rice, with sales in over 40 countries today. We generate the majority of our revenuethrough the sale of Basmati rice - premium long-grain rice grown only in certain regions of the Indian sub-continent, under our flagship Amira brand as well asunder other third party brands. Our fourth generation leadership has leveraged nearly a century of experience to take the Amira brand global in recent years. Werecently launched new lines of Amira branded products such as ready-to-eat snacks to complement our packaged rice offerings and we also sell bulkcommodities to large international and regional trading firms. We sell our products, primarily in emerging markets, through a broad distribution network. We launched our flagship Amira brand in 2008 andnow sell our branded products in more than 25 countries. In emerging markets, our customer channels include traditional retail, which we define as small,privately-owned independent stores, typically at a single location, and modern trade retailers, which we define as large supermarkets typically in a mall or on acommercial street and usually part of a chain of stores. Since 2010, Amira India has been recognized each year by the World Economic Forum as a GlobalGrowth Company, an invitation-only community consisting of approximately 300 of the world’s fastest-growing corporations, including companies such asillycaffeSpA and Intralinks. In 2010, 2011 and 2012, Inc. India, a leading Indian business magazine, identified Amira India as one of India’s fastest growingmid-sized companies. In April 2013, Bharti Wal-Mart awarded us Best Partner in the “Staples” category for 2012. Revenue for fiscal 2013 was $413.7 million, with sales of Amira branded and third party branded products contributing 98.2% of our revenue andsales of bulk commodity products to our institutional clients contributing 1.8% of our revenue. Revenue for fiscal 2012 was $329.0 million, with sales ofAmira branded and third party branded products contributing 91.9% of our revenue and sales of bulk commodity products to our institutional clientscontributing 8.1% of our revenue. Revenue for fiscal 2011 was $255.0 million, with sales of Amira branded and third party branded products contributing83.5% of our revenue and sales of bulk commodity products to our institutional clients contributing 16.5% of our revenue. Our Indian business consists primarily of sales under the Amira brand name. We believe that we have a pan-Indian presence and reach ourcustomers through 119 distributors that sell our products to both traditional and modern retailers, as well as foodservice customers. Our internationalbusiness primarily consists of the sale of Amira branded, third party branded and institutional products in more than 40 countries worldwide. We access theseinternational markets through a combination of regional offices, in-country distribution and global retailer relationships. Our international markets consistprimarily of high-growth emerging markets. 41 As of March 31, 2013, we had 120 employees working exclusively in sales, marketing and distribution. We divide these personnel across differentgeographic regions in India and the rest of the world. 100 of them are focused on sales and marketing to the Indian market, and 20 of them are focused on salesand marketing internationally. We have opened one company managed distribution center and are currently working on two new sites for our directdistribution centers in India. Our team continues to target having company-managed distribution centers in 14 additional major cities in India over the next 30months, which we expect will result in greater market penetration and higher margins. We support our sales force using a marketing strategy includingextensive media advertising in both Indian and international markets. We use television, radio and print advertisements to reach our end users in order topromote the Amira brand name. We believe we have strong relationships with a network of large distributors. As of March 31, 2013, we had 119 distributors across India and 23international distributors. In order to further increase our Indian and international revenue, particularly for our branded products in India, we have recentlyentered into arrangements with leading retail chains for the distribution of our Amira branded products, including Bharti Wal-Mart, Big Bazaar, MetroCash & Carry, Spar, Spencer’s Retail, Star Bazaar (Tesco in India) and Total in India, and Carrefour, Costco, Jetro, Restaurant Depot, Lulu’s and Smart &Final globally. We sell our third-party branded products to many large international and regional customers, such as Indonesia’s Business State LogisticsAgency (Bulog), Platinum Corp. FZE and SGS International Rice Co. Inc., who market them under their own brand through their own distribution networks. Factors Affecting our Results of Operations Our results of operations, cash flows and financial condition are affected by a number of factors, including the following: Demand for Basmati rice In fiscal 2013, 2012 and 2011, we derived 76.1%, 69.8% and 61.0% of our revenue, respectively, from sales of Basmati rice. Its unique taste,aroma, shape and texture have historically elicited premium pricing. Consumption of Basmati rice in India is estimated to have grown at a CAGR of 25.0% to1.5 million metric tons in fiscal 2011 from less than 0.5 million metric tons in fiscal 2006, according to CRISIL Research. Indian Basmati rice exports grewat a CAGR of 20.2% by volume between fiscal 2007 and 2011. However, any negative change in customer preferences for Basmati rice may result in reduceddemand and could harm our business and results of operations. Demand for our products in our international markets In fiscal 2013, 2012 and 2011, our revenue from international sales was $224.8 million, $217.0 million and $157.7 million, respectively, andaccounted for 54.3%, 66.0% and 61.9% respectively, of our revenue in these periods. We sold our products to customers in over 40 countries and significantportions of our international sales were to Asia Pacific, EMEA and North America. Region FY 2013 FY 2012 FY 2011 (Amount in $ million) EMEA 193.3 165.5 77.1 Asia Pacific (excluding India) 24.7 47.1 78.4 North America 6.8 4.4 2.2 Total 224.8 217.0 157.7 We plan to expand our international operations into additional countries in the near future. Our international sales are dependent on general economicconditions in our various international markets and regulatory policies and governmental initiatives of these jurisdictions relating to the import of Basmati riceand our other products from India. Over the last decade, our relationships with key customers have led to an increase in the number as well as the size oforders, which resulted in increased revenue from international sales of Basmati rice. 42 Increasing sales of Amira branded products in India and international markets Our Amira branded products were formally launched in 2008 and currently consist of several rice varieties and ready-to-eat snacks. We sell ourbranded products to retailers in India such as Bharti Wal-Mart, Big Bazaar, Metro Cash & Carry, Spar, Spencer’s Retail, Star Bazaar (Tesco in India) andTotal, and to global retailers in more than 25 international markets—including both emerging and developed markets- such as Carrefour, Costco, JetroRestaurant Depot, Lulu’s and Smart & Final, and through the foodservice channel. In India, we primarily sell Basmati rice and other packaged foods such as ready-to-eat snacks under the Amira brand name. Branded Basmati ricetypically produces higher margins compared to non-branded Basmati rice. Sales of our branded products have increased as a percentage of revenue in recentyears, and we believe that the expansion of our distribution network and arrangements with large retail chains in India will result in increased Indian revenuefrom Amira branded products. Consistent with our historical branded growth strategy, we plan to leverage our success in existing international markets to further penetrate them andenter other international markets with our Amira branded product offerings. From our existing international operations, we have gained a deep understanding ofend markets and consumer preferences which helps us to shape our strategy for branded products. We intend to either launch or increase our Amira brandedpresence in more than 25 additional countries in the next five years. Cost of capital and working capital cycle We procure most of our Basmati paddy between September and March. Our business requires a significant amount of working capital primarily dueto the fact that a significant amount of time passes between when we purchase Basmati paddy and sell finished Basmati rice. Our average combined holdingperiod of processed Basmati rice and paddy was 10 months ,11 months and 18 months for the fiscal years 2013, 2012 and 2011, respectively. Hence, wemaintain substantial levels of short term indebtedness, primarily in the form of secured revolving credit facilities that are secured primarily by this inventory.As of March 31, 2013, 2012 and 2011, we had $161.6 million, $141.8 million and $161.0 million of total indebtedness, respectively, of which more than99% had floating rates of interest. Any fluctuations in interest rates may directly affect the interest costs of such loans, and could harm our results ofoperations. For more information, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.” Our interest expense as apercentage of revenue decreased due to the use of approximately $52 million of the net proceeds of our IPO to repay a portion of our outstanding securedrevolving credit facilities. Capacity expansion As part of our growth strategy, we intend to significantly expand our rice processing capacities. We plan to use part of the proceeds of our IPO toexpand our milling and sorting capacity from 24 metric tons per hour as of March 31, 2013 with the addition of a new milling plant located in Haryana, India,which we expect will provide additional milling and sorting capacity of 48 metric tons per hour. Upon the completion of this new facility, we also plan to closedown the oldest two of the three milling plants at our existing facility, each of which has a milling and sorting capacity of six metric tons per hour, which willresult in our total milling and sorting capacity reaching approximately 60 metric tons per hour by fiscal 2015. Our future expansion plans are expected torequire additional capital expenditures. We expect that the increased processing capacity will improve our operational efficiencies and yield and will drivemargin expansion. Procurement and cost of Basmati paddy and aged rice Our primary raw materials are Basmati paddy and semi-processed rice. Our business and results of operations are significantly dependent on thecost of raw materials used in our production process and our ability to procure sufficient good quality Basmati paddy and ungraded rice, which is semi-processed rice where the husk has been removed but the rice has not been fully processed. Cost of material, which includes the costs of finished goods soldthat have been consumed during the period by adjusting for any increase or decrease in our finished goods inventory, constitutes the largest component of ourexpenditures and, presented as a percentage of revenue in fiscal 2013, 2012 and 2011 are 77.3%, 80.1% and 80.8%, respectively. Since Basmati paddy cropis grown once a year, we are required to complete most of our annual procurement during the period between September and March. Basmati paddy availableduring this period is generally of superior quality compared to paddy available during the off-season. We purchase small quantities of paddy in the off-seasonto supplement our annual procurement and to benefit from lower paddy prices. 43 Our ability to procure adequate quantities and good quality Basmati paddy also depends on crop conditions. For example, crop yields of Basmatipaddy could decrease due to inadequate or delayed monsoons or heavy rains and high winds. The price of Basmati paddy procured by us depends on thevariety of Basmati paddy we purchase, which is primarily determined by the demand for specific Basmati rice varieties. The price of Basmati paddy alsodepends on the quality of that season’s crop, which depends on weather conditions and the amount of monsoon or seasonal rainfall, and prevailing Indian andinternational demand, particularly during the paddy harvesting season. In determining the quantity and price of Basmati paddy that we purchase, we rely onthe historic demand and supply of particular Basmati varieties; estimates and forecasts of demand based on market information through continuinginteraction with significant customers, and expectation of the supply, quantity, quality and price of Basmati paddy based on information from farmers andour procurement agents. Foreign exchange fluctuations Our international sales account for a significant percentage of our revenue, and are typically denominated in U.S. dollars, and occasionally in Eurosand UAE Dirham. In fiscal 2013, 2012 and 2011, our revenue from international sales was 54.3%, 66.0% and 61.9%, respectively, of our revenue. As ofMarch 31, 2013, foreign currency receivables (net) were $20.9 million. Since most of our operations are located in India, our operating and other expenditures are denominated principally in Rupees. Depreciation of theRupee against the U.S. dollar and other foreign currencies could cause our products to be more competitive in international markets compared to ourcompetitors from other countries. Appreciation of the Rupee could also cause our products to be less competitive by raising our prices in terms of such othercurrencies, or alternatively require us to reduce the Rupee price we charge for international sales, either of which could harm our profitability. Our foreigncurrency exchange risks arise from the mismatch between the currency of a substantial majority of our revenue and the currency of a substantial portion ofour expenses, as well as timing differences between receipts and payments which could result in an increase of any such mismatch. We enter into forwardforeign exchange contracts taken against sales contracts to hedge against our foreign exchange rate risks in connection with our international sales. Forwardforeign currency exchange contracts outstanding as of March 31, 2013, 2012 and 2011 was $73.4 million, $166.2 million and $85.3 million, respectively.Our results of operations have been impacted in the past and may be impacted by such fluctuations in the future. For example, the Indian Rupee hasdepreciated against the U.S. dollar during fiscal 2013, and this depreciation may impact our results of operations in future periods. Financial Operations Overview Revenue We derive our revenue primarily from the sale of Amira branded and third party branded products and bulk commodities to our customers in bothIndian and international markets. The revenue is presented net of product returns, if any, made by customers. Our revenue grew by $84.7 million or 25.7% in fiscal 2013 as compared to fiscal 2012, and by $74.0 million or 29.0% in fiscal 2012 as comparedto fiscal 2011, respectively. Revenue from both our Amira branded products and our third party branded products contributed an aggregate of 98.2%, 91.9%and 83.5% to our revenue in fiscal 2013, 2012 and 2011, respectively. Sales of bulk commodity products to our institutional customers contributed 1.8%,8.1% and 16.5% to our revenue in fiscal 2013, 2012 and 2011 respectively. We expect to continue benefiting from the significant growth in demand forBasmati and other specialty rice, which we believe will outpace the growth of the overall global rice industry and resulting margins. Our top five customersand distributors in fiscal 2013, 2012 and 2011 accounted for 33.4%, 46.6% and 50.5%, respectively, in these periods. International revenue. Our international sales accounted for $224.8 million, $217.0 million and $157.7 million of our total revenue for fiscal2013, 2012 and 2011, respectively. Almost all of our international revenue is from sales to large distributors and global retailers. Our international revenue infiscal 2013 was primarily derived from sales to customers in EMEA ($193.3 million), Asia Pacific ($24.7 million), and North America ($6.8 million). Wehad 23 international distributors as of March 31, 2013. 44 India revenue. Our sales in India accounted $188.9 million, $112.0 million and $97.3 million of revenue for fiscal 2013, 2012 and 2011,respectively. We currently sell Basmati rice in India through a network of distributors who distribute our branded products to traditional retail outlets. In orderto increase our Indian revenue, we have recently entered into additional arrangements with leading retail chains for the distribution of our branded products. Wehad 119 Indian distributors as of March 31, 2013. Finance income Finance income primarily consists of interest received on collateral deposits made by us to obtain letters of credit and other non-cash instruments. Other financial items Other financial items, which primarily consist of our gain or loss due to foreign exchange fluctuations, or fluctuations in the value of the Rupee, inwhich we maintain our accounts, and the U.S. dollar, in which a portion of our revenue is denominated or other currencies in which our indebtedness isincurred. Other financial items also include gain or loss on forward contracts settled during the year and to the extent hedges are not effective, mark-to-marketgain or loss on open forward contracts as of the reporting date. We expect that income from these items will continue to contribute an insignificant percentage ofour revenue in the near future. We have designated certain derivative instruments as hedging instruments in a cash flow hedge relationship. All derivative financial instruments usedfor hedge accounting are recognized and measured at fair value. Changes in the fair value of the derivative hedging instruments designated as a cash flow hedgeare recognized in other comprehensive income and held in cash flow hedging reserve, a component of equity to the extent that the hedges are effective. To theextent that the hedge is ineffective, changes in fair values are recognized in the consolidated income statement and reported in “Other Financial Items.” Thecumulative gain or loss previously recognized in the cash flow hedging reserve is transferred to the consolidated income statement upon the occurrence of therelated forecasted transaction. If the forecasted transaction is no longer expected to occur, such cumulative balance is immediately recognized in theconsolidated income statement. Previously such derivative financial instruments were not designated as effective hedges, and all changes in instruments’ fairvalue that were reported in the consolidated income statement were included in “Other Financial Items.” Other income Other income primarily consists of income from export benefit (duty entitlement) in accordance with the Indian customs rules for being an exporterand insurance claims received by us under the various policies taken against the loss of stock of Basmati paddy and rice. Expenditures Our expenditures consist of: ·cost of material including change in inventory of finished goods, ·employee expenses, ·Freight, forwarding and handling expenses, ·other expenses, ·depreciation and amortization expenses, and ·finance costs. Cost of material including change in inventory of finished goods Cost of material consists of cost of raw materials, i.e. paddy, semi-processed rice and other products, other expenses used in processing ourproducts, certain direct expenses to bring inventory to its present location, and related taxes net of tax credit available, if any. Cost of material also includescost of finished goods consumed during the period by adjusting for any increase or decrease in our finished goods inventory. In fiscal 2013, 2012 and 2011cost of material represented 77.3%, 80.1% and 80.8%, respectively, of our revenue in these periods. 45 The price of Basmati paddy procured by us depends on the variety of Basmati paddy we purchase, which is primarily determined by the demandfor specific Basmati rice varieties. The price of Basmati paddy also depends on the quality of that season’s crop, which depends on weather conditions andthe amount of monsoon or seasonal rainfall, and prevailing Indian and international demand, particularly during the paddy harvesting season. We alsoprocure aged rice typically after the paddy procurement season is over based on our requirements from time to time, which we then further process, polish,sort and grade before selling it to our customers. Employee expenses Employee expenses primarily consist of: ·wages and salaries of our employees, ·defined benefit plans, accrued vacation, severance payments and bonuses, ·employee welfare expenses, and ·contributions to pension plans. Freight, forwarding and handling expenses Freight, forwarding and handling expenses primarily consists of ocean freight, inland freight, customs clearing and freight forwarding, materialhandling and demurrage. Other expenses Other expenses are comprised primarily of expenses of our sales and marketing operations and field location administrative costs which include: ·Export Credit Guarantee Corporation, or ECGC, premiums, which we pay in India to insure against payment defaults by buyers of ourexported products, ·product insurance, ·traveling, ·rent, ·power and fuel expenses, ·corporate headquarters expenses related to our executive, general management, finance, accounting and administrative functions, ·legal fees, and ·other functions. These costs are based on our volume of business and expenses incurred to support corporate activities and initiatives such as training. We plan to expand oursales and marketing efforts, improve our information processes and systems and implement the financial reporting, compliance and other infrastructurerequired for a public company. 46 Depreciation and amortization Depreciation consists primarily of depreciation expense recorded on property, plant and machinery, generator and boilers, storage equipment, officefurniture, fixtures, electrical panels and fittings, quality control and laboratory equipment and motor vehicles. Amortization expense consists primarily ofamortization recorded on intangible assets, such as trademarks & software licenses. Depreciation on property, plant and equipment is charged to income on a systematic basis over the useful life of assets as estimated by management.Depreciation is computed using the straight line method of depreciation. Finance costs Finance costs consist primarily of interest expense (borrowing costs) accrued on short term and long term loans taken from our lenders to fundworking capital, bank charges and other interest paid to artiyas for credit they extend when we purchase paddy. Results of Operations On October 15, 2012 we completed the IPO of our ordinary shares. On October 16, 2012, our wholly owned subsidiary, Amira Mauritiuspurchased 53,102,500 equity shares of Amira India representing 80.4% of the outstanding shares of Amira India pursuant to a subscription agreement datedSeptember 27, 2012, as subsequently amended on October 10, 2012. We accounted for this combination using the “pooling of interest method,” and accordingly, our financial statements included in this Annual Reportinclude our and Amira India’s assets, liabilities, revenues and expenses, which have been recorded at their carrying values and all periods in these financialshave been presented as if the share subscription took place as of April 1, 2011. Our results of operations for the fiscal years ended March 31, 2013, 2012 and 2011, respectively, were as follows: Year Ended March 31, 2013 2012 2011 Revenue $413,682,574 $328,979,799 $255,011,121 Other income 94,368 637,383 2,147,141 Cost of material (347,341,159) (270,259,623) (234,707,437)Change in inventory of finished goods 27,594,211 6,667,730 28,688,934 Employee expenses (5,553,197) (2,844,454) (2,413,584)Depreciation and amortization (1,943,846) (2,089,738) (1,915,934)Freight, forwarding and handling expenses (20,985,039) (13,990,863) (10,775,383)Other expenses (14,676,910) (10,568,202) (9,771,151) $50,871,002 $36,532,032 $26,263,707 IPO Expenses (1,750,082) - - Finance costs (21,751,614) (21,786,007) (19,676,559)Finance income 802,146 303,036 164,853 Other financial items (654,852) 1,032,599 2,607,924 Profit before tax $27,516,600 $16,081,660 $9,359,925 Income tax expense (8,267,562) (4,137,422) (2,948,276) Profit after tax $19,249,038 $11,944,238 $6,411,649 Profit after tax attributable to: Shareholders of the company 15,056,309 9,603,167 5,154,966 Non-controlling interest 4,192,729 2,341,071 1,256,683 Earnings per share Basic and diluted earnings per share(1) $0.63 $0.49 $ 0. 26 47 (1) Basic and diluted earnings per share is calculated by dividing our profit after tax, which starting with our first financial statements for the period in whichour IPO occurred, or the third quarter of fiscal 2013, is reduced by the amount of a non-controlling interest reflecting the remaining approximately 19.6% ofAmira India that is not indirectly owned by us, by our weighted average outstanding ordinary shares, during the applicable period. Comparison of the Fiscal Years ended March 31, 2013 and 2012 Our results of operations for fiscal 2013 and 2012, respectively, were as follows: Revenue Revenue for fiscal 2013 was $413.7 million, with sales of Amira branded and third party branded products contributing 98.2% of our revenue andsales of bulk commodity products to our institutional customers contributing 1.8% of our revenue. Revenue increased by $84.7 million, or 25.7%, to $413.7 million in fiscal 2013 from $329.0 million in fiscal 2012, primarily due to an increase insales volume both in India and internationally and to a lesser extent an increase in price. This revenue growth was driven primarily by sales of Amira brandedproducts, which increased by $73.3 million, or 60.3%, and sales of third party branded products which increased by $34.1 million or 18.9%, in fiscal 2013as compared to fiscal 2012. Revenue from sales in India increased by $76.9 million, or 68.7%, to $188.9 million in fiscal 2013 from $112.0 million in fiscal 2012, primarilydue to an increase of larger distributors and the launch of a company managed distribution center, which were more successful at selling our products,enabling us to increase revenue growth. Revenue from international sales increased by $7.8 million, or 3.6%, to $224.8 million in fiscal 2013 from $217.0 million in fiscal 2012, primarilydue to sales of Amira branded and third party branded products to our international customers which increased by $25.1 million or 12.9%, with acorresponding decrease in institutional sales by $17.32 million or 3.6%, which is consistent with our focus on rice and rice related products. The improvement in our international revenue from sales of both Amira branded and third party branded products is a result of our current strategyof expanding our brand penetration in existing markets and accessing new international markets. A breakdown of our revenue by geographic region is asfollows: Region FY 2013 FY 2012 (Amount in $ million) India 188.9 112.0 EMEA 193.3 165.5 Asia Pacific (excluding India) 24.7 47.1 North America 6.8 4.4 Total 413.7 329.0 Other income Other income was $0.1 million in March 31, 2013 compared to $0.6 million in March 31, 2012. This decrease was primarily due to certain changesto Indian customs regulations, which led to a reduction in the income derived from export benefits. Finance income Finance income was $0.8 million in fiscal 2013 compared to $0.3 million in fiscal 2012. This increase was primarily due to income earned on fundsreserved for our new processing facility pending their utilization. Other financial items Other financial items decreased by $1.7 million, or 163.4%, to an expense of $0.7 million in fiscal 2013 compared to income of $1.0 million infiscal 2012 mainly due to foreign exchange losses during the period. 48 Cost of materials, including change in inventory of finished goods Cost of materials increased by $56.1 million, or 21.3%, to $319.7 million in fiscal 2013 from $263.6 million in fiscal 2012, primarily reflectingthe growth in our revenue. As a percentage of revenue, cost of materials decreased to 77.3% in fiscal 2013 as compared to 80.1% in fiscal 2012 due toimproved operating efficiencies and economies of scale. Employee expenses Employee expenses increased by $2.8 million, or 95.2%, to $5.6 million in fiscal 2013 from $2.8 million in fiscal 2012. This increase wasprimarily due to increases in salaries, wages and allowances, and our hiring of additional professionally qualified employees across functions to supportbusiness growth. As a percentage of revenue, personnel costs were 1.3% and 0.9% in fiscal 2013 and 2012, respectively. Depreciation and amortization Depreciation and amortization expense decreased by $0.2 million to $1.9 million in fiscal 2013 as compared to $2.1 million in fiscal 2012. As apercentage of revenue, depreciation and amortization costs were 0.5% and 0.6% in fiscal 2013 and 2012, respectively. Freight, forwarding and handling expenses Freight, forwarding and handling expenses increased by $7.0 million, or 50.0%, to $21.0 million in fiscal 2013 from $14.0 million in fiscal 2012,primarily reflecting growth in revenue. This increase was due to more shipments involving our payment of shipping, insurance and freight costs. As apercentage of revenue, freight, forwarding and handling expenses increased to 5.1% in fiscal 2013 from 4.3% in fiscal 2012. Other expenses Other expenses increased by $4.1 million, or 38.9%, to $14.7 million in fiscal 2013 from $10.6 million in the fiscal 2012. This increase is in linewith business growth. As a percentage of revenue, other expenses increased to 3.5% in fiscal 2013 from 3.2% in fiscal 2012. These costs are based on thevolume of our business and expenses incurred to support corporate activities and business development initiatives. Finance costs Finance costs were $21.8 million in fiscal 2013 as compared to $21.8 million in fiscal 2012. As a percentage of revenue, finance costs were 5.3%and 6.6% in fiscal 2013 and 2012, respectively. This was primarily due to the use of a portion of the IPO proceeds to pay down a portion of the indebtednessunder our secured revolving credit facilities. IPO Expenses IPO expenses represent those expenses incidental to the IPO that are classified as expenses on our income statement for the period. On October 15,2012, we completed our IPO. IPO expenses amounted to $1.8 million, representing New York Stock Exchange listing fees and certain legal and consultingfees related to the IPO. Profit before tax Profit before tax increased by $11.4 million, or 71.1%, to $27.5 million in fiscal 2013 from $16.1 million in fiscal 2012. This increase wasprimarily due to an increase in revenue from both the Indian and international markets. Our key strategy of focusing on emerging growth markets enabled agrowth in profits. Profit before tax margins as a percentage of revenue increased to 6.7% in fiscal 2013 from 4.9% in fiscal 2012 primarily due to higher salesvolumes along with a decrease in finance costs as a percentage of revenue, which were 5.3% in fiscal 2013 as compared to 6.6% in fiscal 2012. 49 Income tax expense Corporate tax expense increased by $4.2 million, or 99.8%, to $8.3 million in fiscal 2013 from $4.1 million in fiscal 2012. This was mainly due tothe increase in profit before tax by $11.4 million, or 71.1%, to $27.5 million in fiscal 2013, as compared to $16.1 million in fiscal 2012. Tax expense as apercentage of revenue increased to 2.0% in fiscal 2013 from 1.3% in fiscal 2012, primarily due to an increase in revenue from India as compared to other lowertax jurisdictions. We recognized our income tax liability of amount $2.7 million and deferred tax liability of $8.5 million in accordance with our accountingpolicy on deferred tax as on March 31, 2013. Deferred income taxes are calculated using a balance sheet liability method on temporary differences between thecarrying amount of assets and liabilities and their tax bases using the tax laws that have been enacted or substantively enacted as on the reporting date. Profit after tax Profit after tax increased by $7.3 million, or 61.2%, to $19.2 million in fiscal 2013 from $11.9 million in fiscal 2012, due to the reasons mentionedabove. Profit after tax as a percentage of revenue increased to 4.7% in fiscal 2013 from 3.6% in fiscal 2012. Comparison of the Fiscal Years ended March 31, 2012 and 2011 Our results of operations for fiscal 2012 and 2011, respectively, were as follows: Revenue Revenue for fiscal 2012 was $329.0 million, with sales of Amira branded and third party branded products contributing 91.9% of our revenue andsales of bulk commodity products to our institutional customers contributing 8.1% of our revenue. Revenue increased by $74.0 million, or 29.0%, to $329.0 million in fiscal 2012 from $255.0 million in fiscal 2011, primarily due to an increase inprices, and to a lesser extent an increase in volume. This revenue growth was driven primarily by sales of third party branded products to our internationalcustomers, which increased by $62.9 million, or 53.3%, in fiscal 2012, and by revenue from sales of Amira branded products, which increased by $26.7million, or 28.0%, in fiscal 2012 as compared to fiscal 2011. Revenue from sales in India increased by $14.7 million, or 15.1%, to $112.0 million in fiscal 2012 from $97.3 million in fiscal 2011, primarilydue to our replacement of smaller distributors with larger distributors that were more successful at selling our products, enabling us to increase revenuegrowth. Revenue from international sales increased by $59.3 million, or 37.6%, to $217.0 million in fiscal 2012 from $157.7 million in fiscal 2011,primarily due to a $62.9 million or 53.3% increase in revenue from sales of third party branded products to our international customers. This was primarilydue to an increase in prices from a higher proportion of Basmati sales. The improvement in our international revenue from sale of both Amira branded and third party branded products is a result of our current strategy ofexpanding our brand penetration in existing markets and accessing new international markets. A breakdown of our revenue by geographic region is as follows: Region FY 2012 FY 2011 (Amount in $ million) India 112.0 97.3 EMEA 165.5 77.1 Asia Pacific (excluding India) 47.1 78.4 North America 4.4 2.2 Total 329.0 255.0 50 Other income Other income was $0.6 million in fiscal 2012 compared to $2.1 million in fiscal 2011. This decrease was primarily due to certain changes to Indiancustoms regulations, which led to a significant reduction in the income derived from export benefits. Finance income Finance income was $0.3 million in fiscal 2012 compared to $0.2 million in fiscal 2011. Other financial items Other financial items decreased by $1.6 million, or 60.4%, to $1.0 million in fiscal 2012 from $2.6 million in fiscal 2011, mainly due to lowerforeign exchange gains in fiscal 2012 compared to fiscal 2011. Cost of materials, including change in inventory of finished goods Cost of materials increased by $57.6 million, or 27.9%, to $263.6 million in fiscal 2012 from $206.0 million in fiscal 2011, primarily reflectingthe growth in our revenue and a slight increase in raw material prices. As a percentage of revenue, cost of materials remained relatively constant at 80.1% infiscal 2012 as compared to 80.8% in fiscal 2011. Employee expenses Employee expenses increased by $0.4 million, or 17.9%, to $2.8 million in fiscal 2012 from $2.4 million in fiscal 2011. This increase wasprimarily due to annual incremental increases in salaries, wages and allowances, and our hiring of additional professionally qualified employees acrossfunctions to support sales growth. As a percentage of revenue, personnel costs were 0.9% in each of fiscal 2012 and 2011. Depreciation and amortization Depreciation and amortization increased by $0.2 million, or 9.1%, to $2.1 million in fiscal 2012 from $1.9 million in fiscal 2011. This increasewas primarily due to installation of our new milling plant at our processing facility, which occurred during fiscal 2011, as a result of which we recognizeddepreciation and amortization costs for only a part of fiscal 2011, while we recognized them throughout all of fiscal 2012. As a percentage of revenue,depreciation and amortization costs were 0.6% and 0.8% in fiscal 2012 and 2011, respectively. Freight, forwarding and handling expenses Freight, forwarding and handling expenses increased by $3.2 million, or 29.8%, to $14.0 million in fiscal 2012 from $10.8 million in fiscal 2011,primarily reflecting growth in revenue. As a percentage of revenue, freight, forwarding and handling expenses were 4.3% and 4.2% in fiscal 2012 and 2011,respectively, the slight increase was primarily due to our higher international revenue, as compared to fiscal 2011, which generally involves higher freight,forwarding and handling expenses. Other expenses Other expenses increased by $0.8 million, or 8.2%, to $10.6 million in fiscal 2012 from $9.8 million in fiscal 2011. This increase is in line withbusiness growth. As a percentage of revenue, other expenses decreased to 3.2% in fiscal 2012 from 3.8% in fiscal 2011. These costs are based on our volumeof our business and expenses incurred to support corporate activities and business development initiatives. Finance costs Finance costs increased by $2.1 million, or 10.7%, to $21.8 million in fiscal 2012 from $19.7 million in fiscal 2011, primarily due to an increasein interest expense on secured revolving credit facilities taken from our lenders for working capital requirements, which increased by $1.4 million to$13.5 million in fiscal 2012 from $12.1 million in fiscal 2011. The Reserve Bank of India increased repurchase rates five consecutive times duringfiscal 2012, which resulted in a 150 basis point increase in the applicable interest rate in fiscal 2012 as compared to fiscal 2011. As a percentage of revenue,finance costs were 6.6% and 7.7% in fiscal 2012 and 2011, respectively. 