Amira Nature Foods Ltd
Annual Report 2018

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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 20-F/A (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, 2018 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: +97142387767(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 className of each Exchange on which registeredORDINARY SHARES, PAR VALUE $0.001New 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. EXPLANATORY NOTE Amira Nature Foods, Ltd. is filing this Amendment No.1, (the “Form 20-F/A”), to its Annual Report on Form 20-F (the “Original Form 20-F”) for theyear ended March 31, 2018, filed with the Securities & Exchange Commission on October 16, 2018 (the “Original filing date”) to provide its Form 20-Fformatted in XBRL (Extensible Business Reporting Language). Except as stated and except a few other insignificant changes, the Original Form 20-F has notbeen amended, updated or otherwise modified. This Amendment No. 1 on Form 20-F/A (including the exhibits) does not reflect events occurring after thefiling of the Original Report in Form 20F on October 16, 2018. This Amendment should be read in conjunction with the Original Form 20-F and otherinformation that ANFI has filed or furnished to the SEC subsequent to the Original Filing Date On March 31, 2018, the issuer had 46,384,091 ordinary shares outstanding, including 7,005,434 ordinary shares issuable pursuant to an exchangeagreement described in detail in this report under the heading “Item 5. Operating and Financial Review and Prospects” and 1,465,183 share options grantedand vested through March 31, 2018. 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 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes xNo ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes xNo ¨ 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 filerx Accelerated filer¨ Non-accelerated filer ¨ Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected notto use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of theExchange Act. ¨ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:¨ US GAAPx International Financial Reporting Standards as issued by the InternationalAccounting Standards Board¨ 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 PagePART I. ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3A.Selected Financial Data3B.Capitalization and Indebtedness6C.Reasons for the Offer and Use of Proceeds6D.Risk Factors6ITEM 4.INFORMATION ON THE COMPANY26ITEM 4A.UNRESOLVED STAFF COMMENTS47ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS47ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES66A.Directors and senior management66B.Compensation68C.Board Practices77D.Employees79E.Share Ownership80ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS80A.Major shareholders80B.Related Party Transactions81C.Interests of Experts and Counsel82ITEM 8.FINANCIAL INFORMATION82A.Consolidated Statements and Other Financial Information82B.Significant Changes82ITEM 9.THE OFFER AND LISTING82A.Offer and Listing Details82B.Plan of Distribution83C.Markets83D.Dilution83E.Expenses of the Issue83ITEM 10.ADDITIONAL INFORMATION83A.Share Capital83B.Memorandum and Articles of Association84C.Material Contracts86D.Exchange controls86E.Taxation86F.Dividends and paying agents91G.Statement by experts91H.Documents on display91I.Subsidiary Information91ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK92ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES92 PART II. ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES92ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS92ITEM 15.CONTROLS AND PROCEDURES92ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT93ITEM 16B.CODE OF ETHICS.93ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES.94ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.94ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.94ITEM 16F.CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.94ITEM 16G.CORPORATE GOVERNANCE94ITEM 16H.MINE SAFETY DISCLOSURE95 PART III. ITEM 17.FINANCIAL STATEMENTS95ITEM 18.FINANCIAL STATEMENTS95ITEM 19.EXHIBITS95 1 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 (i) ‘‘we’’,‘‘us’’, ‘‘our’’, ‘‘the Company’’, “the Group”, ‘‘our Company’’ or “ANFI” are to Amira Nature Foods Ltd, a British Virgin Islands business company, includingits subsidiaries; (ii) references to “Amira Mauritius” are solely to Amira Nature Foods Ltd, a Mauritius company and ANFI’s wholly owned subsidiary; and(iii) references to “Amira I Grand Foods Inc. (BVI)” are to Amira I Grand Foods Inc. a British Virgin Island business company and its subsidiaries, includingAmira Grand I Foods Inc. and Amira K.A Foods International DMCC and (iv) “APFPL” or “Amira India” are to Amira Pure Foods Private Limited, and itssubsidiaries, including Amira I Grand Foods Inc., Amira Food Pte. Ltd., Amira Foods (Malaysia) SDN. BHD., Amira C Foods International DMCC, AmiraBasmati Rice GmbH EUR (formerly known as Basmati Rice GmbH Europe), Basmati Rice North America LLC, Amira G Foods Limited and Amira TenNigeria Limited. In this report, references to “India” are to the Republic of India, references to “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 and references 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, 2018, 2017 and 2016 and notes thereto included elsewhere inthis report 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 interim period ends on September 30.References to a year other than a “fiscal” are to the calendar year ended December 31. In this report, references to our “international sales” are to those sales which are made to international markets outside of India. In this report,references to increase/ decrease in percent for the financial statement items have been computed based on absolute figures reported in “Item 18. FinancialStatements”. We also refer in various places within this report to earnings before interest, tax, depreciation and amortization (EBITDA), adjusted EBITDA,adjusted profit after tax, adjusted earnings per share, adjusted net working capital and net debt, which are non-IFRS measures and are more fully explained inthe section titled “Non-IFRS Financial Measures” in “Item 5. Operating and Financial Review and Prospects”. The presentation of this non-IFRS informationis not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. FORWARD-LOOKING STATEMENTS This Annual Report contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S.Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect ,”“anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “future” or other similar expressions. We have based these forward-lookingstatements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition,results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to: ·our goals and strategies; ·our expansion plans; ·our future business development, results of operations and financial condition; ·our ability to protect our intellectual property rights; ·projected revenue, profits, adjusted profits, EBITDA, adjusted EBITDA, earnings, adjusted earnings and other estimated financial information; 2 ·our ability to maintain strong relationships with our customers and suppliers; ·governmental policies regarding our industry; and ·the impact of legal proceedings. We would like to caution you not to place undue reliance on forward-looking statements and you should read these statements in conjunction withthe risk factors disclosed in “Risk Factors” appearing elsewhere in this Annual Report. Those risks are not exhaustive. We operate in a rapidly evolvingenvironment. New risk factors emerge from time to time, and it is impossible for our management to predict all risk factors, nor can we assess the impact of allfactors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. 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 statements of profit or loss data for each of the years ended March 31, 2018, 2017 and 2016 and selectedconsolidated statement of financial position data as of March 31, 2018 and 2017 are derived from our audited consolidated financial statements included inthis Annual Report beginning on page F-1. The selected consolidated statements of profit or loss data for the fiscal year ended March 31, 2015 and 2014 andselected consolidated statement of financial position data as of March 31, 2015 and 2014 have been derived from our audited consolidated financialstatements of those respective years, which are not included in this Annual Report. Since October 15, 2012, when we completed our initial public offering, weown 80.4% of Amira India pursuant to the terms of a share subscription agreement between Amira Mauritius and Amira India. We accounted for thiscombination using the “pooling of interest method,” and accordingly, our consolidated financial statements included in this Annual Report include our andAmira India’s assets, liabilities, revenues and expenses, which have been recorded at their carrying values and all periods in these financials have beenretrospectively adjusted as applicable. The remaining 19.6% of Amira India that is not owned by ANFI is reflected in our consolidated financial statements asa non-controlling interest, and accordingly, the profit after tax attributable to equity shareholders of ANFI is reduced by a corresponding percentage. The following selected consolidated financial statements data should be read in conjunction with “Item 5. Operating and Financial Review andProspects” and our audited consolidated financial statements and the related notes included elsewhere in this Annual Report. Our historical results for anyperiod are not necessarily indicative of results to be expected in any future period. ·Statements of Profit or Loss Data 3 March 31, 2018 March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 Revenue $413,901,480 $551,830,966 $563,451,016 $700,044,891 $547,344,368 Other income 5,031,827 48,833 956,336 186,404 160,064 Cost of materials (373,451,132) (492,189,652) (432,030,831) (619,100,865) (454,123,161)Change in inventory of finished goods (106,193,580) 35,517,661 (22,509,438) 63,181,906 39,859,583 Employee benefit expenses (6,797,731) (8,753,175) (12,884,266) (11,831,777) (11,642,833)Depreciation and amortization (1,617,118) (1,778,968) (2,061,698) (2,396,874) (2,064,264)Freight, forwarding and handling expenses (2,535,261) (3,139,061) (9,082,563) (16,508,963) (23,359,177)Other expenses (12,705,159) (14,905,710) (23,275,173) (24,609,109) (22,855,617) $(84,366,674) $66,630,894 $62,563,383 $88,965,613 $73,318,963 Finance costs (34,108,621) (29,272,826) (27,063,456) (34,988,422) (25,859,231)Finance income 29,669 263,231 1,187,095 2,256,120 2,766,518 Other gains and (losses) 4,908,564 (1,512,928) 1,123,900 5,534,369 (2,800,475)Profit/(loss) before tax $(113,537,062) $36,108,371 $37,810,922 $61,767,680 $47,425,775 Income tax (expense)/credit 19,941,298 (4,596,968) (4,897,325) (8,603,974) (9,293,071) Profit/(loss) after tax for the year $(93,595,764) $31,511,403 $32,913,597 $53,163,706 $38,132,704 Profit/(loss) after tax for the year attributable to: Shareholders of the company $(78,222,174) $25,087,388 $25,791,973 $42,125,065 $29,956,327 Non-controlling interest $(15,373,590) $6,424,015 $7,121,624 $11,038,641 $8,176,377 Earnings per share Basic earnings per share (1) $(2.30) $0.84 $0.90 $1.47 $1.04 Diluted earnings per share (1) $(2.30) $0.84 $0.90 $1.46 $1.04 (1)Basic earnings per share is calculated by dividing our profit after tax as reduced by the amount of a non-controlling interest reflecting theremaining 19.6% of Amira India that is not owned by us, by the number of our weighted average outstanding ordinary shares, during theapplicable period. Diluted earnings per share is calculated by dividing our profit after tax, as reduced by the amount of a non-controlling interestreflecting the remaining 19.6% of Amira India that is not owned by us, by the number of our weighted average outstanding ordinary sharesadjusted by the dilutive impact of the equivalent stock options granted. The dilutive impact of total share options 1,465,183 granted to Mr. KaranA. Chanana in the years ended March 31, 2018, 2017, 2016, 2015, and 2014, (see heading “Item 18. Financial Statements”; under Note 29“Earnings per share”) is anti-dilutive (in FY2018) and not material in previous years and hence there is no change in the presented basic anddiluted earnings per share in the table above.·Adjusted EBITDA, Adjusted profit after tax and adjusted earnings per share For the fiscal year ended March 31, 2018, we had adjusted EBITDA of $59.0 million, adjusted loss after tax of $ 3.5 million and adjusted earningsper share of ($0.09). In the following tables we have provided reconciliation of non-IFRS measures* to the most directly comparable IFRS measure: 4 1.Reconciliation of profit after tax to EBITDA and adjusted EBITDA: Fiscal year ended March 31, 2018 2017 2016 2015 (Amount in $) Profit/(loss) after tax (PAT) (93,595,764) 31,511,403 32,913,597 53,163,706 Add: Income tax expense/(credit) (19,941,298) 4,596,968 4,897,325 8,603,974 Add: Finance costs (net of finance income) 34,078,952 29,009,595 25,876,361 32,732,302 Add: Depreciation and amortization 1,617,118 1,778,968 2,061,698 2,396,874 EBITDA (77,840,992) 66,896,934 65,748,981 96,896,856 Add: Non-cash expenses for share-based compensation 1,205,809 1,312,250 3,523,412 1,719,037 Add: Onetime expenses related to proposed Senior Secured Second Lien Notesoffering - - - 1,256,995 Add: One-time provision for impairment of inventory 133,984,426 - - - Add: One-time legal & professional charges 1,695,323 2,295,995 5,461,146 - Adjusted EBITDA 59,044,566 70,505,179 74,733,539 99,872,888 2.Reconciliation of profit after tax to adjusted profit after tax (excluding IPO-related expenses): Fiscal year ended March 31, 2018 2017 2016 2015 (Amount in $) Profit/(loss) after tax (PAT) (93,595,764) 31,511,403 32,913,597 53,163,706 Add: Non-cash expenses for share-based compensation 1,205,809 1,312,250 3,523,412 1,719,037 Add: Onetime expenses related to proposed Senior Secured Second Lien Notesoffering - - - 1,256,995 Add: One-time provision for impairment of inventory (net of taxes) 87,164,908 - - - Add: One-time legal & professional charges 1,695,323 2,295,995 5,461,146 - Adjusted profit/(loss) after tax (3,529,724) 35,119,648 41,898,155 56,139,738 3.Reconciliation of earnings per share and adjusted earnings per share: Fiscal year ended March 31, 2018 2017 2016 2015 (Amount in $) Profit/(loss) after tax (PAT) (93,595,764) 31,511,403 32,913,597 53,163,706 Profit attributable to Shareholders of the company (A) (78,222,174) 25,087,388 25,792,843 42,125,065 Weighted average number of shares (for Basic earnings per share) (B) 34,064,348 29,822,470 28,805,738 28,723,273 Weighted average number of shares (for diluted earnings per share) (C) 34,064,348 29,822,470 28,805,738 28,927,135 Basic earnings per share as per IFRS (A) ÷ (B) (2.30) 0.84 0.90 1.47 Diluted earnings per share as per IFRS (A) ÷ (C) (2.30) 0.84 0.90 1.46 Share Issuable under share exchange agreement for non-controllinginterest (D) 7,005,434 7,005,434 7,005,434 7,005,434 Number of shares outstanding including shares for non-controlling interest-fully diluted (E) = (C) + (D) 41,069,782 36,827,904 35,811,172 35,932,569 Profit/(loss) after tax (PAT) (93,595,764) 31,511,403 32,913,597 53,163,706 Add: Non-cash expenses for share-based compensation 1,205,809 1,312,250 3,523,412 1,719,037 Add: Onetime expenses related to proposed Senior Secured SecondLien Notes offering - - - 1,256,995 Add: One-time provision for impairment of inventory (net of taxes) 87,164,908 - - - Add: One-time legal & professional charges 1,695,323 2,295,995 5,461,146 - Adjusted profit/(loss) after tax (F) (3,529,724) 35,119,648 41,898,155 56,139,738 Adjusted earnings per share (F) ÷ (E) (0.09) 0.95 1.17 1.56 *The group has used adjusted Cost of goods sold (after accounting for the impact of impairment of inventories) as explained in the MDA section5 ·Statements of Financial Position Data As at March 31, 2018 2017 2016 2015 2014 Cash and cash equivalents$1,216,642 $16,831,655 $17,412,501 $46,660,922 $37,606,098 Total current assets 492,312,312 552,972,603 476,034,239 471,018,305 394,689,932 Total assets 512,826,507 574,605,215 502,986,145 497,071,917 422,450,650 Total equity 241,608,876 303,224,421 249,721,766 221,325,125 171,841,007 Debt (Long term & Short term) 250,231,474 224,440,023 209,442,252 211,044,573 184,842,761 Total liabilities 271,217,631 271,380,794 253,264,379 275,746,792 250,609,643 Total equity and liabilities 512,826,507 574,605,215 502,986,145 497,071,917 422,450,650 ·Capital stock (excluding long-term debt and redeemable preferred stock) and number of shares as adjusted to reflect changes in capital Described in detail in this report under the heading “Item 18. Financial Statements”; under Note 18 “Equity”. 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 financial results. Risks Related to Our indebtedness If we are unable to amend our agreements with Amira India’s existing lenders or refinance the existing debt, we may be unable to implement our businessstrategy and the lenders may cause us to sell assets to repay the existing debt, any of which could have a material adverse effect on our business, results ofoperations and financial condition. 6 On January 23, 2018, Amira India received approval of a license from the Directorate of Town & Country Planning of Haryana India to convert nineacres of its approximately 17 wholly owned acres of real estate property from factory use to residential use. Amira India applied for the license in early 2017for all 17 acres and the license for the remaining eight acres is pending. In connection with the receipt of the license, Amira India will begin the plannedprocess of re-locating its existing manufacturing facility to a new location. The conversion of the zoning of this portion of Amira India’s real estate fromfactory to residential use requires Amira India’s existing lenders to amend and/or refinance the existing debt of Amira India to include the re-zoned real estateas collateral. Our discussions with Amira India’s existing lenders regarding an amendment to the terms of the existing debt agreements or a refinance areongoing and we have already proposed them to reclassify the debt between real estate and working capital. If we are unable to amend our agreements withAmira India’s existing lenders or refinance the existing debt as proposed, we may be unable to implement our business strategy and the lenders may cause usto sell assets to repay the existing debt, any of which could have a material adverse effect on our business, results of operations and financial condition. Risks Related to Our Business We face significant competition from both Indian and international producers of Basmati and other rice and food products. We compete for customers principally on the basis of product selection, product quality, reliability of supply, processing capacity, brandrecognition, distribution capability, and pricing. With respect to our Basmati rice, we compete with numerous types of competitors in the fragmented andunorganized Basmati rice market, from other large Indian processors to smaller businesses in India and around the world. Basmati rice has historically onlybeen grown successfully in certain states in North India and in a part of the Punjab region located in Pakistan, which regions have climates conducive togrowing Basmati rice. In addition, our Basmati rice competes with a type of rice grown in California and Texas, among other places, which is marketed asBasmati rice to compete with our products. 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 than we have. Also, sinceoutside of supply chain management and distribution there are no substantial barriers to entry to the markets for our rice and other food products, increasedconsolidation and, particularly, a more organized Basmati market could decrease our market share or result in lower selling prices of our products or result inhigher costs of our raw materials, thereby reducing our earnings. Our growth significantly depends on our ability to penetrate and increase the acceptance of our Basmati rice and other products in new Indian andinternational markets. Our historic compound aggregate growth results and trends are not indicative of our future results and may not be sustainable for the future. We have industry pricing dynamics and an improvement in mix. As a result, the historic CAGR data and trends set out elsewhere in this Form 20Fare not indicative of our future results and may not be sustainable for the future. In particular, our future growth CAGRs may increase at a lower rate or maynot increase at all, which in turn would have a negative impact on our business, results of operations and financial condition. In fact, the Company had aparticularly challenging year during its fiscal year ended March 31, 2017 where it had declines to its financial results due in part to challenging industryconditions, including the impact of currency exchange fluctuations on its business in India and lower industry pricing, as well as certain business disruptionsthat management believes were short term in nature. 7 We have a substantial amount of indebtedness, which could have a material adverse effect on our financial health and our ability to obtain financing inthe future. We have incurred a substantial amount of debt totaling $250.23 million, $224.4 million and $209.4 million as of March 31, 2018, 2017 and 2016,respectively. The aggregate amount outstanding under our various financing arrangements as of March 31, 2018 was $250.23 million, of which $0.03 millionconsisted of our non-current (long-term) debt and $250.2 million consisted of our current (short-term) debt, comprised primarily of our secured revolvingcredit facilities. Our significant amount of debt could limit our ability to operate our business and impair our competitive position. For example, it could: ·limit our ability to refinance our indebtedness on terms acceptable to us or at all; ·require us to dedicate a significant portion of our cash flow from operations for paying the principal of and interest on our indebtedness, therebyreducing funds available for other corporate purposes; and ·make us more vulnerable to economic downturns and limit our ability to withstand competitive pressures. As of March 31, 2018, our outstanding current (short-term) debt, amounting to $250.2 million and comprising substantially all of our debt, bearsinterest at floating rates. Any upward movements in these interest rates would increase the interest costs of such loans and could harm our financial condition.Infact, the Reserve Bank of India has increased the interest rates in India two times in fiscal year 2018. The Reserve Bank of India in 2018, promulgated the revised framework and guidelines for ‘loan asset’ identification, classification and provisioningfor commercial banks in India. Businesses including ours (and individuals) across India, have faced cash management issues especially in the rapidlyevolving regulatory regime in India since early part of fiscal of 2017. This has resulted in tightening of regulatory and credit environment in India. Thistightening of credit has adversely impacted and disrupted our cash-to-cash cycle. Further, amidst regulatory and credit tightening, the Indian lender banks have not agreed to reclassify loans extended to us into working capital andreal estate loans. As a result, certain of our Indian lenders have classified our loan balances as Non-performing assets (NPAs). This continued impasse with thebanks can result in revenues of the Indian subsidiary being severely impacted. Further, the agreements and instruments governing our debt place specified limitations on incurrence of additional debt. Despite currentindebtedness levels, we and our subsidiaries may be able to incur substantial additional indebtedness in the future. However, if new debt is added to our andour subsidiaries’ current debt levels, the related risks would intensify. We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy obligationsunder our indebtedness, which may not be successful. Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance,which is highly sensitive to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. Wecannot assure you that we will maintain a level of cash flows from operating activities sufficient enough to permit us to pay the principal, premium, if any,and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce ordelay investments and capital expenditures or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measuresmay not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient tomeet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet ourdebt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and theseproceeds may not be adequate to meet any debt service obligations then due. Any future refinancing of our indebtedness may not be on favorable terms andcould be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations. The terms of our existing debt agreements may restrict our ability to operate and grow our business. Our agreements with certain banks and financial institutions for short-term and long-term debt contain restrictive covenants, including, but notlimited to, requirements that we obtain consent from the lenders prior to altering our capital structure or Amira India’s organizational documents, effectingany merger or consolidation with another company, restructuring or changing our management, declaring or paying dividends under certain circumstances,undertaking major projects or expansions, incurring further debt, undertaking guarantee obligations which permit certain Indian lenders to claim fundsinvested in us by our management or principal shareholders, entering into long-term or otherwise material contractual obligations, investing in affiliates,creating any charge or lien on our assets or sale of any hypothecated assets or undertaking any trading activities other than the sale of products arising out ofour manufacturing operations. Also, we are required to maintain a current ratio (the ratio of the book value of our current assets to our current liabilitiesoutstanding, including current debt as per statutory requirements) of at least 1.33 during the term of our secured revolving credit facilities for Amira India.Certain of our other credit facilities also include various financial covenants, but such facilities are not material. We may not be able to comply with suchfinancial or other terms or be able to obtain the consents from our lenders necessary to take the actions that we believe are required to operate and grow ourbusiness. 8 We require substantial working capital and as a result, may seek additional financing in the form of debt or equity to meet our working capitalrequirements. Our business requires substantial working capital, primarily because Basmati rice must be aged for approximately as much as 12 months or more (attimes up to 24 months) before it reaches premium quality. Accordingly, we need to maintain a sufficient stock of Basmati paddy and rice at all times to meetprocessing requirements, which leads to higher inventory holding costs and increased working capital needs. In addition, we may need additional capital todevelop our new processing facility and additional company-managed distribution centers in India and across the world. We meet our working capital requirements largely by debt incurred under our revolving credit facilities, which we typically need to renew in a yearor less. Sources of financing have historically included commercial banks under such credit facilities and equity investments. If we decide to incur more debt,our interest payment obligations will increase and our lenders may impose additional restrictions on our business which could result in reduced cash flows. Ifwe decide to issue equity, the new equity will dilute the ownership interest of our existing shareholders. We may not be able to raise adequate financing on acceptable terms, in time, or at all. Since the second half of fiscal 2008, disruption in the globalfinancial markets has made obtaining additional financing in India more difficult. For example, due to inflation in India, the Reserve Bank of India has raisedinterest rates multiple times since 2011, thereby substantially increasing our borrowing costs. Moreover, restrictions on foreign investment in India may limitour ability to obtain financing for Amira India. See “Restrictions on foreign investment in India may prevent us and other persons from making futureacquisitions or investments in India, which may harm our results of operations and financial condition” in this section. Our failure to obtain sufficientfinancing or maintain our existing credit facilities could harm our results of operations and financial condition and result in a reduction in our operations andthe delay or abandonment of our development plans. Our inability to meet the quality requirements of our customers or to anticipate and adapt to changes in the market demand for our productscould reduce demand for our products and harm our sales. Our results of operations and growth strategy depend upon the demand for Basmati rice and our other food products in the Indian and internationalmarkets. Demand for our products depends primarily on consumer-related factors such as demographics, local preferences and food consumption trends andmacroeconomic factors such as general economic condition and the level of consumer confidence. We are also subject to regulation by the countries orregions where our customers are located, such as the European Union (“EU”) and the United States (“US” or the “U.S.”), relating to the quantity, quality,characteristics and variety of the Basmati rice and other food products sold there. Authorities may upgrade or change these regulations from time to time. Ourinternational customers often require that the rice we sell matches their quality standards and conduct sample checks on our products. The results from theirsample 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 quality specifications orrequirements. If our customers’ sample checks identify any deficiencies in our rice, they will generally have the right to return the entire batch we sold tothem. Consumer preferences often change over time, and, if we are not able to anticipate, identify or develop and market products that respond to changes inconsumer preferences, demand for our products may decline. We must, on a regular basis, keep pace with the quality requirements and consumer preferencesof our Indian and international customers, invest continuously in new technology and processes to provide the desired quality product and continuallymonitor and adapt to the changing market demand. Any failure to meet the quality requirements of our customers or to anticipate and adapt to changes inmarket demand could harm our business, results of operations and financial condition. 9 We face risks associated with our international business. In fiscal 2018, 2017 and 2016, we generated 65.3%, 50.1% and 56.4%, respectively, of our revenue outside India and we expect to increase ourinternational presence over time. We currently have international offices in Malaysia, Singapore, the United Arab Emirates (“UAE”), the United Kingdom, theUnited States and Germany, and we sell our products throughout Asia Pacific, EMEA and North America. Our existing and planned international businessoperations are subject to a variety of risks, including: ·difficulties in staffing and managing foreign and geographically dispersed operations;·compliance with various foreign laws, including local labor laws and regulations, where we operate throughout the world (as applicable);·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;·increase in withholding and other taxes, or limitations on remittances and other payments by foreign subsidiaries or strategic partners;·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;·the enforceability of legal agreements and judgments in foreign countries;·an inability, or reduced ability, to protect our intellectual property; and·government subsidies or other incentives that favor local competitors. We currently expect to expand in our existing and additional target international markets, but our expansion plans may not be successful. Failure of,or delay in, our expansion plans could significantly harm our business, reputation and financial condition. We may not be successful in identifying and acquiring suitable acquisition targets or making strategic investments, which could adversely affectour growth. We have in the past expanded, and intend to expand in the future, our operations and markets through acquisitions or strategic investments. Theidentification and completion of such acquisitions or investments are dependent upon various factors, including satisfactory completion of due diligence,negotiation of definitive agreements and our ability to compete with other entities to acquire attractive targets. There is no assurance that in the future we willbe able to identify and acquire appropriate acquisition targets on commercially acceptable terms, if at all, or will have sufficient capital to fund suchacquisitions or investments. Failure to identify and acquire suitable acquisition targets or to make strategic investments in the future could adversely affectour growth. Adverse conditions in the global economy and disruption of financial markets may prevent the successful development and commercialization ofour products, as well as significantly harm our results of operations and ability to generate revenue and become profitable. 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 theseevents, 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. 10 We derive a significant portion of our income from international sales of Basmati rice, other specialty rice and other food products, which may bedependent upon the economies and government policies of the key countries to which we sell our products; any unfavorable change in sucheconomies or government policies may harm our business. We sell Basmati rice, other specialty rice and other food products to customers across five continents with significant portions of our internationalsales to Asia Pacific, EMEA and North America. We currently plan to expand our international operations into additional countries in the near future. Forfiscal 2018, our international revenue accounted for 65.3% of our total revenue. If an economic slowdown or other factors adversely affect the economichealth of the countries to which we sell, our international customers may reduce or postpone their orders, which may in turn lower the demand for ourproducts and harm our revenue and profitability. In addition, uncertainty surrounding the potential exit of the United Kingdom from the European Unionmay have a significant impact on the global economy and foreign exchange rates which could have a negative impact on our financial condition. 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 to a morestringent EU standard on the level of the pesticide isoprothiolane in Basmati rice in September 2008 led to a significant overall decrease in sales of Basmatirice to the EU. In November 2012, the EU standard reverted to the 2008 level. In addition, any change in government policies and regulations, including any ban imposed on a particular variety of rice by a government, or anyduties, pre-conditions or ban imposed by a country to which we sell our products, might harm our international sales. The loss of any significant internationalrice market because of such events or conditions could harm our business, results of operations and financial condition. Our international sales are alsoexposed to certain political and economic and other related risks inherent to exporting products, including exposure to potentially unfavorable changes intax or other laws, a reduction in import subsidies, partial or total expropriation and the risks of war, terrorism and other civil disturbances in our internationalmarkets. Our insurance coverage may not be sufficient to protect us against all such risks. 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 revenuefrom all sales made there on a credit basis, which could harm our business, results of operations and financial condition. We are exposed to foreign currency exchange rate fluctuations and exchange control risks, which may harm our results of operations and causeour financial results to fluctuate between periods. Our operating expenses are denominated primarily in Indian Rupees; however, 65.3% of our total revenue for fiscal 2018 was denominated in othercurrencies, typically in U.S. dollars and occasionally in Euros, GBP and UAE Dirham, due to our international sales. In addition, some of our capitalexpenditures, and particularly those for equipment imported from international suppliers, are denominated in foreign currencies and we expect our futurecapital expenditure in connection with our proposed expansion plans to include significant expenditure in foreign currencies for imported equipment andmachinery. A significant fluctuation in the Indian Rupee and U.S. dollar and other foreign currency exchange rates could therefore have a significant impacton our results of operations. The exchange rate between the Indian Rupee and these currencies, primarily the U.S. dollar, has fluctuated in the past and anyappreciation or depreciation of the Indian Rupee against these currencies can impact our profitability and results of operations. Such fluctuations haveaffected our results of operations in the past and may do so again in the future. For example, the Indian Rupee has depreciated against the U.S. dollar over thepast three years, which may affect our results of operations in future periods. Any amounts we spend to hedge the risks to our business due to fluctuations incurrencies may not adequately protect us against any losses we incur due to such fluctuations. 11 We may be unable to adequately protect or continue to use our intellectual property; failure to protect such intellectual property may harm ourbusiness. The success of our business, in part, depends on our continued ability to use the “Amira” name and other intellectual property to increase awarenessof the “Amira” name. We attempt to protect our intellectual property rights through available copyright and trademark laws. Despite these precautions,existing copyright and trademark laws afford only limited practical protection in certain countries, and the actions taken by us may be inadequate to preventimitation by others of the “Amira” name and other intellectual property. In addition, if the applicable laws in these countries are drafted or interpreted in waysthat limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue from our intellectual property may decrease, orthe cost of obtaining and maintaining rights may increase. We also distribute our Amira branded products in some countries in which there is no trademarkprotection. As a result, it may be possible for unauthorized third parties to copy and distribute our Amira branded products or certain portions or applicationsof our Amira branded products, which could have a material adverse effect on our business, prospects, results of operations and financial condition. If we failto register the appropriate trademarks or our other efforts to protect relevant intellectual property prove to be inadequate, the value of the Amira name coulddecrease, which could harm our business and results of operations. We have also initiated legal proceedings against certain parties for infringement of our intellectual property rights. For instance, Amira India hasfiled multiple 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, 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 are a holding company and are dependent on dividends and other distributions from our subsidiaries, particularly Amira India, which we donot wholly own, and which will not pay us 100% of any dividend it declares, and whose ability to declare and pay dividends is restricted by loancovenants and Indian law. We are a holding company and currently have no direct operations. As a result, we are dependent on dividends and other distributions from oursubsidiaries (in particular, Amira India) for our cash requirements, which would include funds to pay dividends and other cash distributions to ourshareholders. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and neitherANFI nor Amira India anticipates paying any cash dividends for the foreseeable future. Investors’ ownership of us represents a smaller corresponding indirectownership interest of Amira India. Should we decide to pay dividends to our shareholders in the future, our ability and decision to pay dividends will dependon, among other things, the availability of dividends from Amira India. However, under the terms of some of Amira India’s current secured revolving creditfacilities, we need the consent of lenders under our current secured revolving credit facilities to declare dividends for any year except (i) out of profits relatingto that year after meeting all the financial commitments to the bank(s) and making all other due and necessary provisions and (ii) that no default had occurredin any repayment obligations during the year. Amira India has not paid or declared any cash dividends on its equity. The declaration and payment of anydividends by Amira India in the future will be recommended by its Board of Directors and approved by its shareholders at their discretion. Under Indian law,a company declares dividends upon a recommendation by its Board of Directors and approval by a majority of the shareholders at the annual general meetingof shareholders. However, while final dividends can be paid out by a company only after such dividends have been recommended by the Board of Directorsand approved by shareholders, interim dividends can be paid out with only a recommendation by the Board of Directors. The shareholders have the right todecrease but not to increase any dividend 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 may be prevented fromdoing so by certain restrictions on paying dividends under Indian law. Amira India may not have sufficient profits in any year or accumulated profits topermit payment of dividends to its shareholders. We do not own 100% of Amira India, 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. 12 Insiders have substantial control over us; ownership by insiders of our ordinary shares and ownership by our Chairman and Chief ExecutiveOfficer of direct and indirect equity interests in Amira India give rise to conflicts of interest with our public shareholders. Mr. 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 65.0% (including share options granted and vested) of theoutstanding ordinary shares of ANFI as on March 31, 2018. Accordingly, these shareholders are able to control all matters requiring approval by holders of amajority of our outstanding ordinary shares, including the election of all the members of our Board of Directors (which allow them day-to-day control of ourmanagement and affairs), amendments to our memorandum and articles of association, our winding up and dissolution, and other significant corporatetransactions. Specifically, they are able to approve any sale of more than 50% in value of our assets, and certain mergers or consolidations involving us, acontinuation of the company into a jurisdiction outside the British Virgin Islands where we are currently domiciled, or our voluntary liquidation. As a result,Mr. Chanana and his affiliates can cause, delay or prevent a change of our control, and generally preclude any unsolicited acquisition of us, even if suchevents would provide our public shareholders with the opportunity to receive a premium for their ordinary shares, or are otherwise in the best interests of ourpublic shareholders. In addition, Mr. Karan A. Chanana and certain of his affiliates, including various companies controlled by him and certain members of his family,hold a significant minority equity interest in Amira India, an entity through which we conduct a significant portion of our operations. These shareholdersmay have conflicting interests with our public shareholders. For example, if Amira India indirectly makes distributions to us, Mr. Karan A. Chanana and hisaffiliates will also be entitled to receive distributions pro rata in accordance with their percent of ownership in Amira India, and their preferences as to thetiming and amount of any such distributions may differ from those of our public shareholders. In addition, the structuring of future transactions may take intoconsideration tax or other ramifications to Mr. Karan A. Chanana and these affiliates even where there would be no similar implication to us or our publicshareholders. Mr. Karan A. Chanana and Ms. Anita Daing (a former Director of Amira Pure Foods Private Limited “APFPL”) have also issued personal guaranteesof $235.7 million in favor of lead banks or lenders of certain of our credit facilities; in the event of a default under these credit facilities, the lenders may seekpayment from Mr. Chanana and/ or Ms. Daing. As a result of these guarantees, Mr. Chanana and Ms. Daing may have a conflicting interest with ourshareholders and/or other creditors of the Company which may not be resolved in our best interest. However, ANFI has indemnified its present and formerdirectors and officers, including Mr. Chanana and Ms. Daing, in accordance with its Amended and Restated Memorandum and Articles of Association andindemnification agreements entered into with such directors and officers. Such indemnification includes indemnification for Mr. Chanana’s and Ms. Daing’spersonal guarantees described above. If the transfer pricing arrangements we have among our subsidiaries are determined to be inappropriate, our tax liability may increase. We have transfer pricing arrangements among our Indian, Dubai, UK, Germany, and U.S. subsidiaries. U.S. and Indian transfer pricing regulations, aswell as regulations applicable in other countries in which we operate, require that any international transaction involving associated enterprises be on arm’slength terms. We consider the transactions among our subsidiaries to be on arm’s length terms. If, however, a tax authority in any jurisdiction reviews any ofour tax returns and determines that the transfer prices and terms we have applied are not appropriate, or that other income of our affiliates should be taxed inthat jurisdiction, we may incur increased tax liability, including accrued interest and penalties, which would cause our tax expense to increase, possiblymaterially, thereby reducing our profitability and cash flows. We could be subject to tax risks attributable to previous tax assessment periods. We could accrue unanticipated tax expenses in relation to previous tax assessment periods which have not yet been subject to a tax audit or arecurrently subject to a tax audit. In such tax audits, the tax laws or relevant facts could be interpreted by the tax authorities in a manner deviating from therelevant company's view. As a result, the tax authorities could revise original tax assessments, which would cause our tax expense to increase, possiblymaterially, thereby reducing our profitability and cash flows. 13 Risks Related to our Business and Operations in India A substantial portion of our business and operations are located in India; 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 affectingIndia. 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 2014,has announced policies and taken initiatives that support the continued economic liberalization policies that previous governments have pursued. The rateof economic liberalization could change, and specific laws and policies affecting food companies, foreign investments, currency exchange rates and othermatters affecting investments in India could change as well. Further, protests against privatizations and government corruption scandals, which have occurredin the past, could slow the pace of liberalization and deregulation. A significant change in India’s policy of economic liberalization and deregulation or anysocial or political uncertainties could significantly harm business and economic conditions in India generally and our business and prospects. The Reserve Bank of India and the Ministry of Finance of the Government of India withdrew the legal tender status of INR 500 and INR 1,000currency notes pursuant to notification dated November 8, 2016. The short-term impact of these developments has been, among other things, a decrease inliquidity of cash in India. There is uncertainty on the long-term impact of this action. The short- and long-term effects of demonetization on the Indianeconomy and our business are uncertain and may have a negative effect on our business, results of operations and financial condition. The Indian government levied GST on sales of branded food products in second half of 2017 resulting in supply chain disruption and also extendedoperating cash cycle. Business environment (including legal and regulatory) in India is continuously evolving and there are new laws, regulations and /or ordinances beingenacted like demonetization, GST, bankruptcy laws, new and updated banking regulations in India etc. which has a significant impact on the Company’sbusiness. These and continuing changes by the Indian administration have impacts which are not essentially positive for the business environment, asinitially anticipated. All these changes have the potential to create an untested and unfavorable situation for our business, where the impact to our business is unknown.Some vendors have attempted to use and misuse some of these laws against us. However, these can happen again and create a negative impact on thebusiness. The Reserve Bank of India in 2018, promulgated the revised framework and guidelines for ‘loan asset’ identification, classification and provisioningfor commercial banks in India. Businesses including ours (and individuals) across India, have faced cash management issues in the rapidly evolvingregulatory regime in India since early part of fiscal of 2017. As a result, certain of our Indian lenders have classified our loan balances as Non-performingassets (NPAs). This continued impasse with the Indian banks can result in revenues of the Indian subsidiary being severely impacted. The Indian companyhas been working pro-actively to negotiate the reclassification of its loans with Indian lenders. Collateral offered to banks, being factory land (9 acres out of17 acres), has been licensed and approved for conversion to residential real estate. This has infact, increased the value of the security for banks and at thesame time gives us the opportunity to monetize the asset and reduce the loans in future. However, amidst regulatory and credit tightening, the Indian lenderbanks have not agreed to reclassify loans extended to us into working capital and real estate loans. 14 The Government of India has previously banned the export of certain of our products, and future changes in the regulation of our sales tointernational markets may harm our results of operations and financial condition. We generated 65.3% of our revenue in fiscal 2018 from products we sold outside India. As such, a portion of such international revenue is subject tothe Government of India’s export control laws. Unfavorable changes in, or interpretations of, existing Indian laws, rules and regulations, or the adoption ofnew Indian laws, rules and regulations applicable to us and our business, may harm our results of operations and financial condition. Such unfavorablechanges could decrease our ability to supply our products, increase our costs or subject us to additional liabilities. For example, from October 2007 toSeptember 2011, the Government of India prohibited the export of non-Basmati rice from India. In addition, the Government of India has in the past and mayin the future impose export duties or other export restrictions on our products that could harm our business and financial condition. The Government of Indiaalso determines the Minimum Export Price (“MEP”), which is the minimum price below which rice (except Basmati rice) cannot be exported from India, andso could at any time increase the prices at which we may sell our non-Basmati rice products outside India. While the Government of India terminated theMEP for Basmati rice in July 2012, the Government of India may in the future reinstitute the MEP for Basmati rice. Any increase or reinstitution of the MEPabove our then current prices could decrease our international sales and harm our results of operations and financial condition. In addition, any other dutiesor tariffs, adverse changes in export policy or other export restrictions enacted by the Government of India and related to our international business couldharm our results of operations and financial condition. As the Indian market constitutes a significant source of our revenue, a slowdown in economic growth in India could cause our business to suffer. In fiscal 2018, we derived 34.7% of our revenue from sales in India. Based on latest information from the CIA World Factbook, estimates forconsumer inflation in India was 3.8% in 2017 and 4.5% in 2016. The performance and growth of our business are necessarily dependent on economicconditions prevalent in India, which may be significantly harmed by political instability, regional conflicts and economic slowdown elsewhere in the worldor otherwise. The Indian economy 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, any future slowdown in the Indian economy could harm the demand forthe products we sell and, as a result, harm our results of operations and financial condition. 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, 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, whichinclude the need for substantial infrastructure development and improved access to healthcare and education. If India’s economic growth cannot be sustainedor otherwise slows down significantly, our business and prospects could be significantly harmed. Restrictions on foreign investment in India may prevent us and other persons from making future acquisitions or investments in India, which mayharm our results of operations and financial condition. 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 resident inIndia to Amira India. Under current Indian regulations, transfers of shares between non-residents and residents are permitted (subject to certain exceptions) ifthey 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 is required. We may not be able to obtain any required approval from the Reserve Bank of India or any other Indian regulatoryauthority on favorable terms or at all. 15 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. AmiraMauritius, which is considered a non-resident entity under applicable Indian laws, directly holds a majority of Amira India’s equity shares. Accordingly, anydownstream investment by Amira India into another Indian company will have to comply with conditions applicable to such Indian entity, in accordancewith the consolidated foreign direct investment policy. While we believe that these regulations will not have any material impact on our operations in India,these requirements, which currently include minimum valuations for Indian company shares and restrictions on sources of funding for such investments, mayrestrict our ability to make further equity investments in India, including through Amira Mauritius and Amira India. Natural or man–made calamities and health epidemics could have a negative impact on the Indian economy and cause our business to suffer. A substantial portion of our operations, employees and customers are located in India, which has historically experienced natural or man-madecalamities such as earthquakes, tsunamis, floods, climate change and drought. In December 2004, Southeast Asia, including both the eastern and westerncoasts of India, experienced a massive tsunami, and, in October 2005, the State of Jammu and Kashmir experienced an earthquake, both of which causedsignificant loss of life and property damage. The extent and severity of these natural or man-made disasters determines their impact on the Indian economy.Natural or man-made disasters may occur in the future and may have an adverse effect on our business. In recent years, certain regions of the world, including India and several other countries in which we operate, have experienced outbreaks of swineflu caused by the H1N1 virus. Any future outbreak of swine flu or other health epidemics may restrict the level of business activity in affected areas whichcould adversely affect our business. Adverse weather, disease, pests and over farming in India could reduce the general availability of paddy, which may affect our operations andgrowth plans. Although Basmati rice is not entirely dependent upon a successful monsoon, the consistent failure of monsoons in India, extreme flooding, adverseweather or other natural calamities may harm the production of Basmati and other paddy. In addition paddy farmers could shift their production to othercrops, resulting in a drop in paddy production. Such adverse weather and supply conditions may occur at any time and create volatility for our business andresults of operations. Crop diseases and pest infestations may also affect production; such events may vary in severity, depending on the stage of productionat the time of infection or infestation, the type of treatment applied and climatic conditions. Major diseases and pests such as leaf blight, sheath blight, smut,blast, rice tango virus and stern borer affect our suppliers’ production. The costs to control these diseases and other infestations vary depending on theseverity of the damage and the extent of the plantings affected. The available technologies to control such diseases and infestations may not continue to beeffective. Furthermore, the continued use of intensive irrigated rice-based cropping systems in producing paddy may cause deterioration of soil health andproductivity. Any of these risks can affect the availability and current and future cost of paddy. The future growth of our business depends upon our ability toprocure quality paddy on a timely basis. We may not be able to procure all of our paddy requirements, and our failure to do so would harm our business,results of operations and financial condition. Water or power shortage or other interruptions in utility supply issues in India could disrupt our processing and harm our business, results ofoperations and financial condition. Our processing facility and our storage and distribution facilities require a continual supply of utilities such as water and electricity. Our processingfacility and most of our storage and distribution facilities are located in India, and the Indian authorities may ration the supply of utilities. Interruptions ofwater or electricity supply could result in temporary shutdowns of our storage, processing, packaging and distribution facilities. Any major suspension ortermination of water or electricity or other unexpected service interruptions could significantly harm our business, results of operations and financialcondition. Terrorist acts and other acts of violence involving India or other neighboring countries could significantly harm our operations directly, or mayresult in a more general loss of customer confidence and reduced investment in these countries that reduces the demand for our products. 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. 16 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 may not be sufficient to protect usfrom terrorist attacks or business interruptions caused by terrorist attacks, violence, acts of war, civil unrest, hostilities or other reasons. Stringent labor laws in India may harm our ability to have flexible human resource policies; 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 our operations. We may also experiencelabor unrest in the future, which may delay or disrupt our operations. If such delays or disruptions occur or continue for a prolonged period of time, ourprocessing capacity and overall profitability could be negatively affected. For instance, in May 2005, certain workers at our processing facility declared astrike to demand higher wages and enhanced labor policies, and to protest certain workforce reductions. The strike was called off in 2006, but certain of suchworkers’ claims are currently pending adjudication before the Gurgaon Labour Court and the outcome of such adjudication may not be favorable to us. Wealso depend on third party contract labor. It is possible under Indian law that, despite our having made appropriate payment to the contractors, we may beheld liable for wage payments to these laborers if their contractors default on payments to the laborers. Liability for any non-payment by contractors mayharm our business and results of our operations. In addition, an industrial court or tribunal in India could direct us to absorb our contract workers aspermanent employees and the government of a state in India may prohibit the employment of contract labor. If we are required to employ contract workers onthe same terms as our permanent employees, this may increase our costs. Changing tax laws, rules and regulations and legal uncertainties in India, including adverse application of tax laws, may adversely affect ourbusiness and financial performance. The regulatory and policy environment in which our business in India operates is evolving and subject to change. Such changes, including the fewinstances (which are only illustrative and not exhaustive) briefly mentioned below, may adversely affect our business, financial condition, results ofoperations and prospects, to the extent that we are unable to suitably respond to and comply with such changes in applicable law and policy: ·The General Anti Avoidance Rules, are scheduled to come into effect from April 1, 2017. The intent of this legislation is to prevent businessarrangements set up with the intent to avoid tax incidence under the IT Act. In the absence of any precedents on the subject, the application of theseprovisions is uncertain. ·The Government of India has issued revised Income Computation and Disclosure Standards ("ICDS") that will be applied in computing taxableincome and payment of income taxes thereon, applicable with effect from the assessment period for the Fiscal Year 2017. ICDS shall apply to alltaxpayers following an accrual system of accounting for the purpose of computation of income under the heads of "profits and gains of business orprofession" and "income from other sources". Such specific standards for computation of income taxes in India are relatively new, and the impact ofthe ICDS on our results of operations and financial condition is uncertain. 17 ·The Indian Parliament has recently approved the adoption of a comprehensive national goods and services tax ("GST"), regime that will combinetaxes and levies by the central and state governments into a unified rate structure. It is not clear, however, how the GST will be applied andimplemented, and there can be no assurance that the GST will not result in significant additional taxes being payable, which in turn, may harm ourresults of operations and financial conditions. ·The Government of India has also amended its rules which determine the 'tax residency' of a company in India with effect from April 1, 2017.Previously, a foreign company could be a tax resident of India only if its control and management was situated wholly in India. Under the amendedrules, a company will be treated as tax resident of India if (i) it is an Indian company; or (ii) its place of effective management ("POEM") is in India.POEM is defined in the Income Tax Act, 1961, to mean a place where key management and commercial decisions that are necessary for the conductof the business of an entity as a whole are, in substance, made. The Government of India has also issued the final guidelines for determining thePOEM of a company on January 24, 2017. The applicability of the amended rules and the treatment of our subsidiaries under such rules is uncertain. The impact of any or all of the above changes to Indian legislation on our business cannot be fully determined at this time. Uncertainty in theapplicability, interpretation or implementation of any amendment to governing law, regulation or policy may impact the viability of our current business orrestrict our ability to grow our business in the future. Further, if we are affected, directly or indirectly, by the application or interpretation of any provision ofsuch laws and regulations or any related proceedings, or are required to bear any costs in order to comply with such provisions or to defend such proceedings,our business results of operations and financial condition may be adversely affected. Risks Related to Our Operations Any decline in the market price of Basmati rice while held by us for aging could harm our results of operations and financial condition. The Basmati rice industry is cyclical and dependent on the results of the Basmati paddy harvest, which occurs for only seven months of the year(September to March). We purchase Basmati paddy from farmers through government regulated agricultural produce markets or through licensedprocurement agents and then process it throughout the year. A unique feature of Basmati rice is that its quality is perceived to improve with age. Our Basmatirice is sold as much as 12 months or more (at times up to 24 months) after harvesting and generally commands a price premium. As a result, we typically allowour Basmati paddy to age from six to eight months and our processed Basmati rice to age for an additional four to six months before we sell it. If there is anyfall in the price of Basmati rice during the time we hold it for aging, we may not be able to recover, or generate the same margins from, our investment inBasmati paddy or processed rice, which may harm 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 our results ofoperations and financial condition. Numerous factors affect the wholesale price of Basmati rice, including weather, government policies such as the reintroduction of minimum supportprices and minimum export prices, changes in prices of other staples, seasonal cycles, pest and disease problems and balance of demand and supply.Furthermore, the highly fragmented nature of the Basmati rice industry in India limits the pricing power of individual companies. Any prolonged decrease inBasmati rice prices could harm our results of operations and financial condition. Currently, we are not able to hedge against such price risks since Basmatirice futures do not actively trade on any commodities exchange. Due to the seasonality of our business, our operating results may vary over interim periods. Our revenue is typically higher from October through March than from April through September. We procure most of our Basmati paddy betweenSeptember and March. Our business requires a significant amount of working capital primarily due to the fact that a significant amount of time passesbetween when we purchase Basmati paddy and sell finished Basmati rice. Accordingly, we maintain substantial levels of working capital indebtedness that issecured by our inventory. Therefore, our revenues and cash flows are affected by seasonal cyclicality. 18 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 Basmati paddy (or rough, unprocessedBasmati rice) in the organized and government-regulated agricultural produce markets in India known as “mandis.” These agents may not be able to procurethe quantities required for our business while maintaining our quality standards. We have adopted standard operating procedures with respect to purchases,which include training and monitoring the performance of these agents, but we have no direct control over their purchasing activities. Any failure by theseagents to deliver the right quantities or quality of Basmati paddy at the right price could harm our results of operations and financial condition. In addition,we typically enter into oral, non-binding agreements with these agents for the services they provide, and we may not be able to maintain these arrangementson substantially the same terms, if at all, which could harm our business, results of operations and financial condition. In addition, despite the recent trend of consolidation in the Indian market for Basmati rice, the Basmati paddy market remains relatively fragmentedand includes organized and unorganized suppliers such as small family owned farms. We expect this fragmentation to continue for the foreseeable future.These smaller companies may not be able to maintain a required flow of Basmati paddy to us should our volume requirements rapidly increase. If we areunable to buy from these agents sufficient Basmati paddy which meets our quality requirements, we may not be able to process and sell as much finished riceas we planned or promised to our customers, which could harm our reputation with these customers, as well as our business and results of operations. We currently 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 inhibit our ability to fill orders for our products. We operate a single processing and packaging facility in Gurgaon, near New Delhi, India. Any significant disruption at this facility for any reason,including regulatory requirements, the loss of certifications or approvals, technical difficulties, labor disputes, war or civil disorder, power interruptions orother infrastructure failures, fires, earthquakes, hurricanes or other force of nature, could disrupt our ability to supply our products and significantly harm ourbusiness, results of operations and financial performance. We also heavily depend upon a limited number of third party processing facilities to produceproducts responsible for substantial portions of our revenue, some of which facilities are owned by our competitors. These facilities are subject to their ownunique operational and financial risks, which are out of our control. We have no production agreements with these third party processing facilities, and canprovide no assurance that we will be able to use their processing capacity to produce our products. If any of these processors choose not to provide usprocessing services, we may need to find and enter into arrangements with one or more replacement processors. Finding alternate processing facilities couldinvolve significant delays and other costs and these sources may not be available to us on reasonable terms or at all. Any disruption of processing orpackaging could delay delivery of our products, which could harm our business, results of operations and financial condition. We generally do not enter into long-term or exclusive supply contracts with our Basmati rice and other customers or with our distributors. Failureto receive timely repeat orders from our customers or our distributors may harm our business. 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, other marketindicators and management estimates to predict demand, which is particularly difficult as we expand into new markets. We usually expand our procurementoperations based on a trend of historical growth and delivery, but we may not receive purchase orders commensurate with our expanded operations onsubstantially the same terms, or at all, and we may not get expected repeat orders from our customers. As a result, we are vulnerable to volatility in marketdemand, which could harm our business and results of operations. 19 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 based ontheir interactions with retailers and consumers. If our distributors do not accurately predict the demand for our products, delay in placing orders with us, failto market our products successfully or choose to market the products of our competitors instead, such actions could harm our business growth and prospects,financial condition and results of operations. Further, our inability to maintain our existing distributors or to expand our distribution network in line with ourgrowth strategy could harm our business, results of operations and financial condition. We derived 37.0% of our total revenue from our top five customers and distributors in fiscal 2018; the loss of the revenue from any such customerwould harm our results of operations and financial condition. Our top five customers and distributors accounted for 37.0%, 24.0% and 30.4% of our total revenue for fiscal 2018, 2017 and 2016, respectively. Weanticipate 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 obligating them to buy product from us. Our inability to maintain orfurther develop our relationships with our key customers and distributors would harm our results of operations and financial condition. Moreover, changes inthe strategies of our largest customers, including a reduction in the number of brands they carry or a shift to competitors’ products, could harm our sales. Production of paddy is subject to risks related to potential climate change such as global warming. Agriculture is extremely vulnerable to climate change, including large-scale changes such as global warming. Global warming is projected to have asignificant impact on conditions affecting agriculture, including temperature, carbon dioxide concentration, precipitation and the interaction of theseelements. Higher temperatures may eventually reduce yields of desirable crops while encouraging weed and pest proliferation. Increased atmospheric carbondioxide concentration may lead to a decrease in global crop production. Changes in precipitation patterns increase the likelihood of short-run crop failuresand long-run production declines. While crop production in the temperate zones may reap some benefit from climate change, crop production in the tropicaland subtropical zones appears more vulnerable to the potential effects of global warming. Even a high degree of farm-level adaptation by the suppliers of ourpaddy may not entirely mitigate such negative effects. All of our paddy is grown in tropical and subtropical areas. As a result, all of our suppliers’ productionis particularly susceptible to climate change in these areas. Rapid and severe climate change may decrease our suppliers’ crop production, which maysignificantly harm our business, results of operations and financial condition. Improper storage, processing and handling of our paddy or rice could damage our inventories and, as a result, harm our business and results ofoperations. We typically store paddy in covered warehouses or in bags placed on open-air, raised plinths (or platforms) 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 on open-air plinths, above-average rains may still harm the quality and value of paddy stored in thismanner. 