51 Profit before tax Profit before tax increased by $6.7 million, or 71.8%, to $16.1 million in fiscal 2012 from $9.4 million in fiscal 2011. This increase was primarilydue to an increase in revenue from both India and international markets. Our key strategy of focusing on high growth markets enabled growth in profits. Profitbefore tax margins as a percentage of revenue increased to 4.9% in fiscal 2012 from 3.7% in fiscal 2011, primarily due to better price realization and highervolumes along with a decrease in finance costs as a percentage of revenue, which were 6.6% in fiscal 2012 as compared to 7.7% in fiscal 2011. Income tax expense Corporate taxes increased by $1.2 million, or 40.3%, to $4.1 million in fiscal 2012 from $2.9 million in fiscal 2011. This was mainly on accountof the increase in profit before tax of $6.7 million, or 71.8%, to $16.1 million in fiscal 2012, as compared to $9.4 million in fiscal 2011. However, taxexpense as a percentage of profit before tax decreased to 25.7% in fiscal 2012 from 31.5% in fiscal 2011, primarily due to our geographical mix of revenue indifferent tax jurisdictions. We recognized our income tax liability of $1.9 million and deferred tax liability of $4.8 million in accordance with our accountingpolicy on deferred tax as of March 31, 2012. Deferred income taxes are calculated using the balance sheet liability method on temporary differences between thecarrying amounts of assets and liabilities and their tax bases using the tax laws that have been enacted or substantively enacted as of the reporting date. Profit after tax Profit after tax increased by $5.5 million, or 86.3%, to $11.9 million in fiscal 2012 from $6.4 million in fiscal 2011. Due to the foregoing reasons,profit after tax as a percentage of revenue increased to 3.6% in fiscal year 2012 from 2.5% in fiscal year 2011. Quarterly Results The following table presents unaudited quarterly financial information for each of our last eight fiscal quarters on a historical basis. We believe thequarterly information contains all adjustments necessary to fairly present this information. The operating results for any quarter are not necessarily indicativeof the results for any future period. FY 2013 FY 2012 Three months ended Three months ended March 31,2013 December 31, 2012 September 30, 2012 June 30, 2012 March 31, 2012 December 31, 2011 September 30, 2011 June 30, 2011 (Unaudited, Amount in $) Revenue 140,246,379 113,900,598 79,363,793 80,171,804 127,259,918 72,923,389 61,667,142 67,129,350 Other income (2,606) 4,872 40,703 51,399 131,546 98,958 177,881 228,998 Cost of material (107,464,529) (111,730,620) (91,367,217) (36,778,793) (116,032,007) (48,995,785) (41,538,079) (63,693,752)Change in inventory of finished goods (1,552,839) 28,067,020 30,188,582 (29,108,552) 13,056,405 (6,690,887) (7,970,343) 8,272,555 Employee expenses (2,036,253) (1,677,493) (1,034,770) (804,681) (911,098) (723,820) (575,113) (634,423)Depreciation and amortization (510,001) (496,523) (476,424) (460,898) (511,678) (491,751) (547,303) (539,006)Freight, forwarding and handling expenses (5,364,447) (9,936,443) (2,959,869) (2,724,280) (6,597,781) (3,518,848) (1,502,966) (2,371,268)Other expenses (5,625,487) (4,011,836) (2,127,274) (2,912,313) (4,178,540) (2,396,009) (1,808,894) (2,184,759) 17,690,217 14,119,575 11,627,524 7,433,686 12,216,765 10,205,247 7,902,325 6,207,695 IPO Expenses - (1,750,082) - - - - Finance costs (6,088,227) (5,004,409) (5,320,478) (5,338,500) (5,978,389) (4,995,820) (5,418,706) (5,393,092)Finance income 314,553 308,443 69,983 109,167 92,398 125,321 42,959 42,358 Other financial items (66,879) (949,926) (1,907,463) 2,269,416 3,315,361 (1,960,237) (1,862,213) 1,539,688 Profit before tax 11,849,664 6,723,601 4,469,566 4,473,769 9,646,135 3,374,511 664,365 2,396,649 Income tax expense (3,342,676) (2,557,897) (1,165,074) (1,201,915) (2,407,049) (1,227,771) 179,860 (682,462)Profit after tax 8,506,988 4,165,704 3,304,492 3,271,854 7,239,086 2,146,740 844,225 1,714,187 52 Liquidity and Capital Resources As of March 31, 2013, we had debt in the following amounts: ·secured revolving credit facilities, aggregating $113.5 million; ·other facilities, aggregating $ 40.1 million; ·related party debt, aggregating $1.2 million; ·term loan facilities, aggregating $6.6 million; and ·vehicle loans, aggregating $0.2 million. Following our receipt of approximately $81 million in net proceeds from the IPO on October 15, 2012, we used approximately $52 million of theIPO proceeds to pay down a portion of the indebtedness under our secured revolving credit facilities rather than the amounts under any of our term loans,because our secured revolving credit facilities are at comparatively higher interest rates. As a result, the weighted average interest rate on secured revolvingcredit facilities has gone down as of March 31, 2013 as compared to March 31, 2012. As of March 31, 2013, an aggregate of approximately $11.4 million remained available for drawdown under our existing financing arrangements.Debt incurred under our secured revolving credit facilities bears interest at variable rates of interest, determined by reference to the relevant benchmark rate.Most of our debt is in Rupees. The weighted average interest rates for each of the reporting periods were as follows: Interest Year Ended March 31, 2013 Year EndedMarch 31,2012 Year EndedMarch 31,2011 Secured revolving credit facilities Floating Rates of Interest 11.6% 12.5% 10.6%Other facilities Floating Rates of Interest 11.1% 10.9% 10.1%Related party debt Fixed Rate of Interest 11.6% 11.6% 11.6%Term loans Floating Rate of Interest 12.9% 12.4% 11.5%Vehicle loan Fixed Rate of Interest 10.7% 8.9% 9.7% Our secured revolving credit facilities have been provided to us by a consortium of 10 banks (Canara Bank, ICICI Bank, Oriental Bank ofCommerce, Indian Overseas Bank, Yes Bank, Bank of India, State Bank of India, State Bank of Hyderabad, Bank of Baroda and Vijaya Bank), while theterm loan facilities have been provided by ICICI Bank and Bank of Baroda. Our outstanding secured revolving credit facilities and term loans have been secured by, among other things, certain current and fixed assets ofAmira India, including property, plant and equipment, and supported by personal guarantees issued by Mr. Karan A. Chanana (our Chairman and ChiefExecutive Officer) and Anita Daing (a director of Amira India). Mr. Karan A. Chanana and Ms. Daing have issued personal guarantees in favor of CanaraBank, the lead bank of a consortium of 10 banks that granted Amira India its outstanding secured revolving credit facilities. Under these personal guarantees,Mr. Karan A. Chanana and Ms. Daing have guaranteed the repayment of the secured revolving credit facilities, up to a sum of $175.7 million, along with anyapplicable interest and other charges due to the consortium. In the event that Amira India defaults in its payment obligations, Canara Bank has the right todemand such payment from Mr. Karan A. Chanana and/or Ms. Daing, who are obligated under the terms of the personal guarantees to make such payment. Additionally, personal guarantees containing similar terms have been issued by Mr. Karan A. Chanana and Ms. Daing in favor of Bank of Barodaand ICICI Bank for amounts not exceeding $2.1 million and $4.7 million, respectively, guaranteeing repayment of the term loan facilities availed by AmiraIndia from these banks. ANFI will indemnify its directors and officers, including Mr. Karan A. Chanana, in accordance with its amended and restated memorandum andarticles of association and indemnification agreements entered into with such directors and officers. Such indemnification includes indemnification forMr. Karan A. Chanana’s personal guarantees described above. 53 Under the terms of certain of our loan facilities, Amira India is required to obtain the consent of lenders prior to declaring and paying dividends, andsome of its current facilities preclude it from paying cash dividends in the event of default in its repayment obligations. Additionally, such financingarrangements contain limitations on Amira India’s ability to: ·incur additional indebtedness, ·effect a change in Amira India’s capital structure, ·formulate any merger or other similar reorganization such as a scheme of amalgamation, ·implement a scheme of expansion, diversification, modernization, ·make investments by way of shares/debentures or lend or advance funds to or place deposits with any other company, except in the normalcourse of business, ·create any charge, lien or encumbrance over its assets or any part thereof in favor of any financial institution, bank, company or persons, and ·make certain changes in management or ownership. In fiscal 2013, 2012 and 2011 we spent $1.5 million, $0.9 million and $1.8 million, respectively, on capital expenditures. Historically, our cash requirements have mainly been for working capital as well as capital expenditures. As of March 31, 2013, our primarysources of liquidity, aside from our secured revolving credit facilities, were $33.3 million of cash and cash equivalents and short term investments, whichdeposits are available on demand. Following our receipt of approximately $81 million in net proceeds from the IPO on October 15, 2012, $52 million of theproceeds were used for the repayment of indebtedness, $25 million is held in interest bearing deposit with banks, pending the construction of a newprocessing facility, and $4 million was retained for future operating expenses through 2015 (of which $3.8 million remains as of March 31, 2013 as part ofcash and cash equivalents). Our trade receivables primarily comprise receivables from our retail and institutional customers to whom we typically extend credit periods. Ourtrade receivables were $66.8 million as of March 31, 2013. Our prepayments and current assets primarily consist of advances to our suppliers to secure better prices and availability of inventory in futureperiods, insurance claim receivables, short term investments and input tax credit receivables. Our prepayments were $8.4 million as of March 31, 2013. We believe that our current cash and cash equivalents, cash flow from operations, debt incurred under our secured revolving credit facilities andother short and long term loans, and the proceeds from our IPO will be sufficient to meet our anticipated regular working capital requirements and our needsfor capital expenditures for at least the next 12 months. We may, however, require additional cash resources to fund the development of our new processingfacility or to respond to changing business conditions or other future developments, including any new investments or acquisitions we may decide to pursue. Since we are currently a holding company, we do not generate cash from operations in order to fund our expenses. Restrictions on the ability of oursubsidiaries to pay us cash dividends may make it impracticable for us to use such dividends as a means of funding the expenses of ANFI. However, in theevent that ANFI requires additional cash resources, we may conduct certain international operations or transactions through ANFI using transfer pricingprinciples that involve Amira India or its trading affiliates, or seek third-party sources of financing in the form of debt or equity. 54 The following table sets forth the summary of our cash flows for the periods indicated: Fiscal year ended March 31, 2013 2012 2011 (Amount in $ million) Net cash from/(used in) operating activities (60.2) 19.9 1.5 Net cash from/(used in) investing activities (0.9) (1.0) (1.2)Net cash from/(used in) financing activities 88.5 (15.7) 7.4 Effect of exchange rate fluctuations on cash held (2.5) (3.0) 0.0 Net increase/(decrease) in cash and cash equivalents 24.9 0.2 7.7 Cash and cash equivalents at beginning of period 8.4 8.2 0.5 Cash and cash equivalents at end of period 33.3 8.4 8.2 Net Cash Generated From/ (Used In) Operating Activities Net cash used in operating activities was $60.2 million in fiscal 2013 compared to $19.9 million of cash generated in fiscal 2012, primarily due toincreased inventories and trade receivables resulting from increased sales. Net cash generated from operating activities increased to $19.9 million infiscal 2012 from $1.5 million in fiscal 2011. Generally, factors that affect our earnings include, among others, sales price and volume, costs andproductivity, which similarly also affect our cash flows provided by (or used by) operations. Net Cash Generated From/ (Used In) Investing Activities In fiscal 2013, cash used in investing activities was $0.9 million compared to $1.0 million of cash used in fiscal 2012 which were primarily topurchase tangible assets. In fiscal 2011, cash used in investing activities was $1.2 million, most of which was spent on construction of the new milling plantat our processing facility. Net Cash Generated From/(Used In) Financing Activities In fiscal 2013 we received $82.6 million as IPO proceeds (net of IPO related expenses of $9.1 million) and net proceeds of $28.0 million from shortterm debt. This cash position allowed us to repay a long term debt of $2.2 million and interest of $19.8 million, which resulted in a net inflow of $88.5million from financing activities in fiscal 2013. In fiscal 2012, we received $3.7 million of short term debt and $0.2 million of long term debt. This allows us to pay $2.4 million of long termborrowings and interest of $17.2 million, which resulted in net outflow of $15.7 million from financing activities in fiscal 2012. In fiscal 2011, we received $11.4 million and $18.3 million from short term and long term debt, part of which has been used to pay $14.5 millioninterest on total debt of $161.0 million, resulting in net outflow of $7.4 million from financing activities in fiscal 2011. Contractual Obligations The following is a summary of our contractual obligations and other commitments as of March 31, 2013: Payments due by period Total Less than1 year 1-2 years 2-5 years More than 5 years (Amount in $ million) Long Term Debt Obligations 6.9 2.0 2.0 2.9 0.0 Operating Lease Obligations 0.4 0.4 - - - Short Term Debt Obligations 154.7 154.7 - - - Total 162.0 157.1 2.0 2.9 0.0 55 Inflation Our results of operations and financial condition have historically not been significantly affected by inflation because we were able to pass most, ifnot all, increases in raw materials prices on to our customers through price increases on our products. Off-Balance Sheet Arrangements As of March 31, 2013, we had no off-balance sheet arrangements. Critical Accounting Policies and Estimates Critical accounting policies are those that are most important to the presentation of our financial condition, results of operations and cash flows, andrequire management to make difficult, subjective or complex judgments and estimates about matters that are inherently uncertain. Management bases its estimates on historical experience and other assumptions that it believes are reasonable, the results of which form the basis formaking judgments about the reported carrying values of assets and liabilities and the reported amounts of revenue and expenses that may not be readilyapparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We also have other policies that are considered key accounting policies, such as the policy for revenue recognition, expense recognition. However,these other policies, which are discussed in the notes to our audited consolidated financial statements, do not meet the definition of critical accountingestimates, because they do not generally require estimates to be made or judgments that are difficult or subjective. We believe the following are the critical accounting policies and related judgments and estimates used in the preparation of our audited consolidatedfinancial statements. Our management has discussed the application of these critical accounting estimates with our board of directors. For more information oneach of these policies, see "Note 5—Summary of Significant Accounting Policies" in the notes to our audited consolidated financial statements. Foreign currency translation Our consolidated financial statements are presented in U.S. dollars. Although the functional currency of Amira India, through which we conductmost of our operations, is Rupees, we chose the U.S. dollar as our reporting currency because the functional currency of ANFI is the U.S. dollar, and in orderto maintain the comparability of our financial results with other market participants. The functional currencies of ANFI, Amira India and our other direct andindirect subsidiaries have been determined on the basis of the primary economic environment in which each of them operates. A currency other than the functional currency of such entities is a foreign currency. Foreign currency transactions are translated into the functionalcurrency of respective entity, using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreigncurrencies are translated at the rate of exchange on the date of the statement of financial position. Foreign exchange gains and losses resulting from the settlementof such transactions and from the re-measurement of monetary items at year-end exchange rates are recognized in the consolidated income statements. Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction. For purposes of our audited consolidated financial statements, all assets, liabilities and transactions of our direct and indirect subsidiaries with afunctional currency other than the U.S. dollar (our reporting currency) are translated into U.S. dollars upon consolidation. The functional currency of thosesubsidiaries has remained unchanged during the reporting periods. On consolidation, assets and liabilities have been translated into the U.S. dollar at the closing rate at the statement of financial position date. Incomeand expenses have been translated into our reporting currency at the average rate over the reporting period. Exchange differences are recognized in the "Currencytranslation reserve" in equity. 56 Revenue Revenue is recognized to the extent that it is probable that economic benefits will flow to us and the revenue can be reliably measured. Revenue ismeasured at the fair value of consideration received, excluding discounts, rebates, and sales tax or duty. Revenue from sale of goods is recognized when thesignificant risks and rewards of ownership of goods have passed to the buyer, usually upon delivery of goods. Inventory Inventory is valued at the lower of cost and net realizable value. Raw materials, stores and spares, packaging materials and purchased finished goods Inventory costs are comprised of purchase price, expenses incurred to bring inventory to its present location and related taxes net of tax creditsavailable, if any. Cost of closing inventory is determined on a first in first out basis (and includes storage costs and interest as paddy is required to be storedfor a substantial period of time for natural ageing process). Storage costs and borrowing costs incurred to store inventory or borrow money to pay for ourinventories are added to the costs of closing inventory. Storage costs are incurred because we store Basmati paddy for a substantial period of time prior to salein order to enhance its value. Manufactured finished goods and work in progress Inventory costs may also include direct materials and manufacturing expenses incurred to bring inventories to their present location and condition.Cost of closing inventory includes interest as Basmati rice is required to be stored for a substantial period of time for the rice’s natural ageing process to occur. Cost of material Cost of material includes paddy cost, cost of semi-finished rice purchased for further processing and cost of traded goods. Property, plant and equipment Property, plant and equipment are stated at cost of acquisition less accumulated depreciation and accumulated impairment provisions, if any. An item of property, plant and equipment is no longer recognized upon disposal or when no future economic benefits are expected from its use ordisposal. Any resulting gain or loss (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in theconsolidated income statements within "Other Income" in the year the asset is derecognized. The asset’s residual values, useful lives and methods are reviewed by management, and adjusted if appropriate, at each reporting date. Depreciationon property, plant and equipment is charged to income on a systematic basis over the useful life of assets as estimated by our management. Depreciation iscomputed using the straight line method of depreciation. Debt costs Debt costs primarily comprise interest on the Group's debt. Debt costs directly attributable to the acquisition, construction or production of aqualifying asset are capitalized during the period of time that is necessary to complete and prepare the asset for its intended use or sale. Other debt costs areexpensed in the period in which they are incurred and reported in “Finance costs.” Cash flow hedges Changes in fair value of the derivative hedging instruments designated as a cash flow hedge are recognized in consolidated statements of othercomprehensive income and held in cash flow hedge reserve to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fairvalue are recognized in profit or loss in consolidated income statements. If the hedging instrument no longer meets the criteria for hedge accounting, expires or issold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in the cash flow hedgereserve is transferred to profit or loss in consolidated income statements upon the occurrence of the related forecasted transaction. If the forecasted transaction isno longer expected to occur, such cumulative balance is immediately recognized in profit or loss in our consolidated income statements. 57 Share Based Payment The grant date fair value of share-based payment awards granted to employees is recognized as personnel expense, with a corresponding increase inequity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the numberof awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense isbased on the number of awards that do meet the related service and non-market vesting conditions at the vesting date. The increase in equity recognized inconnection with a share based payment transaction is presented in “Share based compensation reserve”. The share options that we have granted to our employees have been valued indirectly with respect to the fair values of the equity instruments granted,using the Black Scholes valuation model. Provisions and contingent liabilities Provisions Provisions are recognized when present obligations as a result of a past event will probably lead to an outflow of economic resources from us andamounts can be estimated reliably. Timing or the amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal orconstructive commitment that has resulted from past events. Provisions are not recognized for future operating losses. Provisions are measured at the estimatedexpenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertaintiesassociated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement isdetermined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material. Anyreimbursement that we can be virtually certain to collect from a third party with respect to the obligation is recognized as a separate asset. However, this assetmay not exceed the amount of the related provision. All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. Contingent liabilities Where the possible outflow of economic resources as a result of present obligations is considered improbable or where the amount of the obligationcannot be determined reliably, no liability is recognized. Estimation uncertainty When preparing the consolidated financial statements, management undertakes a number of judgments, estimates and assumptions about recognitionand measurement of assets, liabilities, income and expenses. The actual results may differ from the judgments, estimates and assumptions made bymanagement, and be materially different from the estimated results. Information about significant judgments, estimates and assumptions that have the mostsignificant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below. Significant Management Judgments Determination of functional currency of individual entities Following the guidance under IAS 21, “The Effects of Changes in Foreign Exchange Rates”, the functional currency of each individual entity is determined tobe the currency of the primary economic environment in which the entity operates. Management considers that each individual entity's functional currencyreflects the transactions, events and conditions under which the entity conducts its business. 58 Inventories We utilize the accounting policy of capitalizing borrowing cost as raw material and finished goods are stored for a substantial period of time. IAS 23 Borrowing Cost allows (but does not mandate) us to apply IAS 23 on inventory produced in large quantity on a repetitive basis.Management believes it is more appropriate to apply IAS 23 to the valuation of paddy and rice inventory that is stored for a substantial period of time for thenatural ageing process needed for the desired level of quality. Estimates Fair value of financial instruments Management applies valuation techniques to determine the fair value of financial instruments where active market quotes are not available. Thisrequires management to develop estimates and assumptions based on market inputs, using observable data that market participants would use in pricing theinstrument. Where such data is not observable, management uses its best estimate. Share Based Payment The share options that we granted to our employees have been valued indirectly with respect to the fair values of the equity instruments granted,using the Black Scholes valuation model. In valuing the share options, management is required to estimate the inputs made to the Black Scholes model. Theseinputs include inter alia, fair value of our shares at the measurement date, volatility of shares, risk free rate of return, dividend yield and expected life of theoption. Recent Accounting Pronouncements Summarized in the paragraphs below are standards, interpretations or amendments that have been issued prior to the date of approval of theseconsolidated financial statements and will be applicable for our transactions but are not yet effective. These have not been adopted early and accordingly, havenot been considered in the preparation of our consolidated financial statements. Management anticipates that we will adopt all of these pronouncements in the first accounting period beginning after the effective date of each of thepronouncements. Information on the new standards, interpretations and amendments that are expected to be relevant to our consolidated financial statements isprovided below. ·IFRS 9 Financial Instruments Classification and Measurement In November 2009, the IASB issued IFRS 9 “Financial Instruments: Classification and Measurement” (“IFRS 9”). This standard introducescertain new requirements for classifying and measuring financial assets and liabilities and divides all financial assets that are currently in the scope of IAS 39into two classifications, viz. those measured at amortized cost and those measured at fair value. In October 2010, the IASB issued a revised version of IFRS9, “Financial Instruments” (“IFRS 9 R”). The revised standard adds guidance on the classification and measurement of financial liabilities. IFRS 9 Rrequires entities with financial liabilities designated at fair value through profit or loss to recognize changes in the fair value due to changes in the liability’scredit risk in other comprehensive income. However, if recognizing these changes in other comprehensive income creates an accounting mismatch, an entitywould present the entire change in fair value within profit or loss. There is no subsequent recycling of the amounts recorded in other comprehensive income toprofit or loss, but accumulated gains or losses may be transferred within equity. IFRS 9 is effective for fiscal years beginning on or after January 1, 2015. Earlier application is permitted. We are currently evaluating the impact thatthis new standard will have on our consolidated financial statements. ·Consolidation Standards A package of consolidation standards are effective for annual periods beginning on or after January 1, 2013. Information on these new standards ispresented below. We are currently evaluating the impact that these new standards will have on our consolidated financial statements, although these are notexpected to be material. 59 oIFRS 10 Consolidated Financial Statements In May 2011, the IASB issued IFRS 10 “Consolidated Financial Statements” (“IFRS 10”) which replaces consolidation requirements in IAS 27“Consolidated and Separate Financial Statements” and SIC-12 “Consolidation — Special Purpose Entities” and builds on existing principles by identifyingthe concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company.This pronouncement is effective for the annual period beginning on or after January 1, 2013 with earlier application permitted so long as this standard isapplied together with other four standards as mentioned below: IFRS 11 “Joint Arrangements”IFRS 12 “Disclosure of Interest in Other Entities”IAS 27 (Revised) “Separate Financial Statements”IAS 28 (Revised) “Investments in Associates and Joint Ventures” The remainder of IAS 27, “Separate Financial Statements”, now contains accounting and disclosure requirements for investments in subsidiaries,joint ventures and associates only when an entity prepares separate financial statements and is therefore not applicable in our consolidated financial statements. oIFRS 11 Joint Arrangements “Joint Arrangements” (“IFRS 11”), which replaces IAS 31, “Interests in Joint Ventures” and SIC-13, “Jointly Controlled Entities — Non-monetaryContributions by Ventures”, requires a single method, known as the equity method, to account for interests in joint operations and joint ventures. Theproportionate consolidation method to account for in joint ventures is no longer permitted to be used. IAS 28, “Investments in Associates and Joint Ventures”,was amended as a consequence of the issuance of IFRS 11. In addition to prescribing the accounting for investment in associates, it now sets out therequirements for the application of the equity method when accounting for joint ventures. The application of the equity method has not changed as a result ofthis amendment. oIFRS 12 Disclosure of interest in other entities “Disclosure of Interest in Other Entities” is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities,including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The standard includes disclosure requirements forentities covered under IFRS 10 and IFRS 11. Further, in June 2012, IASB published “Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities:Transition Guidance” as amendments to IFRS 10, IFRS 11 and IFRS 12. These amendments are intended to provide additional transition relief by limiting therequirement to provide adjusted comparative information to only the preceding comparative period. We will be adopting IFRS 10, IFRS 11 and IFRS 12 for the reporting period beginning April 1, 2013. We are currently evaluating the impact of theabove pronouncements on the Company’s consolidated financial statements. ·IAS 1 “Presentation of Financial Statements” (“IAS 1 (Amended)”) The IASB published amendments to IAS 1 “Presentation of Financial Statements” (“IAS 1(Amended)”) in June 2011. Amendments to IAS 1 requirecompanies preparing financial statements in accordance with IFRS to group items within other comprehensive income that may be reclassified to the profit orloss separately from those items which would not be recyclable in the profit or loss section of the statement of income. It also requires the tax associated withitems presented before tax to be shown separately for each of the two groups of other comprehensive income items (without changing the option to present itemsof other comprehensive income either before tax or net of tax). 60 The amendments also reaffirm existing requirements that items in other comprehensive income and profit or loss should be presented as either asingle statement or two consecutive statements. This amendment is applicable to annual periods beginning on or after July 1, 2012, with early adoptionpermitted. We are required to adopt IAS 1 (Amended) by accounting year commencing April 1, 2013. We are currently evaluating the requirements of IAS 1 (Amended) and do not believe that the adoption of IAS 1 (Amended) will have a material effecton our consolidated financial statements. ·IFRS 7 “Financial Instruments: Disclosure” In December 2011, the IASB amended the accounting requirements and disclosures related to offsetting of financial assets and financial liabilities byissuing an amendment to IAS 32 “Financial Instruments: Presentation” (“IAS 32”) and IFRS 7 “Financial Instruments: Disclosure” (“IFRS 7”). The amendment to IFRS 7 requires companies to disclose information about rights of offset and related arrangements for financial instruments underan enforceable master netting agreement or similar arrangement. The new disclosure requirements are effective for interim or annual periods beginning on orafter January 1, 2013. It requires retrospective application for comparative periods. The IASB has amended IAS 32 to clarify the meaning of “currently has a legally enforceable right of set off” and “simultaneous realization andsettlement”. The amendment clarifies that in order to result in an offset of a financial asset and financial liability, a right to set off must be available todayrather than being contingent on a future event and must be exercisable by any of the counterparties, both in the normal course of business and in the event ofdefault, insolvency or bankruptcy. The amendments also clarify that the determination of whether the rights meet the legally enforceable criteria will depend onboth the contractual terms entered into between the counterparties as well as the law governing the contract and the bankruptcy process in the event ofbankruptcy or insolvency. The amendments are effective for annual periods beginning on or after January 1, 2014 and are required to be appliedretrospectively for comparative periods. We are currently evaluating the requirements of the above amendments to IAS 32 and IFRS 7, and do not believe that the adoption of these standardswill have a material effect on our consolidated financial statements. ·IFRS 13 Fair Value Measurement In May 2011, the IASB issued IFRS 13 “Fair Value Measurements” (“IFRS 13”). IFRS 13 defines fair value, provides single IFRS framework formeasuring fair value and requires disclosure about fair value measurements. IFRS 13 is effective for annual periods beginning on or after January 1, 2013,with earlier application permitted. We are currently evaluating the impact that this new standard will have on our consolidated financial statements. ·Amendments to IAS 19 Employee Benefits The amendments to IAS 19 include a number of targeted improvements throughout the Standard. The main changes relate to defined benefit plans.They: •eliminate the "corridor method," requiring entities to recognize all gains and losses arising in the reporting period; •streamline the presentation of changes in plan assets and liabilities; and •enhance the disclosure requirements, including information about the characteristics of defined benefit plans and the risks that entities are exposed tothrough participation in them. The amended version of IAS 19 is effective for financial years beginning on or after January 1, 2013 and will apply retrospectively. We are currentlyevaluating the requirements of this amendment and do not believe the adoption of this amendment will have a material effect on our consolidated financialstatements. 61 Non-IFRS Financial Measures In evaluating our business, we consider and use the non-IFRS measures EBITDA, adjusted profit after tax, adjusted earnings per share,adjusted net working capital and net debt as supplemental measures to review and assess our operating performance. The presentation of these non-IFRSfinancial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS.We define: (1) EBITDA as profit after tax plus finance costs (net of finance income), non-recurring IPO-related expenses, income tax expense and depreciationand amortization; (2) adjusted profit after tax, as profit after tax plus $1.8 million in non-recurring IPO-related expenses: (3) adjusted earnings per share as thequotient of: (a) adjusted profit after tax and (b) the sum of our outstanding ordinary shares and the ordinary shares subject to the exchange agreement betweenus and the non-controlling shareholders of Amira India, or 35.7 million shares, during the applicable period; (4) adjusted net working capital as total currentassets minus: (a) cash and cash equivalents and (b) trade payables, current tax liabilities (net) and other current liabilities; and (5) net debt as total currentand non-current debt minus cash and cash equivalents. We use EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis, as ameasure for planning and forecasting overall expectations, for evaluating actual results against such expectations and as a performance evaluation metric,including as part of assessing and administering our executive and employee incentive compensation programs. We believe that the use of EBITDA as a non-IFRS measure facilitates investors’ assessment of our operating performance from period to period and from company to company by backing out potentialdifferences caused by variations in items such as capital structures (affecting relative finance or interest expenses), non-recurring IPO-related expenses the bookamortization of intangibles (affecting relative amortization expenses), the age and book value of property and equipment (affecting relative depreciationexpenses) and other non-cash expenses (affecting one-time transition charges). We also present this non-IFRS measure because we believe it is frequently usedby securities analysts, investors and other interested parties as measure of the financial performance of companies in our industry. This non-IFRS financial measure is not defined under IFRS and is not presented in accordance with IFRS. This non-IFRS financial measure haslimitations as an analytical tool, and when assessing our operating performance, investors should not consider it in isolation, or as a substitute for profit (loss)or other consolidated statements of operation data prepared in accordance with IFRS. Some of these limitations include, but are not limited to: ·it does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; ·it does not reflect changes in, or cash requirements for, our working capital needs; ·it does not reflect the finance or interest expenses, or the cash requirements necessary to service interest or principal payments, on our debt; ·it does not reflect income taxes or the cash requirements for any tax payments; ·although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to be replaced in thefuture, and adjusted net profit and EBITDA do not reflect any cash requirements for such replacements; ·other companies may calculate EBITDA differently than we do, limiting the usefulness of this non-IFRS measure as a comparativemeasure. We compensate for these limitations by relying primarily on our IFRS results and using EBITDA only as a supplemental measure. The following isa reconciliation of profit after tax to EBITDA: Year Ended March 31, 2013 2012 (Amount in $) Profit after tax 19,249,038 11,944,238 Add: Income tax expense 8,267,562 4,137,422 Add: Finance costs(net of finance income) 20,949,468 21,482,971 Add: IPO-related expenses 1,750,082 - Add: Depreciation and amortization 1,943,846 2,089,738 EBITDA 52,159,996 39,654,369 62 We present adjusted profit after tax, adjusted earnings per share, adjusted net working capital and net debt because we believe these measures provideadditional metrics to evaluate our operations and, when considered with both our IFRS results and the reconciliation to profit after tax, basic and dilutedearnings per share, working capital and total current and non-current debt, respectively, provide a more complete understanding of our business than could beobtained absent this disclosure. We also believe that these non-IFRS financial measures are useful to investors in assessing the operating performance of ourbusiness after reflecting the adjustments described above. These non-IFRS financial measures are not defined under IFRS and are not presented in accordancewith IFRS. As such, when assessing our operating performance, investors should not consider these non-IFRS measures in isolation, or as a substitute forprofit (loss) or other consolidated statements of operation data prepared in accordance with IFRS. The following is a reconciliation of profit after tax to adjusted profit after tax (excluding IPO-related expenses): Year Ended March 31, 2013 2012 (Amount in $) Profit after tax (PAT) 19,249,038 11,944,238 Add: IPO related expenses 1,750,082 - Adjusted profit after tax 20,999,120 11,944,238 The following is a reconciliation of earnings per share and adjusted earnings per share: Year Ended March 31, 2013 2012 (Amount in $) Profit after tax (PAT) 19,249,038 11,944,238 Profit attributable to Shareholders of the company (A) 15,056,309 9,603,167 Weighted average number of shares (from IPO date to March 31, 2013) (B) 23,802,786 19,660,000 Basic and diluted Earnings per share as per IFRS (A/B) 0.63 0.49 Profit after tax (PAT) 19,249,038 11,944,238 Add: IPO-related expenses 1,750,082 - Adjusted profit after tax 20,999,120 11,944,238 Number of shares outstanding including shares for non-controlling interest - fully diluted(from IPO date to March 31, 2013) 35,676,434 35,676,434 Adjusted earnings per share 0.59 0.33 63 The following is a reconciliation of working capital (total current assets minus total current liabilities) and adjusted net working capital: Year Ended March 31, 2013 2012 (Amount in $) Current assets: Inventories $181,459,799 $141,620,690 Trade receivables 66,792,434 37,175,413 Derivative financial instruments 1,260,512 2,239,129 Prepayments 8,386,856 6,965,302 Other current assets 10,856,050 9,222,451 Cash and cash equivalents 33,270,338 8,368,256 Total current assets $302,025,989 $205,591,241 Current liabilities: Trade payables $4,516,657 $21,302,059 Debt 156,785,820 134,410,915 Current tax liabilities (net) 2,658,236 1,942,637 Other current liabilities 5,393,803 16,367,819 Total current liabilities $169,354,516 $174,023,430 Working Capital as per IFRS (Total current assets minus Total current liabilities) $132,671,473 $31,567,811 Less: Cash and cash equivalents 33,270,338 $8,368,256 Add: Current debt 156,785,820 134,410,915 Adjusted net working capital $256,186,955 $157,610,470 The following is a reconciliation of total current and non-current debt to net debt: Year Ended March 31, 2013 2012 (Amount in $) Current debt $156,785,820 134,410,915 Non-current debt 4,831,416 7,344,938 Total current and non-current debt as per IFRS $161,617,236 $141,755,853 Less: Cash and cash equivalents 33,270,338 8,368,256 Net debt $128,346,898 $133,387,597 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.Directors and senior management The following table sets forth information about our directors and executive officers: NameAgePositionKaran A. Chanana 40 Chairman of the Board of Directors and Chief Executive OfficerAshish Poddar 35 Chief Financial OfficerProtik Guha 43 Chief Operating OfficerChief Executive Officer of Amira IndiaSanjay Chanana 50 Director and SecretaryPresident and Chief Executive Officer of Amira C Foods International DMCCBimal Kishore Raizada (1)(2)(3) 69 Independent DirectorNeal Cravens(1)(2)(3) 60 Independent DirectorDaniel I. Malina(1)(2)(3) 54 Independent DirectorShiv Surinder Kumar(1) 48 Independent Director (1)Member of Audit Committee(2)Member of Corporate Governance and Nominating Committee(3)Member of Compensation Committee Karan A. Chanana has been our Chief Executive Officer and Chairman of the board of directors since February 2012 and has been a director ofAmira India since 1994. Mr. Chanana is also the Chairman for the Food Processing Value Addition Council of the Associate Chamber of Commerce andIndustry of India, a member of various committees of the Confederation of Indian Industries, including the Agricultural Committee. Mr. Chanana received aBachelor of Commerce degree from the University of Delhi in 1993. 