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 to lowerrevenue. The development of our new processing facility is subject to various risks; we may not be able to complete the facility as planned or on schedule. As part of our growth strategy, we intend to develop a new processing facility in India. We estimate the cost to be approximately $64 million in totaland we intend to rely on outside funding for this facility. Our plans remain subject to certain potential problems and uncertainties, including availability offinancing, increased costs of equipment or manpower, completion delays due to the need to find an appropriate location for the facility at acceptable costs, alack of required equipment, financing permits or approvals or other factors, defects in design or construction, changes in laws and regulations or othergovernmental action, cost overruns, accidents, natural calamities and other factors, many of which may be beyond our control. Any delays in completing thisfacility could result in our loss or delayed receipt of revenue, as well as increases in financing and construction costs. Our proposed expansion will alsorequire significant time and resources from our management team. Any failure by us to meet revenue or income targets may require us to reconsider ourdevelopment plans. If these plans do not proceed as planned, our business, results of operations and financial condition may be harmed. Even if completed,our new processing facility may not yield the expected or desired benefits in terms of process and cost efficiencies, or an expansion in our business. We willalso incur additional fixed 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 our results of operations and profitability. 20 We rely upon independent third party transportation providers for substantially all shipments through our supply chain and are subject toincreased 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, as well as from distribution facilities to market. These transportations are primarily made by truckswithin the same country and by ship between countries. Our use of these delivery services for our shipments subjects us to many risks, including increases infuel prices, which would increase our shipping costs, and employee strikes and inclement weather, which may impact our shippers’ ability to provide deliveryservices that adequately meet our shipping needs. If we change the shipping companies we use, we could face logistical difficulties that could delaydeliveries, and we would incur costs and expend resources in connection with such change. Moreover, we may not be able to obtain terms as favorable asthose received from our current independent third party transportation providers, which in turn would increase our costs. Employee shortages and rising employee costs may harm our business and increase our operation costs. As of March 31, 2018, we employed 209 persons (including 35 employees in locations outside of India) to perform a variety of functions in ourdaily operations. Lower labor costs in India provide us with a cost advantage. However, we have observed an overall tightening of the employee market andan emerging trend of shortage of labor supply. Failure to obtain stable and dedicated employee support may cause disruption to our business that harms ouroperations. Furthermore, employee costs have increased in India in recent years and may continue to increase in the near future. To remain competitive, wemay need to increase the salaries of our employees to attract and retain them. Any increase in employee costs may harm our results of operations and financialcondition. Loss of key personnel or our inability to attract and retain additional key personnel could impair our ability to execute our growth strategy, harmour product development effort 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, couldslow the execution of our business strategy, including expansion into new target markets, and our development and commercialization of new products. If weare not able to attract and retain the necessary personnel to accomplish our business objectives, the resulting staffing constraints will harm our ability toexpand, satisfy customer demands for our products and develop new products. Competition for such personnel from numerous companies may limit ourability to attract and retain them on acceptable terms, or at all, and we have no “key person” insurance to protect us from any losses of personnel. 21 Our operations are highly regulated in the areas of food safety and protection of human health and we may be subject to the risk of incurringcompliance costs as well as 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 a recent focus in the U.S. on the potential levels of arsenic in rice and the Food and Drug Administration (“FDA”) hasindicated that it will evaluate strategies designed to limit arsenic exposure from rice and rice products. In December 2013, FDA issued an import alertenabling it to detain shipments of Indian Basmati rice for compulsory testing for residue of certain pesticides. While Amira is currently exempted from theimport alert, FDA’s interest in Indian Basmati rice could impact our business. While the U.S. Environmental Protection Agency (“EPA”), which establishesthe Maximum Residue Limit (“MRL”) for pesticide residue allowed in food imported into the U.S., has yet to set an MRL for most of the pesticides used byIndian farmers to protect Basmati rice from pests, it has recently set an import tolerance for tricyclazole in Indian Rice at 3.0 parts per million (“PPM”). Forother pesticides without an MRL, however, if even 0.01 PPM are detected in any rice shipments into the U.S. they will be rejected by FDA. FDA’senforcement activities have not, to date, materially affected our business or the results of our operations because our sales of Basmati rice in the United Stateshave been limited, representing less than 13.0% in fiscal 2018. However, FDA’s regulatory activities may limit our growth in the U.S. Until FDA’s regulationof Basmati rice is resolved, there can be no assurance as to what additional measures, if any, may be taken by FDA or any other regulatory body and theimpact of any such measures. To stay compliant with all of the laws and regulations that apply to our operations and products, we may be required in thefuture to modify our operations or make capital improvements. Our products may be subject to extensive examinations by governmental authorities beforethey are allowed to enter certain regulated markets, which may delay the processing or sale of our products or require us to take other actions, includingproduct recalls, if we or the regulators believe any such product presents a potential risk. If we are granted access to any such regulated market, maintainingregulatory compliance there may be expensive and time consuming, and if approvals are later withdrawn for any reason, we may be required to abruptly stopmarketing certain of our products there, which could harm our business, results of operations and financial condition. In addition, we may in the futurebecome subject to lawsuits alleging that our operations and products cause damage to human health. We rely on certifications by industry standards-setting bodies; loss of a certification could reduce our sales. Certifications are not compulsory in the rice industry. However, some of our customers require us to have one or more internationally recognizedcertification. We have received an ISO 9001:2008 quality system certification and an ISO 22000:2005 food safety management certification for our riceprocessing facility, and an SQF Certificate. In addition, we have received certifications from BRC Global Standards and the U.S. Food and DrugAdministration, as well as being Kosher certified, and have received a certificate of approval for the export of Basmati rice by the Export Inspection Councilof India. We incur significant costs and expenses, including any necessary upgrades to our manufacturing facilities, associated with maintaining thesecertifications. If we fail to maintain any of our certifications, our business may be harmed because our customers that require them may stop purchasing someor all of our products. We also have organic certifications for our rice products from Ecocert India Private Limited, an international certification body that certifies ourcompliance with the requirements of the EU, Regulations and as per the USDA National Organic Program’s Organic Standards. Our historical and future international sales to certain non-U.S. customers, including independent resellers, expose us to special risks associatedwith operating in particular countries. If we are not in compliance with applicable legal requirements, we may be subject to civil or criminalpenalties 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 did not used anyproceeds, directly or indirectly, from our IPO to fund any activities or business with any sanctions target. In compliance with Indian laws, Amira India and ourother non-U.S. subsidiaries have sold rice to independent non-U.S. customers in international markets that resell products to their own customers, whichcustomers may have included private customers in Iran, Syria and other countries in the region. Iran and Syria are currently sanctions targets. In fiscal year2018 and 2017, there were no sales to Iran, Syria and Sudan. Currently, direct and indirect sales of rice into Iran are allowed under an OFAC general licenseissued 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, whichprimarily administers U.S. restrictions on exports or re-exports to Syria. Therefore, we believe we are in compliance with U.S. Economic Sanctions Laws. Webelieve that we conducted our historical activities in compliance with applicable U.S. Economic Sanctions Laws in all material respects; however, it ispossible that U.S. authorities could view certain of our past transactions to have violated U.S. Economic Sanctions Laws. If our activities are found to violateapplicable sanctions or other trade controls, we may be subject to potential fines or other sanctions. For example, a violation of OFAC’s Iran regulationscould currently result in a civil monetary penalty of up to the greater of $250,000 or twice the value of the transaction involved. We intend to conduct ourbusiness activities in compliance with all applicable laws and regulations. We will continue to monitor developments in countries that are the subject ortarget of any of these laws or regulations so that our sales to Sanction Targets will be conducted in compliance with all applicable law. 22 We are also subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), which prohibits U.S. companies and their intermediaries from bribing foreignofficials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and other laws concerning our international operations.Legislation in other jurisdictions contains similar prohibitions, although varying in both scope and jurisdiction. Although our U.S. subsidiary only transactsbusiness in the U.S., we operate in many parts of the world that have experienced governmental corruption to some degree, and, in certain circumstances,strict compliance with anti-bribery laws may conflict with local customs and practices, which may negatively impact our results of operations. We have adopted and are in the process of continuous improvement and strengthening of the formal controls and procedures to ensure that we are incompliance with OFAC, FCPA and similar laws, regulations and sanctions. The implementation of such controls and procedures could result in the discoveryof issues or violations with respect to the foregoing by us or our employees, independent contractors, subcontractors or agents of which we were previouslyunaware. Any violations of these laws, regulations and procedures by our employees, independent contractors, subcontractors and agents could expose us toadministrative, civil or criminal penalties, fines or restrictions on export activities (including other U.S. and Indian laws and regulations as well as foreignlaws). A violation of these laws and regulations, or even an alleged violation, could harm our reputation and cause some of our U.S. investors to sell theirinterests in our company to be consistent with their internal investment policies or to avoid reputational damage, and some U.S. institutional investors mightforego the purchase of our ordinary shares, all of which may negatively impact the trading prices of our ordinary shares. We may incur significant costs to comply with environmental, health and safety laws and regulations; failure to comply could expose us tosignificant liabilities. We are subject to a variety of environmental, health and safety laws and regulations in India and in the other locations in which we operate.Although we have implemented procedures to comply with these laws and regulations, we cannot be sure that our measures are compliant or capable ofeliminating the risk of injury or contamination from the use, generation, manufacture, or disposal of our products. In the event of contamination or injury, wecould be held liable for any resulting damages, and any liability could exceed our insurance coverage. Violations of environmental, health and safety lawsmay occur as a result of human error, accident, equipment failure or other causes. Environmental proceedings had been initiated against Amira India beforethe District Court, Gurgaon, India, alleging that Amira India’s failure to make proper arrangements for the disposal of ash and straw by products of its riceprocessing operations had caused air and noise pollution. We have taken corrective measures and. since then we have obtained renewal approvals under theIndian Air (Prevention and Control of Pollution) Act, 1981 and the Indian Water (Prevention and Control of Pollution) Act, 1974, and the current approvalsare valid until March, 31, 2021. However, similar or other allegations or legal proceedings may be initiated against us in the future relating to non-compliance with applicable environmental laws. Compliance with applicable environmental health and safety laws and regulations may be expensive, and the failure to comply could result in theimposition of fines, regulatory oversight costs, third party property damage, product liability and personal injury claims, investigation and remediation costs,the suspension of production, or a cessation of operations, and our liability may exceed our total assets. We expect to encounter similar laws and regulationsin most if not all of the countries in which we may seek to establish production capabilities or operate and the scope and nature of these laws and regulationswill likely be different from country to country. Environmental, health and safety laws could become more stringent over time, requiring us to change ouroperations or incur greater compliance or capital costs, or could provide for increased penalties for violations, all of which could impair our research,development or production efforts and harm our business. The costs of complying with environmental, health and safety laws and regulations and any claimsconcerning noncompliance, or liability arising thereunder, could significantly harm our results of operations or financial condition. 23 We may become subject to lawsuits or indemnity claims, including those related to class action suits, product contamination and product liability,which could harm our business and results of operations. From time to time, we may be named as a defendant in lawsuits, claims and other legal proceedings. These actions may seek, among other things,compensation for alleged personal injury, workers’ compensation, employment discrimination, breach of contract, infringement of the intellectual propertyrights of others, or civil penalties and other losses of injunctive or declaratory relief. In the event that such actions or indemnities are ultimately resolvedunfavorably for amounts exceeding our accrued liability, or are otherwise significant, the outcome could harm our reputation, business and results ofoperations. In addition, payments of significant amounts, even if reserved, could harm our liquidity. 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, these kinds of events could result in cancellation of contracts by our customers or the recall ofproducts. We may also be sued for defects resulting from errors of our commercial partners or unrelated third parties, and any product liability claim broughtagainst us, regardless of its merit, or product recall could result in material expense, divert management’s attention, and harm our business, reputation andconsumer confidence in our products. 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 relatingto personal accident, burglary, medical payments, product liability and marine cargo, including transit cover covering certain employees, office premises andconsignments of rice. In addition, the inventory stored at our processing facility and warehouses is insured against fire and other perils such as earthquake,burglary and floods, and we have fire and allied perils insurance coverage for business interruptions at our milling facility. Additionally, we maintaininsurance policies that provide coverage for class action litigation resulting from claims made against us in connection with the offer and sale of oursecurities. However, any claim under our insurance policies maintained by us may be subject to certain exceptions, may not be honored fully, in part, in atimely manner or at all, and we may not have purchased sufficient insurance to cover all losses that we may incur. For instance, a majority of our inventoryconsists of paddy and rice. In the event our inventory is not appropriately stored or is affected by fires or natural disasters such as floods, storms orearthquakes, our inventory may be damaged or destroyed, which would harm our results of operations. In addition, if we were to incur substantial liabilities orif our business operations were interrupted for a substantial period of time, we could incur costs and suffer losses. Our insurance policies may not cover suchinventory and business interruption losses. Additionally, in the future, insurance coverage may not be available to us at commercially acceptable premiums,or at all. We have been recently subject to short sale attacks which could harm our reputation and negatively affect our operations. In February 2015 and July 2015, we were subject to short sale attacks by a short seller firm. As a result of the short sale attack, we have been subjectto two shareholder class action lawsuits before the United States District Court for the Central District of California. See “Business‒Legal Proceedings.” Theshort sale attack and the ensuing shareholder litigation, resulted in a significant decrease in the value of our shares, exposed us to significant litigation costs,diverted our management's attention from day-to-day operations and negatively affected our credibility and reputation, which in turn disrupted ouroperations and relationships and negatively impacted our ability to effectively market, distribute and sell our products in various jurisdictions and negativeeffect on our business, financial condition and results of operations. We may be exposed to additional short sale attacks in the future which could result inoperational and reputational harm, which in turn could negatively affect our business, financial condition and results of operations and credit ratings. Seealso “Management's Discussion and Analysis of Our Financial Condition and Results of Operations‒Factors Affecting Our Results of Operations.”24 Risks Related to Our Public Company Status 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 reporting obligationsthat, 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 thatare applicable to U.S. public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations inrespect of a security registered under the Exchange Act, (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownershipand trading 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 thefiling with the Securities and Exchange Commission of quarterly reports on Form 10-Q containing unaudited financial and other specified information, orcurrent reports on Form 8-K, upon the occurrence of specified significant events. We intend to furnish reports to the Securities and Exchange Commission onForm 6-K which contain our six month results for the period ending September 30 of each year, for so long as we are subject to the reporting requirements ofSection 13(g) or 15(d) of the Exchange Act, although the information we furnish is not as frequent or the same as the information that is required in quarterlyreports on Form 10-Q for U.S. domestic issuers. In addition, while U.S. domestic issuers that are not large accelerated filers or accelerated filers are required tofile their annual reports on Form 10-K within 90 days after the end of each fiscal year, for the fiscal years ending on or after December 15, 2011, foreignprivate issuers are not required to file their annual report on Form 20-F until four months after the end of each fiscal year. Foreign private issuers are alsoexempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. Although we intend to makeinterim reports available to our shareholders in a timely manner, investors in our securities may not have the same protections afforded to shareholders ofcompanies 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 corporate governancerequirements 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 (BVI)corporate governance practices in lieu of certain New York Stock Exchange requirements, including the requirements that (1) a majority of the Board ofDirectors consist of independent directors, (2) a nominating and corporate governance committee be established that is composed entirely of independentdirectors and has a written charter addressing the committee’s purpose and responsibilities, (3) a compensation committee be established that is composedentirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, and (4) an annual performance evaluationof the nominating and corporate governance and compensation committees be undertaken. A foreign private issuer must disclose in its annual reports filedwith the Securities and Exchange Commission each significant New York Stock Exchange requirement with which it does not comply followed by adescription of its applicable home 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 are meeting the New York Stock Exchange’s requirementswithout making use of the above-mentioned exemptions, unless otherwise disclosed. However, in the future we may rely on certain exemptions. Suchpractices may afford less protection to holders of our ordinary shares. 25 If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reportingobligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, causeinvestors to lose confidence in our reported financial information and have a negative effect on the market price of our 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, and effected by our Board of Directors, management and other personnel, to provide reasonable assurances regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with IFRS. We are aware that deficiencies in our internal controlsmay adversely affect our management’s ability to record, process, summarize, and report financial data on a timely basis. 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 requires annualmanagement assessments of the effectiveness of our internal controls over financial reporting. In addition, we are required by Section 404 of the Sarbanes-Oxley Act of 2002 to include an auditor’s attestation report on our internal control over financial reporting in our annual reports on Form 20-F. On management testing done by us, no significant weaknesses was detected by the management. The process of designing and implementingeffective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatoryenvironments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a publiccompany. 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 financialreporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm ouroperating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negativeeffect on the market price of our ordinary shares. 