64 Ashish Poddar has been our Chief Financial Officer since December 2012. He has also been Executive Director of Finance of Amira India sinceOctober 2012. Mr. Poddar brings 15 years of financial experience to the Company. Previously, Mr. Poddar was a Senior Manager in the Finance andEnterprise Performance Division of Accenture Services Private Limited from August 2007 to October 2012. This division focused primarily on internationalmanagement consulting assignments in corporate finance, enterprise risk management, enterprise performance management, and finance operations. Prior toAccenture, Mr. Poddar served as Manager Equity Accounts at Yum! Restaurants International, which operates a large worldwide network of restaurantsincluding KFC, Pizza Hut, and Taco Bell from November 2006 to August 2007. While at Yum!, Mr. Poddar worked with Yum!’s Chief Financial Officer andFinancial Controller to implement and execute financial controls policies and procedures for many company owned restaurants in India. He was alsoresponsible for preparation, finalization, presentation, and audit of financial statements pursuant to both Indian and U.S. GAAP. From October 2005 toNovember 2006, Mr. Poddar served as Assistant Finance Controller, Sarbanes-Oxley Act Compliance Officer & Internal Auditor at Carrier Air Conditioningand Refrigeration. Mr. Poddar has previously held positions at leading accounting firms, including PricewaterhouseCoopers and Deloitte, Haskins and Sells.Mr. Poddar is a Chartered Accountant, qualified in 2001. He received a Bachelor of Commerce, with Honors, from Shriram College of Commerce (DelhiUniversity). Protik Guha has been our Chief Operating Officer since February 2012. He has also been the chief executive officer of Amira India since May 2011,executive director of Amira India from August 2009 to May 2011 and vice president of Amira India from January 2007 to August 2009. Mr. Guha’sresponsibilities at Amira India included sales, marketing and overseeing the Company in the Indian and international markets. Mr. Guha received a Bachelor’sdegree from the University of Delhi in 1990 and an executive post-graduate degree in Export Management from the Indian Institute of Foreign Trade, NewDelhi, in 1995. Sanjay Chanana has been a member of our board of directors since August 2012, our Secretary since September 2012, and has been president andchief executive officer of Amira C Foods International DMCC since May 2012. Mr. Chanana brings to the Company over 20 years of experience working withmultinational companies like Altria (formerly Philip Morris), Bata and Nestle. In 2007, Mr. Chanana founded the Middle East office of Double AInternational, a paper and stationery manufacturer, where he served as General Manager until March 2012. He previously also served on the board of directorsof the joint venture Interpack, a paper manufacturer based in Russia, from 1991 to 1994. Mr. Chanana received a Bachelor’s degree in physics, chemistryand mathematics from Delhi University and a Master’s degree in Management from the Asian Institute of Management, Philippines. Bimal Kishore Raizada has been a member of our board of directors since March 2012. From April 1973 until his retirement in 2003, Mr. Raizadaworked at Ranbaxy Laboratories Ltd., where he ultimately was responsible for the company’s worldwide non-human health business and oversaw themanagement of SRL Ranbaxy Limited. Mr. Raizada represented Ranbaxy within numerous industry associations, including the Confederation of IndianIndustry, the Federation of Indian Chambers of Commerce and Industry, the Indian Pharmaceutical Association, and the Organization of PharmaceuticalProducers of India. Mr. Raizada acted as a Corporate Advisor to Ranbaxy with respect to Pharmaceutical regulations, Pricing management, IPR and policy tillMarch 2006.In 2005 joined the Board of Marsing & Company A/S Denmark in order to help restructure the company’s pharmaceutical businesses withinEurope. Between July 2008 and March 2009, Mr. Raizada worked as Managing Director of Marsing and Company Ltd. Since 2011, Mr. Raizada has workedas Managing Director of Zenotech Laboratories Ltd., a manufacturer of oncological and biotechnological drugs. Mr. Raizada has served as a director of Hikal Ltd, P I Industries Ltd., PNB Housing Finance Ltd., and Zenotech Laboratories Ltd., each a publiccompany in India. Mr. Raizada was a member of the Corporate Management group of Ranbaxy Laboratories Ltd. from 1975 until his retirement 2003, wherehe was involved in Government Relations, Policy, IPR and Communications and interacted with the Ministries of Finance, Chemicals, Commerce, Health andScience, and Technology in India and overseas. Mr. Raizada received a Bachelor of Commerce degree from the University of Delhi and is a member of theInstitutes of Chartered Accountants both in England/Wales and India. 65 Neal Cravens has been a member of our board of directors since October 2012. From September 8, 2009 through March 20, 2012, Mr. Cravensserved as the chief financial officer of Cott Corporation, a leading supplier of private label carbonated soft drinks distributing to Canada, the United States,Mexico, the United Kingdom and Europe. From late 2007 to early 2009, he served as the chief financial officer of Advantage Sales and Marketing LLC, aconsumer products broker. From late 2004 to early 2006, Mr. Cravens was a senior vice president of finance at Warner Music Group. Mr. Cravens also held avariety of roles from 1978 through 2000 at Seagram Company Ltd., the beverage, consumer products, and media entertainment company, including seniorvice president of finance, chief accounting officer and vice president of planning, mergers and acquisitions. He also served as executive vice president andchief financial officer of Seagram’s Tropicana and Universal Music Group divisions. While at Seagram, Mr. Cravens had responsibility for SEC reporting,managing credit facilities, conducting equity and debt financings, strategic planning and M&A and was involved in many transactions. Mr. Cravens receiveda Bachelor’s degree from the University of Kentucky in 1974 and a M.B.A. from the University of Kentucky in 1976. Daniel I. Malina has been a member of our board of directors since October 2012. Since 2011, Mr. Malina has served as chief executive officer of4054 Strategic Solutions, LLC, a company that provides strategic, mergers and acquisitions, branding and innovation consulting services. Since 2011,Mr. Malina has also been operating advisor at Thomas H. Lee Partners, a private equity firm. From 1998 to 2010, Mr. Malina was senior vice president ofcorporate development at General Mills Inc., where he led the development of the company’s strategy, acquisitions and a venture fund. Prior to joining GeneralMills Inc., Mr. Malina was Vice President of Corporate Development at RR Donnelley and held multiple corporate and operating roles at Bell & Howell andUnited States Gypsum Company. Mr. Malina is a director of CaptekSoftgel International Inc., Russky Products (a Russian food products manufacturer), andis on the board of the University of Minnesota School of Technology and Leadership. Mr. Malina received a Bachelor of Arts degree in Economics and anM.B.A. from Loyola University of Chicago. Shiv Surinder Kumar has been a member of our Board of Directors since June 5, 2013. He brings with him over 20 years of experience in the areasof asset management, merchant banking, capital markets and wealth management across Asia, Europe and the Middle-East. Mr. Kumar has been theFounder/Director of Bridge Capital and has been a Director of that firm since 2006. Bridge Capital provides a broad range of corporate finance services andhas managed funds in excess of US$200 million covering the infrastructure and the warehousing sectors. At Bridge Capital, Mr. Kumar heads the overalloperations of the group. From 2000 to 2006, Mr. Kumar was the Director of Genesis International, Dubai, UAE where he worked on a number of strategicinvestment projects including airport privatization in India, private placements in mid-cap Indian companies and discretionary portfolio management. From1997 to 2000, Mr. Kumar was a financial consultant with Merrill Lynch International, where he managed private banking with a focus on structuredproducts related to wealth management of high net worth individuals and family offices. From 1993 to 1997 Mr. Kumar worked as Vice President forHinduja Finance Ltd, India where he managed a balance sheet of US$80 million, arranged investment banking transactions and invested on a proprietarybasis in venture capital transactions. From 1991 to 1993, Mr. Kumar was Vice President of Prime Securities Limited, India where he traded equities,structured government securities / units for Indian corporates and managed their portfolios. From 1988 to 1991, Mr. Kumar was Assistant Vice President ofBank of America NT& SA where he was part of an investment banking team that generated a substantial portion of that bank's profits in India during thatperiod. Mr. Kumar received a Bachelor of Commerce degree from HR College of Commerce (Bombay University, India) and an MBA from InternationalManagement Institute, New Delhi, India. None of our officers and directors are related, except for Karan A. Chanana and Sanjay Chanana, who are cousins. We engaged Rahul Nayar as our Director of Global Communications and Strategy from October 2012 to March 2013. Mr. Nayar’s duties includedmanaging our global public and investor relations and development of strategic initiatives. In connection with this engagement and for similar services renderedin connection with our IPO and our corporate reorganization, Shree Capital Advisors Ltd. received a fee of 2% of the total size of the IPO, plus thereimbursement of expenses. Mr. Nayar is also a managing director of Shree Capital Advisors Ltd., and is the brother-in law of Mr. Chanana, our Chairmanand Chief Executive Officer. 66 B.Compensation Compensation of Directors and Executive Officers Director Compensation We incurred an aggregate amount of $106,159 as compensation for services of three independent directors to the board of directors and itscommittees for the 2013 fiscal year. Mr. Bimal Raizada receives cash compensation of $50,000 for each calendar year of his service as a director and cash compensation of $5,250 foreach calendar year of service as chairman of the Audit Committee, each on a pro-rated basis. In addition, Mr. Raizada receives cash compensation of $3,125for each year of his service as chairman of the Compensation Committee, $3,125 for each year of his service as chairman of the Corporate Governance andNominating Committee, each on a pro-rated basis. Neal Cravens, Daniel Malina and Shiv Surinder Kumar receive cash compensation of $55,000 for each year of their service. Additionally, Messrs.Cravens and Malina receive that number of ordinary shares having a value of $55,000 based on the fair market value of such ordinary shares on the grantdate for each calendar year of service as a director, each on a pro-rated basis. Beginning with the first anniversary of his appointment as director, Mr. Kumarwill also receive that number of ordinary shares having a value of $55,000 based on the fair market value of such ordinary share on the grant date for theapplicable calendar year of service as a director and will continue to receive such grants of ordinary shares in the same amount and value for each year of hisservice on the anniversary thereof. We will have the option to repurchase all of Messrs. Cravens, Malina and Kumar’s ordinary shares at cost, and this optionwill lapse with respect to 1/36th of such ordinary shares each month after the grant date (such that the repurchase option shall fully lapse on the thirdanniversary of the grant). In the event that either Mr. Cravens, Mr. Malina or Mr. Kumar ceases to be a director, we will repurchase all of the respectiveordinary shares that remain subject to repurchase under the respective option. We paid no compensation to our executive directors for their services to the board. Beginning May 2012, we have paid Sanjay Chanana, one of ourdirectors, a fiscal 2013 salary of $304,952 for his service as chief executive officer of Amira C Foods International DMCC. We reimburse all of our directorsfor expenses accrued in connection with their services to the board. Officer Compensation The following table sets forth all of the compensation paid by us or our significant subsidiaries in fiscal 2013 to each of our officers for suchperson’s service as an officer (including contingent or deferred compensation accrued during fiscal 2013): Name and Principal Position Salary Bonus Options Total (Amount in $) Karan A. Chanana (1) 552,000 351,000 183,514 1,086,514 Ritesh Suneja (2) 52,432 1,217 - 53,649 Ashish Poddar (3) 53,172 8,359 - 61,531 Protik Guha 80,057 - - 80,057 (1) a. We have granted 360,257 share options to Mr. Chanana during the period ended March 31, 2013 vesting on a monthly basis over aperiod of 4 years from the grant date, and recorded a cost of $183,514 for the same period based on the fair value of option which has been calculated usingBlack Scholes model ($1.54 per share). The option has an exercise price of $10.00 and an expiry period of 10 years, however as on the date of this report theoptions have not been exercised. Other compensation represents reimbursement of living expenses in fiscal 2013. b. The annual salary of $ 552,000 includes $120,000 of living expenses that are provided for pursuant to Mr. Chanana’s employmentagreement. Effective April 1, 2013, our Board of Directors approved an increase in Mr. Chanana’s annual base compensation from $432,000 to $475,200. (2)Mr. Suneja served as Chief Financial Officer from April 2012 through November 2012. (3)Mr. Poddar became our Chief Financial Officer in December 2012. Retirement Benefits During fiscal 2013, we accrued $76,858 for post-employment benefits through defined contribution and defined benefit plans for our employees anddirectors. 67 Employment Agreements Employment Agreement with Karan A. Chanana Our indirect subsidiary, Amira C Foods International DMCC, had entered into an employment agreement that provided for the appointment andemployment of Karan A. Chanana as Chairman of Amira C Foods International DMCC, which had an initial term of two years, expiring in February 2014,and is automatically renewable in the absence of an election by either party to terminate. Such agreement provided for an initial annual base salary of$432,000. Mr. Chanana was eligible to receive a discretionary annual bonus of $351,000 and was entitled to reimbursement of business and travel expensesand certain personal expenses incurred in India, including annual living expenses of $120,000. Upon the expiration or termination of the agreement,Mr. Chanana would be entitled to all accrued but unpaid vacation pay, if he had been employed for more than a year. Additionally, if the termination did notarise from the fault of Mr. Chanana, he would be entitled to receive 21 days of service benefits for each year of service. On June 14, 2012, ANFI entered into an agreement with Mr. Chanana that provided for the appointment and employment of Mr. Chanana for theposition of Chairman and Chief Executive Officer of ANFI. As of October 15, 2012, this agreement has replaced Mr. Chanana’s agreement with Amira CFoods International DMCC. The agreement provides for an initial annual base salary of $432,000, subject to annual review by the board of directors, andreimbursement of business and travel expenses and certain personal expenses incurred in India, including annual living expenses of $120,000. Mr. Chanana iseligible to receive a discretionary annual target bonus of $351,000 if certain performance objectives are met, such objectives to be mutually agreed upon byboth parties within 45 days after the start of each fiscal year. Additionally, on October 15, 2012, upon the closing of our IPO, Mr. Chanana was granted anoption pursuant to our contemplated 2012 Omnibus Incentive Plan to purchase such number of ordinary shares of ANFI equal to one percent (1%) of ANFI’sfully diluted outstanding ordinary shares on October 15, 2012, with an exercise price equal to the per share offering price. The options will vest in 48 equaland consecutive monthly installments commencing on the first month anniversary date of ANFI’s IPO, or October 15, 2013. Pursuant to the terms of the employment agreement, Mr. Chanana is entitled to receive or participate in all employee benefit programs and perquisitesapplicable to senior executives. Mr. Chanana is entitled to reimbursement of business expenses and certain personal expenses incurred in India. We shall alsoprovide and maintain adequate director’s and officers’ liability insurance coverage for Mr. Chanana. Under his employment agreement, Mr. Chanana is entitled to receive payments and other benefits upon the termination of his employment. Thesepayments and other benefits are described below under “—Potential payments upon termination of employment or a change of control.” Potential payments upon termination of employment or a change of control Mr. Chanana is currently entitled to receive certain benefits in connection with a termination of employment or a change in control of the Company.The employment agreement requires specific payments and benefits to be provided to Mr. Chanana in the event of termination of employment under thecircumstances described below. The following is a description of the payments and benefits that we will owe to Mr. Chanana upon termination of hisemployment. Termination Without Cause or for Good Reason not in Connection with a Change in Control. If we terminate Mr. Chanana’s employmentwithout cause or Mr. Chanana terminates his employment for good reason, then Mr. Chanana is entitled to receive the following payments and benefits: ·an amount equal to his unpaid base salary earned through the date of termination and any unpaid bonus earned for the preceding year; ·an amount equal to any business expenses that were previously incurred but not reimbursed and are otherwise eligible for reimbursement; ·any accrued but unused vacation pay and any payments or benefits payable to him or his spouse or other dependents under any othercompany employee plan or program; 68 ·an amount equal to the bonus amount that would have been earned by him for the year in which the termination occurs if his employmenthad not terminated, prorated for the number of days elapsed since the beginning of that year, payable when the bonus for such year wouldotherwise have been paid; ·an amount equal to a multiple (the “severance multiplier”) of (a) his highest annual rate of base salary during the preceding 24 months, plus(b) his target bonus award for the calendar year in which the termination occurs (or, if greater, the actual short term incentive award earnedby him for the preceding calendar year). The severance multiplier is the greater of (i) 365 days or (ii) the number of days from andincluding the day after the termination date through the last day of the then-current term of the employment agreement, in each case, dividedby 365, for payments and benefits payable in the event of a termination without cause or for good reason. However, the severancemultiplier is 1.0 plus the above-mentioned multiple, if we terminate Mr. Chanana’s employment without cause at the request of an acquiroror otherwise in contemplation of a change in control in the period beginning six months prior to the date of a change in control, or heterminates his employment for good reason within two years after a change in control; ·immediate vesting of his option award to purchase 360,257 ordinary shares granted under the terms of his employment agreement and anyoutstanding long term incentive awards; ·continued participation by him and his spouse or other dependents in our group health plan, at the same benefit and contribution levels ineffect immediately before the termination for 24 months or, if sooner, until similar coverage is obtained under a new employer’s plan. Ifcontinued coverage is not permitted by our plan or applicable law, we will pay the cost of continuation coverage to the extent any of thesepersons elects and is entitled to receive continuation coverage; and ·continued receipt for 24 months of those employee benefit programs or perquisites made available to him during the 12 months precedingthe termination. If continued receipt of such employee benefit programs or perquisites is not permitted by the applicable benefit plan orapplicable law, we will pay the cost of continuation coverage to the extent any of these persons elects and is entitled to receive continuationcoverage. Under the employment agreement, Mr. Chanana is deemed to have been terminated without cause if he is terminated for any reason other than: (1) acommission of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving dishonesty, fraud orbreach of trust); or (2) a breach of any of his material obligations under the employment agreement, subject to a 30 day cure period if such breach is curableby Mr. Chanana. Mr. Chanana is deemed to have terminated his employment for good reason if the termination follows: (1) a breach by ANFI of any of its materialobligations under the employment agreement; or (2) a relocation of his principal place of employment of more than 50 miles. For example, in the event we terminate Mr. Chanana without cause or Mr. Chanana terminates his employment for good reason, the cash paymentsthat would be payable to Mr. Chanana (assuming the termination date is 548 days, or approximately 18 months, following his initial employment date, andbased on compensation received in fiscal 2013) would be the sum of: ·$0 (assuming all base salary earned through the date of termination and any unpaid bonus earned for the preceding year has been paid infull); ·$0 (assuming any business expenses that were previously incurred have been reimbursed); ·$0 (assuming no accrued but unused vacation pay is owed); ·approximately $216,000 (the bonus amount that would have been earned by Mr. Chanana for the year in which the termination occurs if hisemployment had not terminated, prorated for the number of days elapsed since the beginning of that year); and 69 ·$783,000 (Mr. Chanana’s highest annual rate of base salary during the preceding 24 months ($432,000), plus his target bonus award for thecalendar year in which the termination occurs ($351,000), multiplied by 1.0 (365 days divided by 365)), or ·$1,566,000 (the amount above multiplied by 2.0) if we terminate Mr. Chanana’s employment without cause at the request of an acquiror orotherwise in contemplation of a change in control in the period beginning six months prior to the date of a change in control, or he terminateshis employment for good reason within two years after a change in control. Accordingly, under the above scenarios, the total cash payment that would be payable to Mr. Chanana is approximately $999,000 or, if thetermination is in connection with a change in control as described above, the total cash payment that would be payable to Mr. Chanana is approximately$1,782,000. Termination in Connection with a Change in Control. If we terminate Mr. Chanana’s employment in contemplation of a change in control in theperiod beginning six months prior to the date of a change in control, or he terminates his employment for good reason within two years after a change incontrol, then he is entitled to receive the payments and benefits described above, except that the severance multiple is 1.0 plus the above-mentioned multiple.Accordingly, under the above scenario, the total cash payment that would be payable to Mr. Chanana is approximately $1,782,000. Under the employmentagreement, a change in control is defined as: (1) the acquisition of 40% or more of our ordinary shares, except in connection with a consolidation, merger orreorganization where (a) the shareholders of ANFI immediately prior to the transaction own at least a majority of the voting securities of the surviving entity,(b) a majority of the directors of the surviving entity were directors of ANFI prior to the transaction, and (c) no person, subject to certain exceptions,beneficially owns more than 50% of the voting securities of the surviving entity; (2) the completion of a consolidation, merger or reorganization, unless (a) theshareholders of ANFI immediately prior to the transaction own at least a majority of the voting securities of the surviving entity, (b) a majority of the directorsof the surviving entity were directors of ANFI prior to the transaction, or (c) no person, entity, or group, subject to certain exceptions, beneficially owns morethan a majority of the voting securities of the surviving entity; (3) a change in a majority of the members of our board, without the approval of the thenincumbent members of the board; or (4) the shareholders approve the complete liquidation or dissolution of ANFI, or a sale or other disposition of all orsubstantially all of the assets of ANFI. Termination Due to Death or Disability. If Mr. Chanana’s employment terminates due to death or is terminated by us due to disability, he (or hisbeneficiary) is entitled to receive: ·a lump-sum payment in an amount equal to (a) his base salary for six months, plus (b) an amount equal to the bonus amount that would have beenearned by him for the year in which the termination occurs if his employment had not terminated, prorated for the number of days elapsed since thebeginning of that year, payable when the bonus for such year would otherwise have been paid; and ·continued participation by him and his spouse or other dependents in our group health plan, at the same benefit and contribution levels in effectimmediately before the termination for 24 months or, if sooner, until similar coverage is obtained under a new employer’s plan. If continued coverageis not permitted by our plan or applicable law, we will pay the cost of continuation coverage to the extent any of these persons elects and is entitled toreceive continuation coverage. Obligations of Mr. Chanana. Payment and benefits under the employment agreement are subject to compliance by Mr. Chanana with therestrictive covenants in the agreement, including non-disclosure, non-competition and non-solicitation covenants. The non-competition and non-solicitationcovenants expire on the second anniversary of the termination of Mr. Chanana’s employment. The non-disclosure covenant does not expire. If Mr. Chananaviolates any of these or other covenants or obligations contained in the agreement, we will be entitled to recover all costs and fees incurred to enforce its rightsunder the agreement and is not restricted from pursuing other available remedies for such breach. Employment Agreement with Ashish Poddar Amira India entered into an employment agreement with Mr. Poddar, our Chief Financial Officer, with effect from October 18, 2012. Pursuant to theagreement, Mr. Poddar is entitled to $140,292, including $18,706 of performance-based discretionary bonus, each year. In the event Mr. Poddar’semployment is terminated by Amira India, he is entitled to two months’ severance. 70 Employment Agreement with Protik Guha Amira India entered into an employment agreement with Protik Guha, our Chief Operating Officer, on May 13, 2011, as amended on October 18,2011. Mr. Guha is entitled to $83,228 each year. In the event Mr. Guha’s employment is terminated by Amira India, he is entitled to two months’ severance. Equity Benefit Plan Our board of directors and existing shareholders have adopted and approved the 2012 Omnibus Securities and Incentive Plan, or 2012 Plan. The2012 Plan, effective as of October 10, 2012, is a comprehensive incentive compensation plan under which we can grant equity-based and other incentiveawards to officers, employees and directors of, and consultants and advisers to, ANFI and our subsidiaries. The purpose of the 2012 Plan is to help usattract, motivate and retain such persons and thereby enhance shareholder value. Administration. The 2012 Plan is administered by the Compensation Committee of the board of directors, which consists of Bimal KishoreRaizada, Neal Cravens and Daniel Malina, who are each (i) “Outside Directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986,as amended, or the Code, (ii) “non-employee directors” within the meaning of Rule 16b-3, or Non-Employee Directors, and (iii) “independent” for purposes ofany applicable listing requirements; provided, however, that the board of directors or the Committee may delegate to a committee of one or more members of theBoard of Directors who are not (x) Outside Directors, the authority to grant awards to eligible persons who are not (A) then “covered employees” within themeaning of Section 162(m) of the Code and are not expected to be “covered employees” at the time of recognition of income resulting from such award, or(B) persons with respect to whom we wish to comply with the requirements of Section 162(m) of the Code, and/or (y) Non-Employee Directors, the authorityto grant awards to eligible persons who are not then subject to the requirements of Section 16 of the Exchange Act. If a member of the Compensation Committeeis eligible to receive an award under the 2012 Plan, such committee member shall have no authority hereunder with respect to his or her own award. Amongother things, the Compensation Committee has complete discretion, subject to the terms of the 2012 Plan, to determine the employees, non-employee directorsand non-employee consultants to be granted an award under the 2012 Plan, the type of award to be granted, the number of ordinary shares subject to eachaward, the exercise price under each option and base price for each SAR (as defined below), the term of each award, the vesting schedule for an award,whether to accelerate vesting, the value of the ordinary shares underlying the award, and the required withholdings, if any. The Compensation Committee isalso authorized to construe the award agreements, and may prescribe rules relating to the 2012 Plan. Grant of Awards; Ordinary Shares Available for Awards. The 2012 Plan provides for the grant of awards which are distribution equivalentrights, incentive share options, non-qualified share options, performance shares, performance units, restricted ordinary shares, restricted share units, shareappreciation rights, or SARs, tandem share appreciation rights, unrestricted ordinary shares or any combination of the foregoing, to key managementemployees and non-employee directors of, and non-employee consultants of, ANFI or any of its subsidiaries (each a “participant”) (however, solely ouremployees or employees of our subsidiaries are eligible for awards which are incentive share options). We have reserved a total of 3,962,826 ordinary sharesfor issuance as or under awards to be made under the 2012 Plan. To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases tobe exercisable for any reason, or the rights of its holder terminate, any ordinary shares subject to such award shall again be available for the grant of a newaward; provided, however, that ordinary shares surrendered or withheld as payment of the exercise price under an award or for tax withholding purposes inconnection with an award shall not be available for the grant of a new award. The 2012 Plan shall continue in effect, unless sooner terminated, until the tenth(10th) anniversary of the date on which it is adopted by the board of directors (except as to awards outstanding on that date). The board of directors in itsdiscretion may terminate the 2012 Plan at any time with respect to any ordinary shares for which awards have not theretofore been granted; provided,however, that the 2012 Plan’s termination shall not materially and adversely impair the rights of a holder with respect to any award theretofore granted withoutthe consent of the holder. The number of ordinary shares for which awards which are options or SARs may be granted to a participant under the 2012 Planduring any calendar year is limited to 1,000,000. Future new hires, non-employee directors and additional non-employee consultants would be eligible to participate in the 2012 Plan as well. Thenumber of awards to be granted to officers, non-employee directors, employees and non-employee consultants cannot be determined at this time as the grant ofawards is dependent upon various factors such as hiring requirements and job performance. 71 Options. The term of each share option shall be as specified in the option agreement; provided, however, that except for share options which areincentive share options, or ISOs, granted to an employee who owns or is deemed to own (by reason of the attribution rules applicable under CodeSection 424(d)) more than 10% of the combined voting power of all classes of our ordinary shares or the capital stock of our subsidiaries (a “ten percentshareholder”), no option shall be exercisable after the expiration of ten (10) years from the date of its grant (five (5) years for ISOs granted to an employee whois a ten percent shareholder). The price at which an ordinary share may be purchased upon exercise of a share option shall be determined by the Compensation Committee;provided, however, that such option price (i) shall not be less than the fair market value of an ordinary share on the date such share option is granted, and(ii) shall be subject to adjustment as provided in the 2012 Plan. The Compensation Committee or the board of directors shall determine the time or times atwhich or the circumstances under which a share option may be exercised in whole or in part, the time or times at which options shall cease to be or becomeexercisable following termination of the share option holder’s employment or upon other conditions, the methods by which such exercise price may be paid ordeemed to be paid, the form of such payment, and the methods by or forms in which ordinary shares will be delivered or deemed to be delivered toparticipants who exercise share options. Options which are ISOs shall comply in all respects with Section 422 of the Code. In the case of ISOs granted to a ten percent shareholder, the pershare exercise price under such ISO (to the extent required by the Code at the time of grant) shall be no less than 110% of the fair market value of a share on thedate such ISO is granted. ISOs may solely be granted to employees. In addition, the aggregate fair market value of the shares subject to an ISO (determined atthe time of grant) which are exercisable for the first time by an employee during any calendar year may not exceed $100,000. Restricted Share Awards. A restricted share award is a grant or sale of ordinary shares to the participant, subject to such restrictions ontransferability, risk of forfeiture and other restrictions, if any, as the Compensation Committee or the board of directors may impose, which restrictions maylapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future servicerequirements), in such installments or otherwise, as the Compensation Committee or the board of directors may determine at the date of grant or purchase orthereafter. Except to the extent restricted under the terms of the 2012 Plan and any agreement relating to the restricted share award, a participant who is grantedor has purchased restricted shares shall have all of the rights of a shareholder, including the right to vote the restricted shares and the right to receive dividendsthereon (subject to any mandatory reinvestment or other requirement imposed by the Compensation Committee or the board of directors). During the restrictedperiod applicable to the restricted shares, subject to certain exceptions, the restricted shares may not be sold, transferred, pledged, hypothecated, or otherwisedisposed of by the participant. Unrestricted Share Awards. An unrestricted share award is the award of ordinary shares which are not subject to transfer restrictions. Pursuantto the terms of the applicable unrestricted share award agreement, a holder may be awarded (or sold) ordinary shares which are not subject to transferrestrictions, in consideration for past services rendered thereby to us or an affiliate or for other valid consideration. Restricted Share Unit Awards. A restricted share unit award provides for a payment of cash or shares to be made to the holder upon thesatisfaction of predetermined individual service-related vesting requirements, based on the number of units awarded to the holder. The CompensationCommittee shall set forth in the applicable restricted share unit award agreement the individual service-based or performance-based vesting requirement whichthe holder would be required to satisfy before the holder would become entitled to payment and the number of units awarded to the Holder. Such payment shallbe subject to a “substantial risk of forfeiture” under Section 409A of the Code. At the time of such award, the Compensation Committee may, in its solediscretion, prescribe additional terms and conditions or restrictions. The holder of a restricted share unit shall be entitled to receive a cash payment equal to thefair market value of an ordinary share, or one (1) ordinary share, as determined in the sole discretion of the Compensation Committee and as set forth in therestricted share unit award agreement, for each restricted share unit subject to such restricted share unit award, if and to the extent the applicable vestingrequirement is satisfied. Such payment shall be made no later than the fifteenth (15th) day of the third (3rd) calendar month next following the end of thecalendar year in which the restricted share unit first becomes vested. 72 Performance Unit Awards. A performance unit award provides for a cash payment to be made to the holder upon the satisfaction of predeterminedindividual and/or ANFI performance goals or objectives, based on the number of units awarded to the holder. The Compensation Committee shall set forth inthe applicable performance unit award agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply)which the holder and/or ANFI would be required to satisfy before the holder would become entitled to payment, the number of units awarded to the holder andthe dollar value assigned to each such unit. Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. At the time ofsuch award, the Compensation Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder of a performanceunit shall be entitled to receive a cash payment equal to the dollar value assigned to such unit under the applicable performance unit award agreement if theholder and/or ANFI satisfy (or partially satisfy, if applicable under the applicable performance unit award agreement) the performance goals and objectives setforth in such performance unit award agreement. If achieved, such payment shall be made no later than by the fifteenth (15th) day of the third (3rd) calendarmonth next following the end of ANFI’s fiscal year to which such performance goals and objectives relate. Performance Share Awards. A performance share award provides for distribution of ordinary shares to the holder upon the satisfaction ofpredetermined individual and/or ANFI goals or objectives. The Compensation Committee shall set forth in the applicable performance share award agreementthe performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the holder and/or ANFI would be requiredto satisfy before the holder would become entitled to the receipt of ordinary shares pursuant to such holder’s performance share award and the number ofshares of ordinary shares subject to such performance share award. Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A ofthe Code and, if such goals and objectives are achieved, the distribution of such ordinary shares shall be made no later than by the fifteenth (15th) day of thethird (3rd) calendar month next following the end of our fiscal year to which such goals and objectives relate. At the time of such award, the CompensationCommittee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder of a performance share award shall have no rightsas an ANFI shareholder until such time, if any, as the holder actually receives ordinary shares pursuant to the performance share award. Distribution Equivalent Rights. A distribution equivalent right entitles the holder to receive bookkeeping credits, cash payments and/or ordinaryshare distributions equal in amount to the distributions that would be made to the holder had the holder held a specified number of ordinary shares during theperiod the holder held the distribution equivalent right. The Compensation Committee shall set forth in the applicable distribution equivalent rights awardagreement the terms and conditions, if any, including whether the holder is to receive credits currently in cash, is to have such credits reinvested (at fairmarket value determined as of the date of reinvestment) in additional ordinary shares or is to be entitled to choose among such alternatives. Such receipt shallbe subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such award becomes vested, the distribution of such cash or ordinaryshares shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in whichthe holder’s interest in the award vests. Distribution equivalent rights awards may be settled in cash or in ordinary shares, as set forth in the applicabledistribution equivalent rights award agreement. A distribution equivalent rights award may, but need not be, awarded in tandem with another award (subject tocompliance with Code Section 409A), whereby, if so awarded, such distribution equivalent rights award shall expire, terminate or be forfeited by the holder,as applicable, under the same conditions as under such other award. The distribution equivalent rights award agreement for a distribution equivalent rightsaward may provide for the crediting of interest on a distribution rights award to be settled in cash at a future date (but in no event later than by the fifteenth(15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in which such interest was credited), at a rate set forth in theapplicable distribution equivalent rights award agreement, on the amount of cash payable thereunder. Share Appreciation Rights. A Share Appreciation Right (“SAR”) provides the participant to whom it is granted the right to receive, upon itsexercise, the excess of (A) the fair market value of the number of ordinary shares subject to the SAR on the date of exercise, over (B) the product of the numberof ordinary shares subject to the SAR multiplied by the base value under the SAR, as determined by the Compensation Committee or the board of directors.The base value of a SAR shall not be less than the fair market value of an ordinary share on the date of grant. If the Compensation Committee grants a shareappreciation right which is intended to be a tandem SAR, additional restrictions apply. 73 Recapitalization or Reorganization. Subject to certain restrictions, the 2012 Plan provides for the adjustment of ordinary shares underlyingawards previously granted if, and whenever, prior to the expiration or distribution to the holder of ordinary shares underlying an award theretofore granted, weshall effect a subdivision or consolidation of our ordinary shares or the payment of a share dividend on ordinary shares without receipt of consideration by us.If we recapitalize or otherwise change our capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted award, the holdershall be entitled to receive (or entitled to purchase, if applicable) under such award, in lieu of the number of ordinary shares then covered by such award, thenumber and class of shares and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior tosuch recapitalization, the holder had been the holder of record of the number of ordinary shares then covered by such award. The 2012 Plan also provides forthe adjustment of shares underlying awards previously granted by the board of directors in the event of changes to the outstanding ordinary shares by reasonof extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split ups, spin offs, exchanges or other relevant changes incapitalization occurring after the date of the grant of any award, subject to certain restrictions. Amendment and Termination. The 2012 Plan shall continue in effect, unless sooner terminated pursuant to its terms, until the tenth (10th)anniversary of the date on which it is adopted by the board of directors (except as to awards outstanding on that date). The board of directors may terminatethe 2012 Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the 2012 Plan’s terminationshall not materially and adversely impair the rights of a holder with respect to any award theretofore granted without the consent of the holder. The board ofdirectors shall have the right to alter or amend the 2012 Plan or any part hereof from time to time; provided, however, that without the approval by a majorityof the votes cast at a meeting of our shareholders at which a quorum representing a majority of our ordinary shares entitled to vote generally in the election ofdirectors is present in person or by proxy, no amendment or modification of the 2012 Plan may (i) materially increase the benefits accruing to holders,(ii) except as otherwise expressly provided in the 2012 Plan, materially increase the number of ordinary shares subject to the 2012 Plan or the individual awardagreements, (iii) materially modify the requirements for participation, or (iv) amend, modify or suspend certain repricing prohibitions or amendment andtermination provisions as specified therein. In addition, no change in any award theretofore granted may be made which would materially and adverselyimpair the rights of a holder with respect to such award without the consent of the holder (unless such change is required in order to cause the benefits underthe 2012 Plan to qualify as “performance-based” compensation within the meaning of Section 162(m) of the Code or to exempt the 2012 Plan or any Awardfrom Section 409A of the Code). As of March 31, 2013, awards and options for an aggregate of 371,257 ordinary shares had been granted under the 2012 Plan. Certain U.S. Federal Income Tax Consequences of the 2012 Plan The following is a general summary of certain U.S. federal income tax consequences under current tax law to us (were we subject to U.S. federalincome taxation on our net income) and to participants in the 2012 Plan who are individual citizens or residents of the United States for U.S. federal incometax purposes, or U.S. Participants, of share options which are ISOs, share options which are not ISOs, or NQSOs, restricted shares, SARs, dividendequivalent rights, restricted share units, performance shares, performance units and unrestricted share awards. It does not purport to cover all of the specialrules that may apply, including special rules relating to limitations on our ability to deduct certain compensation, special rules relating to deferredcompensation, golden parachutes, participants subject to Section 16(b) of the Exchange Act or the exercise of a share option with previously acquired ordinaryshares. This summary assumes that U.S. Participants will hold their ordinary shares as capital assets within the meaning of Section 1221 of the Code andthat we will not be treated as a PFIC. In addition, this summary does not address the foreign, state or local income or other tax consequences, or any U.S.federal non-income tax consequences, inherent in the acquisition, ownership, vesting, exercise, termination or disposition of an award under the 2012 Plan, orordinary shares issued pursuant thereto. Participants are urged to consult with their own tax advisors concerning the tax consequences to them of an awardunder the 2012 Plan or ordinary shares issued thereto pursuant to the 2012 Plan. A U.S. Participant generally does not recognize taxable income upon the grant of an NQSO. Upon the exercise of an NQSO, the U.S. Participantgenerally recognizes ordinary income in an amount equal to the excess, if any, of the fair market value of the ordinary shares acquired on the date of exerciseover the exercise price thereof, and we will generally be entitled to a deduction for such amount at that time. If the U.S. Participant later sells ordinary sharesacquired pursuant to the exercise of an NQSO, the U.S. Participant recognizes a long-term or short-term capital gain or loss, depending on the period forwhich the ordinary shares were held thereby. A long-term capital gain is generally subject to more favorable tax treatment than ordinary income or a short-termcapital gain. The deductibility of capital losses is subject to certain limitations. 74 A U.S. Participant generally does not receive taxable income upon either the grant or the exercise of an ISO and, if the U.S. Participant disposes of theordinary shares acquired pursuant to the exercise of an ISO more than two years after the date of grant and more than one year after the transfer of the ordinaryshares to the U.S. Participant, the U.S. Participant generally recognizes a long-term capital gain or loss, and we will not be entitled to a deduction. However, ifthe U.S. Participant disposes of such ordinary shares prior to the end of either of the required holding periods, all or a portion of the U.S. Participant’s gain istreated as ordinary income, and we will generally be entitled to deduct such amount. For purposes of the U.S. alternative minimum tax, or AMT, which ispayable to the extent it exceeds the U.S. Participant’s regular income tax, upon the exercise of an ISO, the excess of the fair market value of the ordinary sharessubject to the ISO over the exercise price is a preference items for AMT purposes. A U.S. Participant generally does not recognize income upon the grant of a SAR. The U.S. Participant recognizes ordinary compensation incomeupon exercise of the SAR equal to the increase in the value of the underlying ordinary shares, and we will generally be entitled to a deduction for such amount. A U.S. Participant generally does not recognize income on the receipt of a performance share award, performance unit award, restricted share unitsaward, unrestricted share award or distribution equivalent rights award until a cash payment or a distribution of ordinary shares is received thereby. At suchtime, the U.S. Participant recognizes ordinary compensation income equal to the excess, if any, of the fair market value of the ordinary shares received overany amount paid for the ordinary shares thereby, and we will generally be entitled to deduct such amount at such time. A U.S. Participant who receives a restricted share award generally recognizes ordinary compensation income equal to the excess, if any, of the fairmarket value of such ordinary shares at the time the restriction lapses over any amount paid thereby for the ordinary shares. Alternatively, the U.S. Participantmay elect to be taxed on the fair market value of such ordinary shares at the time of grant. We will generally be entitled to a deduction at the same time and inthe same amount as the income is required to be included by the U.S. Participant. C.Board Practices Audit Committee Our Audit Committee consists of Bimal Kishore Raizada, Neal Cravens, Daniel Malina and Shiv Kumar. Mr. Raizada is the chairman of the AuditCommittee. Each of these individuals satisfies the “independence” requirements of the New York Stock Exchange. The Audit Committee oversees ouraccounting and financial reporting processes and the audits of our financial statements. The Audit Committee is responsible for, among other things: ·selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independentauditors; ·reviewing and approving all proposed related-party transactions; ·discussing the annual audited financial statements with management and the independent auditors; ·annually reviewing and reassessing the adequacy of our Audit Committee charter; ·meeting separately and periodically with management and the independent auditors; ·reviewing such other matters that are specifically delegated to our Audit Committee by our board of directors from time to time; and ·reporting regularly to the full board of directors. 75 Compensation Committee Our Compensation Committee consists of Bimal Kishore Raizada, Neal Cravens and Daniel Malina. Each of these individuals satisfies the“independence” requirements of the New York Stock Exchange. Mr. Bimal Raizada is the Chairman of the Compensation Committee. Our CompensationCommittee assists our board in reviewing and approving the compensation structure of our directors and officers, including all forms of compensation to beprovided to our directors and officers. The Compensation Committee is responsible for, among other things: ·reviewing and determining the compensation package for our senior executives; ·reviewing and making recommendations to our board with respect to the compensation of our directors; and ·reviewing periodically and approving any long term incentive compensation or equity plans, programs or similar arrangements, annualbonuses, employee pension and welfare benefit plans. Corporate Governance and Nominating Committee Our Corporate Governance and Nominating Committee consists of Bimal Kishore Raizada, Neal Cravens and Daniel Malina. Each of theseindividuals satisfies the “independence” requirements of the New York Stock Exchange. Mr. Bimal Raizada is the Chairman of the Corporate Governance andNominating Committee. The Corporate Governance and Nominating Committee assists the board in identifying individuals qualified to become our directorsand in determining the composition of the board and its committees. The Corporate Governance and Nominating Committee is responsible for, among otherthings: ·identifying and recommending to the board nominees for election or re-election to the board; ·making appointments to fill any vacancy on our board; ·reviewing annually with the board the current composition of the board in light of the characteristics of independence, age, skills,experience and availability of service to us; ·identifying and recommending to the board any director to serve as a member of the board’s committees; ·advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as ourcompliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and onany corrective action to be taken; and ·monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our proceduresto ensure proper compliance. Code of Ethics We have adopted a Code of Conduct for all employees and a Code of Ethics that applies to our principal executive officer, our principal financial andaccounting officer and our other senior officers. The Code of Conduct and Code of Ethics are intended to promote honest and ethical conduct, full andaccurate reporting, and compliance with laws as well as other matters. The Code of Conduct and Code of Ethics are available on our corporate website athttp://phx.corporate-ir.net/phoenix.zhtml?c=251471&p=irol-govhighlights and a printed copy of the Code of Conduct and Code of Ethics is obtainable free ofcharge by writing to 29E, A.U. Tower; Jumeirah Lake Towers; Dubai, UAE. Pursuant to the BVI Act and the Company’s memorandum and articles of association, as a foreign private issuer with shares listed on the NYSE,the Company is required by Section 303A.11 of the Listed Company Manual of the NYSE to disclose any significant ways in which its corporate governancepractices differ from those followed by U.S. domestic companies under NYSE listing standards. Management believes that there are no significant ways inwhich our corporate governance standards differ from those followed by U.S. domestic companies under NYSE listing standards. 76 Directors’ Duties Under BVI law, our directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good faithand in what the director believes are the best interests of our company. When exercising powers or performing duties as a director, the director is required toexercise the care, diligence and skill that a responsible director would exercise in the same circumstances taking into account, without limitation, the nature ofthe company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of adirector, the directors are required to exercise their powers for a proper purpose and must not act or agree to the company acting in a manner that contravenesour memorandum and articles of association or the BVI Act. Directors’ Interests in Transactions Pursuant to the BVI Act and the company’s memorandum and articles of association, a director of a company who has an interest in a transactionand who has declared such interest to the other directors, may (a) vote on a matter relating to the transaction, (b) attend a meeting of directors at which a matterrelating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum, and (c) sign a document on behalf ofthe company, or do any other thing in his capacity as a director, that relates to the transaction. Qualification A director is not required to hold shares as a qualification to office. Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee is an officer or employee of our company. None of our directors currently serves, or in thepast year has served, as a member of the board of directors or Compensation Committee of any entity that has one or more executive officers serving on ourboard of directors or Compensation Committee. D.Employees As of March 31, 2013, 2012 and 2011 we had 326, 226 and 210 full time employees, respectively. As of March 31, 2013, we had 45 employeesworking in our accounting and finance department, 120 working in sales, marketing and distribution, and 91 working at our processing facility. We haveentered into employment agreements with all of our full-time employees that provide for termination of their employment upon delivery of two months’severance or notice, and that prohibit them from soliciting any of our other employees during or after their employment. There is a registered trade unioncomprising a small number of workers at the processing facility. We consider our relations with our employees to be amicable. E.Share Ownership See Item 7, below. ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.Major shareholders The following table sets forth, as of June 10, 2013, certain information as to the stock ownership of: ·each person known to us to own beneficially more than 5% of our ordinary shares; ·each of our directors and officers who beneficially own our ordinary shares; and ·all of our directors and officers as a group. 77 Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicablecommunity property laws, the persons named in the table have or share the voting and investment power with respect to all shares shown as beneficiallyowned by them. The number of our ordinary shares used in calculating the percentage for each listed person includes any options exercisable by such personwithin 60 days after June 10, 2013. Percentage of beneficial ownership is based on 35,744,033 shares outstanding as of June 10, 2013, including, solely forpurposes of calculating Karan A. Chanana’s beneficial ownership and the beneficial ownership of all directors and officers as a group, the 7,005,434 ordinaryshares issuable pursuant to the exchange agreement and also includes 67,548 vested ordinary shares underlying an option to purchase ordinary sharespursuant to the 2012 Plan (calculated for 9 installments to have vested within 60 days of June 10, 2013). Unless otherwise noted below, the address of each director and executive officer shown in the table below is 54, Prakriti Marg, M.G. Road; NewDelhi 110030 India. Name and Title of Beneficial Owner BeneficialOwnership ofOrdinary Shares Percentage ofClass Karan A. Chanana, Chief Executive Officer (1) 26,732,982(3) 74.8%Ashish Poddar, Chief Financial Officer — — Protik Guha, Chief Operating Officer — — Sanjay Chanana, Director (1) — — Bimal Raizada, Director (2) — — Neal Cravens, Director (4) 5,500 * Daniel Malina, Director (5) 5,500 * Shiv Surinder Kumar (6) 20,000(7) * All directors and officers as a group (eight persons) 26,763,982 74.9% *Denotes less than 1%. (1)Each of Karan A. Chanana and Sanjay Chanana’s business address is 29E, A.U. Tower; Jumeirah Lake Towers Dubai, UAE. (2)Bimal Raizada’s business address is L 32/7 DLF City II, Gurgaon 122 002, India. (3)Includes the 7,005,434 ordinary shares issuable pursuant to an exchange agreement under which Mr. Chanana will have the right, subjectto the terms of the exchange agreement, to exchange all or a portion of his Amira India equity shares for ANFI ordinary shares, and assumesthe completion of Mr. Chanana’s purchase of 2.2% of Amira India that is not owned indirectly by Amira India or Mr. Chanana and hisaffiliates. Also includes 67,548 vested ordinary shares underlying an option to purchase ordinary shares pursuant to the 2012 Plan. (4)Neal Cravens’ business address is 868 Bayway Blvd., #318, Clearwater Beach, FL 33767. (5)Daniel Malina’s business address is 18442 Nicklaus Way, Eden Prairie, MN 55347. (6)Shiv Surinder Kumar‘s business address is 8, Marina Moulevard, # 05-02 Marina Bay, Financial Centre, Singapore- 018981 (7)Represents shares beneficially owned by Shiv Surinder Kumar and held in the name of Cleveland Advisory Ltd. 78 B.Related Party Transactions Our Related-Party Transaction Policies We have conducted our related-party transactions on normal commercial terms that are fair and reasonable and in the interests of our shareholders asa whole. We believe that the terms of our related-party transactions are comparable to the terms we could obtain from independent third parties. Since thecompletion of our IPO, our related-party transactions are subject to the review and approval of the Audit Committee of our board of directors. The charter ofour Audit Committee as adopted by our board of directors provides that we may not enter into any related-party transaction unless and until it has beenapproved by the Audit Committee. Since the IPO, we have not entered into any related party transactions. Transactions During the Fiscal Year Ended March 31, 2013 We and our subsidiaries have entered into transactions with certain related parties, primarily with entities controlled by or where significant influenceis exercised by Karan A. Chanana, our Chairman and Chief Executive Officer, or his family members. These transactions, which include loans andadvances, issuances of securities, and purchases and sales of goods and raw materials, were conducted in the normal course of operations and are transactedat the exchange amount agreed to by the related parties. The aggregate amounts and nature of related transactions conducted in fiscal 2013, including interestincurred, are summarized as follows: Transactions during the period March 31, 2013 (Amount in $ million) Loans received - Loans repaid 0.05 Advances made - Advances received 1.5 Contributed rent 0.005 Issuance of unregistered securities - Purchase of goods - Sales of goods 17.5 Loans and advances We received no loans from Mr. Chanana in fiscal 2013, and $0.05 million has been repaid. These loans were primarily short term loans for workingcapital. As of March 31, 2013, $1.2 million remains outstanding. These loans are unsecured, have no fixed terms of repayment, and bear interest at aweighted average rate of 11.6% in fiscal 2013. Our subsidiaries made no advances to related parties in fiscal 2013, but received an aggregate of $1.5 million as repayment for prior advances toentities controlled by affiliates of Mr. Chanana and his family members . Our subsidiaries made these advances in the ordinary course of business to prepaythe purchase price for rice, semi-finished rice and palm oil, as described in "—Sales of goods" below. Such advances were interest-free, unsecured, and weresettled through the delivery of goods purchased, typically during the fiscal year in which they were made, although there were no fixed terms of settlement. Asof March 31, 2013, all advances from affiliates had been repaid. Sales of goods During fiscal 2013, our subsidiaries sold rice, semi-finished rice and palm oil to certain affiliates of Mr. Chanana and affiliates of his familymembers. Sales to affiliates and affiliates of Mr. Chanana’s family members of rice and palm oil during fiscal 2013 totaled $17.5 million, of which $11.4million represented the sale of a shipment of rice that is subject to customs proceedings in the Philippines. Subsequently we have received the sale proceedsrelating to these sales to affiliates and there are nil outstanding balances as of March 31, 2013 on account of these transactions. For more information, see “Item4. Information on the Company—Legal Proceedings.” Contributed rent Contributed rent relates to rent paid by Amira India to Karan A. Chanana and Anil Chanana, Karan A. Chanana’s father, as lessors. Amira Indialeases its corporate and registered offices in India from Karan A. Chanana and Anil Chanana, respectively. The leases are effective for a period of 11 months,subject to renewal on mutually acceptable terms. 79 Personal guarantees Mr. Chanana and Anita Daing have issued personal guarantees in favor of Canara Bank, the lead bank of a consortium of 10 banks that grantedAmira India its outstanding secured revolving credit facilities. Under these personal guarantees, Mr. Chanana and Ms. Daing have guaranteed the repaymentof the secured revolving credit facilities, , up to a sum of $175.7 million, along with any applicable interest and other charges due to the consortium. In theevent that Amira India defaults in its payment obligations, Canara Bank has the right to demand such payment from Mr. Chanana and/or Ms. Daing, who areobligated under the terms of the personal guarantees to make such payment. Additionally, personal guarantees containing similar terms have been issued by Mr. Chanana and Ms. Daing in favor of Bank of Baroda and ICICIBank for amounts not exceeding $2.1 million and $4.7 million, respectively, guaranteeing repayment of the term loan facilities availed by Amira India fromthese banks. ANFI will indemnify its directors and officers, including Mr. Chanana, as permitted by its amended and restated memorandum and articles ofassociation and pursuant to indemnification agreements entered into with such directors and officers, as described in “Management—Limitation on Liabilityand Indemnification of Officers and Directors.” Such indemnification will include indemnification for Mr. Chanana’s personal guarantees described above. Agreements with Management For information regarding arrangements with certain members of our management, see “Item 6 “Directors, Senior Management and Employees-Compensation.” Transactions Since the Fiscal Year Ended March 31, 2013 There have been no related party transactions since March 31, 2013. C.Interests of Experts and Counsel Not applicable. ITEM 8. FINANCIAL INFORMATION A.Consolidated Statements and Other Financial Information See Item 18. B.Significant Changes None. ITEM 9. THE OFFER AND LISTING A.Offer and Listing Details The following table sets forth, for the periods indicated since our ordinary shares began trading on the New York Stock Exchange on October 10,2012 through June 10, 2013, the high and low sale prices for our ordinary shares, as reported on the New York Stock Exchange under the symbol “ANFI.” 80 Price per Ordinary shares on NYSE (Amount in $) High Low 2012 Fourth Quarter (from October 10, 2012) 10.24 7.01 2013 First Quarter 8.25 6.25 Second Quarter (through June 10, 2013) 9.80 6.35 December 2012 8.29 7.34 January 2013 8.15 6.25 February 2013 7.45 6.34 March 2013 8.25 7.10 April 2013 8.19 6.35 May 2013 9.58 7.35 June 2013 (through June 10, 2013) 9.80 8.05 B.Plan of Distribution Not Applicable. C.Markets Our ordinary shares are listed on the New York Stock Exchange under the symbol “ANFI.” Our ordinary shares have been listed on the New YorkStock Exchange since October 10, 2012. D.Dilution Not Applicable. E.Expenses of the Issue Not Applicable. ITEM 10. ADDITIONAL INFORMATION A.Share Capital Not Applicable. B.Memorandum and Articles of Association Registered Office. Our registered office is 29E, A.U. Tower; Jumeirah Lake Towers; Dubai, UAE or at such other place as our directors maydetermine. Objects and Purposes, Register, and Shareholders. Our objects and purposes are unlimited. Our register of shareholders will be maintained byour transfer agent, Continental Stock & Trust Company. Under the BVI Act, a BVI company may treat the registered holder of a share as the only personentitled to (a) exercise any voting rights attaching to the share, (b) receive notices, (c) receive a distribution in respect of the share and (d) exercise other rightsand powers attaching to the share. Consequently, as a matter of BVI law, where a shareholder’s shares are registered in the name of a nominee such as Cede &Co, the nominee is entitled to receive notices, receive distributions and exercise rights in respect of any such ordinary shares registered in its name. Thebeneficial owners of the ordinary shares registered in a nominee’s name will therefore be reliant on their contractual arrangements with the nominee in order toreceive notices and dividends and ensure the nominee exercises voting rights in respect of the ordinary shares in accordance with their directions. Directors’ Powers. Under the BVI Act, subject to any limitations in a company’s memorandum and articles of association, a company’sbusiness and affairs are managed by, or under the supervision of, its directors, and directors generally have all powers necessary to manage a company. Adirector must disclose any interest he has on any proposal, arrangement or contract not entered into in the ordinary course of business and on usual terms andconditions. An interested director may vote on a transaction in which he has an interest. The directors may cause us to borrow money or mortgage or chargeour property or uncalled capital, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability orobligation of us or any third party. 81 Rights, Preferences and Restrictions of Ordinary Shares. Subject to certain restrictions, our directors may authorize dividends at such timeand in such amount as they determine. Each ordinary share is entitled to one vote. There are no cumulative voting rights. In the event of a liquidation orwinding up of the company, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilitiesand after provision is made for each class of shares, if any, having preference over the ordinary shares. There are no sinking fund provisions applicable toour ordinary shares. Holders of our ordinary shares have no pre-emptive rights. Subject to the provisions of the BVI Act, we may repurchase our ordinaryshares in certain circumstances. Rights Preferences and Restrictions of Preferred Shares. Our memorandum and articles of association authorizes our board of directors tocreate and to issue up to five classes of preferred shares without shareholder approval with such designation, rights and preferences as may be determined byour board of directors. We have five classes of preferred shares to give us flexibility as to the terms on which each class is issued since, under BVI law, allshares of a single class must be issued with the same rights and obligations. Our board of directors is empowered, without shareholder approval, to issue suchpreferred shares with dividend, liquidation, redemption, voting or other rights which could harm the voting power or other rights of the holders of ordinaryshares or another class of preferred shares. Although we do not currently intend to issue any preferred shares, we may do so in the future. Variation of the Rights of Shareholders. As permitted by the BVI Act and our memorandum of association, we may vary the rights attached toany class of shares only with the consent of not less than a majority of the votes of shareholders of that class who being so entitled attend and vote at themeeting of that class, except where a greater majority is required under our memorandum and articles of association or the BVI Act. A greater majority isrequired in relation to a scheme of arrangement and may be required in relation to a plan of arrangement. For these purposes, the creation, designation orissuance of preferred shares with rights and privileges ranking equal to or in priority to an existing class of ordinary or preferred shares is deemed not to be avariation of the rights of such existing class and may be effected by resolution of directors without shareholder approval. Shareholder Meetings. Our directors may call a meeting of shareholders whenever they see fit. Our shareholders may requisition our directors tohold a meeting upon the written request of shareholders entitled to exercise at least 30% of the voting rights. Under BVI law, the memorandum and articles ofassociation may be amended to decrease but not increase the required percentage to call a meeting above 30%. At least ten days’ and not more than 120 days’notice of such meeting is required. A meeting of shareholders held in contravention of this notice requirement is valid if shareholders holding not less than a90% majority of the total number of ordinary shares entitled to vote on all matters to be considered at the meeting have waived notice of the meeting and for thispurpose presence at the meeting is deemed to constitute a waiver. A majority of the shares entitled to vote at the meeting, present in person or by proxy, forms aquorum. Our memorandum and articles of association establish advance notice procedures with respect to shareholder proposals and the nomination ofcandidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.However, our memorandum and articles of association may have the effect of precluding the conduct of certain business at a meeting if the proper proceduresare not followed. Any proposed business other than the nomination of persons for election to our board of directors must constitute a proper matter forstockholder action pursuant to the notice of meeting delivered to us. For notice to be timely, it must be received by our secretary not later than 90 nor earlierthan 120 calendar days prior to the first anniversary of the previous year’s annual meeting (or if the date of the annual meeting is advanced more than 30calendar days or delayed by more than 60 calendar days from such anniversary date, not later than 90 nor earlier than 120 calendar days prior to suchmeeting or the 10th calendar day after public disclosure of the date of such meeting is first made). These provisions may also discourage or deter a potentialacquiror from conducting a solicitation of votes from other shareholders to elect the acquiror’s own slate of directors or otherwise attempting to obtain control ofour company. Our amended and restated memorandum and articles of association provide that we will hold an annual shareholders’ meeting during each fiscalyear, as required by the rules of the New York Stock Exchange. Dividends. Subject to the BVI Act and our memorandum and articles of association, our directors may declare dividends at a time and amountthey think fit if they are satisfied, on reasonable grounds, that, immediately after distribution of the dividend, the value of our assets will exceed our liabilitiesand we will be able to pay our debts as they fall due. There is no further BVI restriction on the amount of funds which may be distributed by us by dividend,including all amounts paid by way of the subscription price for shares regardless of whether such amounts may be wholly or partially treated as share capitalor share premium under certain accounting principles. Shareholder approval is not required to pay dividends under BVI law. No dividend shall carry interestagainst us. 82 Rights of Non-Resident or Foreign Shareholders and Disclosure of Substantial Shareholdings. There are no limitations imposed by ourmemorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, thereare no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed. Untraceable Shareholders. Under our memorandum and articles of association, we are entitled to sell any shares of a shareholder who isuntraceable, as long as: (a) all checks, not being less than three in total number, for any sums payable in cash to the holder of such shares have remaineduncashed for a period of 12 years; (b) we have not during that time or before the expiry of the three-month period referred to in (c) below received anyindication of the existence of the shareholder or person entitled to such shares by death, bankruptcy or operation of law; and (c) upon expiration of the 12-yearperiod, we have caused an advertisement to be published in newspapers, giving notice of our intention to sell these shares, and a period of three months orsuch shorter period has elapsed since the date of such advertisement. The net proceeds of any such sale shall belong to us, and when we receive these netproceeds we shall become indebted to the former shareholder for an amount equal to such net proceeds. Transfer of Shares. Subject to any applicable restrictions set forth in our memorandum and articles of association, any of our shareholders maytransfer all or any of his or her shares by an instrument of transfer in the usual or common form or in any other form which our directors may approve. Ourmemorandum and articles of association also state that shares may be transferred by means of a system utilized for the purposes of holding and transferringordinary shares, or a “Relevant System,” and that the operator of the Relevant System (and any other person necessary to ensure the Relevant System iseffective to transfer Shares) shall act as agent of the Shareholders for the purposes of the transfer of any Shares transferred by means of the Relevant System. Anti-takeover Provisions. Some provisions of our memorandum and articles of association may discourage, delay or prevent a change in controlof our company or management that shareholders may consider favorable, including but not limited to provisions that: ·authorize our board of directors without shareholder approval to issue preferred shares in one or more series and to designate the price,rights, preferences, privileges and restrictions of such preferred shares by amending the memorandum and articles of association; ·require advance notice requirements from shareholders nominating directors for election at a shareholder meeting; ·prohibit shareholders from acting by written consent; ·prohibit shareholders from cumulating votes in the election of directors; and ·enable directors to be removed by shareholders only for cause. Additional information required by Item 10.B of Form 20-F is included in the section titled “Description of Share Capital— Summary of CertainSignificant Provisions of BVI Law” and “Description of Share Capital —Material Differences in BVI Law and our Amended and Restated Memorandum andArticles of Association and Delaware Law” in our Registration Statement on Form F-1 initially filed with the SEC on August 29, 2012 (File No.: 333-183612),as amended, which section is incorporated herein by reference. C.Material Contracts All material contracts governing the business of the Company and entered into in the last two years are described elsewhere in this Annual Report orin the information incorporated by reference herein. 83 D.Exchange controls Under BVI law, there are currently no withholding taxes or exchange control regulations in the BVI applicable to the company or its security holders. E.Taxation General The following summary of the material BVI, Indian and U.S. federal income tax consequences of the acquisition, ownership and disposition of ourordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this Annual Report, all of which are subject to change. Thissummary does not deal with all possible tax consequences relating to an investment in our ordinary shares, such as the tax consequences under state, local andother tax laws. As used in this summary, references to “the company,” “we,” “us” and “our” refer to ANFI. BVI Taxation The BVI government will not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax orwithholding tax upon the company or its shareholders (who are not tax residents in the BVI). The company and all distributions, interest and other amounts paid by the company to persons who are not tax residents in the BVI will not besubject to any income, withholding or capital gains taxes in the BVI, with respect to the shares in the company owned by them and dividends received on suchshares, nor will they be subject to any estate or inheritance taxes in the BVI. No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable in the BVI by persons who are not tax resident in the BVIwith respect to any shares, debt obligations or other securities of the company. Subject to the payment of stamp duty on any acquisition of real property in the BVI by us (and in respect of certain transactions in respect of theshares, debt obligations or other securities of incorporated companies owning real property in the BVI), all instruments relating to transactions in respect of theshares, debt obligations or other securities of the company and all instruments relating to other transactions relating to the business of the company are exemptfrom the payment of stamp duty in the BVI. There are currently no withholding taxes or exchange control regulations in the BVI applicable to the company or its security holders. There is no income tax treaty or convention currently in effect between the United States and the BVI, although a Tax Information ExchangeAgreement is in force. Indian Taxation The following are the material Indian tax consequences relating to the acquisition, ownership and disposition of our ordinary shares. The discussion contained herein is based on the applicable tax laws of India as in effect on the date hereof and is subject to possible changes inIndian law that may come into effect after such date. The information set forth below is intended to be a general discussion only. Prospective investors shouldconsult their own tax advisers as to the consequences of purchasing our ordinary shares, including, without limitation, the consequences of the receipt ofdividends paid on our ordinary shares and the sale, transfer or other disposition of our ordinary shares. Based on the fact that ANFI is considered for Indian income tax purposes as a company domiciled abroad, any dividend income in respect of itsordinary shares will not be subject to any withholding or deduction in respect of Indian income tax laws. However, dividend payments to us by Amira Indiaare subject to withholding of dividend distribution tax in India, at an effective rate of 16.99%, including applicable cess (Indian education tax) and surcharge. 84 Pursuant to recent amendments to the Indian Income Tax Act, 1961, as amended, income arising directly or indirectly through the sale of a capitalasset, including any share or interest in a company or entity registered or incorporated outside India, will be liable to tax in India, if such share or interestderives, directly or indirectly, its value substantially from assets located in India and whether or not the seller of such share or interest has a residence, place ofbusiness, business connection, or any other presence in India. The amendments do not currently define the term “substantially,” and they also do not dealwith the interplay between the amendments to the Indian Income Tax Act, 1961, as amended, and the existing Double Taxation Avoidance Agreements, orDTAAs, that India has entered into with countries such as the United States, United Kingdom and Canada, in case of an indirect transfer. Accordingly, theimplications of the recent amendments are presently unclear. In the absence of guidance as to how these recent amendments would apply in the case of a sale bya holder of ANFI ordinary shares, it is not possible for counsel to opine on this issue. If it is determined that these amendments apply to a holder of ANFIordinary shares with respect to income arising from the sale of the ordinary shares, such holder could be liable to pay tax in India on such income. U.S. Federal Income Taxation General The following summary sets forth the material U.S. federal income tax consequences of the acquisition, ownership and disposition of our ordinaryshares. The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our ordinary shares that is,for U.S. federal income tax purposes: ·an individual who is a citizen or resident of the United States; ·a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws ofthe United States, any state thereof or the District of Columbia; ·an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or ·a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized tocontrol all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treatedas a U.S. person. If a beneficial owner of our ordinary shares is not described as a U.S. Holder and is not an entity treated as a partnership or other pass-through entityfor U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder.” The material U.S. federal income tax consequences applicablespecifically to Non-U.S. Holders are described below under the heading “Non-U.S. Holders.” This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, Treasury regulations promulgatedthereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on aretroactive basis. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’sordinary shares and individual circumstances. In particular, this discussion considers only holders that own and hold our ordinary shares as “capital assets”(generally, property held for investment) within the meaning of Section 1221 of the Code, and does not discuss the alternative minimum tax. In addition, thisdiscussion does not address U.S. federal income tax consequences to holders that are subject to special rules, including: ·financial institutions or financial services entities; ·broker-dealers; ·persons that are subject to the mark-to-market accounting rules under Section 475 of the Code; 85 ·tax-exempt entities (including private foundations); ·governments or agencies or instrumentalities thereof; ·insurance companies; ·individual retirement accounts or other tax-deferred accounts; ·regulated investment companies; ·real estate investment trusts; ·certain expatriates or former long term residents of the United States; ·persons that directly, indirectly or constructively own 10% or more of our voting shares; ·persons that acquired our ordinary shares pursuant to an exercise of employee options, in connection with employee incentive plans orotherwise as compensation; ·persons that hold our ordinary shares as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; ·persons whose functional currency is not the U.S. dollar; ·controlled foreign corporations; or ·passive foreign investment companies. This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S. taxlaws, or, except as discussed herein, any tax reporting obligations applicable to a holder of our ordinary shares. Additionally, this discussion does notconsider the tax treatment of partnerships or other pass-through entities or persons who hold our ordinary shares through such entities. If a partnership (orother entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our ordinary shares, the U.S. federal income taxtreatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partners in partnerships thathold our ordinary shares should consult their tax advisors. This discussion also assumes that any distribution made (or deemed made) by us in respect of ourordinary shares and any consideration received (or deemed received) by a holder in connection with the sale or other disposition of our ordinary shares will bein U.S. dollars. We have not sought, and will not seek, a ruling from the Internal Revenue Service (the “IRS”) as to any U.S. federal income tax consequencedescribed herein. The IRS may disagree with the description herein, and its determination may be upheld by a court. Moreover, future legislation, regulations,administrative rulings or court decisions may affect the accuracy of the statements in this discussion. THIS DISCUSSION IS ONLY A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THEACQUISITION, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES. IT IS NOT TAX ADVICE. EACH INVESTOR IN OURORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAXCONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES,INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERALTAX LAWS AND ANY APPLICABLE TAX TREATIES. 86 U.S. Holders Taxation of Cash Distributions Paid on Ordinary Shares Subject to the passive foreign investment company, or PFIC, rules discussed below, a U.S. Holder generally will be required to include in grossincome as ordinary income the amount of any cash dividend paid on our ordinary shares to the extent the distribution is paid out of our current oraccumulated earnings and profits (as determined for U.S. federal income tax purposes). Such dividend generally will not be eligible for the dividends-receiveddeduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. The portion of such cash distribution, if any,in excess of such earnings and profits will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its ordinary shares. Anyremaining excess generally will be treated as gain from the sale or other taxable disposition of such ordinary shares. With respect to non-corporate U.S. Holders, such dividends may be subject to U.S. federal income tax at the lower applicable regular long termcapital gains tax rate (see “—Taxation on the Sale or Other Taxable Disposition of Ordinary Shares” below) provided that (1) our ordinary shares are readilytradable on an established securities market in the United States, (2) we are not a PFIC, as discussed below, for either the taxable year in which the dividendwas paid or the preceding taxable year, and (3) certain holding period requirements are met. Under published IRS authority, shares are considered for purposesof clause (1) above to be readily tradable on an established securities market in the United States only if they are listed on certain exchanges, which presentlyinclude the New York Stock Exchange. Although our ordinary shares are currently listed and traded on the New York Stock Exchange, we cannot guaranteethat such shares will continue to be listed and traded on the New York Stock Exchange. U.S. Holders should consult their own tax advisors regarding theavailability of the lower rate for any cash dividends paid with respect to our ordinary shares. Taxation on the Sale or Other Taxable Disposition of Ordinary Shares Upon a sale or other taxable disposition of our ordinary shares, and subject to the PFIC rules discussed below, a U.S. Holder generally will recognizecapital gain or loss in an amount equal to the difference between the amount realized upon the sale or other taxable disposition and the U.S. Holder’s adjustedtax basis in the ordinary shares. The regular U.S. federal income tax rate on capital gains recognized by U.S. Holders generally is the same as the regular U.S. federal income tax rateon ordinary income, except that long term capital gains recognized by non-corporate U.S. Holders generally are subject to U.S. federal income tax at preferentialrates. Capital gain or loss will constitute long term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares exceeds one year. Thedeductibility of capital losses is subject to various limitations. If an Indian income tax applies to any gain arising from the sale of our ordinary shares by a U.S. Holder, such tax may be treated as a foreign taxeligible for a deduction from such holder’s U.S. federal taxable income or a foreign tax credit against such holder’s U.S. federal income tax liability (subject toapplicable conditions and limitations). In addition, if such Indian tax applies to any such gain, a U.S. Holder may be entitled to certain benefits under theConvention between the Government of the United States of America and the Government of the Republic of India for the Avoidance of Double Taxation and thePrevention of Fiscal Evasion with Respect to Taxes on Income (the “U.S.-India Tax Treaty”), if such holder is considered a resident of the United States forpurposes of, and otherwise meets the requirements of, the U.S.-India Tax Treaty. U.S. Holders should consult their own tax advisors regarding the deductionor credit for any such Indian tax and their eligibility for the benefits of the U.S.-India Tax Treaty. Additional Taxes U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% Medicarecontribution tax on unearned income, including, without limitation, dividends on, and gains from the sale or other taxable disposition of, our ordinary shares,subject to certain limitations and exceptions. Under recently issued proposed regulations, in the absence of a special election, such unearned income generallywould not include income inclusions under the qualified electing fund, or QEF, rules discussed below under “— Passive Foreign Investment CompanyRules,” but would include distributions of earnings and profits from a QEF. U.S. Holders should consult their own tax advisors regarding the effect, if any,of such tax on their ownership and disposition of our ordinary shares. 87 Passive Foreign Investment Company Rules A foreign (i.e., non-U.S.) corporation will be a PFIC if at least 75% of its gross income in a taxable year of the foreign corporation, including its prorata share of the gross income of any corporation in which it is considered to own, directly or indirectly, at least 25% of the shares by value, is passiveincome. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined basedon fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own,directly or indirectly, at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includesdividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from thedisposition of passive assets. Based on the composition (and estimated values) of the assets and the nature of the income of us and our subsidiaries during our taxable year endedMarch 31, 2013, we do not believe that we will be treated as a PFIC for such year or in the foreseeable future. Our actual PFIC status for our current taxableyear or any subsequent taxable year, however, is uncertain and will not be determinable until after the end of such taxable year. Accordingly, there can be noassurance with respect to our status as a PFIC for our current taxable year or any future taxable year. If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our ordinaryshares and such U.S. Holder did not make a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold)our ordinary shares, a QEF election along with a purging election or a mark-to-market election, each as described below, such holder generally will be subjectto special rules for regular U.S. federal income tax purposes with respect to: ·any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares; and ·any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S.Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ordinary shares duringthe three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the ordinary shares). Under these rules, ·the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares; ·the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or tothe period in the U.S. Holder’s holding period before the first day of our first taxable year in which we qualified as a PFIC, will be taxed asordinary income; ·the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at thehighest tax rate in effect for that year and applicable to the U.S. Holder; and ·the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxableyear of the U.S. Holder. In general, if we are determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect to our ordinary sharesby making a timely QEF election (or a QEF election along with a purging election). Pursuant to a QEF election, a U.S. Holder will be required to include inincome its pro rata share of our net capital gains (as long term capital gain) and other earnings and profits (as ordinary income), on a current basis, in eachcase whether or not distributed, in the taxable year of the U.S. Holder in which or with which our taxable year ends. A U.S. Holder may make a separateelection to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interestcharge. The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holdergenerally makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company orQualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for thetaxable year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certainother conditions are met or with the consent of the IRS. 88 In order to comply with the requirements of a QEF election, a U.S. Holder must receive certain information from us. Upon request from a U.S.Holder, we will endeavor to provide to the U.S. Holder no later than 90 days after the request such information as the IRS may require, including a PFICannual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timelyknowledge of our status as a PFIC in the future, or of the required information to be provided. If a U.S. Holder has made a QEF election with respect to our ordinary shares, and the special tax and interest charge rules do not apply to suchshares (because of a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a QEFelection along with a purge of the PFIC taint pursuant to a purging election, as described below), any gain recognized on the sale or other taxable disposition ofour ordinary shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, for regular U.S. federal income taxpurposes, U.S. Holders of a QEF are currently taxed on their pro rata shares of the QEF’s earnings and profits, whether or not distributed. In such case, asubsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to those U.S.Holders. The adjusted tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amountsdistributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the U.S.Holder is treated under the applicable attribution rules as owning shares in a QEF. Although a determination as to our PFIC status will be made annually, an initial determination that we are a PFIC generally will apply for subsequentyears to a U.S. Holder who held our ordinary shares while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A U.S.Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) our ordinaryshares, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such U.S. Holder will notbe subject to the QEF inclusion regime with respect to such shares for any of our taxable years that end within or with a taxable year of the U.S. Holder and inwhich we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and during which theU.S. Holder holds (or is deemed to hold) our ordinary shares, the PFIC rules discussed above will continue to apply to such shares unless the holder files on atimely filed U.S. income tax return (including extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code anygain that it would otherwise recognize if the U.S. Holder sold such shares for their fair market value on the “qualification date.” The qualification date is thefirst day of our tax year in which we qualify as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held ourshares on the qualification date. The gain recognized by the purging election generally will be subject to the special tax and interest charge rules treating the gainas an excess distribution, as described above. As a result of the purging election, the U.S. Holder generally will increase the adjusted tax basis in its ordinaryshares by the amount of the gain recognized and will also have a new holding period in its ordinary shares for purposes of the PFIC rules. Alternatively, if a U.S. Holder, at the close of its taxable year, owns ordinary shares in a PFIC that are treated as “marketable stock” for U.S. federalincome tax purposes, the U.S. Holder may make a mark-to-market election with respect to such ordinary shares for such taxable year. If the U.S. Holdermakes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) our ordinary sharesand for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above with respect to its ordinary shares.Instead, in general, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its ordinary shares at the end of itstaxable year over the adjusted tax basis in its ordinary shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, ofthe adjusted tax basis of its ordinary shares over the fair market value of its ordinary shares at the end of its taxable year (but only to the extent of the netamount of previously included income as a result of the mark-to-market election). The U.S. Holder’s adjusted tax basis in its ordinary shares will be adjustedto reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the ordinary shares will be treated asordinary income. 89 The mark-to-market election is available only for shares that are regularly traded on a national securities exchange that is registered with the Securitiesand Exchange Commission, including the New York Stock Exchange, or on a foreign exchange or market that the IRS determines has rules sufficient toensure that the market price represents a legitimate and sound fair market value. Although our ordinary shares are currently listed and traded on the New YorkStock Exchange, we cannot guarantee that such shares will continue to be listed and traded on the New York Stock Exchange. U.S. Holders should consulttheir own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our ordinary shares under their particularcircumstances. If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, a U.S. Holder generally should be deemed to own a portionof the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distributionfrom, or dispose of all or part of our interest in, or the U.S. Holder otherwise were deemed to have disposed of an interest in, the lower-tier PFIC. Upon request,we will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder no later than 90 days after the request the information that may be required to makeor maintain a QEF election with respect to the lower- tier PFIC. However, there is no assurance that we will have timely knowledge of the status of any suchlower-tier PFIC, or that we will be able to cause the lower-tier PFIC to provide the required information. A mark-to-market election generally would not beavailable with respect to such a lower-tier PFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs. A U.S. Holder that owns (or is deemed to own) ordinary shares in a PFIC during any taxable year of the U.S. Holder may have to file an IRSForm 8621 (whether or not a QEF election or mark-to-market election is or has been made) with such U.S. Holder’s U.S. federal income tax return andprovide such other information as may be required by the U.S. Treasury Department. The rules dealing with PFICs and with the QEF and mark-to-market elections are very complex and are affected by various factors in addition tothose described above. Accordingly, U.S. Holders of our ordinary shares should consult their own tax advisors concerning the application of the PFIC rules toour ordinary shares under their particular circumstances. Non-U.S. Holders Cash dividends paid to a Non-U.S. Holder with respect to our ordinary shares generally will not be subject to U.S. federal income tax, unless thedividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicableincome tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains or maintained in the United States). In addition, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other taxable dispositionof our ordinary shares unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicableincome tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains or maintained in the United States) or the Non-U.S.Holder is an individual who is present in the United States for 183 days or more in the taxable year of sale or other disposition and certain other conditions aremet. Cash dividends and gains that are effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, ifrequired by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains or maintained in the UnitedStates) generally will be subject to regular U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holderand, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, may also be subject to an additional branch profits tax at a30% rate or a lower applicable tax treaty rate. Backup Withholding and Information Reporting In general, information reporting for U.S. federal income tax purposes should apply to cash distributions made on our ordinary shares within theUnited States to a U.S. Holder (other than an exempt recipient) and to the proceeds from sales and other dispositions of our ordinary shares by a U.S. Holder(other than an exempt recipient) to or through a U.S. office of a broker. Payments made (and sales and other dispositions effected at an office) outside theUnited States will be subject to information reporting in limited circumstances. In addition, certain information concerning a U.S. Holder’s adjusted tax basisin its ordinary shares and adjustments to that tax basis and whether any gain or loss with respect to such ordinary shares is long term or short term also maybe required to be reported to the IRS, and certain holders may be required to file an IRS Form 8938 (Statement of Specified Foreign Financial Assets) to reporttheir interest in our ordinary shares. 90 Moreover, backup withholding of U.S. federal income tax at a rate of 28%, generally will apply to dividends paid on our ordinary shares to a U.S.Holder (other than an exempt recipient) and the proceeds from sales and other dispositions of our ordinary shares by a U.S. Holder (other than an exemptrecipient), in each case who (a) fails to provide an accurate taxpayer identification number; (b) is notified by the IRS that backup withholding is required; or(c) in certain circumstances, fails to comply with applicable certification requirements. A Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of itsforeign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption. Backup withholding is not an additional tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or aNon-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished tothe IRS. Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedures forobtaining an exemption from backup withholding in their particular circumstances. F.Dividends and paying agents Not applicable. G.Statement by experts Not applicable. H.Documents on display Documents concerning us that are referred to in this document may be inspected at 29E, A.U. Tower Jumeirah Lake Towers Dubai, United ArabEmirates, or the UAE. In addition, we file annual reports and other information with the Securities and Exchange Commission. We file annual reports on Form 20-F andsubmit other information under cover of Form 6-K. As a foreign private issuer, we are exempt from the proxy requirements of Section 14 of the Exchange Actand our officers, directors and principal shareholders are exempt from the insider short-swing disclosure and profit recovery rules of Section 16 of theExchange Act. Annual reports and other information we file with the Commission may be inspected at the public reference facilities maintained by theCommission at Room 1024, 100 F. Street, N.E., Washington, D.C. 20549, and copies of all or any part thereof may be obtained from such offices uponpayment of the prescribed fees. You may call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms andyou can request copies of the documents upon payment of a duplicating fee, by writing to the Commission. In addition, the Commission maintains a web sitethat contains reports and other information regarding registrants (including us) that file electronically with the Commission which can be assessed athttp://www.sec.gov. I.Subsidiary Information For more information on our subsidiaries, please see “Item 4. Information on the Company – Our Organizational Structure.” ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK We are exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. Our risk management iscoordinated by the Board of Directors and focuses on securing long term and short term cash flows. We do not engage in trading of financial assets forspeculative purposes. 91 Market Risk Analysis Market risk is the risk that changes in market prices will have an effect on our income or value of the financial assets and liabilities. We are exposedto various types of market risks which result from its operating and investing activities. The most significant financial risks to which we are exposed aredescribed below. Currency risk (foreign exchange risk) We operate internationally and a significant portion of the business is transacted in the U.S. dollar and consequently we are exposed to foreignexchange risk through its sales. The exchange rate risk primarily arises from foreign exchange receivables. A significant portion of revenue is in U.S. dollarswhile a significant portion of our costs is in INR. The exchange rate between the INR and the U.S. dollar (we have significant exposure in U.S. dollars) has fluctuated significantly in recent years andmay continue to fluctuate in the future. Appreciation of the INR against the U.S. dollar can adversely affect our results of operations. We also have exposure toforeign currency exchange risk from other currencies, namely the Euro, however, management considers the impact of any fluctuation in these currencies to beinsignificant. Further, Amira C Foods International DMCC, having a functional currency of United Arab Emirates Dirham (AED), has significant foreigncurrency transactions denominated in U.S. dollars. There is no risk of change in the same as the exchange rate between the U.S. dollar and the AED is fixed at$1 = AED 3.6735. We evaluate exchange rate exposure arising from these transactions and enters into foreign currency derivative instruments to mitigate such exposure.We follow established risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge forecasted cash flowsdenominated in foreign currency. The analysis assumes that all other variables remain constant. The table below presents non-derivative financial instruments which are exposed to currency risk as of March 31, 2013, 2012 and 2011: March 31, 2013 U.S. Dollars Other Currencies (Amount in $) Trade receivables 19,514,361 1,398,514 Intercompany receivables 25,008,232 - Cash and cash equivalents 5,610 12,442 Total 44,528,203 1,410,956 March 31, 2012Trade receivables 10,176,419 422 Intercompany receivables 19,466,796 — Cash and cash equivalents 5,718 12,639 Trade payables (201,355) (13,992)Total 29,447,578 (931)March 31, 2011Trade receivables 17,175,049 - Intercompany receivables 6,268,579 - Cash and cash equivalents 5,916,499 - Total 29,360,127 - As of March 31, 2013, 2012 and 2011, every 1% increase/ decrease of the respective foreign currencies compared to the functional currency of therelevant entity would impact our profit before tax by approximately $459,392, $294,466 and $293,601, respectively. There are no long term exposures in foreign currency denominated financial asset and liabilities as on each reporting date. We use forward foreign exchange contracts to mitigate exchange rate exposure arising from forecasted sales in U.S. dollars in its Indian subsidiarywhose functional currency is the Indian Rupee. All U.S.-Dollar forward exchange contracts have been designated as hedging instruments in cash flow hedgesin accordance with IAS 39. Our U.S.-dollar forward contracts relate to revenue forecasted for 2013-14. All forecasted transactions for which hedge accountinghas been applied are expected to occur and affect profit or loss in 2013-14. The fair values of these financial instruments as of March 31, 2013 and March 31,2012 is $1,260,512 and $ 2,239,129, respectively. 92 During fiscal 2013, a gain of $321,700 (fiscal 2012: a gain/ (loss) of Nil; fiscal 2011: gain/ (loss) of Nil) was recognized in other comprehensiveincome. The cumulative gain recorded in equity is $321,700 (fiscal 2012: cumulative gain/ (loss) of Nil). During fiscal 2013, a loss of $1,628,914 (fiscal 2012: net gain/ (loss) of Nil; fiscal 2011: net gain/ (loss) of Nil) was reclassified from equity intoprofit or loss within other financial items. During fiscal 2013, income tax gain of $146,820 (fiscal 2012: Nil) relating to cash flow hedging reserve was recognized in other comprehensiveincome loss. Based on expected volatility, the management does not expect the foreign currency hedges to become ineffective due to changes in the exchange ratesand therefore, there is no impact on profit on changes in the values of such derivatives consequent to changes in foreign currency exchange rates. The analysisassumes that all other variables remain constant. Interest rate sensitivity Our results of operations are subject to fluctuations in interest rates because we maintain substantial levels of short term indebtedness in the form ofsecured revolving credit facilities, which are subject to floating interest rates, to fulfill our capital requirements. As of March 31, 2013 and 2012, we had$161.6 million and $141.8 million of total indebtedness, respectively, of which more than 99% had floating rates of interest. The sensitivity analyses belowhave been determined based on the exposure to interest rates for non-derivative financial instruments at the balance sheet date. For floating rate liabilities, theanalysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year. The analysis assumes that allother variables remain constant. In computing the sensitivity analysis, management has assumed a change of one hundred basis points movement in the interest rate. This movementin the interest rate would lead to an increase/fall in the profit before tax by $1,603,244, $1,473,052 and $1,545,186 in the years ended March 31, 2013,2012 and 2011, respectively. Price risk sensitivity We are exposed to price risk in respect of its listed equity securities and investment in mutual funds. These investments are held for long term andare designated as Available for sale financial assets and therefore do not impact the consolidated income statement. Further, the amount of investment is notmaterial. Accordingly, sensitivity towards the change in price is not presented. Credit Risk Analysis Credit risk refers to the risk of default by the counterparty to a financial instrument to meet its contractual obligation resulting in a financial loss tous. Our credit risk primarily arises from trade receivables. Accordingly, credit risk from trade receivables has been separately evaluated from all otherfinancial assets in the following paragraphs. Trade receivables Trade receivables are unsecured and are derived from revenue earned from customers. Credit risk in trade receivables is managed through themonitoring of customer creditworthiness and by granting credit approvals in the normal course of the business. An analysis of age of trade receivables at eachreporting date is summarized as follows: 93 March 31, 2013 March 31, 2012 Gross Impairment Gross Impairment (Amount in $) Not past due 65,808,189 - 15,749,980 - Past due less than three months 335,568 - 16,779,206 - Past due more than three months but not more than six months 433,550 - 1,415,622 - Past due more than six months but not more than one year 133,738 - 1,096,352 33,472 More than one year 186,237 104,848 2,245,804 78,079 Total 66,897,282 104,848 37,286,964 111,551 Trade receivables are impaired in full when recoverability is considered doubtful based on estimates made by management. Management considersthat that all the above financial assets that are not impaired and past due for each of the March 31 reporting dates under review are of good credit quality. Receivables from our top five customers amounted to $34,538,254 and $22,113,740 constituting 51.7% and 59.0% of net trade receivables as ofMarch 31, 2013 and 2012, respectively. Of the above, receivables from our top two customers are as follows: March 31, 2013 March 31, 2012 (Amount in $) Customer 1 10,376,000 7,229,035 Customer 2 9,143,585 6,457,763 Total 19,519,585 13,686,798 Percentage to total receivables 29.2% 37.0% Management considers the credit quality of these trade receivables to be good. No collateral is held for trade receivables. Other financial assets The maximum exposure to credit risk in other financial assets is summarized as follows: Credit risk relating to cash and cash equivalents and derivative financial instruments is considered negligible because our counterparties are banks.Management considers the credit quality of deposits with such banks that are majority-owned by the Government of India and subject to the regulatoryoversight of the Reserve Bank of India to be good, and it reviews these banking relationships on an ongoing basis. Security deposits are primarily comprised of deposits made with customers who are public sector organizations. Such deposits were given as part ofour contracts with such organizations. We do not hold any security in respect of the above financial assets. There are no impairment provisions as at each reporting date against thesefinancial assets. Management considers that all the above financial assets as at the reporting dates are of good credit quality. Liquidity Risk Analysis Our liquidity needs are monitored on the basis of monthly and yearly projections. We manage our liquidity needs by continuously monitoring cashflows from customers and by maintaining adequate cash and cash equivalents. Net cash requirements are compared to available cash in order to determineany shortfalls. Short term liquidity requirements consists mainly of sundry creditors, expense payable, employee dues, debt and security deposits received arisingduring normal course of business as on each reporting date. We maintain sufficient balance in cash and cash equivalents to meet its short term liquidityrequirements. Long term liquidity requirement is assessed by management on a periodical basis and is managed through internal accruals and throughmanagement's ability to negotiate long term debt facilities. Our non-current liabilities include vehicle loans, term loans and gratuity. 94 As at each reporting date, our liabilities having contractual maturities are summarized as follows: Current Non-current March 31, 2013 Within6 months 6-12 months 1-5 years More than5 years (Amount in $)Long term debt 1,394,834 1,311,559 5,736,096 49,889 Short term debt 154,765,700 — — — Trade payables 4,516,657 — — — Other current liabilities 2,836,251 — — — Lease obligation 351,513 — — — Total 163,864,955 1,311,559 5,736,096 49,889 Current Non-current March 31, 2012 Within6 months 6-12 months 1-5 years More than5 years (Amount in $)Long term debt 1,436,864 1,795,257 8,399,449 661,844 Short term debt 132,126,355 — — — Trade payables 21,302,059 — — — Other current liabilities 10,913,655 — — — Lease obligation 274,457 — — — Total 166,053,390 1,795,257 8,399,449 661,844 The above contractual maturities reflect the gross cash outflows, not discounted at the current values. As a result, these values will differ as compared tothe carrying values of the liabilities at the balance sheet date. ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not applicable. PART II. ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES There has been no default of any indebtedness nor is there any arrearage in the payment of dividends. ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS A. Not applicable. B. Not applicable. C. Not applicable. D. Not applicable. E. Use of Proceeds. On October 15, 2012, we completed an IPO of our ordinary shares pursuant to a Registration Statement on Form F-1, as amended (File No. 333-183612), which became effective on October 10, 2012. UBS Securities LLC and Deutsche Bank Securities Inc. acted as joint book-running managers,Jefferies & Company, Inc. acted as lead manager and KeyBanc Capital Markets Inc. acted as co-manager for the IPO. An aggregate of 9,000,000 ordinaryshares were sold in the IPO at a price of $10.00 per share less underwriting discounts and commissions of $0.70 per share, for aggregate gross proceeds beforeexpenses of $83,700,000. We paid for expenses in connection with the IPO (excluding underwriting discounts and commissions) totaling approximately $2.7million. We used approximately $77 million of the net proceeds to purchase equity shares of Amira India contemporaneously with the completion of the IPO.Amira India has used $52 million of this amount to pay down a portion of the indebtedness under our secured revolving credit facilities, rather than theamounts under its term loans, because the secured revolving credit facilities bear interest at comparatively higher rates. Additionally, Amira India intends touse approximately $25 million of the IPO proceeds to partially fund the development of a new processing facility. Pending construction of the facility, suchfunds are being held in short term interest bearing fixed deposits with banks. At the completion of the IPO we retained $4 million of the net proceeds in ANFI tofund its future operating expenses through 2015; after paying New York Stock Exchange listing fees and director’s cash compensation, $3.8 million of thisamount remained available as of March 31, 2013. 95 ITEM 15. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in companyreports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities andExchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure thatinformation required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management,including our Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation under the supervision of and with the participation of our management, including our Chief Executive Officer and ChiefFinancial Officer, we have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act wereeffective as of March 31, 2013. Management’s Annual Report on Internal Control Over Financial Reporting This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report ofthe company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly publiccompanies. Changes in Internal Control Over Financial Reporting During the period covered by this Annual Report, there were no changes in our internal control over financial reporting, which were identified inconnection with management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting. ITEM 16. ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT Our board of directors has determined that Neal Cravens is an “audit committee financial expert” as defined by the Securities and ExchangeCommission’s rules and “independent” as that term is defined in Item 16A(b) of Form 20-F and New York Stock Exchange listing standards. ITEM 16B. CODE OF ETHICS. On August 22, 2012, we adopted a Code of Conduct for all employees and a Code of Ethics that applies to our principal executive officer, ourprincipal financial and accounting officer and our other senior officers. Copies of our Code of Business Conduct and Ethics are available on the InvestorRelations page of our corporate website at http://phx.corporate-ir.net/phoenix.zhtml?c=251471&p=irol-govhighlights. ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Audit Fees The following table presents the aggregate fees for professional services and other services rendered by our principal accountant to us in fiscal 2013and 2012. 96 Years ended March 31, 2013 2012 (Amount in $) Audit fees (1) 408,091 205,489 Total 408,091 205,489 (1)Audit fees consist of fees billed by Grant Thornton India LLP for the audit of our consolidated financial statements for each of these fiscal years andthe review of the interim financial statements for the fiscal years ended March 31, 2013 and 2012, respectively, and for audit services related to ourIPO. We are required to obtain pre-approval by our Audit Committee for all audit and permitted non-audit services performed by our independentauditors. In accordance with this requirement, during fiscal 2013, 2012 and 2011, all audit, audit-related, tax and other services performed by GrantThornton India LLP were approved in advance by the Audit Committee. Any pre-approved decisions are presented to the full Audit Committee at the nextscheduled meeting. Grant Thornton India LLP was our principal auditor and no work was performed by persons outside of this firm. Audit of Financial Statements. During fiscal 2013 and 2012, Grant Thornton India LLP was our principal auditor and no audit work was performed by persons outside of thisfirm. ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES. None. ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS. None. ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT. Not applicable. ITEM 16G. CORPORATE GOVERNANCE None. ITEM 16H. MINE SAFETY DISCLOSURE Not applicable. PART III. ITEM 17. FINANCIAL STATEMENTS We have elected to provide financial statements pursuant to Item 18. ITEM 18. FINANCIAL STATEMENTS The financial statements are filed as part of this Annual Report beginning on page F-1. 97 ITEM 19. EXHIBITS Exhibit No.Description1.1 Memorandum and Articles of Association of Amira Nature Foods Ltd(1)1.2 Certificate of Name Change(1)1.3 Amended and Restated Memorandum and Articles of Association of Amira Nature Foods Ltd(1)4.1 Underwriting Agreement(1)4.2 Share Exchange Agreement(1)4.3 Employment Agreement, dated May 13, 2011, between Amira C Foods International DMCC and Protik Guha, as amended on October18, 2011(1)4.4 Employment Agreement, dated April 6, 2012, between Amira Pure Foods Private Limited and Ritesh Suneja(1)4.5 Employment Agreement, dated May 2, 2012, between Amira C Foods International DMCC and Karan A. Chanana(1)4.6 Service Agreement, dated June 14, 2012, between Amira Nature Foods Ltd and Karan A. Chanana(1)4.7 Offer Letter, dated July 30, 2012, between Amira Nature Foods Ltd and Daniel Malina(1)4.8 Offer Letter, dated March 28, 2012, between Amira Nature Foods Ltd and Neal Cravens(1)4.9 Offer Letter, dated March 29, 2012, between Amira Nature Foods Ltd and Bimal Kishore Raizada(1)4.10 Lease Deed, dated November 24, 2011, between Amira Pure Foods Private Limited and Karan Chanana(1)4.11 Lease Deed, dated November 24, 2011, between Amira Pure Foods Private Limited and Anil Chanana(1)4.12 Working Capital Consortium Agreement, dated August 16, 2010, by and among Amira Pure Foods Private Limited and certain lenders(1)4.13 First Supplement to the Working Capital Consortium Agreement, dated June 15, 2012, by and among Amira Pure Foods Private Limitedand certain lenders(1)4.14 Personal Guarantee, dated June 15, 2012, issued by Karan A. Chanana in favor of Canara Bank(1)4.15 Personal Guarantee, dated June 15, 2012, issued by Anita Daing in favor of Canara Bank(1)4.16 Subscription Agreement(1)4.17 Form of Indemnification Agreement(1)4.18 Personal Guarantee issued by Karan A. Chanana in favor of ICICI Bank Limited(1)4.19 Personal Guarantee issued by Anita Daing in favor of ICICI Bank Limited(1)4.20 Personal Guarantee, dated July 7, 2010, issued by Karan A. Chanana and Anita Daing in favor of Bank of Baroda(1)4.21 Loan Agreement, dated April 1, 2010, between Karan A. Chanana and Amira Pure Foods Private Limited(1)4.22 Loan Agreement, dated April 1, 2011, between Karan A. Chanana and Amira Pure Foods Private Limited(1)4.23 Loan Agreement, dated April 24, 2012, between Karan A. Chanana and Amira Pure Foods Private Limited(1)4.24 2012 Omnibus Securities and Incentive Plan(1)4.25 Joint Deed of Hypothecation, dated August 16, 2010, by and among Amira Pure Foods Private Limited and certain lenders(1)4.26 Letter of Appointment, dated October 22, 2012, between Ashish Poddar and Amira Pure Foods Private Limited(2)4.27 Employment Severance Undertaking, dated January 2, 2013, issued by Ritesh Suneja in favor of Amira Pure Foods Private Limited*8.1 Subsidiaries of the Registrant*11.1 Code of Conduct(1)11.2 Code of Ethics for Executive Officers, Senior Officers and Managers(1)12.1 Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, asamended*12.2 Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, asamended* 98 Exhibit No.Description13.1 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 2002*15.1 Consent of Grant Thornton India LLP, independent registered public accounting firm* *Filed Herewith. (1) Incorporated by reference to the Registration Statement on Form F-1, as amended, initially filed with the SEC on August 29, 2012 (File No.: 333-183612). (2) Incorporated by reference the Report of Foreign Private Issuer on Form 6-K, filed with the SEC on November 21, 2012. 99 SIGNATURES The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersignedto sign this annual report on its behalf. AMIRA NATURE FOODS LTD June 13, 2013By:/s/ Karan A. Chanana Name: Karan A. Chanana Title: Chief Executive Officer (PrincipalExecutive Officer) June 13, 2013By:/s/ Ashish Poddar Name: Ashish Poddar Title: Chief Financial Officer (PrincipalFinancial Officer)100 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting FirmF-2 Consolidated Statements of Financial Position as at March 31, 2013 and 2012F-3 Consolidated Income Statements for the fiscal years ended March 31, 2013, 2012 and 2011F-4 Consolidated Statements of Other Comprehensive Income for the fiscal years ended March 31, 2013, 2012 and 2011F-5 Consolidated Statements of Change in Equity for the fiscal years ended March 31, 2013 and 2012F-6 Consolidated Statements of Cash Flow for the fiscal years ended March 31, 2013, 2012 and 2011F-8 Notes to Consolidated Financial StatementsF-9 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and ShareholdersAmira Nature Foods Ltd. We have audited the accompanying consolidated statements of financial position of Amira Nature Foods Ltd. and subsidiaries (the “Company”) as of March31, 2013 and March 31, 2012, and the related consolidated income statements, consolidated statements of other comprehensive income/(loss), consolidatedstatements of changes in equity, and consolidated statements of cash flows for each of the three years in the period ended March 31, 2013. These consolidatedfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based onour audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is notrequired to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal controlover financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion onthe effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on atest basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimatesmade by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Amira Nature Foods Ltd.and subsidiaries as of March 31, 2013 and March 31, 2012, and the results of their operations and their cash flows for each of the three years in the periodended March 31, 2013, in conformity with International Financial Reporting Standards as issued by International Accounting Standards Board. /s/Grant Thornton India LLPGurgaon, IndiaJune 13, 2013 F-2 Amira Nature Foods Ltd Consolidated Statements of Financial Position (Amounts in USD) Notes As at March 31, 2013 As at March 31, 2012 ASSETS Non-current Intangible assets 6 $607,871 $360,578 Property, plant and equipment 7 23,467,379 25,520,950 Other long term assets 8 430,739 580,168 Total non-current assets $24,505,989 $26,461,696 Current Inventories 9 $181,459,799 $141,620,690 Trade receivables 10 66,792,434 37,175,413 Derivative financial instruments 1,260,512 2,239,129 Prepayments 11 8,386,856 6,965,302 Other current assets 12 10,856,050 9,222,451 Cash and cash equivalents 13 33,270,338 8,368,256 Total current assets $302,025,989 $205,591,241 Total assets $326,531,978 $232,052,937 EQUITY AND LIABILITIES Equity Share capital 14 $9,111 $100 Share premium 82,639,766 - Share based compensation reserve 227,674 - Reserve for available for sale financial assets (21,561) (25,496)Currency translation reserve (5,582,983) (1,945,447)Cash flow hedging reserve 258,647 - Actuarial gain reserve 26,340 9,954 Restructuring Reserve 9,398,927 9,398,927 Retained earnings 44,348,684 29,292,375 Equity attributable to Shareholders of the Company 131,304,605 36,730,413 Equity attributable to Non-Controlling Interest 12,328,130 8,954,156 Total equity $143,632,735 $45,684,569 Liabilities Non-current liabilities Employee benefit obligations 20 $185,437 $178,497 Debt 18 4,831,416 7,344,938 Deferred tax liabilities 19 8,527,874 4,821,503 Total non-current liabilities $13,544,727 $12,344,938 Current liabilities Trade payables 17 $4,516,657 $21,302,059 Debt 18 156,785,820 134,410,915 Current tax liabilities (net) 2,658,236 1,942,637 Other current liabilities 17 5,393,803 16,367,819 Total current liabilities $169,354,516 $174,023,430 Total liabilities $182,899,243 $186,368,368 Total equity and liabilities $326,531,978 $232,052,937 (The accompanying notes are an integral part of these consolidated financial statements) F-3 Amira Nature Foods Ltd Consolidated Income Statements (Amounts in USD) Notes March 31, 2013 March 31, 2012 March 31, 2011 Revenue $413,682,574 $328,979,799 $255,011,121 Other income 94,368 637,383 2,147,141 Cost of material (347,341,159) (270,259,623) (234,707,437)Change in inventory of finished goods 27,594,211 6,667,730 28,688,934 Employee expenses 20 (5,553,197) (2,844,454) (2,413,584)Depreciation and amortization (1,943,846) (2,089,738) (1,915,934)Freight, forwarding and handling expenses (20,985,039) (13,990,863) (10,775,383)Other expenses 21 (14,676,910) (10,568,202) (9,771,151) $50,871,002 $36,532,032 $26,263,707 IPO expenses (1,750,082) - - Finance costs 22 (21,751,614) (21,786,007) (19,676,559)Finance income 22 802,146 303,036 164,853 Other financial items 23 (654,852) 1,032,599 2,607,924 Profit before tax $27,516,600 $16,081,660 $9,359,925 Income tax expense 19 (8,267,562) (4,137,422) (2,948,276) Profit after tax $19,249,038 $11,944,238 $6,411,649 Profit after tax attributable to: Shareholders of the company 15,056,309 9,603,167 5,154,966 Non-controlling interest 4,192,729 2,341,071 1,256,683 Earnings per share Basic and diluted earnings per share 24 $0.63 $0.49 $0.26 (The accompanying notes are an integral part of these consolidated financial statements) F-4 Amira Nature Foods Ltd Consolidated Statements of Other Comprehensive Income/ (Loss) (Amounts in USD) March 31, 2013 March 31, 2012 March 31, 2011 Profit after tax $19,249,038 $11,944,238 $6,411,649 Other comprehensive income Available for sale financial assets - Current period gain/(loss) 7,416 (47,016) 72,316 - Reclassification to Income statement - (22,905) (31,805)- Income tax (2,520) 22,686 (13,144)Cash flow hedge reserve -Current period loss (1,160,394) - - -Reclassification to income statement 1,628,914 - - -Income tax (146,820) - - Actuarial gain/(loss) reserve -Current year gains 30,875 40,747 1,949 -Income tax (10,495) (13,220) (632)Exchange differences on translation of foreign operations (4,524,299) (5,504,858) (190,279) Other comprehensive loss for the year, net of tax $(4,177,323) $(5,524,567) $(161,595)Total comprehensive income for the year $15,071,715 $6,419,672 $6,250,054 Total comprehensive income for the year attributable to: Shareholders of the Company 11,697,741 5,161,416 5,025,043 Non-controlling interest 3,373,974 1,258,256 1,225,011 (The accompanying notes are an integral part of these consolidated financial statements) F-5 Amira Nature Foods Ltd Consolidated Statements of Changes in Equity (Amounts in USD) Share Capital Share premium Share based compensation reserve Reserve foravailable forsale financialassets Currencytranslationreserve Cash flowhedgingreserve Actuarial gain/(loss)reserve Restructuringreserve Retainedearnings Equity attributable toShareholders of theCompany Equityattributable toNon - controllinginterest Total Equity Balance as at April 1, 2010 $100 $— $— $(9,522) $2,633,442 $— $(13,236) $9,398,927 $14,534,242 $26,543,953 $6,470,890 $33,014,843 Profit after tax — — — — — — — — 5,154,966 5,154,966 1,256,683 6,411,649 Other comprehensive income /(loss)for the period — — — 22,003 (152,984) — 1,059 — — (129,922) (31,673) (161,595)Total comprehensive income/(loss)for the period — — — 22,003 (152,984) — 1,059 — 5,154,966 5,025,044 1,225,010 6,250,054 Balance as at March 31, 2011 $100 $— $— $12,481 $2,480,458 $— $(12,177) $9,398,927 $19,689,208 $31,568,997 $7,695,900 $39,264,897 Balance as at April 1, 2011 $100 $— $— $12,481 $2,480,458 $— $(12,177) $9,398,927 $19,689,208 $31,568,997 $7,695,900 $39,264,897 Profit after tax — — — — —— — — — 9,603,167 9,603,167 2,341,071 11,944,238 Other comprehensive income /(loss)for the period — — — (37,977) (44,25,905) — 22,131 — — (4,441,751) (1,082,816) (5,524,567)Total comprehensive income/(loss)for the period — — — (37,977) (4,425,905) — 22,131 — 9,603,167 5,161,416 1,258,256 6,419,671 Balance as at March 31, 2012 $100 $— $— $(25,496) $(1,945,447) $— $9,954 $9,398,927 $29,292,375 $36,730,413 $8,954,156 $45,684,569 Balance as at April 1, 2012 $100 $— $— $(25,496) $(1,945,447) $— $9,954 $9,398,927 $29,292,375 $36,730,413 $8,954,156 $45,684,569 Issue of Shares (Net of IssuanceCost) 9,000 82,639,766 — — — — — — — 82,648,766 — 82,648,766 Share based compensation 11 — 227,674 — — — — — — 227,685 — 227,685 Transactions with shareholders 9011 82,639,766 227,674 — — — — — — 82,876,451 — 82,876,451 Profit after tax — — — — — — — — 15,056,309 15,056,309 4,192,729 19,249,038 F-6 Share Capital Share premium Share based compensation reserve Reserve foravailable forsale financialassets Currency translationreserve Cash flow hedgingreserve Actuarial gain/(loss)reserve Restructuringreserve Retainedearnings Equity attributable toShareholders of the Company Equity attributable toNon - controlling interest Total Equity Other comprehensiveincome/(loss) for theperiod — — — 3,935 (3,637,536) 258,647 16,386 — — (3,358,568) (818,755) (4,177,323)Total comprehensiveincome/(loss) for theperiod — — — 3,935 (3,637,536) 258,647 16,386 — 15,056,309 11,697,741 3,373,974 15,071,715 Balance as at March31, 2013 $9,111 $82,639,766 $227,674 $(21,561) $(5,582,983) $258,647 $26,340 $9,398,927 $44,348,684 $131,304,605 $12,328,130 $143,632,735 (The accompanying notes are an integral part of these consolidated financial statements) F-7 Amira Nature Foods Ltd Consolidated Statements of Cash Flows (Amounts in USD) Notes March 31, 2013 March 31, 2012 March 31, 2011 (A) CASH FLOW FROM OPERATING ACTIVITIES Profit before tax $27,516,600 $16,081,660 $9,359,925 Adjustments for non-cash items 27 2,039,904 3,125,793 1,088,243 Adjustments for non-operating expenses 27 19,015,955 16,943,347 14,773,573 Changes in operating assets and liabilities 27 (105,093,325) (15,744,410) (21,904,408) $(56,520,866) $20,406,390 $3,317,333 Income Taxes paid (3,701,951) (512,071) (1,771,923)Net cash generated from/(used in) operating activities $(60,222,817) $19,894,319 $1,545,410 (B) CASH FLOW FROM INVESTING ACTIVITIES Purchase of property, plant and equipment $(1,526,281) $(858,941) $(1,742,906)Purchase of intangible assets (334,793) (51,745) (52,477)Proceeds from sale of property, plant and equipment 320,067 8,241 31,727 Proceeds from the sale of short term investments — 78,504 49,564 Net (addition)/deletion of long term assets (84,631) (288,300) 408,865 Purchase of short term investments (110,400) (183,031) (87,215)Interest income 802,147 303,036 164,852 Net cash used in investing activities $(933,891) $(992,236) $(1,227,590) (C) CASH FLOWS FROM FINANCING ACTIVITIES Net Proceeds from issue of shares 27 $82,648,766 $— $— Net proceeds from short term debt 27,973,449 3,687,642 11,420,194 Proceeds from long term debt 34,220 245,295 18,340,340 Repayment of long term debt (2,241,703) (2,428,149) (7,794,436)Interest paid (19,830,624) (17,248,517) (14,557,840)Net cash generated from/(used in) financing activities $88,584,108 $(15,743,729) $7,408,258 (D)Effect of change in exchange rate on cash and cash equivalents (2,525,318) (2,990,793) 18,348 Net increase/(decrease) in cash and cash equivalents (A+B+C+D) $24,902,082 $167,562 $7,744,426 Cash and cash equivalents at the beginning of the year 8,368,256 8,200,695 456,269 Cash and cash equivalents at the end of the year $33,270,338 $8,368,256 $8,200,695 (The accompanying notes are an integral part of these consolidated financial statements) F-8 Amira Nature Foods Ltd Notes to the Consolidated Financial Statements 1. Nature of operations Amira Nature Foods Ltd (‘‘ANFI” or ‘‘the Company’’) and its subsidiaries (hereinafter together referred to as ‘‘Amira’’ or ‘‘the Group’’) are engaged primarilyin the business of processing and selling packaged Indian specialty rice, primarily basmati rice and other food products. The Group sells goods tointernational buyers (located in Asia Pacific, Europe, Middle East and North Africa and North America) and distributors and retail chains in India. TheGroup’s rice processing plant is located in Gurgaon, India. ANFI was incorporated on February 20, 2012 and is domiciled in the British Virgin Islands. The registered office of the Company is located at 29E, A.U.Tower Jumeirah Lake Towers Dubai, United Arab Emirates. 2. General information and statement of compliance with IFRS The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued bythe International Accounting Standard Board ("IASB"). 3. Restructuring ANFI was formed to act as holding company of the Group and to make a public offering of its shares in the United States of America (“USA”). OnOctober 15, 2012, ANFI completed its initial public offering (“IPO”) in the USA. Immediately thereafter, the Company through its wholly owned subsidiary,Amira Nature Foods Ltd, Mauritius (“ANFI Mauritius”), subscribed for 53,102,500 equity shares of Amira Pure Foods Private Limited (“APFPL”),representing 80.4% of its outstanding shares on October 16, 2012, pursuant to a subscription agreement dated September 27, 2012, as amended subsequentlythrough an amendment agreement dated October 10, 2012. The balance of 19.6% in APFPL represents Non-controlling interest (“NCI”). Considering that ANFI and APFPL were under common control prior to effectiveness of combination, the above mentioned restructuring has been accountedfor using the “Pooling of interest method”. As per the pooling of interest method, assets and liabilities of the entities have been recorded at their carrying valuesand periods presented have been restated as if the share subscription had been entered into as of April 1, 2010. Balance in shareholders fund as of April 1, 2010 as presented in APFPL’s financial statements comprises the following: - (Amounts in USD) Share capital $2,546,542 Share premium 8,757,683 Reserve available for sale financial assets (11,843)Currency translation reserve 3,275,426 Actuarial gain/(loss) reserve (16,462)Capital redemption reserve 385,983 Retained earnings 18,077,415 Total $33,014,744 Assuming that the Company owned 80.4% of the outstanding shares of APFPL as of April 1, 2010, the shareholder’s funds have been allocated between Non-controlling interest and other elements as set forth below:- (Amounts in USD) Restructuring reserve $9,398,927 Reserve available for sale financial assets (9,522)Currency translation reserve 2,633,443 Actuarial gain/(loss) reserve (13,236)Retained earning 14,534,242 Equity attributable to Shareholders of the Company 26,543,854 Non-controlling interest 6,470,890 Total $33,014,744 F-9 On October 15, 2012, the Company completed its initial public offering of 9,000,000 ordinary shares of face value of $0.001 at a premium of $9.999 pershare. The Company incurred a total cost of $9.1 million towards share issue and listing of shares. Share issue expenses attributable to raising of new equityamounting to $7.3 million have been reduced from equity and other expenses amounting to approximately $1.8 million are recorded in the consolidated incomestatement. Out of the net proceeds of $81 million, the Company has utilized $52 million towards repayment of working capital debt, $25 million has been retained forthe development of a new processing facility and the balance is retained by ANFI to fund its future operating expenses. 4. Standards issued but not yet effective Summarized in the paragraphs below are standards, interpretations or amendments that have been issued prior to the date of approval of these consolidatedfinancial statements and will be applicable for transactions in the Group but are not yet effective. These have not been adopted early by the Group andaccordingly, have not been considered in the preparation of the consolidated financial statements of the Group. Management anticipates that all of these pronouncements will be adopted by the Group in the first accounting period beginning after the effective date of each ofthe pronouncements. Information on the new standards, interpretations and amendments that are expected to be relevant to the Group's consolidated financialstatements is provided below. ·IFRS 9 Financial Instruments Classification and Measurement In November 2009, the IASB issued IFRS 9 “Financial Instruments: Classification and Measurement” (“IFRS 9”). This standard introduces certain newrequirements for classifying and measuring financial assets and liabilities and divides all financial assets that are currently in the scope of IAS 39 into twoclassifications, those measured at amortized cost and those measured at fair value. In October 2010, the IASB issued a revised version of IFRS 9, “FinancialInstruments” (“IFRS 9 R”). The revised standard adds guidance on the classification and measurement of financial liabilities. IFRS 9 R requires entities withfinancial liabilities designated at fair value through profit or loss to recognize changes in the fair value due to changes in the liability’s credit risk in othercomprehensive income. However, if recognizing these changes in other comprehensive income creates an accounting mismatch, an entity would present theentire change in fair value within profit or loss. There is no subsequent recycling of the amounts recorded in other comprehensive income to profit or loss, butaccumulated gains or losses may be transferred within equity. IFRS 9R is effective for fiscal years beginning on or after January 1, 2015. Earlier application is permitted. The Company is currently evaluating the impactthat this new standard will have on its consolidated financial statements. ·Consolidation Standards A package of consolidation standards are effective for annual periods beginning on or after January 1, 2013. Information on these new standards is presentedbelow. The Company is currently evaluating the impact that these new standards will have on its consolidated financial statements although these are notexpected to be material. oIFRS 10 Consolidated Financial Statements In May 2011, the IASB issued IFRS 10 “Consolidated Financial Statements” (“IFRS 10”) which replaces consolidation requirements in IAS 27 “Consolidatedand Separate Financial Statements” and SIC-12 “Consolidation — Special Purpose Entities” and builds on existing principles by identifying the concept ofcontrol as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. Thispronouncement is effective for the annual period beginning on or after January 1, 2013 with earlier application permitted so long as this standard is appliedtogether with other four standards as mentioned below: F-10 IFRS 11 “Joint Arrangements”IFRS 12 “Disclosure of Interest in Other Entities”IAS 27 (Revised) “Separate Financial Statements”IAS 28 (Revised) “Investments in Associates and Joint Ventures” The remainder of IAS 27, “Separate Financial Statements”, now contains accounting and disclosure requirements for investments in subsidiaries, jointventures and associates only when an entity prepares separate financial statements and is therefore not applicable in the Company’s consolidated financialstatements. oIFRS 11 Joint Arrangements “Joint Arrangements” (“IFRS 11”), which replaces IAS 31, “Interests in Joint Ventures” and SIC-13, “Jointly Controlled Entities — Non-monetaryContributions by Ventures”, requires a single method, known as the equity method, to account for interests in joint operations and joint ventures. Theproportionate consolidation methodto account for joint ventures is no longer permitted to be used. IAS 28, “Investments in Associates and Joint Ventures”, wasamended as a consequence of the issuance of IFRS 11. In addition to prescribing the accounting for investment in associates, it now sets out the requirementsfor the application of the equity method when accounting for joint ventures. The application of the equity method has not changed as a result of thisamendment. oIFRS 12 Disclosure of interest in other entities “Disclosure of Interest in Other Entities” is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, includingjoint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The standard includes disclosure requirements for entitiescovered under IFRS 10 and IFRS 11. Further, in June 2012, IASB published “Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: TransitionGuidance” as amendments to IFRS 10, IFRS 11 and IFRS 12. These amendments are intended to provide additional transition relief by limiting therequirement to provide adjusted comparative information to only the preceding comparative period. The Company will be adopting IFRS 10, IFRS 11 and IFRS 12 for the reporting period beginning effective April 1, 2013. The Company is currentlyevaluating the impact of the above pronouncements on the Company’s consolidated financial statements. ·IAS 1 “Presentation of Financial Statements” (“IAS 1 (Amended)”) The IASB published amendments to IAS 1 “Presentation of Financial Statements” (“IAS 1(Amended)”) in June 2011. Amendments to IAS 1 requirecompanies preparing financial statements in accordance with IFRS to group items within other comprehensive income that may be reclassified to the profit orloss separately from those items which would not be recyclable in the profit or loss section of the statement of income. It also requires the tax associated withitems presented before tax to be shown separately for each of the two groups of other comprehensive income items (without changing the option to present itemsof other comprehensive income either before tax or net of tax). The amendments also reaffirm existing requirements that items in other comprehensive income and profit or loss should be presented as either a singlestatement or two consecutive statements. This amendment is applicable to annual periods beginning on or after July 1, 2012, with early adoption permitted.The Company is required to adopt IAS 1 (Amended) by the accounting year commencing April 1, 2013. The Company is currently evaluating the requirements of IAS 1 (Amended) and does not believe that the adoption of IAS 1 (Amended) will have a materialeffect on its consolidated financial statements. F-11 ·IFRS 7 “Financial Instruments: Disclosure” In December 2011, the IASB amended the accounting requirements and disclosures related to offsetting of financial assets and financial liabilities by issuingan amendment to IAS 32 “Financial Instruments: Presentation” (“IAS 32”) and IFRS 7 “Financial Instruments: Disclosure” (“IFRS 7”). The amendment to IFRS 7 requires companies to disclose information about rights of offset and related arrangements for financial instruments under anenforceable master netting agreement or similar arrangement. The new disclosure requirements are effective for interim or annual periods beginning on or afterJanuary 1, 2013. It requires retrospective application for comparative periods. The IASB has amended IAS 32 to clarify the meaning of ‘‘currently has a legally enforceable right of set off’’ and ‘‘simultaneous realization and settlement’’.The amendment clarifies that in order to result in an offset of a financial asset and financial liability, a right to set off must be available today rather thanbeing contingent on a future event and must be exercisable by any of the counterparties, both in the normal course of business and in the event of default,insolvency or bankruptcy. The amendments also clarify that the determination of whether the rights meet the legally enforceable criteria will depend on both thecontractual terms entered into between the counterparties as well as the law governing the contract and the bankruptcy process in the event of bankruptcy orinsolvency. The amendments are effective for annual periods beginning on or after January 1, 2014 and are required to be applied retrospectively forcomparative periods. The Company is currently evaluating the requirements of above amendments to IAS 32 and IFRS 7, and does not believe that the adoption of these standardswill have a material effect on its consolidated financial statements. ·IFRS 13 Fair Value Measurement In May, 2011, the IASB issued IFRS 13 “Fair Value Measurements” (“IFRS 13”). IFRS 13 defines fair value, provides a single IFRS framework formeasuring fair value and requires disclosure about fair value measurements. IFRS 13 is effective for annual periods beginning on or after January 1, 2013,with earlier application permitted. The Company is currently evaluating the impact that this new standard will have on its consolidated financial statements. ·Amendments to IAS 19Employee Benefits The amendments to IAS 19 include a number of targeted improvements throughout the Standard. The main changes relate to defined benefit plans. They: •eliminate the "corridor method," requiring entities to recognize all gains and losses arising in the reporting period; •streamline the presentation of changes in plan assets and liabilities; and •enhance the disclosure requirements, including information about the characteristics of defined benefit plans and the risks that entities are exposed tothrough participation in them. The amended version of IAS 19 is effective for financial years beginning on or after January 1, 2013 and will apply retrospectively. Management does notexpect the impact of this amendment to be significant. 5. Summary of significant accounting policies 5.1. Overall considerations The consolidated financial statements have been prepared on a going concern basis. The significant accounting policies that have been used in the preparationof these consolidated financial statements are summarized below. F-12 5.2. Basis of consolidation The Group's consolidated financial statements include financial statements of Amira Nature Foods Ltd, Mauritius and all of its subsidiaries for the yearsended March 31, 2013 and 2012. Subsidiaries are all entities over which the Group has the power to control the financial and operating policies. ANFI obtainsand exercises control through more than half of the voting rights or by the power to govern the financial and operating policies of the entity. All transactions between group companies including unrealized gains and losses are eliminated to ensure consistency with accounting standards onconsolidation. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accountingpolicies adopted by the Group. Subsidiary entities considered for consolidation are as follows: Name of the Entity Date of Incorporation Country of Incorporation Group Shareholding(%) Parent Company Amira Nature Foods Ltd August 16, 2012 Mauritius 100% Amira Nature Foods Ltd, BVI Amira Pure Foods Private Limited December 20, 1993 India 80.4% Amira Nature Foods Ltd, Mauritius Amira Food PTE Limited September 25, 2007 Singapore 100% Amira Pure Foods Private Limited Amira I Grand Foods Inc. October 16, 2008 United States 100% Amira Pure Foods Private Limited Amira C Foods International DMCC October 21, 2009 United ArabEmirates 100% Amira Pure Foods Private Limited Amira Foods (Malaysia) SDN. BHD. May 23, 2008 Malaysia 100% Amira Food PTE Limited Amira G Foods Limited April 1, 2011 United Kingdom 100% Amira C Foods International DMCC Amira Ten Nigeria Limited May 7, 2012 Nigeria 100% Amira C Foods International DMCC 5.3. Foreign currency translation The consolidated financial statements are presented in U.S. Dollars. The functional currency of each entity has been determined on the basis of primaryeconomic environment in which each entity of the Group operates. A currency other than the functional currency of entities within the Group is a foreign currency. Foreign currency transactions are translated into the functionalcurrency of the respective Group entity, using the exchange rates prevailing at the dates of the applicable transactions. Monetary assets and liabilitiesdenominated in foreign currencies are translated at the rate of exchange prevailing at the statement of financial position date. Foreign exchange gains and lossesresulting from the settlement of such transactions and from the re-measurement of monetary items at year-end exchange rates are recognized in the consolidatedincome statements. Non-monetary items measured at historical cost are translated using the exchange rates at the date of the applicable transaction. In the Group's consolidated financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than U.S. Dollars aretranslated into U.S. Dollars upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting periods. On consolidation, assets and liabilities have been translated into U.S. Dollars at the closing rate at the statement of financial position date. Income andexpenses have been translated into the Group's presentation currency at the average rate over the reporting period. Exchange differences are recognized in the"Currency Translation Reserve" in equity. F-13 5.4. Revenue Revenue is recognized to the extent that it is probable that economic benefits will flow to the Group and the revenue can be reliably measured. Revenue ismeasured at the fair value of consideration received, excluding discounts, rebates, and taxes. The following specific revenue recognition criteria are also metbefore revenue is recognized. Sale of goods Revenue from sale of goods is recognized when the significant risks and rewards of ownership of goods have passed to the buyer, usually on delivery ofgoods. Interest and dividend income Interest income is reported on an accrual basis using the effective interest method. Dividend income is recognized at the time the right to receive payment isestablished. 5.5. Inventory Inventory is valued at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business lessestimated cost of completion and selling expenses. Raw materials, stores and spares, packaging materials and purchased finished goods Cost comprises purchase price, expenses incurred to bring inventory to its present location and related taxes net of tax credit available, if any, and includesstorage cost and interest, for materials which are required to be stored for a substantial period of time for natural ageing process. Cost of closing inventory isdetermined on a first in first out basis. Manufactured finished goods and work in progress Cost includes direct materials and manufacturing expenses incurred to bring inventories to their present location and condition. Cost of closing inventoryincludes interest, as rice is required to be stored for a substantial period of time for natural ageing process. 5.6. Intangible assets The intangible assets of the Group consist of trademarks and software licenses. Intangible assets are stated at cost of acquisition, less accumulatedamortization and impairments, if any. Intangibles are capitalized as and when the expenditure is made in connection with the same and are amortized on a straight line basis over their estimateduseful lives. Residual values and useful lives of intangible assets are reviewed at each reporting date. Management's estimate of the useful life of trademarks and software licenses is 10 and 3 years, respectively. 