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 new rulessubsequently implemented by the Securities and Exchange Commission, has required changes in corporate governance practices of public companies. Theserules and regulations have increased our legal, accounting and financial compliance costs and make certain corporate activities more time-consuming andcostly. In addition, we have incurred or may incur in future additional costs associated with our public company reporting requirements. We continue toevaluate and monitor developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or thetiming of such costs. ITEM 4.INFORMATION ON THE COMPANY Overview We are a leading global manufacturer, marketer and distributor of branded packaged specialty rice and other related food products, with sales acrossfive continents around the world. We generate the majority of our revenue through the sale of Basmati rice, a premium long-grain variety of rice grown onlyin the geographically indicated region of the Indian sub-continent, as well as other specialty rice. We sell our products under our flagship Amira brand, aswell as under other Company owned brands and third party brands. We have expanded our product offerings in recent years to include other value-addcategories such as edible oils and organics. We also sell other products such as wheat, barley, legumes and other produce to large institutional customers. Ourfourth generation leadership has built on a rich, century-old legacy and transformed Amira from a local family-run business to a publicly-listed globallyfocused packaged food company with a global leadership position in the high growth Basmati rice sector. Under our current leadership, we significantlyexpanded our footprint in India and internationally. We completed an initial public offering (“IPO”) in October 2012 and our shares are listed on the NewYork Stock Exchange with the stock symbol ANFI. 26 We primarily operate in the global packaged rice market and we have focused our efforts on premium, packaged, specialty rice, with a concentrationin Basmati rice, a long-grain aromatic rice with favorable health attributes that can be grown only in the geographically indicated region of the Indian sub-continent. The global rice market is a large, staple market with stable growth, while specialty rice and specifically Basmati rice benefits from premium pricingand increasing consumption patterns. The global rice market represented approximately $275 billion in value based on benchmark rice export prices for theinternational rice trade, according to statistics from Horizon Research in 2012. The Indian rice industry was valued at approximately $50 billion in wholesaleprices in 2013 according to the CRISIL equity research report on the Indian rice industry. CRISIL has also estimated the Indian Basmati rice market to beapproximately $6.9 billion in fiscal 2014, of which approximately 30% was sold in India and approximately 70% was sold internationally. In recent years,the Basmati rice segment has benefited from increased consumption trends both in India and internationally. According to information provided by APEDAAgri-exchange, WASDE and Jefferies LLC research estimates from September 2016, domestic consumption of Indian Basmati rice has increased at a 4.2%CAGR over the past 10 years, while international sales volumes of Indian Basmati rice have increased at a 3.7% CAGR over the same time period. We sell our products globally in both emerging and developed markets through a broad distribution network. Our Amira branded products arecurrently sold by retailers such as Bharti Retail, Big Bazaar, Carrefour, Costco, EDEKA, HEB, Jetro Restaurant Depot, Kaufland, Metro Cash & Carry,Morrisons, Publix, Reliance Retail Limited, REWE, Safeway Albertsons, Spencer’s Retail, Star Bazaar, Tesco, Waitrose, Walmart, Wegman’s and WholeFoods. In emerging markets, our products are sold by global retailers and regional supermarkets (the “modern trade”), as well as a network of small, privately-owned independent stores (the “general trade” or “traditional retail”). We maintain a strong distribution platform into the restaurant channel and have longstanding network of distributors, third party branded partners and institutional customers who sell our products throughout the world. Our third party brandedbusiness is often conducted under contracts with our customers, which enable us to have a high degree of visibility on our sales, volumes, margins andprofitability. We have successfully expanded our distribution platform to reach customers across five continents around the world and we continue to investresources to further establish the Amira brand as a premium, high quality, and packaged specialty rice brand. We also go to market under additional Companyowned brands and sub-brands such as Atry, Dum, Guru, Sadry, Sativa, Amira Good Length and Amira Daily Fresh, which allow us to sell at multiple channelsand various price points across the value chain to maximize our customer exposure. We have tailored our strategy to local market requirements andcontinuously focus on developing new value-added products to sell to our customers. We are vertically integrated and participate across the entire rice supply chain beginning with the procurement of paddy (unprocessed rice) to itsstorage, aging, processing into rice, packaging, marketing and distribution. We believe that our flexible, vertically integrated model provides us withsignificant advantages in ensuring stability of supply and maintaining quality control throughout the processing cycle. We have longstanding relationshipswith a large network of procurement agents and a large number of local Indian paddy farmers which allow us to consistently source high-quality paddy. Overthe past several years, we have also developed organic sourcing initiatives, which allow us to source and sell organic certified products in India, Europe andthe United States. Additionally, we have relationships with several independent rice millers throughout India from whom we supplement our productioncapacity to fully meet our product needs. Meanwhile, our international operations also source products from outside India from time to time. We believe thatour flexible, vertically integrated model provides us with significant advantages in ensuring stability of supply and maintaining quality control throughoutthe processing cycle. 27 We operate a sophisticated, fully automated and integrated processing and milling facility that is strategically located on nearly 20 acres of land inGurgaon, Haryana, India. The facility spans a covered area of approximately 310,000 square feet, with a processing capacity of approximately 24 metric tonsof paddy per hour. We also own 48.2 acres of land in nearby Karnal, Haryana, India in the vicinity of key Basmati rice paddy producing regions in northernIndia. We have plans for a new rice processing and milling facility in Karnal, Haryana, which we currently expect, when completed, will increase ourproduction capacity to more than 60 metric tons of paddy per hour. This increased production capacity will permit increased processing of higher marginearly stage products and increased economies of scale, which we expect to improve our margins. We were an “emerging growth company,” as defined in the JOBS Act, enacted on April 5, 2012 until the fifth anniversary of our IPO that expired in2018. We are required to comply with certain reporting requirements that apply to other public companies. For the fiscal year ended March 31, 2018, we had revenues of $413.9 million, adjusted EBITDA of $59.0 million, and adjusted profit after tax of$(3.5) million. In fiscal 2018, 2017 and 2016 our revenue was $413.9 million, $551.8 million and $563.4 million, respectively, our adjusted EBITDA was$59.0 million, $70.5 million and $74.7 million, respectively and our adjusted profit after tax was $(3.5) million, $35.1 million and $41.9 million,respectively. For the fiscal year ended March 31, 2018, we derived 34.7% of our revenue from sales in India, 52.9% from sales in the Europe, Middle East andAfrica, or EMEA region, 0.4% from sales in the Asia Pacific region (other than India), and 12.1% from sales in North America. See “Non-IFRS Financial Measures” for additional information regarding EBITDA, adjusted EBITDA, adjusted profit after tax and other Non-IFRSMeasures. For a reconciliation of Non-IFRS Measures to the most directly comparable IFRS measure, see “Summary Financial and Other Data.” Our Strengths We believe that the following competitive strengths have contributed to our expansion and strong track record and will continue to benefit us overtime: ·A Global Leader in the Attractive Packaged Specialty Rice Industry, and Primarily Basmati Rice. We are a leading global manufacturer,marketer and distributor of packaged specialty rice, and primarily Basmati rice, a premium specialty rice that is well known for its long-grain andappealing aroma, and which can only be grown in the geographically indicated region of the Indian sub-continent. Our leadership in the Basmatirice segment represents a distinct competitive advantage since Basmati is a premium rice variety with a long shelf life that generally commandshigher prices and is more profitable than other types of rice. The size of the Indian Basmati rice market is approximately $6.9 billion (CRISIL EquityResearch Report, 2014), while the overall global rice market is equal to approximately $275 billion (Horizon Research, 2012). Demand for Basmatirice has remained strong over the past 10 years with sales volumes of Indian Basmati rice in both the domestic Indian market and internationalmarkets increasing at more than a 3% CAGR during this time period. ·A Market Leader with a Differentiated Business Model. We believe that we have a unique opportunity within the global premium, packagedspecialty rice industry. As one of the few globally focused participants in the packaged rice category, we believe that we have the flexibility to reachcustomers with differentiated offerings across continents and within the various countries in which we operate. By utilizing our locally basedprofessional management teams, we believe that we are better able to provide localized solutions to our customers' product needs while alsomaximizing our capital allocation and marketing efforts. 28 ·Successful Track Record of Brand-Building and Product Innovation. We launched our flagship Amira brand in 2008 and have since rapidlyexpanded the presence of our Amira branded products across five continents around the world accounting for approximately $173.2 million inrevenue, or approximately 41.9% of our total revenue for the fiscal year ended March 31, 2018. Our Amira branded sales have grown at a 6.0%CAGR from $121.8 million for the fiscal year ended March 31, 2012 to $173.2 million for the fiscal year ended March 31, 2018. In 2011 and 2013,Planman Marcom recognized the Amira brand as one of only six food Power Brands in our Indian market. Separately, Inc. India, a leading Indianbusiness magazine identified Amira as one of India's fastest growing mid-sized companies multiple times since 2010. In 2013, Amira was voted asone of "Asia's Most Promising Brands" by WCRC group. In 2014-2015, VWP World Brand recognized the Amira Brand as "the Admired Brand ofIndia." We believe that our brand leadership in the Indian rice market is particularly advantageous, given the underlying strength of Indiandemographic and economic trends. India's rapidly growing middle class is expected to propel growth in the modern trade channel, which is a corefocus area that we expect will outgrow the overall market. In addition to our focus on marketing, we are consistently growing our Amira brandedpresence by introducing new products to sell to our customers and thereby driving further growth. ·Global Presence Across Five Continents. We currently sell our products across five continents around the world. We sell our products in Indiathrough a network of small privately-owned independent stores (the "general trade" or "traditional retail"), as well as global retailers and regionalsupermarkets (the "modern trade"). Additionally, we have been selling our products globally for almost forty years and we have built a strongdistribution platform throughout the emerging markets, utilizing a combination of direct sales and distributors to sell our products in the generaltrade and modern trade channels of these localized markets. We have also added substantially to our distribution efforts in the developed world andour products are now sold in many leading retailers in the United States, the United Kingdom and in Continental Europe. Our sales in India havegrown at a 4.2% CAGR from $112.0 million in the fiscal year ended March 31, 2012 to $143.5 million for the fiscal year ended March 31, 2018. Ourinternational sales have grown at a 3.7% CAGR from $217.0 million to $270.4 million over the same time period. Amira has been recognized inseveral years since 2010 by the World Economic Forum as a Global Growth Company, an invitation-only community consisting of approximately300 of the world's fastest growing companies, including illycaffe S.p.A. and Intralinks. ·Deep Relationships with Broad Customer Base. We have been operating continuously in India for more than one hundred years and we have beenselling our products internationally for nearly forty years. Our experiences have allowed us to develop a deep and extensive customer base withstrong relationships among our large international and regional customers who market our products under our brand names, as well as their own.These relationships have provided us a deep understanding of consumer preferences in numerous markets worldwide. Our ability to consistentlydeliver large quantities of high-quality products globally in a timely manner has been essential to our success in our Amira branded, third-partybranded and institutional businesses. Our products are sold across five continents around the world by many leading retailers such as Bharti Retail,Big Bazaar, Carrefour, Costco, EDEKA, HEB, Jetro Restaurant Depot, Kaufland, Metro Cash & Carry, Morrisons, Publix, Reliance Retail Limited,REWE, Safeway Albertsons, Spencer's Retail, Star Bazaar, Tesco, Waitrose, Walmart, Wegman's and Whole Foods. As a result of our globaloperations and diverse customer base, we have limited customer concentration. For the fiscal year ended March 31, 2018, our top five customersaccounted for approximately 37.0% of our total revenue. ·Broad Product Portfolio that Can Be Tailored to Specific Customer and Regional Requirements. We sell our products through more than 300SKUs, which includes our premium and everyday Basmati rice offerings, as well as other specialty rice, a growing line of other value-add foodproducts including edible oils and organic product offerings and an opportunistic agricultural business which includes sales of wheat, barley,legumes and other produce to our institutional customers. We have the ability to tailor our products to our customers' needs which allows us to sellat various price points across the value chain and maximize our customer exposure. ·Flexible, Vertically Integrated, Supply Chain. We are vertically integrated and participate across the entire rice supply chain beginning with theprocurement of paddy (unprocessed rice) to its storage, aging, processing into rice, packaging, marketing and distribution. We believe that ourflexible, vertically integrated model provides us with significant advantages in ensuring stability of supply and maintaining quality controlthroughout the processing cycle. We have long-standing relationships with a large network of procurement agents and a large number of localIndian paddy farmers which allow us to consistently source high-quality paddy. Over the past several years, we have also developed organicsourcing initiatives which allow us to source and sell organic certified products in India, Europe and the United States. Additionally, we haverelationships with several independent rice millers throughout India from whom we supplement our production capacity to fully meet our productneeds. Meanwhile, our international operations also source products from outside India from time to time. We believe that our flexible, verticallyintegrated model provides us with significant advantages in ensuring stability of supply and maintaining quality control throughout the processingcycle. 29 ·Sophisticated, Fully Automated Manufacturing Facility. We operate a sophisticated, fully automated and integrated processing and millingfacility that is located on nearly 20 acres of land in Gurgaon, Haryana, India. The facility spans a covered area of approximately 310,000 square feet,with a processing capacity of approximately 24 metric tons of paddy per hour. We also own 48.2 acres of land in Karnal, Haryana, India in thevicinity of key Basmati rice paddy producing regions in northern India. We have plans for a new rice processing and milling facility in Karnal,Haryana, which we expect to increase our production capacity to more than 60 metric tons of paddy per hour. ·Strong Financial Track Record Underpinned by Stable Margins and Robust Discretionary Cash flows. We have a strong financial track record.We have grown our sales at a 9.4% CAGR from $201.7 million for the fiscal year ended March 31, 2010 to $413.9 million for the fiscal year endedMarch 31, 2018. We have grown our adjusted EBITDA at a 13.5% CAGR from $21.5 million to $59.0 million during the same time period. We haveconsistent, stable operating margins and our adjusted EBITDA margin has averaged 13.2% over the same time period. Additionally, as a result of ourattention to costs, efficient capital spending and an attractive blended tax rate, we have generated significant discretionary cash flows which wedefine as adjusted EBITDA less capital expenditures and taxes over this time period. In line with our corporate strategy, we have elected to invest inthe continued growth of our business by increasing our working capital in order to support our future sales. Our largest financial outlay tends to bethe purchase of paddy and rice which we believe is a monetizable asset that can generally be converted into sales at various times throughout itsexpected life cycle. ·Strong Management Team with a Track Record of Success. As a family-owned and managed business that has operated since 1915, we have morethan a century of experience in the food business. In 2006, our Chairman and Chief Executive Officer, Mr. Karan A. Chanana, assumed responsibilityfor our operations. Under Mr. Karan A. Chanana's leadership, we have transitioned from a family-owned and managed business to an international,professionally-managed business. Our management team has significant experience in the rice industry and broad knowledge about paddyprocurement, processing and marketing activities. We have augmented our management team and Board of Directors by adding individuals with asignificant array of global experience. Our Strategy Our goal is to be the leading global rice brand. Key elements of our strategy to achieve this goal include: ·Pursue our Bi-Focal Business Model Focused on Premium Specialty Rice Segments, with an Emphasis on Basmati. We sell our products underour flagship Amira brand, as well as other Company owned brands and third party brands. We believe that consumers recognize our brand andassociate it with high quality, premium and authentic specialty rice. We successfully expanded the Amira brand across five continents within onlynine years of its launch, and we are investing resources to further establish our brand with the consumer as the standard for high-quality Basmati rice.Our Amira branded sales accounted for approximately 41.9% of our total revenue or $173.2 million for the fiscal year ended March 31, 2018, asubstantial increase from $121.8 million for the fiscal year ended March 31, 2012. As a part of our bi-focal strategy, we also supply our products tothird party branded partners. We have been selling products to many of our third party branded partners for generations. These relationships providestability to our business and grant us visibility over our sales and profits in any given year. In addition, we also continue to add new third partycustomers over time. The strategic deployment of third party branded products helps us secure footholds into new markets and provides us withproprietary, deep understanding of end markets, consumer preferences and price points, which helps us to obtain insights into the local trends andconsumer preferences. This unique knowledge helps us refine our strategy for our branded product offerings to cater to specific needs of eachcustomer segment in those markets, hence allowing for greater chances of success. We have successfully used this strategy to increase our Amirabranded presence in both emerging and developed markets. Our third party branded sales accounted for approximately 45.8% of our total revenue or$189.5 million for the fiscal year ended March 31, 2018, compared to $180.7 million for the fiscal year ended March 31, 2012. Basmati remains ourcore category, accounting for approximately 67.6% of our total revenue for the fiscal year ended March 31, 2018, which stems from our strongpresence in our home market and heritage around the category. 30 ·Expand our Presence in International Markets in both Developed and Emerging Economies, while building upon our Strong Foothold in India.Despite its importance as a staple, the packaged rice market remains highly fragmented in both emerging and developed economies which typicallysee concentrated market positions across most consumer categories. Additionally we believe that most of these markets have yet to fully realize thefull potential of the premium/gourmet, specialty segments within the broader rice category. As a result, we believe that emerging markets across theMiddle East, Africa and Asia, and developed markets such as the United States, the United Kingdom and Europe represent compelling growthopportunities for us in the near term. We believe that our unyielding focus on high quality, branded specialty rice will allow us to strengthen ourmarket position over time. Our products are currently sold by major retailers in markets such as: Costco, Publix, Safeway Albertsons and WholeFoods in the United States; Morrisons, Tesco and Waitrose in the United Kingdom; and EDEKA, Kaufland and REWE in Germany. We plan toexpand our footprint, building on our existing presence as well as increasing our penetration into new countries. In India, we believe that theincrease in purchasing power resulting from population growth and an expanding middle class in India will create additional demand for ourBasmati rice and value-added product offerings across all distribution channels. Our extensive distribution strength, stemming from more than 200Indian distributors and 15 company managed distribution centers in India, will allow us to further capitalize on the extensive growth opportunitiesacross both traditional and Western-style modern retail locations. ·Continue Building on our Local Organization and Infrastructure in Each Market as we Expand Globally. We believe that the presence of localmanagement teams and sales teams in each of our core markets is one of our key strengths and differentiating aspects vis-à-vis other rice players. Weemploy dedicated sales teams focused on promoting our products on a country and regional basis. This provides us with a superior interface with thecustomers, allowing us to better promote our products, respond better to consumer trends and preferences, align our value chain, consistently deliversuperior products in a timely manner and further strengthen customer relationships. Outside of India, which we cover on a region-by-region basis, wehave local teams in the United Kingdom, the United States, Europe and the Middle East. We will continue to invest in our local organization byfurther additions as we expand into new markets. ·Drive Margin Expansion through further Vertical Integration and Operating Efficiencies. We have a highly flexible, vertically integratedsupply chain and production model. We continuously strive to incorporate incremental elements of the value chain into the Amira ownedoperations, thereby capturing additional profitability upside and increased margins, while also retaining flexibility. We constructed what we believewas the first automated rice processing facility calibrated for Basmati rice in Gurgaon, Haryana, India in 1995. We made significant improvements tothis facility and doubled our production capacity in 2010. We believe this facility remains one of the most sophisticated rice processing plants inIndia today. We have plans to augment our production capabilities through the construction of a new milling plant at a new facility in Karnal,Haryana, India. We expect the new facility will more than double our production capacity, permitting increased processing of higher margin earlystage products and increased economies of scale, thereby enabling improving margins. ·Develop new Higher Margin, Branded Products in line with Consumer Trends and Preferences. Consistent with our bi-focal business model, weplan to continue to build on the success of our third party branded products in international markets to further develop our Amira branded productsales. In addition to penetrating new markets and increasing our presence in existing markets with our Amira branded and third party branded riceofferings, we are also focused on developing on new branded product offerings such as edible oils, organic categories, snacks and ready-to-eat mealsto increase our relevance to consumers and drive further growth. We have leveraged our brand strength and diverse product offerings to allow us tosell our products at various price points across the value chain and maximize our customer exposure. We plan to further penetrate the higher margin,premium segments of the customer proposition through the development of new Amira branded offerings leveraging on our consumer insights,strong global distribution network and established customer relationships. 