5.7. Property, plant and equipment Property, plant and equipment are stated at cost of acquisition less accumulated depreciation and accumulated impairment provisions, if any. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain orloss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in theconsolidated income statements within "Other Income" in the year the asset is derecognized. The assets residual values, useful lives and methods are reviewed by management, and adjusted if appropriate, at each reporting date. F-14 Property, plant and equipment are depreciated using the straight line method over the useful life of asset as estimated by management. The useful livesestimated by management are as follows: Building25 yearsPlant and machinery3-20 yearsOffice and equipment3-6 yearsFurniture and fixtures5-6 yearsVehicles5 years 5.8. Leases Operating leases are considered to be leases where substantial risks and rewards related to ownership of the leased asset are retained with the lessor. Paymentson operating lease agreements are recognized as an expense on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance,are expensed as incurred. 5.9. Impairment testing of intangible assets and property, plant and equipment For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units).As a result, some assets are tested individually for impairment and some are tested at the cash-generating unit level. All individual assets or cash-generating units are reviewed at each reporting date to determine whether there is any indication that those assets or units havesuffered an impairment loss. If any such indication exists, the recoverable amount of the asset or unit is estimated in order to determine the extent of theimpairment loss, if any. An impairment loss is recognized for the amount by which the asset's or cash-generating unit's carrying amount exceeds its recoverable amount. Recoverableamount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their presentvalue using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which theestimates of future cash flows have not been adjusted. An impairment loss is recognized as an expense in the consolidated income statements. Where an impairment loss subsequently reverses, the carrying amountof the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount thatwould have been determined had no impairment loss been recognized for the asset in prior years. 5.10. Debt costs Debt costs primarily comprises interest on the Group's debt. Debt costs directly attributable to the acquisition, construction or production of a qualifying assetare capitalized during the period of time that is necessary to complete and prepare the asset for its intended use or sale. Other debt costs are expensed in theperiod in which they are incurred and reported in "Finance Costs". 5.11. Financial assets and financial liabilities Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantialrisks and rewards are transferred. A financial liability is derecognized when it is extinguished, discharged, cancelled or expires. F-15 Financial assets and financial liabilities are measured initially at fair value plus transactions costs, except for financial assets and financial liabilities carriedat fair value through profit or loss, which are measured initially at fair value. The value of interest free financial assets and financial liabilities with short termmaturities are not discounted at initial recognition if the impact is not material. Financial assets and financial liabilities are measured subsequently as described below. Financial assets For the purpose of subsequent measurement, the Group’s financial assets are classified into the loans and receivables, fair value through profit or loss andavailable for sales upon initial recognition: The category determines subsequent measurement and whether any resulting income and expense is recognized in profit or loss or in consolidated statement ofother comprehensive income. All financial assets except for those measured at fair value through profit or loss are subject to review for impairment at least at each date of statement offinancial position. Financial assets are impaired when there is objective evidence that a financial asset or a group of financial assets is impaired. Differentcriteria to determine impairment are applied for each category of financial assets, which are described below. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognitionthese are measured at amortized cost using the effective interest method, less provision for impairment. The Group's cash and cash equivalents and trade andother receivables fall into this category of financial instruments. Financial assets at fair value through profit and loss (FVTPL) Financial assets at FVTPL include financial assets that are either classified as held for trading if acquired principally for the purpose of selling in the shortterm or that meet certain conditions and are designated at FVTPL upon initial recognition. All derivative financial instruments fall into this category, except forthose designated and effective as hedging instruments, for which the hedge accounting requirements apply. Assets in this category are measured at fair valuewith gains or losses recognized in profit or loss. The fair values of financial assets in this category are determined by reference to active market transactions orusing a valuation technique where no active market exists. Available for sale financial assets Available for sale financial assets are non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the othercategories of financial assets. The Group's available for sale financial assets include investments in listed securities and mutual funds. Available for sale financial assets are measured at fair value. Gains and losses are recognized in the consolidated statements of other comprehensive incomeand reported within the available for sale reserve within equity. When the asset is disposed of or is determined to be impaired, the cumulative gain or lossrecognized in the consolidated statements of other comprehensive income is reclassified from the equity reserve to consolidated income statements and presentedas a reclassification adjustment within the consolidated statements of other comprehensive income. Financial liabilities The Group's financial liabilities include borrowings, trade and other payables and derivative financial instruments. Financial liabilities are measuredsubsequently at amortized cost using the effective interest method except for derivative financial liabilities. Derivative financial liabilities are designated underthe category of fair value through profit or loss and are carried subsequently at fair value with gains or losses recognized in profit or loss in consolidatedincome statements except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply. All income and expenses relating to financial assets that are recognized in profit or loss in consolidated income statements are presented within '‘financecosts‘‘, '‘finance income‘' or ‘‘other financial items‘’. F-16 5.12. Cash flow hedges Changes in fair value of the derivative hedging instruments designated as a cash flow hedge are recognized in consolidated statements of other comprehensiveincome and held in cash flow hedge reserve to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value arerecognized in profit or loss in consolidated income statements. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold,terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in the cash flow hedge reserveis transferred to profit or loss in consolidated income statements upon the occurrence of the related forecasted transaction. If the forecasted transaction is nolonger expected to occur, such cumulative balance is immediately recognized in profit or loss in consolidated income statements. 5.13. Share Based Payment The grant date fair value of share-based payment awards granted to employees is recognized as personnel expense, with a corresponding increase in equity,over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number ofawards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense isbased on the number of awards that do meet the related service and non-market vesting conditions at the vesting date. The increase in equity recognized inconnection with a share based payment transaction is presented in “Share based compensation reserve”. The share options granted by the Group to its employees have been valued indirectly with respect to the fair values of the equity instruments granted, using theBlack Scholes valuation model. 5.14. Income taxes Income tax comprises current tax and deferred tax. Income tax is recognized in the consolidated income statement except where it relates to items that arerecognized in the consolidated statements of other comprehensive income or directly in equity in which case the related income tax is recognized in consolidatedstatements of other comprehensive income or equity, respectively. The basis for computation of current tax and deferred tax is explained below:- Current tax Calculation of current tax is based on tax rates applicable for the respective years in respective tax jurisdictions. Current income tax assets and/or liabilitiescomprises those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid/un-recovered at the reportingdate. Current tax is payable on taxable profit, which differs from the consolidated income statements. Deferred tax Deferred income taxes are calculated, without discounting, using the balance sheet liability method on temporary differences between the carrying amounts ofassets and liabilities and their tax bases using the tax laws that have been enacted or substantively enacted by the reporting date. However, deferred tax is notprovided on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. In respectof taxable temporary difference associated with investment in subsidiaries, joint ventures and associates, where the timing of reversal is controllable and arenot probable to reverse in foreseeable future, a deferred tax liability is not recognized. Tax losses available to be carried forward and other income tax creditsavailable to the Group are assessed for recognition as deferred tax assets. Deferred tax liabilities are provided for in full. Deferred tax assets are recognized to the extent that it is probable that they will be able to be utilized againstfuture taxable income. Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off current tax assets and liabilities from the same taxationauthority. F-17 The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profitwill be available to allow all or part of the deferred tax asset to be utilized. 5.15. Cash and cash equivalents Cash and cash equivalents comprises cash on hand, in current accounts and deposit accounts with an original maturity of three months or less that arereadily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. 5.16. Equity Share capital and share premium Share capital represents the nominal value of shares that have been issued and the excess amount received on issue of share capital is classified as sharepremium. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits. Retained earnings Retained earnings comprises undistributed profit after tax of current and prior period Other components of equity Other component of equity consists of following:- Reserve available for sale financial assets The reserve available for sale financial assets created by ANFI represents the unrealized changes in the fair value of securities classified as available for salefinancial assets. Currency translation reserve Translation differences arising on translation of foreign operations are recognized in consolidated statements of other comprehensive income and included in aseparate "currency translation reserve" within equity. Cash flow hedging reserve:- Changes in the fair value of the derivative hedging instruments designated as a cash flow hedge are transferred to cash flow hedging reserve to the extent thehedges are effective. Actuarial gain/(loss) reserve:- Actuarial gains and losses recognized on defined benefits are transferred to Actuarial gain/(loss) reserve. 5.17. Post-employment benefits, short term and long term employee benefits and employee costs The Group provides post-employment benefits through defined contribution plans as well as defined benefit plans. Defined contribution plan A defined contribution plan is a plan under which the Group pays fixed contributions into an independent fund administered by the government. The Grouphas no legal or constructive obligations to pay further contributions after its payment of the fixed contribution. The Group's defined contribution plans includecontribution to a fund administered by the Indian government called the Provident Fund. The contributions recognised in respect of defined contribution plansare expensed in the period that relevant employee services are received. There are no other obligations other than the contribution payable to the fund. F-18 Defined benefit plan The defined benefit plans sponsored by the Group define the amount of the benefit that an employee will receive on completion of services by reference to lengthof service and last drawn salary. The liability recognized in the statement of financial position for defined benefit plans is the present value of the defined benefit obligation ("DBO") at thereporting date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. Management estimates the present value of the DBO annually through valuations by an independent actuary using the projected unit credit method. Thepresent value of the defined benefit obligation is determined by discounting the estimated future cash outflows based on management's assumptions. The estimate of its benefit obligations is based on standard rates of inflation and mortality. Discount rate is based upon the market yield available ongovernment bonds at the reporting date with a term that matches that of the liabilities and the salary increase taking into account inflation, seniority, promotionand other relevant factors. Actuarial gains and losses are included in other comprehensive income. Short term employee benefits Short term benefits comprises employee costs such as salaries, bonuses, and paid annual leave and sick leave are accrued in the year in which the associatedservices are rendered by employees of the Group. The liability in respect of compensated absences becoming due or expected to be availed within one year from the reporting date are considered as short termbenefits and are recognized at the undiscounted amount of estimated value of benefit expected to be availed by the Group’s employees. 5.18. Provisions and, contingent liabilities Provisions Provisions are recognized when present obligations as a result of a past event will probably lead to an outflow of economic resources from the Group andamounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal orconstructive commitment that has resulted from past events. Provisions are not recognized for future operating losses. Provisions are measured at the estimatedexpenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertaintiesassociated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement isdetermined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material. Anyreimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognized as a separate asset. However, thisasset may not exceed the amount of the related provision. All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. Contingent Liabilities Where the possible outflow of economic resources as a result of present obligations is considered improbable or where the amount of the obligation cannot bedetermined reliably, no liability is recognized. 5.19. Government Grant The Group receives non-monetary government grants in the form of licenses to import goods without payment of import duty. Such grants are measured at fairvalue and are recognized when there is reasonable assurance that: F-19 (a)The entity will comply with the conditions attaching to them; and (b) The grants will be received. Income from such grants is recorded under the heading "Other Income in the Consolidated Statements". 5.20. Estimation uncertainty When preparing the consolidated financial statements, management undertakes a number of judgments, estimates and assumptions about recognition andmeasurement of assets, liabilities, income and expenses. The actual results may differ from the judgments, estimates and assumptions made by management,and be materially different from the estimated results. Information about significant judgments, estimates and assumptions that have the most significanteffect on recognition and measurement of assets, liabilities, income and expenses are discussed below. Significant Management Judgment i.Determination of functional currency of individual entities Following the guidance under IAS 21, the effects of changes in foreign exchange rates, the functional currency of each individual entity is determined to bethe currency of the primary economic environment in which the entity operates. Management considers that the each individual entity's functional currencyreflects the transactions, events and conditions under which the entity conducts its business. ii.Deferred tax assets The assessment of the probability of future taxable income in which deferred tax assets can be utilized is based on the Group's expected future tax liability,which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. The tax rules in thejurisdictions in which the Group operates are also carefully taken into consideration. If a positive forecast of taxable income indicates the probable use of adeferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full. The recognition of deferred taxassets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts andcircumstances. iii.Contingent liabilities Management exercises judgment in assessing its probability of such cases resulting in outflow of resources. Based on its assessment, management hasrecorded a liability in the financial statements where it believes it is probable that there will be future outflow of resources in respect of the pending contingency.Where the outflow is considered as possible but not probable or it is not possible to reasonably estimate amounts and timing of the outflow, the contingencyinvolved is disclosed in the financial statements. iv.Inventories The Group has elected the accounting policy choice of capitalizing debt cost as raw material and finished goods are stored for substantial period of time. IAS 23 Borrowing Cost allows (but does not mandate) the Group to apply IAS 23 on inventory produced in large quantity on repetitive basis. Managementbelieves it is more appropriate to apply IAS 23 to the valuation of paddy and rice inventory that is stored for a substantial period of time for natural ageingprocess needed for desired level of quality. Estimates i.Impairment of assets F-20 An impairment loss is recognized for the amount by which the asset's or cash-generating unit's carrying amount exceeds its recoverable amount. To determinethe recoverable amount, management estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order tocalculate the present value of those cash flows. In the process of measuring expected future cash flows management makes assumptions about future grossprofits. These assumptions relate to future events and circumstances. In most cases, determining the applicable discount rate involves estimating theappropriate adjustment to market risk and the appropriate adjustment to asset-specific risk factors. ii.Useful lives of depreciable assets Management reviews the useful lives of depreciable assets at each reporting date based on the expected utility of the assets to the Group. Actual results,however, may vary due to technical obsolescence, particularly relating to plant and machinery equipment. iii.Defined benefit liability Management estimates the defined benefit liability annually through valuations by an independent actuary; however, the actual outcome may vary due toestimation uncertainties. It also takes into account the Group's specific anticipation of future salary increases. Discount factors are determined close to eachyear-end by reference to high quality corporate/government bonds that are denominated in the currency in which the benefits will be paid and that have terms tomaturity approximating to the terms of the related defined benefit liability. Estimation uncertainties exist with regard to anticipation of future salary increaseswhich may vary significantly in future appraisals of the Group's defined benefit obligations. iv.Fair value of financial instruments Management applies valuation techniques to determine the fair value of financial instruments where active market quotes are not available. This requiresmanagement to develop estimates and assumptions based on market inputs, using observable data that market participants would use in pricing theinstrument. Where such data is not observable, management uses its best estimate. v.Share-based payment The share options granted by the Group to its employees have been valued indirectly with respect to the fair values of the equity instruments granted,using the Black Scholes valuation model. In valuing the share options, management is required to estimate the inputs made to the Black Scholesmodel. These inputs include, inter alia, fair value of the shares of the Company at the measurement date, volatility of shares, risk free rate of return,dividend yield and expected life of the option. 6. Intangible assets The Group's intangible assets consist of trademarks and software licenses. The carrying amounts are as follows: Trademarks Software Total Cost Balance as at April 01, 2011 $490,541 $- $490,541 - Additions 51,745 - 51,745 - Translation adjustment (66,730) - (66,730)Balance as at March 31, 2012 $475,556 $- $475,556 - Additions 200,112 134,681 334,793 - Translation adjustment (19,794) - (19,794)Balance as at March 31, 2013 $655,874 $134,681 $790,555 Depreciation and impairment Balance as at April 01, 2011 $80,431 $- $80,431 - Depreciation charge for the year 47,035 - 47,035 - Translation adjustment (12,488) - (12,488)Balance as at March 31, 2012 $114,978 $- $114,978 - Depreciation charge for the year 59,030 13,467 72,497 - Translation adjustment (4,791) - (4,791)Balance as at March 31, 2013 $169,217 $13,467 $182,684 Carrying Value At March 31, 2011 $410,110 $- $410,110 At March 31, 2012 $360,578 $- $360,578 At March 31, 2013 $486,657 $121,214 $607,871 F-21 7. Property, plant and equipment The Group's property, plant and equipment comprises land, building, plant and machineries, furniture and fixtures, office equipment and vehicles. Thecarrying amounts are analyzed as follows: Building Freehold Land Plant and machineries Furniture and fixtures Office equipment Vehicles Total Cost Balance as at April 01, 2011 $4,042,823 $4,281,138 $27,488,264 $381,662 $727,846 $1,069,408 $37,991,141 - Additions 75,139 - 143,745 74,261 81,752 345,734 720,631 - Disposals - - (19,552) - (691) (16,917) (37,160)- Translation adjustment (541,095) (526,376) (3,365,135) (54,482) (148,839) (143,913) (4,779,840)Balance as at March 31, 2012 $3,576,867 $3,754,762 $24,247,322 $401,441 $660,068 $1,254,312 $33,894,772 - Additions 808,886 58,497 370,687 106,393 128,542 53,276 1,526,281 - Disposals (293,727) - (354,573) - (3,476) (75,018) (726,794)- Translation adjustment (133,741) (156,448) (1,011,400) (23,174) (34,700) (45,263) (1,404,726)Balance as at March 31, 2013 $3,958,285 $3,656,811 $23,252,036 $484,660 $750,434 $1,187,307 $33,289,533 Depreciation and impairment Balance as at April 01, 2011 $1,127,742 - $5,016,436 $219,787 $581,492 $513,928 $7,459,385 - Depreciation charge for the year 152,625 - 1,525,288 65,624 80,833 223,215 2,047,585 - Disposals - - (19,552) - (114) (11,387) (31,053)- Translation adjustment (156,016) - (753,142) (32,862) (85,513) (74,562) (1,102,095)Balance as at March 31, 2012 $1,124,351 $- $5,769,030 $252,549 $576,698 $651,194 $8,373,822 - Depreciation charge for the year 156,758 - 1,385,034 72,926 93,763 156,239 1,864,720 - Disposals - - - - (2,434) (75,018) (77,452)- Translation adjustment (46,848) - (240,160) (10,417) (37,068) (4,443) (338,936)Balance as at March 31, 2013 $1,234,261 $- $6,913,904 $315,058 $630,959 $727,972 $9,822,154 Carrying Value At March 31, 2011 $2,915,081 $4,281,138 $22,471,828 $161,875 $146,354 $555,480 $30,531,756 At March 31, 2012 $2,452,516 $3,754,762 $18,478,292 $148,892 $83,370 $603,118 $25,520,950 At March 31, 2013 $2,724,024 $3,656,811 $16,338,132 $169,602 $119,475 $459,335 $23,467,379 Plant and machineries includes capital work in progress amounting to $139,376 and $88,021 as of March 31, 2013 and 2012, respectively, Buildingincludes capital work in progress amounting to $3,908 and Nil as of March 31, 2013 and 2012, respectively. Capital commitments for each of the two years have been summarized in Note 28. 8. Other long term assets Other long term financial assets comprises the following: March 31, 2013 March 31, 2012 Security deposits $87,202 $321,262 Term deposits 343,537 258,906 Total $430,739 $580,168 F-22 Security deposits Security deposits primarily include refundable interest free deposit placed with electricity boards. These do not have precise maturity dates but are expected notto mature in a short period of time. In the absence of fixed maturity dates, they are not discounted at fair value at the time of initial recognition. Alsomanagement does not expect the impact of discounting and subsequent amortization to be material. Term deposits Term deposits represent deposits with banks along with corresponding interest accrued that has been pledged with banks against performance guaranteesprovided to customers for sales and issue of letter of credit for purchases to meet contractual obligations towards other parties. 9. Inventories Inventories comprises the following: March 31, 2013 March 31, 2012 Raw materials $29,603,402 $17,148,251 Finished goods 150,702,195 123,107,983 Stores, spares and others 1,154,202 1,364,456 Total $181,459,799 $141,620,690 No inventory write downs or reversals are recognized in the periods reported above. Debt cost has been included in the cost of inventory using weighted average interest rate 13.59% and 14.02% for the years ended March 31, 2013 and 2012,respectively. Debt costs capitalized for inventory during the years ended March 31, 2013 and 2012 were $11,807,670 and $13,014,022, respectively. 10. Trade receivables Trade receivables comprises the following: March 31, 2013 March 31, 2012 Gross value $66,897,282 $37,286,964 Less: Provision for bad and doubtful debts (104,848) (111,551)Net trade receivables $66,792,434 $37,175,413 All of the Group's trade receivables have been reviewed for indicators of impairment. No trade receivable was found to be impaired and accordingly noadditional provision for bad and doubtful debt has been recorded in the year ended March 31, 2013. An analysis of net unimpaired trade receivables that arepast due is given in Note 32. 11. Prepayments Prepayments comprises the following: March 31, 2013 March 31, 2012 Prepaid expenses $493,621 $495,422 Advance to suppliers 7,893,235 6,469,880 Total $8,386,856 $6,965,302 F-23 12. Other current assets Other current assets comprises the following: March 31, 2013 March 31, 2012 Security deposits $1,365,174 $928,496 Advances to employees 75,077 56,279 Term deposits 7,761,701 5,824,655 Input tax credit receivable 739,117 684,736 Other receivables 914,981 1,728,285 Total $10,856,050 $9,222,451 Security deposits primarily comprises deposits placed with customers being global public sector organizations. Such deposits were given as part of contractsbetween the Company and such organizations. Term deposits represent deposits with banks, along with corresponding interest accrued, that have been pledged with banks against performance guaranteesissued to customers and for debt from bank. 13. Cash and cash equivalents Cash and cash equivalents comprises the following: March 31, 2013 March 31, 2012 Cash in hand $83,730 $160,153 Cash in current accounts 7,426,608 7,853,445 Deposit accounts for less than 3 months 25,760,000 - Funds in transit - 354,658 Total $33,270,338 $8,368,256 14. Equity 14.1. Share capital ANFI was incorporated on February 20, 2012 with unlimited authorized share capital and an issued share capital of $100 by issuing 100 shares for $1 pershare. Thereafter, on May 24, 2012, a 1000 for 1 share split was made increasing the number of shares to 100,000 with nominal value of $0.001 per share.The Company further made a 196.6 for 1 share split on October 15, 2012 thereby increasing the total number of shares to 19,660,000. As explained in Note24, earnings per share of the comparative period, is computed as if 19,660,000 shares were outstanding as of April 1, 2012. Shares issued and authorized are summarized as follows: Shares issued and fully paid: No. of Shares Balance as at April 1, 2012 (consequent to share split as explained above) 19,660,000 Fresh Shares issued during the year 9,000,000 Shares issued under share based payment plan (refer Note 16) 11,000 Total Shares issued and fully paid: 28,671,000 Shares Issuable Pursuant to exchange agreement* 7,005,434 Shares authorized for share based payment (Net of shares already issued to directors in the period) 3,951,826 * Represents ordinary shares issuable pursuant to an exchange agreement with the NCI shareholders in APFPL, under which these NCI shareholders will havethe right, subject to the terms of the exchange agreement, to exchange all or a portion of equity shares in APFPL for ordinary shares of ANFI. F-24 14.2. Share premium Proceeds received in addition to the nominal value of the shares issued have been included in share premium net of share issue expenses of $7,351,234. 15. Share issue expenses Share issue expenses directly incurred in relation to issue of new shares are treated as reduction of the equity. Common costs relating to issue of new equity andlisting of the Company’s existing shares are allocated in ratio of existing shares and new shares issued on IPO. Based on this allocation, the amount pertainingto existing shares is charged to the consolidated income statements and the amount pertaining to new shares issued is treated as reduction of the equity. Accordingly, $7,351,234 has been treated as reduction of the offering proceeds and $1,750,082, being part of the common costs, has been charged to theconsolidated income statements as IPO expenses. 16. Share Based Payment ANFI has adopted and approved the 2012 Omnibus Securities and Incentive Plan, or 2012 Plan (the “Plan”). The 2012 Plan has become effective (October 10,2012) and is a comprehensive incentive compensation plan under which the management can grant equity-based and other incentive awards to officers,employees, directors and consultants and advisers to ANFI and its subsidiaries. The Plan is administered by the compensation committee of the board of directors. The Plan provides for the granting of Distribution Equivalent Rights, Incentive Share Options, Non-Qualified Share Options, Performance Share Awards,Performance Unit Awards, Restricted Share Awards, Restricted Share Unit Awards, Share Appreciation Rights, Tandem Share Appreciation Rights,Unrestricted Share Awards or any combination of the foregoing, to key management employees and non-employee directors of, and nonemployee consultantsof, ANFI or any of its subsidiaries. However, incentive share options awards are solely for employees of the Group. The Group has reserved a total of3,962,826 ordinary shares for issuance as or under awards to be made under the Plan. The Group has granted 360,257 share options to an employee during the period ended March 31, 2013, vesting on a monthly basis over a period of 4 yearsfrom the grant date, and recorded a cost of $183,514 for the same period. Also, the Group has granted restricted stock awards having a value of $55,000 eachto two of its directors and recorded a cost of $44,172 for the same period. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted. The fair values of options granted were determined using Black Scholes option pricing model that takes into account factors specific to the share incentiveplans along with other external inputs. The following principal assumptions were used in the valuation: Expected volatility was determined based on historical market price of share from listing date to option grant date. The expected option life and average expectedperiod to exercise, is assumed to be equal to the contractual maturity of the option. Dividend yield is taken as zero as the Group does not intend to paydividends in the foreseeable future. The risk-free rate is the rate associated with a risk-free security. The fair value of option using Black Scholes model and the inputs used for the valuation for options that have been granted during the reporting periods aresummarized as follows: Grant date October 15, 2012 Fair value of the option using Black Scholes model $1.54 Fair value of shares at grant date $8.39 Exercise price $10 Expected volatility 15%Option life (in years) 10 Dividend yield 0%Risk-free interest rate 1.72% F-25 The total outstanding and exercisable share options and weighted average exercise price during the reporting period is as follows: March 31, 2013 Share options granted to employee Number of options Exercise price ($) Remaining contractual life (in years) Balance at beginning of the year - - - Granted during the year 360,257 10 10 Forfeited during the year - - - Exercised during the year - - - Balance at end of the year 360,257 10 9.6 Vested and exercisable at end of the year 37,526 10 9.6 17. Trade and other payables Trade and other payables comprises the following: March 31, 2013 March 31, 2012 Trade payable - for purchase of goods $4,516,657 $21,302,059 Other current liabilities Expenses payable 1,293,718 1,027,148 Statutory dues 602,761 329,849 Short term employee dues 492,875 204,742 Advance received from customers 1,759,762 5,124,314 Security deposits 93,246 47,607 Bank overdraft 1,151,441 9,634,160 $5,393,803 $16,367,819 Total trade and other payables $9,910,460 $37,669,878 18. Debt The debt comprises working capital loans, vehicle loans and term loans. These can be classified in the categories mentioned below: (a)Non-current debt March 31, 2013 March 31, 2012 Term loans $6,632,369 $8,988,738 Vehicle loans 219,167 640,760 Total debt $6,851,536 $9,629,498 Less: Amount reclassified to current debt (2,020,120) (2,284,560)Total Non-current debt $4,831,416 $7,344,938 Term loans carry a floating rate of interest and all vehicle loans carry a fixed rate of interest. The weighted average interest rates for each of the reporting periods are as follows:F-26 March 31, 2013 March 31, 2012 Term loans 12.87% 12.36%Vehicle loans 10.73% 8.90% (b)Current debt March 31, 2013 March 31, 2012 Working capital debt $153,585,290 $127,498,713 Debt from corporates - 3,456,000 Debt from a related party 1,180,410 1,171,642 $154,765,700 $132,126,355 Add: Amount reclassified to current debt 2,020,120 2,284,560 Total $156,785,820 $134,410,915 Working capital debt represents credit limits from banks with renewal period not exceeding one year. The Group's property, plant and equipment and currentassets have been hypothecated as collateral to secure repayment of this debt. These secured revolving credit facilities carry floating rates of interest. Debt from corporates has been repaid during the fiscal year 2013. These loans were unsecured, without any interest and payable on demand.Debt from related party comprises debt taken from a director of the Company that is payable on demand and carries a fixed rate of interest 11% per annum,compounded daily. The weighted average interest rates for each of the reporting period for working capital debt and debt from related party are as follows: March 31, 2013 March 31, 2012 Working Capital Debt 11.39% 12.13%Debt from related party 11.60% 11.60% 19. Income taxes 19.1. Deferred tax liabilities (net) Deferred taxes arising from temporary differences are summarized as follows: March 31, 2011 Recognized in consolidated statements of other comprehensive income Recognized in consolidated income statements March 31, 2012 Intangible Assets $(34,990) $- $(10,013) $(45,003)Property, plant and equipment (2,085,597) - 90,473 (1,995,124)Employee benefits 69,250 (13,221) 42,896 98,925 Unrealized (loss) on derivatives (690,538) - (222,794) (913,332)Available for sale reserve (5,435) 22,686 - 17,251 Inventory (1,349,866) - (1,188,208) (2,538,074)Debt (31,835) - (5,057) (36,892)Others 176,339 - 6,771 183,110 Total $(3,952,672) $9,465 $(1,285,932) $(5,229,139)Translation adjustment (221,022) - - 407,636 Total $(4,173,694) $9,465 $(1,285,932) $(4,821,503) F-27 March 31, 2012 Recognized in consolidated statements of other comprehensive income Recognized in consolidated income statements March 31, 2013 Intangible Assets $(45,003) $- $(20,913) $(65,916)Property, plant and equipment (1,995,124) - 80,662 (1,914,462)Employee benefits 98,925 (10,495) 25,676 114,106 Unrealized (loss) on derivatives (913,332) 114,208 186,782 (612,342)Available for sale reserve 17,251 (2,520) - 14,731 Inventory (2,538,074) - (4,186,904) (6,724,978)Debt (36,892) - (3,430) (40,322)Mat Credit - - - (90,865)Others 183,110 - 537 183,647 Total $(5,229,139) $101,193 $(3,917,590) $(9,136,401)Translation adjustment 407,636 - - 608,527 Total $(4,821,503) $101,193 $(3,917,590) $(8,527,874) The Group has not created deferred tax assets on unused tax losses amounting to $889,456 and $556,854 as of March 31, 2013 and 2012, respectively, inGroup entities located in United Kingdom, Mauritius and Malaysia in the absence of convincing evidence of availability of sufficient taxable profit in theseentities in the future. 19.2. Income tax expense Income tax is based on tax rate applicable on profit and loss in various jurisdictions in which the Group operates. Tax expense reported in the consolidated income statement for the years ended March 31, 2013, 2012 and 2011 is as follows: March 31, 2013 March 31, 2012 March 31, 2011 Current tax expense $4,161,188 $2,584,348 $1,351,843 Deferred tax expense 3,917,590 1,285,932 1,596,157 Tax expense for earlier years 188,784 267,142 276 Tax expense $8,267,562 $4,137,422 $2,948,276 The effective tax rate applied in each individual entity has not been disclosed in the tax reconciliation. The relationship between the expected tax expense basedon the domestic tax rates for each of the legal entities within the Group and the reported tax expense in the consolidated income statements is reconciled asfollows: March 31, 2013 March 31, 2012 March 31, 2011 Profit before tax $27,516,600 $16,081,659 $9,359,925 Effective tax at the domestic rates applicable to profits in the country concerned 7,661,049 3,954,271 2,769,957 Non-taxable income 95 13,850 18,458 Non allowable expenses 145,984 64,982 49,870 Deferred tax assets not created in the absence of reasonable certainty of future taxable income 74,757 192,279 185,673 Impact of change in tax rate 388,694 6,551 (19,360)Taxed for earlier years 188,784 - - Others (191,801) (94,511) (56,322)Tax expense $8,267,562 $4,137,422 $2,948,276 F-28 20. Employee benefits Expense recognized for employee benefits comprises the following: March 31, 2013 March 31, 2012 March 31, 2011 Wages and salaries including bonus and compensated absences $5,349,152 $2,678,474 $2,287,009 Post-employment benefits 76,858 67,179 67,931 Staff welfare expenses 127,187 98,801 58,644 Total $5,553,197 $2,844,454 $2,413,584 Post-employment benefits Post-employment benefits comprises gratuity (defined benefit plan) and provident fund (defined contribution plan), details of which are given below. 