31 ·Opportunistic Inorganic Expansion through Small Bolt-on Acquisitions to Expand our Presence. The highly fragmented nature of the industrypresents a wide range of opportunities for consolidation and entering new markets and consumer segments. We have a very selective approachtowards inorganic growth which is based on an extensive assessment of the target company and the opportunity it presents in terms of growth andsynergy extraction potential. For example, in December 2013, we entered the German market through our acquisition of AMIRA BASMATI RICEGMBH EUR, which sells its products under the Amira, Atry, Sadry, Sativa, Scheherazade and Sultan brand names into leading retailers such asEdeka, Metro and Rewe in Germany and in neighboring European countries. We further built upon that acquisition in March 2017, when ourGerman entity acquired a portfolio of packaged specialty rice brands from Euro Basmati GmbH. The brands, which include Al Amir, Al Hakim,Bano, Dalia, Hanna and Shah Pari are sold primarily in the ethnic channel in the key markets of Hamburg and Berlin. History Our business was originally founded in 1915 by the Chanana family as an agricultural commodities and salt trading business. Prior to 1947, we wereone of the largest suppliers of grain to the British Indian Army. Following the partition of India and Pakistan, we re-located our business in New Delhi, Indiaand expanded to include the trade and supply of lentils and other legumes to Indian government agencies. Throughout the 1960s and 1970s, we focused onthe 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 which wehave continuously upgraded to increase capacity. In 2006, our Chairman and Chief Executive Officer, Mr. Karan A. Chanana, assumed responsibility for ouroperations. Under his leadership, we have transitioned from a family owned and managed business to an international, professionally managed business. Welaunched the Amira branded strategy in 2008 to enhance our growth in both the India retail channel and globally. In 2012, we completed our IPO and werelisted on the New York Stock Exchange (the “NYSE”). Corporate Structure ANFI was incorporated on February 20, 2012 as a BVI business company and currently has no direct operations of its own. The principal office ofthe Company is located at 29E, A.U. Tower Jumeirah Lake Towers Dubai, United Arab Emirates. Since the completion of our IPO all our operations areconducted through Amira India and our international operating entities, which we control through our wholly owned subsidiary, Amira Mauritius. In connection with the IPO, ANFI’s wholly-owned subsidiary Amira Mauritius purchased through a new issue of 53,102,500 equity shares of AmiraIndia, 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 and occurred just after the completion of the IPO. The actual number of equity shares that Amira Mauritiuspurchased equaled such net proceeds divided by the per share value of such shares, or $1.45, as determined using the discounted free cash flow method inaccordance with the Reserve Bank of India’s then-current pricing guidelines for issuance of shares to persons resident outside India (the “RBI Price”). As of March 31, 2018, out of 19.6% of total of Amira India share capital (being non-controlling interest), 17.4% are legally and beneficially ownedby Mr. Karan A. Chanana, and his affiliates, including various companies controlled directly by Mr. Chanana and indirectly controlled by him throughmembers of his family. As such, as on March 31, 2018, Mr. Karan A. Chanana’s ownership of ANFI (including of his affiliates) stands at 65.0% (includingshare options granted and vested). On May 1, 2012, Mr. Karan A. Chanana, in his individual capacity, entered into an agreement with a holder of 1,500,000equity shares of Amira India (representing 2.2% of the current outstanding equity shares of Amira India) to purchase such shares. This agreement providesthat the purchase will be affected when Indian regulatory approval for the purchase is obtained. The price per Amira India share that Mr. Karan A. Chananawill pay was negotiated on an arm’s length basis and will be substantially similar to the purchase price paid by Amira Mauritius for the Amira India shares asdescribed below. Assuming such purchase has occurred, Mr. Karan A. Chanana’s ownership of ANFI (including of his affiliates) stands at 65.0% (includingshare options granted and vested). As a result, an investor’s ownership of our ordinary shares represents a smaller corresponding indirect ownership of AmiraIndia equity shares. 32 Governance of Amira Mauritius and Amira India Under the Companies Act 2001 of the Republic of Mauritius and Amira Mauritius’ organizational documents, the shareholders of Amira Mauritiuselect the Board of Directors of Amira Mauritius at its general meeting. ANFI is the sole shareholder of Amira Mauritius, and the Board of Directors of AmiraMauritius consists of Mr. Karan A. Chanana, Mr. Druvnath Damry and Nazia Bibi Mungroo. Under the Indian Companies Act, 2013, as amended, and thearticles of association of Amira India, the Board of Directors of Amira India is elected by the vote of shareholders of Amira India holding a majority of itsequity shares at its general meeting. Amira Mauritius owns more than a majority of the equity shares of Amira India and the Board of Directors of Amira Indiaconsists of Mr. Karan A. Chanana and Mr. Rajesh Arora. Exchange Agreement and Right of First Refusal We have also entered into an exchange agreement, dated September 27, 2012 (the “Exchange Agreement”), under which the shareholders of AmiraIndia prior to the Amira Mauritius subscription (the “India Shareholders”) described above, have the right, subject to the terms of the Exchange Agreement, toexchange 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 sharesfor one ANFI ordinary share, or (2) cash per Amira India equity share in an amount equal to the product of the exchange ratio and the volume weightedaverage price per share on the exchange upon which ANFI ordinary shares are listed for 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 by the Board of Directors of ANFI upon an India Shareholder’s exercise ofsuch right to exchange in order that the exchange ratio accurately represents the ratio of the fair market value of Amira India and all of its subsidiaries ascompared to the fair market value of ANFI and its subsidiaries. The purpose of the Exchange Agreement is to provide the terms upon which Amira Indiaequity shares may eventually be converted into ordinary shares of ANFI at the option of the India Shareholders and to give us the flexibility to convert theseAmira India equity shares into ANFI ordinary shares prior to or upon a change of control in order to increase the returns of our shareholders in the change ofcontrol. 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 or asa 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 case maybe, holding, directly or indirectly, less than fifty percent (50%) of the voting power of ANFI, Amira Mauritius, Amira India or the AmiraBusiness, as applicable, 33 ·any transfer, in one or a series of related transactions, of (1) with respect to ANFI or any successor or other entity owning or holding substantiallyall the assets of ANFI, ordinary shares (or other equity interests) representing 50% of or more of the voting power of ANFI, or such successor orother entity, to a person or group (other than ANFI or any of its controlled subsidiaries), (2) with respect to Amira Mauritius or any successor orother entity owning or holding substantially all the assets of Amira Mauritius, equity interests representing 50% or more of the voting power ofAmira Mauritius or such successor or other entity, to a person or group (other than ANFI or any of its controlled subsidiaries), (3) with respect toAmira India or any successor or other entity owning or holding substantially all of the assets of Amira India, equity shares representing 50% ormore of the voting power of Amira India or such successor or other entity, to a person or group (other than ANFI or any of its controlledsubsidiaries), other than the issuance of equity shares of Amira India to Amira Mauritius in accordance with the terms of the subscriptionagreement, or (4) with respect to the Amira Business, equity shares representing 50% or more of the voting power of the entities constituting theAmira 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 thematerial change 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. 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 conditions asthose offered to the proposed transferee, subject to customary exceptions (including for estate planning purposes). 34 Our Organizational Structure The diagram below illustrates our corporate structure as of March 31, 2018, assuming Mr. Karan A. Chanana has completed the purchase of1,500,000 equity shares of Amira India as described previously. This diagram does assume the exchange by the shareholders of Amira India of any of theirAmira India equity shares for ANFI ordinary shares pursuant to the Exchange Agreement. (1)Includes non-controlling interest in Amira India of 19.6% (after considering Share options granted and vested through March 31, 2018). Also, assumesthe completion of the purchase by Mr. Karan A. Chanana of 1,500,000 equity shares of Amira India. (2)International subsidiaries include:•Amira I Grand Foods Inc.•Amira Food Pte. Ltd.•Amira C Foods International DMCC•Amira Foods (Malaysia) SDN. BHD.•Amira Ten Nigeria Limited (3)Subsidiaries include:•Amira K.A. Foods International DMCC•Amira Grand I Foods Inc.•Basmati Rice North America LLC•Amira G Foods Limited (4)Subsidiaries include•Amira Basmati Rice GmbH EUR (formerly known as Basmati Rice GmbH Europe)35 On February 17, 2017, Mr. Karan A. Chanana completed a gift of 3,500,000 restricted shares to JDIF TRUSTEES SARL as Trustees of the XEATON5Trust dated November 3, 2016. Mr. Karan A. Chanana's spouse and children are the beneficiaries of the Xeaton 5 Trust. We own 80.4% of Amira India and have consolidated its financial results in the financial statements included in this Annual Report. As a result, theremaining 19.6% of Amira India that is not owned by ANFI has been reflected in our consolidated financial statements as a non-controlling interest andaccordingly, 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, 2018: Name of company Country of incorporationor establishment Attributable equity interest heldAmira Nature Foods Ltd (“Amira Mauritius”) Mauritius 100% by ANFI Amira I Grand Foods Inc. British Virgin Islands 100% by Amira Mauritius Amira Grand I Foods Inc. United States 100% by Amira I Grand Foods Inc. (BVI) Amira K.A. Foods International DMCC UAE 100% by Amira I Grand Foods Inc. (BVI) Amira Basmati Rice GmbH EUR* Germany 100% by Amira Mauritius Amira Pure Foods Private Limited (“Amira India”) India 80.4% by Amira Mauritius Amira I Grand Foods Inc. United States 100% by Amira India Amira Food Pte. Ltd. Singapore 100% by Amira India Amira C Foods International DMCC UAE 100% by Amira India Amira Foods (Malaysia) SDN. BHD. Malaysia 100% by Amira Food PTE Ltd. Basmati Rice North America LLC United States 100% by Amira I Grand Foods Inc. (BVI) Amira G Foods Limited United Kingdom 100% by Amira I Grand Foods Inc. (BVI) Amira Ten Nigeria Limited Nigeria 100% by Amira C Foods International DMCC * Formerly known as Basmati Rice GmbH Europe**A new company named Amira International Finance B.V. has been incorporated in Netherlands on July 30, 2018. Amira International Finance B.V. is a100% owned subsidiary of Amira Nature Foods Limited. 36 Our Products We are primarily engaged in the business of processing, distributing and marketing packaged Indian specialty rice, primarily Basmati rice, whichaccounted for 67.6% of our revenues for the fiscal year ended March 31, 2018. We also sell non-Basmati specialty rice and provide ready-to-eat snacks andedible oils, and are launching numerous additional rice, snack and ready to heat meal products. We are also engaged in the institutional sale of bulkcommodities to large international and regional trading firms. 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 products where we see market opportunity. We offer severaltypes of rice, including AMIRA Brown Basmati, which is low-fat, cholesterol-free, high in fiber, and rich in vitamin B and manganese, and our ParboiledBasmati Products, which have 80% of the nutrients found in brown rice. In addition, we have begun to market Amira Smoked Basmati and Amira OrganicBasmati in certain geographies. Amira Branded Products Our Amira branded products, consist of several rice varieties, as well as a growing line of complementary products including edible oils, ready to eatsnacks and ready to heat meals. A representative list of our products is set forth below. Premium Basmati RiceValue Basmati RiceOther Specialty RiceOther Product Adjacencies Brand/ ProductLines• Pure Basmati Rice• Extra Long Grain Basmati Rice• Indian Basmati Rice• Brown Basmati Rice• Traditional Basmati Rice• Smoked Basmati Rice• Daily Fresh Basmati Rice• Goodlength Day to DayBasmati Rice• Everyday Basmati Rice• Goodlength Broken BasmatiProducts• Parboiled Basmati Products• Banquet Rice• Thai Jasmine Rice• Sharbati Aromatic Long GrainRice• Kheer Rice• Khichdi Rice• Sona Masoori Rice• Edible Oils• Organic Products 37 ProductFeatures• Consists of the finest grains ofaromatic Basmati• Aged for as much as 12+months• More than doubles in size whencooked• Rich taste and fragrant aroma• Consist of different types ofhigh-quality rice such as amix of Basmati rice varietiesor a mix of broken rice• Value alternative commonlyused as an "everyday"Basmati and by restaurants orcatering companies• Thai Jasmine: sourced fromThailand and has a fragrantaroma and chewy texture• Sharbati Aromatic LongGrain: an everyday rice fordaily consumption; oftenpurchased by foodservicecustomers• Kheer: formulated for ricepudding• Khichdi: formulated forIndian and South Asiancomfort food; also used asinfant and toddler food• Sona Masoori: aromatic andlight grain white rice• Oils used in food preparation 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 who market them under theirown brand through their own distribution networks. Our third party branded business is primarily focused on emerging markets where the retail channel ishighly fragmented. The following table shows examples of our third party branded rice products. Third Party Basmati RiceThird Party Non-Basmati Rice Brand/ ProductLines• Euricom Brown Basmati Rice, Italy• Mahe Regular White Basmati Rice (Economy), Seychelles• Mahe Premium White Basmati Rice (Premium), Seychelles• Bulog Non-Basmati Rice, Indonesia• Platinum Corp. FZE Non-Basmati Parboiled Rice, Nigeria• Bonne Chance Long Grain Rice, AbidjanProductFeatures• Consists of the finest grains of pure traditional aromaticIndian Basmati• Available in brown, white and parboiled rice• Rich taste and fragrant aroma• 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 wheat, barley, legumes, maize, sugar, soybeanmeal, onion, potato and millet. We sell these products to large international and regional trading firms. 38 Customers and Sales Channels We sell our products through a broad distribution network across five continents throughout the world. Our Amira branded products are sold byIndian retailers such as Bharti Retail, Big Bazaar, Metro Cash & Carry, Reliance Retail Limited, Spencer’s Retail and Star Bazaar. We also sell in India totraditional retail (small, privately owned independent stores, typically at a single location) which we access through our distributor network. Internationally,our Amira branded products are sold by global retailers such as, Carrefour, Costco, EDEKA, HEB, Jetro Restaurant Depot, Kaufland, Morrisons, Publix,REWE, Safeway Albertsons, Tesco, Waitrose, Walmart, Wegman’s and Whole Foods. We also sell our products in India and internationally through the foodservice channel. Our third party branded products are sold to many international and regional customers, such as Indonesia’s Business State Logistics Agency(Bulog) and Platinum Corp. FZE, who market them under their own brands through their own distribution networks. Third party sales provide a level of salesvisibility as they are made during January-March for delivery during the year. Our institutional products are sold to large international and regional tradingfirms. Sales to our top five customers and distributors collectively accounted for 37.0% and 24.0% of our revenue for the fiscal years ended March 31, 2018and 2017, respectively. Our two largest customers or distributors accounted for approximately 28.7% and 10.7% of our revenue during the fiscal years endedMarch 31, 2018 and 2017, respectively. 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 ready toeat meals, snacks and 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,” and/or through licensed procurement agents. Licensed procurement agents,or “pucca artiyas,” evaluate, test and purchase paddy on our behalf at mandis. We have non-contractual long-standing relationships with procurement agentsfor sourcing paddy and 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 atreasonable, stable prices prevalent in the current market. We have not encountered any processing interruptions due to paddy shortages since we commencedour 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, transport theproduct into our rice mill and then finish, pack and sell the product to our customers and distributors. Processed Rice Procurement We also purchase processed rice based on our specifications from third parties in India and internationally to supplement our product needs. Wepurchase the rice and then sell the product to our customers and distributors on our terms and conditions. 39 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,some of our paddy is parboiled. Parboiling involves soaking the paddy in water, steaming it before removing the husk, and further hydrating, heating anddrying it. Parboiling improves the nutritional profile of Basmati rice, causing it to retain more nutrients than regular milled Basmati rice, and changes itstexture so that it has a fluffier consistency. After it has been dried, and where appropriate, parboiled, we store and age the paddy for as much as seven monthsor more in our warehouses or open 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. Byproductsproduced as a result of processing the paddy are husk, bran and broken rice, which we further process and sort to produce other Amira branded rice productssuch as Kheer and Kichdi rice and Amira Goodlength Day to Day rice. Once the paddy products and the broken rice have been removed, the remaining rice issorted by color and graded. Basmati rice is hygienically aged in our warehouses for as much as six months or more. Finally, our rice and rice products arepackaged in our processing facility and prepared for shipment. Inspection Paddy is checked for quality at the time of purchase and prior to loading it on the trucks that transport paddy to our processing facility. Further, thepaddy 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 accreditations for our rice processing facility,which has been renewed yearly and is currently valid until July 2018. Certifications While certifications are not compulsory in the rice industry, we maintain a number of internationally recognized certifications. We have received anISO 9001:2008 quality system certification, an ISO 22000:2005 food safety management certification for our rice processing facility, and a SQF Certificate.In addition, our facilities have received certifications from BRC Global Standards, an international company which provides health and safety certifications,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 ExportInspection Council of India. We have organic certifications for our rice products from Ecocert India Private Limited, an international certification body that certifies ourcompliance with the requirements of the EU and the NOP, which tracks the US FDA organic regulations. Sales, Marketing and Distribution As of March 31, 2018, we had 55 employees working in sales, marketing and distribution around the world. We now have 15 company-manageddistribution centers in India compared to just one at the time of our IPO. We believe this will allow us to further capitalize on the extensive growthopportunities across both traditional and Western-style modern retail locations. We support our sales force using a marketing strategy including extensivemedia advertising in both Indian and international markets. We use television, radio and print advertisements to promote the Amira brand name to our end-users. 40 Our products also reach our Indian and international customers through our network of more than 225 distributors who coordinate regionalmarketing, sales and distribution. Competition The global packaged rice market is highly fragmented with no dominant players on a global basis or in India. According to Euromonitor, forexample, in 2015 the top 10 brands only accounted for approximately 11% of market share by value around the world. Competition in the rice markets isprincipally on the basis of product selection, product quality, reliability of supply, processing capacity, brand recognition, distribution capability andpricing. With respect to our Basmati rice, we compete with various types of competitors in the fragmented and unorganized Basmati rice market, includingother large Indian distributors and national rice brands, as well as, to smaller businesses in India and around the world. Internationally, our major competitorsare leading Indian overseas Basmati rice companies, as well as non-India based companies that sell basmati and non-basmati rice. Basmati rice hashistorically only been grown successfully in the Indian states of Haryana, Uttar Pradesh, Uttaranchal and Punjab, Rajasthan, Jammu and Kashmir, and in apart of the Punjab region located in Pakistan which enjoy the climatic conditions required to successfully grow Basmati rice. A type of rice similar to Basmatiis grown and sold as Basmati rice from California and Texas, among other places. Intellectual Property We protect our intellectual property through copyright and trademark laws. Our intellectual property includes the registered trademarks “Amira,”“Goodlength,” “Daily Fresh,” “Goodhealth,” “Indigo,” “Sativa,” “Sharbati,” “Pashmina” and “Love @1st bite” among others under the Indian Trade MarksAct, 1999 and other foreign trademark and copyright legislations. The registration of a trademark is generally valid for ten years but can be renewed. Inaddition, we have applied for the registration of the “Amira Food Connect” logo, “Make Something Beautiful,” the “Amira Pure” label and “Amira” acrosscertain other product categories. The registration of any trademark in India is a time-consuming process, and there can be no assurance that any suchregistration will be granted. Further, we have 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 presumptionfavoring the ownership of the registered owner. Copyright registration in India gives copyright protection in 165 other countries which are signatories to theBerne Convention. In December 2013, we entered the German market through our acquisition of Amira Basmati Rice Gmbh EUR, which sells its products under theAmira, Atry, Sadry, Sativa, Scheherazade and Sultan brand names into leading retailers such as Edeka, Metro and Rewe in Germany and in neighboringEuropean countries. We further built upon that acquisition in March 2017, when our German entity acquired a portfolio of packaged specialty rice brandsfrom Euro Basmati GmbH. The brands, which include Al Amir, Al Hakim, Bano, Dalia, Hanna and Shah Pari are sold primarily in the ethnic channel in thekey markets of Hamburg and Berlin. 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 U.S. Employees As of March 31, 2018 and 2017, we had 209 and 236 full-time employees, respectively. As of March 31, 2018, we had 49 full time employeesworking in our finance, accounting & legal department, 55 working in sales, marketing & distribution, 47 working in HR, IT & administration, and 58working in operations and processing facility. We have entered into employment agreements with all of our fulltime employees that provide for terminationof their employment upon delivery of two months’ severance or notice, and that prohibit them from soliciting any of our other employees during or after theiremployment. There is a registered trade union comprising a small number of workers at the processing facility. We consider our relations with our employeesto be amicable. 41 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 pastsubject to any material legal, arbitration or government proceedings (including proceedings pending or known to be contemplated) that we believe couldhave a significant effect on our financial position or profitability. On April 4, 2012, a vessel carrying rice owned by Amira C Foods International DMCC (“Amira C Foods”) with a market value of approximately $10million arrived at the Subic Special Economic Zone (“SSEZ”) in the Port of Subic Bay, a free trade zone located in the Republic of the Philippines forpurposes of temporary warehousing and trans-shipment. Metro Eastern Trading Corp (“Metro Eastern”) a registered “locator,” duly authorized and regulatedby the Subic Bay Metropolitan Authority was engaged to unload, warehouse, and transship the vessel’s cargo. On May 15, 2012, the Collector of Customs(“COC”) in the Port of Subic Bay issued a warrant of seizure and detention to Metro Eastern alleging violation of certain sections of the Tariff and CustomsCode of the Philippines. To protect its interests, on June 8, 2012, Amira C Foods intervened in the proceedings and argued that the COC lacked jurisdictionover the goods because they were never imported into the Philippines, but rather only transshipped into the SSEZ. The COC upheld seizure of the riceshipment and forfeiture of the goods to the Philippines on grounds that the shipment was imported into the Philippines without a valid import permit. Thisdecision was upheld by the Commissioner of the Bureau of Customs (“BOC”), and Amira C Foods filed an appeal with the Court of Tax Appeals (the “CTA”). On June 27, 2012, the rice subject of the warrant was sold to a related party for $11.4 million under an arrangement that effectively transferred allrisks and rewards to the goods without any recourse or further obligation, other than Amira C Foods’ obligation to make best efforts to assist the purchaser inany regulatory, port and customs clearance required to transship the goods, the cost of which will be borne by the purchaser. 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 ($11.7 million at the rate of Php 41.18 to one U.S. dollar). Based on representations by BOC’slegal counsel during the hearing of October 22, 2012 before the CTA, the full bid amount was delivered to the COC and such amount was deposited inescrow to be released to the final prevailing party. Should the CTA find the forfeiture to be invalid, it will issue a ruling that the escrowed amount be releasedto Amira C Foods. The CTA case is currently at the trial stage Amira completing the presentation of its evidence-in-chief. The Republic will then present itsevidence to refute the arguments raised by Amira in its Petition. Should the CTA rule against Amira C Foods, we intend to appeal the ruling. The CTA case is currently pending. We do not believe that the Company will suffer any financial loss as a consequence of this proceeding. On February 10, 2015, two shareholder class action lawsuits were filed in the United States District Court for the Central District of California. Thecomplaints, which were subsequently consolidated, named the Company and certain of our current and former officers and directors as defendants. Theconsolidated lawsuit purported to state claims for violation of Section 11 and Section 15 of the Securities Act and Section 10(b) and Section 20(a) of theExchange Act, generally alleging that certain statements in the Company’s Registration Statement and certain subsequent Exchange Act filings were falseand misleading and seeking damages in an unspecified amount. We filed a Motion to Dismiss the Plaintiff’s amended complaint on October 2, 2015, and on July 18, 2016 the Court granted our Motion to Dismissthe complaint in its entirety. The second amended class action complaint was also dismissed on August 12, 2016. The Plaintiffs did not file a third amendedcomplaint in the time permitted by the judge. On August 26, 2016, the Plaintiffs filed a motion for relief from the Court’s order on the motion to dismiss. ThePlaintiff’s motion was denied on December 18, 2017. 42 In December 2015, the Company filed a formal complaint in the United States District Court in the Southern District of New York against a short-selling firm, related entities and individuals as a result of their dissemination of material false, misleading and defamatory information about the Company.We sought damages and injunctive relief for defamation and a permanent injunction. On April 6, 2017 we accepted a settlement agreement with thedefendants and dismissed the action. The financial terms of the settlement are subject to confidentiality requirements and as such, have not been disclosed. Unlike in the United States, in India, private citizens are permitted to initiate criminal complaints against companies and individuals. For instance,Amira India and its executives have been named in certain civil and criminal complaints filed by its suppliers and vendors from time to time. We do notbelieve that these proceedings would have a material adverse effect on our financial condition, if determined adversely. On April 30, 2018, we initiated an action in Dubai International Financial Centre Court against IDBI Bank Limited for its breach of an irrevocableletter (“the Irrevocable Letter”) whereby IDBI failed to deliver payment to us in the amount $4,134,000 upon its receipt of funds from our customer asrequired by the Irrevocable Letter. We are seeking damages, costs and injunctive relief against IDBI. We were provided interim relief by the court and themoney was paid. We have further pursued case against IDBI Bank Limited for damages and costs. This has risk pertaining to cancellation of the facilityextended by IDBI Bank Limited, though. The conversion of the zoning of a portion of Amira India’s real estate from factory to residential use requires Amira India’s existing lenders to amendand/or refinance the existing debt of Amira India to include the re-zoned real estate as collateral. Our discussions with Amira India’s existing lendersregarding an amendment to the terms of the existing debt agreements or a refinance are ongoing and we have already proposed them to reclassify the debtbetween real estate and working capital. One of our financial lenders in India (part of the consortium banking arrangement, entered in late 2015) has appliedto NCLT (National Country Law Tribunal), under section 9 of the Insolvency and Bankruptcy Code, 2016 and forcing us to repay the loan an amount of$14.1 million (as per their application) extended to us. The application has not been admitted as at the filing of the annual report in this Form 20F. TheCompany believes the stand of the financial creditor is without merit and unwarranted and driven by general tightening credit environment. 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 over reporting periods. We procure most of our Basmati paddy between September and March. Our business requires a significant amount ofworking capital primarily due to the fact that a significant amount of time passes between when we purchase Basmati paddy and sell finished Basmati rice.Our average combined holding period of processed Basmati rice and paddy is as much as 12 months or more (at times up to 24 months). Accordingly, wemaintain substantial levels of working capital indebtedness that is secured by this inventory. Our results of operations may also be impacted by fluctuationsin foreign currency. See “Item 5. Operating and Financial Review and Prospects—Factors Affecting our Results of Operations—Foreign exchangefluctuations.” 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 ForeignTrade Policy, provides for development and regulation of foreign trade by facilitating imports into, and augmenting exports from India, as a part of which itsets the MEP, including Basmati and non-Basmati rice, from time to time. While the MEP for Basmati rice was terminated in July 2012, the Government ofIndia may in the future reinstitute an MEP for Basmati rice. The Foreign Trade Act empowers the Director General of Foreign Trade to advise the Governmentof India in formulation of export and import policy and to implement such policy. The Foreign Trade Act prohibits any person from importing or exportingany goods without an importer-exporter code number, granted by the Director General of Foreign Trade or an officer authorized by the Director General ofForeign Trade. 43 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 “mandis”, 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 ofIndia regarding measures for quality control and inspection for commodities intended for export. The Export Quality Act authorizes the Government of Indiato notify commodities which shall be subject to quality control and inspection and specify the type of quality control or inspection applicable, and theagencies authorized to conduct quality control or inspection. The Government of India also has power to obtain information from exporters, inspect theirpremises and seize commodities. The Export Quality Act also provides for fines and penalties in case of non-compliance. 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 scheduledproducts, including cereal and cereal products, and registration of and filing of returns by persons exporting the scheduled products. Under this act, theGovernment of India 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 consignmentof Basmati rice is required to register the contract with the Agricultural and Processed Food Products Export Development Authority along with a declarationthat adequate quality control has been exercised. On satisfying itself that adequate quality controls have been exercised, the agency issues a certificatedeclaring the consignment as export worthy. 44 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, subjectto 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, or the FoodAuthority, which lays down scientific standards for food and regulates the manufacture, storage, distribution, sale and import of food. The Food Authority isalso required to provide scientific advice and technical support to the Government of India and Indian state governments in framing the Policy Rules andRegulations 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 We are subject to various environmental, health and safety laws and regulations. Our operations require various environmental and other permitscovering, among other things, water use and discharges, waste disposal and air and other emissions. Although we have implemented procedures to complywith these laws and regulations, we cannot be sure that our measures are compliant or capable of eliminating the risk of injury or contamination from the use,generation, manufacture, or disposal of our products. In the event of contamination or injury, we could be held liable for any resulting damages, and anyliability could exceed our insurance coverage. Violations of environmental, health and safety laws may occur as a result of human error, accident, equipmentfailure or other causes. Compliance with applicable environmental, health and safety laws and regulations may be expensive, and the failure to comply could result in, among otherthings, 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 similarlaws and regulations in most, if not all, of the countries in which we may seek to establish production capabilities or operate, and the scope and nature ofthese laws and regulations will likely be different from country to country. We have made, and expect to continue to make, expenditures pursuant to suchlaws and regulations. Environmental, health and safety laws could become more stringent over time, requiring us to change our operations or incur greatercompliance or capital costs, or could provide for increased penalties for violations, all of 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 arising thereunder, could significantly harm our results of operations or financial condition. Major environmental laws applicable to our operationsare 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. 45 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 the collection,reception, treatment, storage and disposal of hazardous waste by imposing an obligation on every occupier and operator of a facility generating hazardouswaste to dispose of such waste without harming the environment. Every occupier and operator of a facility generating hazardous waste must obtain approvalfrom 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 formof carry 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 current Consolidated Foreign Direct Investment policy (effective from May 12, 2015) issued by the Department of Industrial Policyand Promotion of the Government of India, 100% foreign direct investment is allowed in services related to agricultural and related sectors. 46 Principal Operating Facilities As of March 31, 2018, our material properties consist of one office and one processing facility in India, seven international offices (one each inDubai, Germany, Malaysia, Singapore, the United Kingdom and two offices in the United States), 15 distribution centers in India, 9 warehouse facilities inIndia, as well as additional warehousing facilities in in Dubai, Germany and the United States. We own our processing facility and lease our other properties. Our current processing facility is located on nearly 20 acres in Gurgaon, Haryana, India, which is near New Delhi. We presently have a total installedhourly milling capacity of 24 metric tons of paddy per hour across a covered area of approximately 310,000 square feet. We also own 48.2 acres of land inKarnal, Haryana, India on which we intend to build a new processing facility should we be successful in locating financing. When completed, we expect ourfacilities to have total installed hourly milling capacity of approximately 60 metric tons of paddy 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 manufacturer, marketer and distributor of branded packaged specialty rice and other related food products, with sales acrossfive continents around the world. We generate the majority of our revenue through the sale of Basmati rice, a premium long-grain variety of rice grown onlyin the geographically indicated region of the Indian sub-continent, as well as other specialty rice. We sell our products under our flagship Amira brand, aswell as under other Company owned brands and third party brands. We have expanded our product offerings in recent years to include other value-addcategories such as edible oils and organics. We also sell other products such as wheat, barley, legumes and other produce to large institutional customers. Ourfourth generation leadership has built on a rich, century-old legacy and transformed Amira from a local family-run business to a publicly-listed globallyfocused packaged food company with a global leadership position in the high growth Basmati rice sector. Under our current leadership, we significantlyexpanded our footprint in India and internationally. We completed an initial public offering (“IPO”) in October 2012 and our shares are listed on the NewYork Stock Exchange with the stock symbol ANFI. We primarily operate in the global packaged rice market and we have focused our efforts on premium, packaged, specialty rice, with a concentrationin Basmati rice, a long-grain aromatic rice with favorable health attributes that can be grown only in the geographically indicated region of the Indian sub-continent. The global rice market is a large, staple market with stable growth, while specialty rice and specifically Basmati rice benefits from premium pricingand increasing consumption patterns. The global rice market represented approximately $275 billion in value based on benchmark rice export prices for theinternational rice trade, according to statistics from Horizon Research in 2012. The Indian rice industry was valued at approximately $50 billion in wholesaleprices in 2013 according to the CRISIL equity research report on the Indian rice industry. CRISIL has also estimated the Indian Basmati rice market to beapproximately $6.9 billion in fiscal 2014, of which approximately 30% was sold in India and approximately 70% was sold internationally. In recent years,the Basmati rice segment has benefited from increased consumption trends both in India and internationally. According to information provided by APEDAAgri-exchange, WASDE and Jefferies LLC research estimates from September 2016, domestic consumption of Indian Basmati rice has increased at a 10%CAGR over the past 10 years, while international sales volumes of Indian Basmati rice have increased at a 13% CAGR over the same time period. 47 We sell our products globally in both emerging and developed markets through a broad distribution network. Our Amira branded products arecurrently sold by retailers such as Bharti Retail, Big Bazaar, Carrefour, Costco, EDEKA, HEB, Jetro Restaurant Depot, Kaufland, Metro Cash & Carry,Morrisons, Publix, Reliance Retail Limited, REWE, Safeway Albertsons, Spencer’s Retail, Star Bazaar, Tesco, Waitrose, Walmart, Wegman’s and WholeFoods. In emerging markets, our products are sold by global retailers and regional supermarkets (the “modern trade”), as well as a network of small, privately-owned independent stores (the “general trade” or “traditional retail”). We maintain a strong distribution platform into the restaurant channel and have longstanding network of distributors, third party branded partners and institutional customers who sell our products throughout the world. Our third party brandedbusiness is often conducted under contracts with our customers, which enable us to have a high degree of visibility on our sales, volumes, margins andprofitability. 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 2018, 2017 and 2016, we derived 67.6%, 75.2% and 66.0% of our revenue, respectively, from sales of Basmati rice. Its unique taste, aroma,shape and texture have historically elicited premium pricing and strong demand. According to CRISIL, total sales of Indian Basmati rice were approximately$6.9 billion in 2014, of which approximately 70% was sold internationally and 30% was sold in India. While we expect growth to remain strong over time,we cannot guarantee that such growth materialize every year, furthermore 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 2018, 2017 and 2016, our revenue from international sales was $270.4 million, $276.6 million and $317.6 million, respectively, andaccounted for 65.3%, 50.1% and 56.4% respectively, of our revenue in these periods. We sold our products to customers across five continents andsignificant portions of our international sales were to Asia Pacific, EMEA and North America. FY 2018 FY 2017 FY 2016 (Amount in $ million) EMEA 218.8 242.8 299.2 Asia Pacific (excluding India) 1.5 6.1 5.9 North America 50.1 27.7 12.5 Total 270.4 276.6 317.6 We plan to expand our international operations into additional countries in the near future. Our international sales are dependent on generaleconomic conditions in our various international markets and regulatory policies and governmental initiatives of these jurisdictions relating to the import ofBasmati rice and 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 thesize of orders, which resulted in increased revenue from international sales of Basmati rice. 48 Sales of Amira branded products in India and international markets Our Amira branded products were formally launched in 2008. In fiscal 2018, Amira branded products sales amounted to $173.2 million. Our Amirabranded products are sold through distributors to general retail (mom and pop stores) and also by retailers in India such as Bharti’s Easy day, Reliance RetailLimited, Big Bazaar, Metro Cash & Carry, Spar, Spencer’s Retail and Star Bazaar (Tesco in India), Walmart, and by global retailers including both emergingand developed markets such as Carrefour, Costco, EDEKA, HEB, Jetro Restaurant Depot, Kaufland, Morrison’s, Publix, REWE, Safeway Albertsons, Tesco(UK), Waitrose and through the foodservice channel. In India, we primarily sell Basmati rice, other specialty rice and a growing line of other Amira branded products including edible oil, snacks, ready-to-heat meals, and organics. Branded Basmati rice typically produces higher margins compared to non-branded Basmati rice. Sales of our branded productshave increased as a percentage of revenue in recent years, and we believe that the expansion of our distribution network and arrangements with large retailchains in India will result in increased Indian revenue from Amira branded products. Consistent with our historical branded growth strategy, we plan to leverage our success in existing international markets to further penetrate themand enter other international markets with our Amira branded product offerings. From our existing international operations, we have gained a deepunderstanding of end markets and consumer preferences which helps us to shape our strategy for branded products. We plan to continue to expand ourinternational operations in the future. 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 the time of purchase of raw material - Basmati paddy and the final sale of packaged Basmati rice.Our combined holding period of processed Basmati rice and paddy is as much as 12 months or more (at times up to 24 months). Hence, we maintainsubstantial levels of short term indebtedness, primarily in the form of secured revolving credit facilities that are secured primarily by this inventory. As ofMarch 31, 2018, 2017 and 2016, we had $250.2 million, $224.4 million and $209.4 million of total indebtedness, respectively, of which 100% had floatingrates of interest. Any fluctuations in interest rates may directly affect the interest costs of such loans, and could harm our results of operations. For moreinformation, see “Item 5. Operating and Financial Review and Prospects – Liquidity and Capital Resources”. Capacity expansion As part of our growth strategy, we intend to significantly expand our rice processing capacities. We plan to expand our milling and sorting capacityfrom 24 metric tons per hour as of March 31, 2017 with the addition of a new milling plant located in Karnal, Haryana, India, which we expect will provideadditional milling and sorting capacity of 48 metric tons per hour. Upon the completion of this new facility, we also plan to close down the oldest two of thethree milling plants at our existing facility in Gurgaon, each of which has a milling and sorting capacity of 6 metric tons per hour, which will result in ourtotal milling and sorting capacity reaching approximately 60 metric tons per hour. Our future expansion plans are expected to require additional capitalexpenditures. We expect that the increased processing capacity will improve our operational efficiencies and yield and will drive margin 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 the costof raw materials used in our production process and our ability to procure sufficient good quality Basmati paddy and ungraded rice, which is semi-processedrice where the husk has been removed but the rice has not been fully processed. Cost of material, which includes the costs of finished goods sold that havebeen consumed during the period by adjusting for any increase or decrease in our finished goods inventory, constitutes the largest component of ourexpenditures and, as a percentage of revenue in fiscal 2018, 2017 and 2016 were 115.9%, 82.8% and 80.7%, respectively. Since Basmati paddy crop is grownonce a year, we are required to complete most of our annual procurement during the period between September and March. Basmati paddy available duringthis period is generally of superior quality compared to paddy available during the off-season. We purchase small quantities of paddy in the off-season tosupplement our annual procurement and to benefit from lower paddy prices. 49 Our ability to procure adequate quantities and high quality Basmati paddy also depend 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 Indianand international demand, particularly during the paddy harvesting season. In determining the quantity and price of Basmati paddy that we purchase, we relyon the 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 primarily denominated in U.S. dollars and to a lesser extentEuros, GBP and UAE Dirham. In fiscal 2018, 2017 and 2016, our revenue from international sales was 65.3%, 50.1% and 56.4%, respectively, of our revenue.As of March 31, 2018, foreign currency receivables were $0.8 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 of ourexpenses, as well as timing differences between receipts and payments which could result in an increase of any such mismatch. We have historically enteredinto forward foreign exchange contracts taken against sales contracts to hedge against our foreign exchange rate risks in connection with our internationalsales. There were no Forward foreign currency exchange contracts outstanding as of March 31, 2018 and 2017 and there were $16.5 million Forward foreigncurrency exchange contracts outstanding as of March 31 2016 respectively. Our results of operations have been impacted in the past and may be impacted bysuch fluctuations in the future. For example, the Indian Rupee depreciated significantly against the U.S. dollar during fiscal 2018, and this nature ofdepreciation in the future, 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 institutional sales to our customers in bothIndian and international markets. Revenue is measured at the fair value of consideration received, excluding discounts, rebates, and sales tax or duty. Other income Other income primarily consists of income from export benefit (duty entitlement) in accordance with the Indian customs rules for being an exporter,insurance claims received by us under the various policies taken against the loss of stock of Basmati paddy and rice. Cost of material including change in inventory of finished goods Cost of material consists of cost of raw materials (paddy, semi-processed rice and other products), other expenses used in processing our products,certain direct expenses to bring inventory to its present location, and related taxes net of tax credit available, if any. Cost of material also includes cost offinished goods consumed during the period by adjusting for any increase or decrease in our finished goods inventory. 