20.1 Gratuity The Group provides gratuity benefits to its employees working in India. The gratuity benefit is a defined benefit plan that, at retirement or termination ofemployment, provides eligible employees with a lump sum payment, which is a function of the last drawn salary and completed years of service. The definedbenefit obligation is calculated annually by an independent actuary using the projected unit credit method. Amount recognized in the consolidated income statements in respect of gratuity cost (defined benefit plan) is as follows: March 31, 2013 March 31, 2012 March 31, 2011 Current service cost $49,795 $38,034 $31,747 Past service cost - - 6,855 Interest cost 14,540 9,535 6,529 Expense recognized in the consolidated income statements $64,335 $47,569 $45,131 The principal assumptions used for the purpose of actuarial valuation are as follows: March 31, 2013 March 31, 2012 March 31, 2011 Discount rate 8.50% 8.50% 8.00%Expected rate of increase in compensation levels 8.00% 8.00% 5.50% Change in present value of defined benefit obligation is summarized below: March 31, 2013 March 31, 2012 March 31, 2011 March 31, 2010 March 31, 2009 Change in defined benefit obligation Defined benefit obligation at the beginning of the year $178,497 $119,377 $83,149 $56,479 $- Interest cost 14,540 9,535 6,529 4,970 5,487 Current service cost 49,795 38,034 31,747 23,264 18,031 Past service cost - - 6,855 - - Benefits paid (19,082) (8,043) (10,563) (1,309) - Actuarial (gain) / loss (30,875) 40,746 1,949 (10,106) (19,037)Translation adjustment (7,438) (21,152) (289) 9,851 51,997 Defined benefit obligation at the end of the year $185,437 $178,497 $119,377 $83,149 $56,478 F-29 20.2 Defined contribution plan Apart from being covered under the Gratuity plan described above, employees of the Group also participate in a Provident Fund plan in India.The Provident Fund plan is a defined contribution scheme whereby the Group deposits an amount determined as a fixed percentage of pay to the fund everymonth. The benefit vests upon commencement of employment. The Group does not have any further obligation in the plan beyond making such contributions. The Group has contributed $12,523 and $19,610 to defined contribution plans during the years ended March 31, 2013 and 2012, respectively. 21. Other expenses Other expenses comprises the following: March 31, 2013 March 31, 2012 March 31, 2011 Insurance $963,079 $1,009,862 $1,156,730 Communication expenses 321,623 328,956 244,943 Repairs and maintenance 752,749 578,643 396,699 Travel and conveyance 1,218,406 1,285,823 1,412,491 Legal and professional 2,320,167 1,115,835 749,677 Rent 1,886,331 1,672,657 1,819,457 Power and fuel 1,265,725 1,205,678 1,285,692 Security expense 314,714 241,422 249,083 Sundry balance written off 31,376 55,513 221,140 Business promotion expenses 3,434,768 1,629,013 1,354,366 Commission, claims and compensation 1,232,772 922,274 273,000 Sundries 935,200 522,526 607,873 Total $14,676,910 $10,568,202 $9,771,151 22. Finance cost and finance income Finance cost comprises the following: March 31, 2013 March 31, 2012 March 31, 2011 Interest on debt $16,362,818 $17,248,517 $14,938,425 Interest to suppliers 3,091,713 2,521,463 2,847,733 Debt processing and other charges 2,297,083 2,016,027 1,890,401 Total $21,751,614 $21,786,007 $19,676,559 Debt processing and other charges primarily comprises letter of credit opening charges, processing fees and other miscellaneous bank charges. Finance income comprises the following: March 31, 2013 March 31, 2012 March 31, 2011 Interest on deposit with banks $477,782 $300,620 $127,996 Other interest received 324,364 2,416 36,857 Total $802,146 $303,036 $164,853 F-30 23. Other financial items Other financial items comprises the following: March 31, 2013 March 31, 2012 March 31, 2011 Net gain/(loss) on change in exchange rate on non-derivative foreign currencytransactions/balance $2,116,773 $5,801,840 $873,665 Profit/(Loss) on sale of available for sale financial assets - (22,905) (31,805)Net gain/(loss) on revaluation/settlement of forward contracts (2,771,625) (4,746,336) 1,766,064 Total $(654,852) $1,032,599 $2,607,924 24. Earnings per share Earnings per share have been calculated using outstanding shares of ANFI as under:- March 31, 2013 March 31, 2012* March 31, 2011* Profit after tax $19,249,038 $11,944,238 $6,411,649 - Profit attributable to Shareholders of the Company 15,056,309 9,603,167 5,154,966 - Profit attributable to non- controlling interest 4,192,729 2,341,071 1,256,683 Weighted average number of shares for calculation of basic and diluted earnings per share 23,802,786 19,660,000 19,660,000 Basic and diluted earnings per share $0.63 $0.49 $0.26 *Refer to Note- 3 (Restructuring) The Company has granted an option to NCI shareholders in APFPL to exchange shares in ANFI at a pre-determined share swap ratio. The swap ratio isreflective of fair values of the shares and therefore, the option is not considered as dilutive. The effect of 360,257 share options granted to an employee and issue of 5,500 restricted stock awards (unvested portion) granted to each of its twoindependent directors is anti-dilutive for the period ended March 31, 2013 and has not been considered in the computation of the diluted earnings per share. 25. Operating leases as lessee The Company has cancellable operating lease agreements for office facility and warehouses. These leases are renewable on a periodic basis at the option of boththe lessors and the lessees. Lease expense for the years ended March 31, 2013 and 2012 are $1,886,331and $1,669,917respectively. The non-cancellableperiod of these leases ranges between 1-3 months and total future lease obligation for the non-cancellable period amounts to $351,513 and $274,457 as atMarch 31, 2013 and 2012, respectively. 26. Related party transactions The Group's related parties include key management personnel ("KMP") and enterprises over which KMP are able to exercise significant influence. F-31 26.1. Transactions with KMP Transactions during the year* March 31, 2013 March 31, 2012 March 31, 2011 Salaries including bonuses $918,732 $256,121 $249,828 (Short term employee benefits) Share based payment expense (Refer Note16) 183,514 - - Rent expense 4,637 3,623 Loan received - 812,682 384,384 Loan repaid 47,662 903,229 314,965 Interest paid 105,248 108,923 130,471 Advances made - - 40,206 Advances received back - - 65,567 *Transactions for the year are translated into reporting currency using the average exchange rate for the applicable period. Outstanding Balances** March 31, 2013 March 31, 2012 Salary and Bonus payable $471,000 $36,005 Loan payable 1,180,410 1,171,642 Rent payable 4,637 - **Outstanding balances are translated into reporting currency using the closing exchange rate for the applicable period. All of the above payables and receivables are short term and carry no collateral. Loans payable outstanding as at March 31, 2013 and 2012 carry the interestrate of 11% per annum, compounding on daily basis. KMP has given personal guarantees to banks for term loans and working capital debt obtained by APFPL amounting to $182,459,131 and $238,771,200 asof March 31, 2013 and 2012, respectively. Further, the Group has granted 360,257 share options to a KMP pursuant to the 2012 Omnibus Securities and Incentive Plan during the year out of which37,526 options vested at the end of the year. 26.2. Transactions with enterprises which had transactions with the group during the years ended March 31, 2013, 2012 and 2011, and overwhich KMP is able to exercise significant influence Transactions during the year* March 31, 2013 March 31, 2012 March 31, 2011 Purchases of goods $- $8,747,923 $2,601,381 Sales of goods (1) 17,530,395 4,195,405 3,404,222 Advances made - 989,826 3,185,613 Advances received back 1,564,527 272,260 975,528 *Transactions for the year are translated into reporting currency using the average exchange rate for the applicable period. Outstanding balances** March 31, 2013 March 31, 2012 Trade payable $56 $29,543 Trade receivable - 70,214 Advances receivable 160,738 2,350,756 ** Outstanding balances are translated into reporting currency using the closing exchange rate as on the reporting date. (1) Sale of goods includes a sale in quarter ended June 30, 2012, amounting to $11,445,000 of goods which were subject to customs proceedings at thePhilippines (Refer to Note 28). The Company had entered into an arrangement that effectively transferred all risks and rewards related to the goodsunder Philippines law without any recourse or further obligations, other than to make best efforts to assist the purchaser in any regulatory clearance,cost of which is to be borne by the purchaser. F-32 27. Cash flow adjustments and changes in operating assets and liabilities Adjustments to arrive at the operating cash flow before taxes are summarized below: 27.1. Adjustment for non-cash items March 31, 2013 March 31, 2012 March 31, 2011 Depreciation and amortization $1,943,846 $2,089,738 $1,915,934 Unrealized loss on change in foreign exchange (128,063) 1,722,740 112,390 Unrealized fair value gains on financial assets recognized in profit and loss in the consolidatedincome statement (3,553) (686,685) (940,081)Share based compensation 227,674 - - Total $2,039,904 $3,125,793 $1,088,243 27.2. Adjustment for non-operating income and expense March 31, 2013 March 31, 2012 March 31, 2011 Interest expense $19,830,624 $17,248,517 $14,938,424 Interest and dividend income (802,147) (303,036) (164,851)Gain on disposal of equipment (12,522) (2,134) - Total $19,015,955 $16,943,347 $14,773,573 27.3. Change in operating assets and liabilities March 31, 2013 March 31, 2012 March 31, 2011 Trade payables and other current liabilities $(26,500,081) $(6,955,675) $6,368,526 Inventories (45,085,574) (16,650,002) 1,604,980 Other current assets 1,451,032 (1,823,138) (4,819,152)Trade receivables (31,420,958) 10,184,837 (22,960,306)Other current assets and prepayments (3,537,744) (500,432) $(2,098,456)Total $(105,093,325) $(15,744,410) (21,904,408) 27.4. Net proceeds from issue of shares March 31, 2013 March 31, 2012 March 31, 2011 Proceeds from issue of shares $90,000,000 $- $- Share issue expenses reduced directly from Equity (7,351,234) - - Total $82,648,766 $- $- 28. Commitments and contingent liabilities Commitments Capital commitments, net of advances amounted to $371,278 and $138,735 as of March 31, 2013 and 2012, respectively. Contingent liabilities March 31, 2013 March 31, 2012 Sales tax case(1) - 37,103 Market fees(2) 85,530 89,249 Income tax case(3) 623,529 650,639 Total $709,059 $776,991 F-33 (1)Represents sales tax demand received for the years ended March 31, 2005; March 31, 2006 and March 31, 2007 in respect of purchases made fromunregistered paddy traders. These cases have been settled during the year. (2)Represents market fees demand raised by Haryana State Agricultural Marketing Board ("HSAMB") in respect of certain paddy purchases. Thecase is pending at the Financial Commissioner and Principal Secretary to the Government of Haryana, Agricultural Department Chandigarh. (3)Represents tax litigations with income tax department in India in respect of various years pending with Income Tax Appellate Tribunal ("Tribunal")and Delhi High Court. The Group has been contesting these demands and has received favorable orders in majority of cases from Tribunal whichhave been contested by the Income tax department in Delhi High Court. (4)In addition to the above matters, on November 23, 2010, APFPL along with its directors and certain key officials were subjected to search/ surveyproceedings by the income tax department in India. During the course of these proceedings, the income tax department took custody of certainrecords and documents of APFPL. Subsequently, APFPL received notices asking management to submit income tax statement for the periodbeginning from April 1, 2004 to March 31, 2012. APFPL has submitted the requested details in due course and has not received any further requestfor information to date. On March 05, 2013, APFPL with the intention of expediting the settlement of case, has filed an application with Income TaxSettlement Commission (ITSC) and has offered an income of $ 329,360 (INR 17,900,000) on which tax amounting to $ 188,784 (INR10,260,000) has been paid. ITSC has accepted the application and is assessing the case. Management believes that further liability is unlikely toarise as a result of these proceedings. (5)During the year ended March 31, 2013, goods temporarily stored in Subic, a free trade zone located in the Republic of Philippines, were subject to aseizure and forfeiture process decision by the Collector of Customs, Port of Subic, against a “locator” (customs broker) engaged by the Company tounload and warehouse the cargo. The Company, as an intervener, or legal owner of the goods, has appealed this decision with the Commissioner ofCustoms (“COC”) of the Republic of the Philippines, seeking reversal of the decision, which appeal was denied on October 3, 2012. OnOctober 16, 2012, the Company filed a Petition for review with the Court of Tax Appeals challenging the correctness of decision of COC for beingcontrary to the law. The case is currently in the pre-trial stage. On October 17, 2012, the public auction was conducted by the Bureau of Customs(‘‘BOC’’) and an entity named Veramar Rice Mill and Trading Company was declared as the highest bidder with a bid of Php 487 Million Pesos[equivalent to $11.66 million (approximate)]. Based on representations of legal counsel for the COC, the full bid amount has been remitted to theCOC and that the amount has been deposited in escrow to be released to the party who will prevail in this case. Based on the opinion provided by itsattorneys, the Company expects that the likelihood of any liability to the Company is improbable. Accordingly, no provision has been created forthis matter. These goods, currently undergoing the above process, were sold on June 27, 2012 for $11,445,000 to a related party. Management considers that the above liabilities are not probable. In respect of these contingent liabilities, the Company does not expect any reimbursement from any third party. 29. Segment reporting The chief operating decision maker reviews the business as one operating segment. Hence no separate segment information has been furnished herewith. F-34 Entity-wide disclosures The Group generates its revenue primarily from the sale of rice. An analysis of the Group's revenue from sales of rice and other products is as follows: March 31, 2013 % March 31, 2012 % Rice $401,365,462 97% $295,715,394 90%Other products 12,317,112 3% 33,264,405 10%Total $413,682,574 100% $328,979,799 100% The Group categorizes its revenue by country based on product destination to the external customer, as summarized below: March 31, 2013 % March 31, 2012 % India $188,909,313 46% $111,966,765 34%United Arab Emirates 76,918,556 19% 34,047,933 11%Kuwait 54,381,913 13% 86,786,515 26%Others 93,472,792 22% 96,178,586 29%Total $413,682,574 100% $328,979,799 100% During the year ended March 31, 2013, there was one external customer having external sales of more than 10% amounting to $54,381,913. During the yearended March 31, 2012, there was one external customer having external sales of more than 10% amounting to $86,786,516. Non-current assets other than financial instruments located in the entity's country of domicile and located in all foreign countries in total in which the entityholds assets are provided as follows: March 31, 2013 March 31, 2012 India $24,016,701 $25,779,644 Others 58,549 101,887 Total $24,075,250 $25,881,531 30. Financial assets and liabilities The fair value of financial assets and financial liabilities in each category is as follows: March 31, 2013 March 31, 2012 Financial assets Non-current assets Loans and receivables Long term financial assets $430,739 $258,906 Current assets Loans and receivables Trade receivables 66,792,434 37,175,413 Other current assets 9,654,274 7,780,681 Cash and cash equivalents 33,270,338 8,368,256 Fair value through profit or loss Derivative financial instruments 1,260,512 2,239,130 Available for sale financial assets Investment in listed securities and mutual funds 242,066 129,654 Total $111,650,363 $55,952,040 Financial liabilities Non-current liabilities Debt $4,831,416 $7,344,938 Current liabilities Financial liabilities measured at amortized cost: Trade payables 4,516,657 21,302,059 Other current liabilities 2,836,251 10,913,655 Debt 156,785,820 134,410,915 Total $168,970,144 $173,971,567 F-35 Financial assets that are neither past due nor impaired include cash and cash equivalents, term deposits, portion of trade receivables, investment in listedsecurities and mutual funds and other current assets. The fair value of cash and cash equivalents, trade receivables, trade payables, current financial liabilities and debt approximate their carrying amount largelydue to the short term nature of these instruments. Investments in liquid and short term mutual funds units and listed shares, which are classified as available-for-sale, derivative financial instruments,recorded at fair value through consolidated statements of other comprehensive income/(loss), are recorded at their respective fair values on the reporting dates. Non-current debt largely comprises term loans from banks which carry floating interests. Therefore, the fair value of these term loans approximates theircarrying values. Outstanding values of other non-current debt are not material and therefore, management has not assessed their fair values. Similarly,carrying values of non-current term deposits are not significant and management has not assessed their fair values. 31. Fair value hierarchy The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: •Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. •Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly(i.e. derived from prices). •Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).No financial assets/liabilities have been valued using level 3 fair value measurements. The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis: Fair value measurements at reporting date using March 31, 2013 Total Level 1 Level 2 Assets Derivative instruments Forward contracts $1,260,512 $- $1,260,512 Available for sale financial assets Mutual funds in units 183,212 183,212 - Listed securities 58,854 58,854 - Fair value measurements at reporting date using March 31, 2012 Total Level 1 Level 2 Assets Derivative instruments Forward contracts $2,239,129 $- $2,239,129 Available for sale financial assets Mutual funds in units 43,143 43,143 - Listed securities 86,511 86,511 - F-36 Derivative instruments classified in Level 2 above, are valued by the management using Reserve Bank of India's reference rate and inter-bank forward premiaapplicable on the date of respective statement of financial position. Available for sale financial assets classified in Level 1 above are valued on the basis ofquoted rates available from securities markets in India. 32. Financial risk management The Group is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The Group's risk management iscoordinated by the Board of Directors and focuses on securing long term and short term cash flows. The Group does not engage in trading of financial assetsfor speculative purposes. 32.1. Market risk analysis Market risk is the risk that changes in market prices will have an effect on Group's income or value of the financial assets and liabilities. The Group isexposed to various types of market risks which result from its operating and investing activities. The most significant financial risks to which the Group isexposed are described below. Currency Risk (Foreign Exchange Risk) The Group operates internationally and a significant portion of the business is transacted in U.S. Dollars and consequently the group is exposed to foreignexchange risk through its sales. The exchange rate risk primarily arises from foreign exchange receivables. A significant portion of revenue is in U.S. Dollarswhile a significant portion of costs is in Indian Rupees (INR). The exchange rate between INR and U.S. Dollar (the Group has significant exposure in U.S. Dollars) has fluctuated significantly in recent years and maycontinue to fluctuate in the future. Appreciation of the INR against the U.S. Dollar can adversely affect the group's results of operations. The Group also hasexposure to foreign currency exchange risk towards other currencies namely the Euro; however, management considers the impact of change in these currenciesas insignificant. Further, Amira C Foods International DMCC having a functional currency of United Arab Emirates Dirham (AED) has significant foreigncurrency transactions denominated in U.S. Dollars. There is no risk of change in the same as exchange rate between the U.S. Dollar and AED is fixed at $1 =AED 3.6735. The Group evaluates exchange rate exposure arising from these transactions and enters into foreign currency derivative instruments to mitigate such exposure.The Company follows established risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge forecasted cashflows denominated in foreign currency. The analysis assumes that all other variables remain constant. The table below presents non-derivative financial instruments which are exposed to currency risk as of March 31, 2013, 2012 and 2011: U.S. Dollars Other Currencies March 31, 2013 Trade receivables $19,514,361 $1,398,514 Intercompany receivables 25,008,232 - Cash and cash equivalents 5,610 12,442 Total $44,528,203 $1,410,956 March 31, 2012 Trade receivables $10,176,419 $422 Intercompany receivables 19,466,796 - Cash and cash equivalents 5,718 12,639 Trade payables (201,355) (13,992)Total $29,447,578 $(931)March 31, 2011 Trade receivables $17,175,049 $- Intercompany receivables 6,268,579 - Cash and cash equivalents 5,916,499 - Total $29,360,127 $- F-37 As at March 31, 2013, 2012 and 2011, every 1% increase/ decrease of the respective foreign currencies compared to the functional currency of the group entitywould impact our profit before tax by approximately $459,392, $294,466 and $293,601, respectively. There are no long term exposures in foreign currency denominated financial asset and liabilities as on each reporting date. The Group uses forward foreign exchange contracts to mitigate exchange rate exposure arising from forecasted sales in US dollars in its Indian subsidiarywhose functional currency is Indian Rupee. All U.S. Dollar forward exchange contracts have been designated as hedging instruments in cash flow hedges inaccordance with IAS 39. The Group’s U.S. Dollar forward contracts relate to revenue forecasted for 2013-14. All forecasted transactions for which hedgeaccounting has been applied are expected to occur and affect profit or loss in 2013-14. The fair values of these financial instruments as of March 31, 2013 andMarch 31, 2012 is $1,260,512 and $2,239,129, respectively. During fiscal 2013, a gain of $321,700 (fiscal 2012: a gain/ (loss) of Nil; fiscal 2011: gain/ (loss) of Nil) was recognized in other comprehensive income. Thecumulative gain recorded in equity is$321,700 (fiscal 2012: cumulative gain/ (loss) of Nil). During fiscal 2013, a loss of $1,628,914 (fiscal 2012: net gain/ (loss) of Nil; fiscal 2011: net gain/ (loss) of Nil) was reclassified from equity into profit orloss within other financial items. During fiscal 2013, income tax gain of $146,820 (fiscal 2012: Nil) relating to cash flow hedging reserve was recognized in other comprehensive income loss. Based on expected volatility, the management does not expect the foreign currency hedges to become ineffective due to changes in the exchange rates andtherefore, there is no impact on profit on changes in the values of such derivatives consequent to changes in foreign currency exchange rates. The analysisassumes that all other variables remain constant. Interest rate sensitivity The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative financial instruments at the date of statement offinancial position. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the date of statement of financialposition was outstanding for the whole year. The analysis assumes that all other variables remain constant. In computing the sensitivity analysis, management has assumed a change of one hundred basis points in the interest rate. This movement in the interest ratewould lead to an increase/fall in the profit before tax by $1,603,244, $1,473,052 and $1,545,186 in the years ended March 31, 2013, 2012 and 2011,respectively. Price Risk Sensitivity The Group is exposed to price risk in respect of its listed equity securities and investment in mutual funds. These investments are held for long term and aredesignated as available for sale financial assets and therefore do not impact the consolidated income statements. Further, the amount of investment is notmaterial. Accordingly, sensitivity towards the change in price is not presented. F-38 32.2. Credit risk analysis Credit risk refers to the risk of default by the counterparty to a financial instrument to meet its contractual obligation resulting in a financial loss to the Group.For the Group, credit risk primarily arises from trade receivables. Accordingly, credit risk from trade receivables has been evaluated separately from all otherfinancial assets in the following paragraph. Trade receivables Trade receivables are unsecured and are derived from revenue earned from customers. Credit risk in trade receivables is managed through monitoring ofcreditworthiness of the customers and by granting credit approvals in the normal course of the business. An analysis of age of trade receivables at eachreporting date is summarized as follows: March 31, 2013 March 31, 2012 Gross Impairment Gross Impairment Not past due $65,808,189 $- $15,749,980 $- Past due less than three months 335,568 - 16,779,206 - Past due more than three months but not more than six months 433,550 - 1,415,622 - Past due more than six months but not more than one year 133,738 - 1,096,352 33,472 More than one year 186,237 104,848 2,245,804 78,079 Total $66,897,282 $104,848 $37,286,964 $111,551 Trade receivables are impaired in full when recoverability is considered doubtful based on estimates made by management. Management considers that all theabove financial assets that are not impaired and past due for each of the March 31 reporting dates are of good credit quality. Receivables from the Company’s top five customers amounted to $34,538,254 and $22,113,740 constituting 51.7% and 59.0% of net trade receivables as ofMarch 31, 2013 and 2012, respectively. Of the above, receivables from the Company’s top two customers are as follows: March 31, 2013 March 31, 2012 Customer 1 $10,376,000 $7,229,035 Customer 2 9,143,585 6,457,763 Total $19,519,585 $13,686,798 Percentage to total receivables 29.2% 37.0%Management considers the credit quality of these trade receivables to be good. No collateral is held for trade receivables. Other financial assets The maximum exposure to credit risk in other financial assets is summarized as follows: Credit risk relating to cash and cash equivalents and derivative financial instruments is considered negligible because our counterparties are banks.Management considers the credit quality of deposits with such banks that are majority-owned by the Government of India and subject to the regulatoryoversight of the Reserve Bank of India to be good, and it reviews these banking relationships on an ongoing basis. Security deposits primarily comprises deposits placed with customers who are public sector organizations. Such deposits were given as part of our contractswith such organizations. The Group does not hold any security in respect of the above financial assets. There are no impairment provisions as at any reporting date against thesefinancial assets. Management considers that all the other financial assets as at the reporting dates are of good credit quality. F-39 32.3. Liquidity risk analysis The liquidity needs of the Group are monitored on the basis of monthly and yearly projections. The Group manages its liquidity needs by continuouslymonitoring cash flows from customers and by maintaining adequate cash and cash equivalents. Net cash requirements are compared to available cash in orderto determine any shortfalls. Short term liquidity requirements comprises mainly of sundry creditors, expense payable, employee dues, debt and security deposits received arising duringnormal course of business as on each reporting date. The Group maintains sufficient balance in cash and cash equivalents to meet its short term liquidityrequirements. Long term liquidity requirement is assessed by management on a periodical basis and is managed through internal accruals and throughmanagement's ability to negotiate long term debt facilities. Non-current liabilities of the Group include vehicle loans, term loans and gratuity. As at each reporting date, the Group's liabilities having contractual maturities are summarized as follows: March 31, 2013 Current Non-current Within 6 months 6-12 months 1-5 years More than 5 years Long term debt $1,394,834 $1,311,559 $5,736,096 $49,889 Short term debt 154,765,700 - - - Trade payables 4,516,657 - - - Other current liabilities 2,836,251 - - - Lease obligation 351,513 - - - $163,864,955 $1,311,559 $5,736,096 $49,889 March 31, 2012 Current Non-current Within 6 months 6-12 months 1-5 years More than 5 years Long term debt $1,436,864 $1,795,257 $8,399,449 $661,844 Short term debt 132,126,355 - - - Trade payables 21,302,059 - - - Other current liabilities 10,913,655 - - - Lease obligation 274,457 - - - Total $166,053,390 $1,795,257 $8,399,449 $661,844 The above contractual maturities reflect the gross cash outflows, not discounted at the current values. As a result, these values will differ as compared to thecarrying values of the liabilities at the balance sheet date. 33. Additional capital disclosures The Group's capital management objectives are (a) to ensure the Group's ability to continue as a going concern and (b) to provide an adequate return toshareholders. The Group monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises allliabilities of the Group. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the riskcharacteristics of the underlying assets. March 31, 2013 March 31, 2012 Total equity $143,632,735 $45,684,569 Total debt 182,899,243 186,368,368 Overall financing $326,531,978 $232,052,937 Gearing ratio 0.56 0.80 F-40 34. Authorization of financial statements These consolidated financial statements were approved and authorized for issue by the Board of Directors on June 13, 2013. F-41  Statuatory Alert: 1. The authenticity of the Stamp Certificate can be verified at Authorised Collection Centers (ACCs), SHCIL Offices and Sub-registrar Offices (SROs). a TheContact Details of ACCs, SHCIL Offices and SROs are available on the Web site "www.shcilestamp.com"  1My employment with M/s Amira Pure Foods Private Limited was terminated with effect from 30th November, 2012 after office hours. 1 havereceived my full and final settlement amount as per company's norms vide Cheque No. 458076 Dated 01-01-2013 of Amount 4,68,751.00 2.I have no further claim (s) against the company for any amount / sum in relation to or that may arise on account of : i. The term of my employment with the company ii. Termination of my employment with the company iii. On any other account whatsoever (collectively) 3.I hereby confirm that I shall not be entitled to raise any demands or disputes on account of any claim (s) whatsoever against the company or againstany other companies / entities forming part of its Group, or any of their respective directors, employees and consultants, now or at any time in thefuture. 4.I hereby confirm that, as far as I am aware, I have not at any time withheld or failed to disclose any material fact concerning the performance of myduties with the company or against any other Group entity or materially breached my duty of loyalty or other obligations to the company or any otherGroup entity. 5.All documents, information (in paper or electronic form), materials and equipment of any kind that I created or acquired during the course of myemployment with the company are and shall remain the property of the company. I have returned all such documents, materials and equipments tothe company and have not made or taken copies of the same. I have also removed all electronically stored company properties from all storage mediain my possession, custody or control, without limitation, from my home computer system and / or any external disk or pen drives.  6.I also acknowledge not to directly or indirectly use or disclose to any third party / person, without the prior written consent of the company, anyConfidential Information of the company or any Group entity has been furnished to me or became available to me by virtue of my employment withthe company, as well as all information that I generated that contains, reflects or is derived from such information that, in each case has not beenpublished or disclosed to, and is not otherwise known to the public. "Confidential Information" shall mean any and all information not in the publicdomain or generally known in the industry of the company, in any form, that I may have acquired during the course of my employment with thecompany, including, without limitation, trade secrets and non-public information of the company or any Group entity relating to such entity's past,present and future businesses, inventions, products and services, operations, structure, designs, concepts, research, software packages, operations,marketing strategies, sources or leads for and methods of obtaining new business, costs, pricing, financial condition, customers, vendors,suppliers, distribution methods, supply chain methods, employees, independent contractors and hiring practices.  7.I agree to assist and to cooperate with the company in connection with the defense or prosecution of any claim, investigation or dispute that mayinvolve the company or any Group entity, including testifying in any proceeding to the extent such claim, investigation or dispute relates to servicesthat I performed or was required to perform, pertinent knowledge that I possess, or any act or omission that I have made. I also agree to perform allacts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement. If requested, I agree toprovide the company and any Group entities with reasonable assistance, including, without limitation, providing information, in connection with thetransition of my employment duties and responsibilities to others and matters with which I was involved during my employment with the company. 8.I agree not to make, or cause to be made, any disparaging, negative or adverse statements whatsoever, whether in public or private, and whetherwritten, oral or otherwise, concerning the company or its respective businesses, products or services. Similarly, the Company will not expresslyauthorize the issuance of any such statement with respect to me. This paragraph does not apply to factual statements made in connection with legalproceedings, governmental and regulatory investigations and actions, and internal company investigations or any other statement or disclosurerequired by law. 9.I agree that, until November 30, 2014 (a period of two years from my date of termination), I shall not, without the prior written consent of thecompany, directly or indirectly, on my behalf or on behalf of or in conjunction with any person or entity (except as a holder, for investment purposesonly, of not more than one percent (1%) of the outstanding stock of any company listed on a national securities exchange, or actively traded in anational over-the-counter market), actually or attempt to: a. solicit, attempt to do any business with, refer or intentionally interfere with the Company's relationship with any advertiser, customer,distributor, reseller, or supplier of goods or services of or to the company or any Group entity; or  b. solicit, induce or entice any employee or contractor of the Group to terminate employment with, or cease providing services to, the company orany Group entity. 10.I agree to keep the terms of this Agreement, including the specific amount paid hereunder, confidential, and not to disclose them to any other person orentity, including, without limitation, any current, former or future employees of the company or other Group entity, except (i) as may be required bylaw; (ii) as may be required by any taxing authority; (iii) as may be required in the performance or enforcement of this Agreement. 11.In case I breach any of the clauses of this undertaking including, but not limited to, by filing, bringing or participating in any claims or actions then Iagree to pay all costs and expenses, including reasonable attorney's fees, incurred by the company or any of the company entities in defending suchclaims or actions. 12.In case I breach any of the clauses of this undertaking then the company or its authorized representatives shall have right to take any legal actionagainst me as per Indian laws / statutes. Yours sincerely, EMPLOYEE'S NAMERITESH SUNEJA SIGNATURE/s/ Ritesh Suneja DATE02/01/2013 PLACENew Delhi  Exhibit 8.1 List of Subsidiaries Name of company Place of incorporationor establishment Attributable equity interest heldAmira Nature Foods Ltd (“Amira Mauritius”) Mauritius 100% by ANFI Amira Pure Foods Private Limited(“Amira India”) India 80.4% by Amira Mauritius Amira I Grand Foods Inc. Delaware (United States) 100% by Amira India Amira Food Pte. Ltd. Singapore 100% by Amira India Amira C Foods International DMCC Dubai Multi Commodities Centre (UAE) 100% by Amira India Amira Foods (Malaysia) Sdn. Bhd Malaysia 100% by Amira Food Pte. Ltd. Amira G Foods Limited United Kingdom 100% by Amira C Foods International DMCC Amira Ten Nigeria Limited Nigeria 100% by Amira C Foods International DMCC  Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Karan A. Chanana, certify that: 1.I have reviewed this annual report on Form 20-F of Amira Nature Foods Ltd;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;b.Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andc.Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financialreporting; and5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to thecompany’s auditors and the Audit Committee of the company’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internalcontrol over financial reporting. Date: June 13, 2013By:/s/ Karan A. Chanana Name: Karan A. Chanana Title: Chief Executive Officer (Principal Executive Officer)  Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Ashish Poddar, certify that: 1.I have reviewed this annual report on Form 20-F of Amira Nature Foods Ltd;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;b.Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andc.Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financialreporting; and5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to thecompany’s auditors and the Audit Committee of the company’s board of directors (or persons performing the equivalent functions):a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; andb.Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internalcontrol over financial reporting. Date: June 13, 2013By:/s/ Ashish Poddar Name: Ashish Poddar Title: Chief Financial Officer (Principal Financial and Accounting Officer)  Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code),each of the undersigned officers of Amira Nature Foods Ltd (the “Company”), does hereby certify, to such officer’s knowledge, that: The Annual Report on Form 20-F for the year ended March 31, 2013 of the Company fully complies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results ofoperations of the Company. AMIRA NATURE FOODS LTD June 13, 2013By:/s/ Karan A. Chanana Name: Karan A. Chanana Title: Chief Executive Officer (Principal Executive Officer) June 13, 2013By:/s/ Ashish Poddar Name: Ashish Poddar Title: Chief Financial Officer (Principal Financial and Accounting Officer)  Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated June 13, 2013 with respect to the consolidated financial statements included in the Annual Report of Amira Nature Foods Ltd.on Form 20-F for the year ended March 31, 2013. We hereby consent to the incorporation by reference of said report in the Registration Statements of AmiraNature Foods Ltd. on Form S-8 (File No.333-184408 effective October 12, 2012 ). /s/ Grant Thornton India LLPGurgaon, IndiaJune 13, 2013 

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