50 The price of Basmati paddy procured by us depends on the variety of Basmati paddy we purchase, which is primarily determined by the demand forspecific Basmati rice varieties. The price of Basmati paddy also depends on the quality of that season’s crop, which depends on weather conditions and theamount of monsoon or seasonal rainfall, and prevailing Indian and international demand, particularly during the paddy harvesting season. We also procureaged rice typically after the paddy procurement season is over based on our requirements from time to time, which we then further process, polish, sort andgrade before selling it to our customers. Employee benefit expenses Employee benefit expenses primarily consist of: ·wages and salaries of our employees, ·defined benefit plans (gratuity), defined contribution plan (provident fund) accrued annual leave and sick leave, severance payments andbonuses, ·employee stock options, and restricted share awards, and ·employee welfare expenses. Depreciation and amortization Depreciation consists primarily of depreciation expense recorded on property, plant and equipment, such as buildings, plant and machineries,furniture and fixtures, office equipment and vehicles. Amortization expense consists primarily of amortization recorded on intangible assets, such astrademarks registration fees, software, customer relationships and favorable lease. 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. 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 our exportedproducts, ·product insurance, ·traveling, ·rent, ·power and fuel expenses, 51 ·corporate headquarters expenses related to our executive, general management, finance, accounting and administrative functions, ·commission, claims and compensation, ·advertising and business promotion expenses, ·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 toexpand our sales and marketing efforts, improve our information processes and systems and implement the financial reporting, compliance and otherinfrastructure required for a public company. 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 supplier for credit they extend when we purchase paddy. Finance income Finance income primarily consists of interest received on deposits including collateral deposits made by us to obtain letters of credit and other non-cash instruments and short term interest bearing fixed deposits with banks. Other gains and (losses) Other gains and (losses) primarily consist of our gain or loss due to foreign exchange fluctuations, or fluctuations in the value of the Rupee, in whichwe maintain our accounts, and the U.S. dollar, in which a portion of our revenue is denominated or other currencies in which our indebtedness is incurred.Other gains and (losses) also include, gain or loss on forward contracts settled during the year and to the extent hedges are not effective, mark-to-market gainor loss on open forward contracts (not designated for hedging) as of the reporting date, gain or loss on disposal of fixed assets, gain or loss on restatement offinancial assets and liabilities at closing rates and gain or loss on sale of available for sale financial assets. We expect that income from these items willcontinue to contribute an insignificant percentage (on a net basis) of our revenue in the near future. We have designated certain derivative instruments as hedging instruments in a cash flow hedge relationship. All derivative financial instrumentsused for hedge accounting are recognized and measured at fair value. Changes in the fair value of the derivative hedging instruments designated as a cashflow hedge are recognized in other comprehensive income and held in cash flow hedging reserve, a component of equity to the extent that the hedges areeffective. To the extent that the hedge is ineffective, changes in fair values are recognized in the consolidated statements of profit or loss and reported in“Other gains and (losses)”. The cumulative gain or loss previously recognized in the cash flow hedging reserve is transferred to the consolidated statements ofprofit or loss upon the occurrence of the related forecasted transaction. If the forecasted transaction is no longer expected to occur, such cumulative balance isimmediately recognized in the consolidated statements of profit or loss. Previously, before March 31, 2012 such derivative financial instruments were notdesignated as effective hedges, and all changes in instruments’ fair value that were reported in the consolidated statements of profit or loss were included in“Other gains and (losses)”. Results of Operations On October 15, 2012 we completed the IPO of our ordinary shares. On October 16, 2012, we subscribed through our wholly owned subsidiary, AmiraNature Foods Ltd, Mauritius (“Amira Mauritius”) for 53,102,500 equity shares of Amira Pure Foods Private Limited (“Amira India”), representing 80.4% ofthe outstanding shares of Amira India pursuant to a subscription agreement dated September 27, 2012, as subsequently amended on October 10, 2012. 52 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 retrospectively adjusted for allperiods presented in these financial statements. ·Our results of operations for the fiscal years ended March 31, 2018, 2017 and 2016, respectively, were as follows: (Amounts in USD) Fiscal years ended March 31, 2018 March 31, 2017 March 31, 2016 Revenue $413,901,480 $551,830,966 $563,451,016 Other income 5,031,827 48,833 956,336 Cost of materials (373,451,132) (492,189,652) (432,030,831)Change in inventory of finished goods (106,193,580) 35,517,661 (22,509,438)Employee benefit expenses (6,797,731) (8,753,175) (12,884,266)Depreciation and amortization (1,617,118) (1,778,968) (2,061,698)Freight, forwarding and handling expenses (2,535,261) (3,139,061) (9,082,563)Other expenses (12,705,159) (14,905,710) (23,275,173) $(84,366,674) $66,630,894 $62,563,383 Finance costs (34,108,621) (29,272,826) (27,063,456)Finance income 29,669 263,231 1,187,095 Other gains and (losses) 4,908,564 (1,512,928) 1,123,900 Profit/(loss) before tax $(113,537,062) $36,108,371 $37,810,922 Income tax expense 19,941,298 (4,596,968) (4,897,325) Profit/(loss) after tax for the year $(93,595,764) $31,511,403 $32,913,597 Profit/(loss) after tax for the year attributable to: Shareholders of the Company (78,222,174) 25,087,388 25,792,843 Non-controlling interest (15,373,590) 6,424,015 7,120,754 Earnings per share Basic earnings per share $(2.30) 0.84 0.90 Diluted earnings per share $(2.30) 0.84 0.90 (1)Basic earnings per share is calculated by dividing our profit after tax as reduced by the amount of a non-controlling interest reflecting the remaining19.6% of Amira India that is not owned by us, by the number of our weighted average outstanding ordinary shares, during the applicable period.Diluted earnings per share is calculated by dividing our profit after tax as reduced by the amount of a non-controlling interest reflecting the remaining19.6% of Amira India that is not owned by us, by the number of our weighted average outstanding ordinary shares adjusted by the dilutive impact ofequivalent stock options granted. The dilutive impact of total share options 1,465,183 granted to Mr. Karan A. Chanana in the years ended March 31,2018, 2017, 2016, 2015, 2014 and 2013, (see heading “Item 18. Financial Statements”; under Note 29 “Earnings per share”) is anti-dilutive (inFY2016) and not material in previous years and hence there is no change in the presented basic and diluted earnings per share in the table above. 53 ·Adjusted EBITDA and adjusted earnings per share Described in detail in this report under the heading “Item 5. Operating and Financial Review and Prospects”; under section “Non-IFRS FinancialMeasures”. Comparison of the Fiscal Years ended March 31, 2018 and 2017 Our results of operations for fiscal 2018 and 2017, respectively, were as follows: Revenue Revenue for fiscal 2018 was $413.9 million, a decrease of $137.9 million or 25.0% compared to $551.8 million in fiscal 2017. The revenue declinewas primarily driven by decrease sale volume in the Company’s India markets and to an extent in International markets business. The decline has been partlyset off by increase in price realisations for basmati and non-basmati. Notably, two of our key markets, India and UAE implemented country-wide indirecttaxes (GST in India and VAT in UAE). Revenue for our Amira branded and third party branded products was $362.7 million in fiscal 2018, compared to $505.8 million for the same periodin fiscal 2017. Our Amira branded sales were $173.2 million and accounted for 41.9% of total sales, compared to $245.6 million accounting for 44.5% oftotal sales in 2017. Decline in Amira branded products was driven largely by levy of GST (Goods and Service Tax) in India on branded food products in thesecond half of 2017. Third party branded sales were $189.5 million in fiscal 2018 compared to $260.2 million in fiscal 2017. Sales to the Company’sinstitutional customers were $51.2 million during fiscal 2018 compared to $46.0 million in fiscal 2017. Revenue in India was $143.5 million in fiscal 2018, a decrease of $131.7 million or 47.8% compared to $275.2 million in fiscal 2017. Revenuedecline in India was positively impacted by the appreciation of the Indian rupee against the U.S. dollar in fiscal 2018. Our sales in India, decreased byapproximately 49.9%, when measured in Indian rupees in fiscal 2018. Our sales in India were also impacted by lower volumes of Basmati rice offset to anextent by better prices for Basmati rice. Revenue from international sales decreased by $6.3 million, or 2.3%, to $270.4 million in fiscal 2018 from $276.6 million in fiscal 2017, primarilydue to lower sales volumes, as well as lower pricing for institutional products sold internationally to our institutional customers which were offset in part byhigher pricing of Basmati rice. In Fiscal 2018, tightening of regulatory and credit environment in financial sector in India, resulted in non-availability of sufficient working capital,adversely impacting our cash-to-cash cycle and achievement of revenue targets for the fiscal. The Indian entity entered into certain business transactions withits buyers and suppliers involving sales and purchase of basmati rice worth $93.2 million. Although the sales was originated and generated by the business ofIndian company, in accordance with IAS 18 and after careful evaluation of underlying documents, the group concluded and determined, that it actedprimarily as an agent in those transactions. In accordance with IAS 18 Revenue recognition, the group has decided to recognize the net commission incomefrom such transactions, instead of recognizing the revenue on gross basis. The net income has been recognized as ‘other income’. A breakdown of our revenue by geographic region is as follows: Region FY 2018 FY 2017 Amount in$ million % Amount in$ million % India 143,515,397 34.7% 275,183,618 50.1%EMEA 218,805,726 52.9% 242,773,808 44.0%Asia Pacific (excluding India) 1,465,763 0.4% 6,137,993 1.1%North America 50,114,594 12.0% 27,735,547 5.0%Total 413,901,480 100.0% 551,830,966 100.0% 54 Other income Other income increased to $5.0 million in the year ended March 31, 2018 compared to $48,833 in the year ended March 31, 2017. The commissionincome (as explained above) has been recognized as ‘other income’. Cost of materials, including change in inventory of finished goods Cost of materials including change in inventory of finished goods was $479.6 million or 115.9% of revenue in fiscal 2018, compared to $456.7million or 82.8% of revenue in fiscal 2017, primarily reflecting the higher input costs. Notably, the group recognized provision for impairment of inventory(being one-time expense) for the amount of $134.0 million in fiscal 2018. Accordingly, in fiscal 2018, adjusted cost of materials* (including change ininventory of finished goods) is 83.5% of the revenue, compared to 82.8% of revenue in fiscal 2017. We carry inventories for a regular period of time and at times upon careful consideration, inventories are written off on their natural qualitativedeterioration. However, this year we identified certain deterioration in quality of inventories primarily due to large number of warehousing facilities spreadacross India, the mismatch in cash-to-cash cycle and sporadic unfavourable weather conditions. The management believes these are one-time events drivenlargely by macro-economic conditions as also, by uncontrollable external factors. This deterioration in quality of inventory results into a higher percentageof broken rice content upon processing. The management has decided, consciously and conservatively, to recognise a provision for impairment ofinventories for $134.0 million, considering the adjustment in its realisable value. Also, notably, one of our significant markets – India, implemented a nation-wide GST (Goods and Service tax) in July 2017 onwards (including onsales of branded food products). This implementation of GST by Government of India was done without giving due time and a reasonable moratorium period.Coupled with adverse impact of credit tightening and implementation of GST led to negative impact on revenues and cash flows. *(Adjusted cost of materials is arrived at as summation of cost of materials and change in inventories of finished goods, after taking the impact ofimpairment of inventory values) Employee benefit expenses Employee benefits expenses decreased by $2.0 million to $6.8 million in fiscal 2018 from $8.8 million in fiscal 2017, primarily due to a reductionin the number of employees versus the prior year. As a percentage of revenue, employee benefit expenses were 1.6% and 1.6% in fiscal 2018 and 2017,respectively. Depreciation and amortization Depreciation and amortization expense marginally decreased by $0.2 million to $1.6 million in fiscal 2018 as compared to $1.8 million in fiscal2017. As a percentage of revenue, depreciation and amortization costs remained same at 0.3% in fiscal 2018 and 2017, respectively. Freight, forwarding and handling expenses Freight, forwarding and handling expenses were $ 2.5 million or 0.5% of sales in fiscal 2018 compared to $3.1 million or 0.6% of sales in fiscal2017. Other expenses Other expenses decreased by $2.2 million, or 14.8%, to $12.7 million in fiscal 2018 from $14.9 million in fiscal 2017. As a percent of revenue, otherexpenses decreased to 3.1% in fiscal 2018 from 2.7% in fiscal 2017. Finance costs Finance costs were $34.1 million in fiscal 2018 compared to $29.3 million in fiscal 2017. The increase of $4.8 million is in line with increase in ourdebt from $224.4 million in fiscal 2017 to $234.0 million in fiscal 2018. 55 Finance income Finance income was $0.03 million in fiscal 2018 compared to $0.26 million in fiscal 2017 driven by a lower balance of cash and other marketablesecurities. Other gains and (losses) Other gains and losses was a gain of $4.9 million in fiscal 2018 compared to a loss of $1.5 million in fiscal 2017 primarily due to the impact of astronger dollar relative to rupee. Profit before tax Profit before tax decreased by $149.6 million, or (414.4%) to a loss of $113.5 million in fiscal 2018 from a gain of $36.1 million in fiscal 2017. Thisdecrease was primarily due to a decrease in revenue and increase in cost of material margins and one-time provision created on impairment of inventory.Profit before tax as a percentage of revenue was (27.4%) and 6.5% in fiscal 2018 and fiscal 2017. Income tax expense Corporate tax expense was $(19.9) million in fiscal 2018 as compared to expense of $4.6 million in fiscal 2017. We recognized our income taxliability of $(0.7) million and deferred tax liability of $0.8 million as of March 31, 2018. Deferred income taxes are calculated using a balance sheet liabilitymethod on temporary differences between the carrying amount of assets and liabilities and their tax bases using the tax laws that have been enacted orsubstantively enacted as on the reporting date. Profit after tax Profit after tax decreased by $125.1 million, or (397.0%), to a loss of $93.6 million in fiscal 2018 from a gain of $31.5 million in fiscal 2017 asexplained above. Profit after tax as a percentage of revenue was to (22.6%) in fiscal 2018 compared to 5.7% in fiscal 2017. Comparison of the Fiscal Years ended March 31, 2017 and 2016 Our results of operations for fiscal 2017 and 2016, respectively, were as follows: Revenue Revenue for fiscal 2017 was $551.8 million, a decrease of $11.6 million or 2.1% compared to $563.4 million in fiscal 2016. The revenue declinewas primarily driven by decreased volumes in the Company’s international emerging markets business that management team believes to be short term innature, as well as macro effects on the business that include the impact of currency translation on the Company’s India sales and lower prices globally forBasmati rice sales. Revenue for our Amira branded and third party branded products was $505.8 million in fiscal 2017, compared to $507.8 million for the same periodin fiscal 2016. Our Amira branded sales were $245.6 million and accounted for 44.5% of total sales, compared to $247.2 million or 43.9% of total sales in in2016. Third party branded sales were $260.2 million in fiscal 2017 compared to $260.6 million in fiscal 2016. Sales to the Company’s institutionalcustomers were $46.0 million during fiscal 2017 compared to $55.6 million in fiscal 2016. Revenue in India was $275.2 million in fiscal 2017, an increase of $29.3 million or 11.9% compared to $245.9 million in fiscal 2016. Revenuegrowth in India was negatively impacted by the depreciation of the Indian rupee against the U.S. dollar in fiscal 2017. Our sales in India, increased byapproximately 14.8%, when measured in Indian rupees in fiscal 2017. Our sales in India were also impacted by lower prices for Basmati rice, offset by highervolumes of Basmati rice. 56 Revenue from international sales decreased by $40.9 million, or 12.9%, to $276.6 million in fiscal 2017 from $317.5 million in fiscal 2016,primarily due to lower sales volumes to our institutional customers, as well as lower pricing for Basmati rice sold internationally which was offset in part byhigher volumes of Basmati rice. A breakdown of our revenue by geographic region is as follows: Region FY 2017 FY 2016 Amount in $million % Amount in $million % India 275.2 50.0% 245.9 43.6%EMEA 242.8 44.0% 299.2 53.1%Asia Pacific (excluding India) 6.1 1.0% 5.8 1.1%North America 27.7 5.0% 12.5 2.2%Total 551.8 100.0% 563.4 100.0% Other income Other income decreased to $48,833 in the year ended March 31, 2017 compared to $956,336 in the year ended March 31, 2016. Cost of materials, including change in inventory of finished goods Cost of materials including change in inventory of finished goods was $456.7 million or 82.8% of revenue in fiscal 2017, compared to $454.5million or 80.7% of revenue in fiscal 2016, primarily reflecting the lower input costs which were off-set by the declines in revenue. Employee benefit expenses Employee benefits expenses decreased by $4.1 million to $8.8 million in fiscal 2017 from $12.9 million in fiscal 2016, primarily due to a reductionin the number of employees versus the prior year, as well as a decrease in the non-cash share based compensation incurred during the year ended March 31,2017. As a percentage of revenue, employee benefit expenses were 1.6% and 2.3% in fiscal 2017 and 2016, respectively. Depreciation and amortization Depreciation and amortization expense decreased by $0.3 million to $1.8 million in fiscal 2017 as compared to $2.1 million in fiscal 2016. As apercentage of revenue, depreciation and amortization costs were 0.3% and 0.4% in fiscal 2017 and 2016, respectively. Freight, forwarding and handling expenses Freight, forwarding and handling expenses were $3.1 million or 0.6% of sales in fiscal 2017 compared to $9.1 million or 1.6% of sales in fiscal 2016.Freight, forwarding and handling expenses declined primarily due to the decrease in international sales, lower fuel cost and a greater percentage of saleswhich were conducted on FOB basis. Other expenses Other expenses decreased by $8.4 million, or 36.0%, to $14.9 million in fiscal 2017 from $23.3 million in fiscal 2016. As a percent of revenue, otherexpenses decreased to 2.7% in fiscal 2017 from 4.1% in fiscal 2016. The decrease was primarily due to a reduction in legal and professional expenses, andreduction in travel, power and advertisement. 57 Finance costs Finance costs were $29.3 million in fiscal 2017 compared to $27.1 million in fiscal 2016. The increase of $2.2 million is in line with increase in ourdebt from $209.4 million in fiscal 2016 to $224.4 million in fiscal 2017. Finance income Finance income was $0.3 million in fiscal 2017 compared to $1.2 million in fiscal 2016 driven by a lower balance of cash and other marketablesecurities. Other gains and (losses) Other gains and losses was a loss of $1.5 million in fiscal 2017 compared to a gain of $1.1 million in fiscal 2016 primarily due to the impact of astronger dollar relative to rupee. Profit before tax Profit before tax decreased by $1.7 million, or 4.5%, to $36.1 million in fiscal 2017 from $37.8 million in fiscal 2016. This decrease was primarilydue to a decrease in revenue and increase in cost of material margins. Additionally, the company had elevated spending on legal and professional expensesdriven by certain litigations. Profit before tax as a percentage of revenue was 6.5% and 6.7% in fiscal 2017 and fiscal 2016. Income tax expense Corporate tax expense was $4.6 million and our effective tax rate was 12.7% in fiscal 2017. This is similar to our situation as compared to fiscal2016 corporate tax expense was of $4.9 million and effective tax rate of 13.0%. We recognized our income tax liability of $15.8 million and deferred taxliability of $4.5 million as of March 31, 2017. Deferred income taxes are calculated using a balance sheet liability method on temporary differences betweenthe carrying 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 decreased by $1.4 million, or 4.3%, to $31.5 million in fiscal 2017 from $32.9 million in fiscal 2016, due to lower profits before tax.Profit after tax as a percentage of revenue was to 5.7% in fiscal 2017 compared to 5.8% in fiscal 2016. Interim reporting We intend to furnish reports to the Securities and Exchange Commission on Form 6-K which contain our six month results for the period endingSeptember 30 of each year, for so long as we are subject to the reporting requirements of Section 13(g) or 15(d) of the Exchange Act. The following tablepresents unaudited half yearly financial information for each of our last four interim periods on a historical basis. We believe the half yearly informationcontains all adjustments necessary to fairly present this information. The operating results for any interim period are not necessarily indicative of the resultsfor any future period. 58 FY 2018 FY 2017 Six months ended Six months ended March 31, 2018* September 30, 2017 March 31, 2017* September 30, 2016 Revenue 184,971,844 228,929,636 340,906,282 210,924,684 Other income 5,012,717 19,110 29,151 19,682 Cost of material (148,189,775) (225,261,357) (309,210,852) (182,978,800)Change in inventory of finished goods (143,153,777) 36,960,197 22,743,524 12,774,137 Employee benefit expenses (3,494,611) (3,303,120) (4,191,503) (4,561,672)Depreciation and amortization (786,280) (830,838) (842,697) (936,271)Freight, forwarding and handling expenses (1,627,670) (907,591) (1,742,222) (1,396,839)Other expenses (6,472,653) (6,232,506) (6,510,283) (8,395,427) (113,740,206) 29,373,531 41,181,400 25,449,494 Finance costs (17,113,806) (16,994,815) (15,275,389) (13,997,437)Finance income 974 28,695 115,624 147,607 Other gains and (losses) 4,234,887 673,677 (381,974) (1,130,954)Profit/(loss) before tax (126,618,151) 13,081,088 25,639,661 10,468,710 Income tax (expense)/credit 21,499,609 (1,558,311) (4,162,644) (434,324)Profit/(loss) after tax (105,118,542) 11,522,777 21,477,017 10,034,386 *The figures of the last half year of the fiscal year are arrived at as the balancing figures between the annual audited figures in respect of the full fiscalyear and the published year-to-date unaudited figures up to the September 30, of the relevant fiscal year. Liquidity and Capital Resources As of March 31, 2018, we had debt and liabilities in the following amounts:•secured revolving credit facilities, aggregating $198.0 million;•other facilities, aggregating $34.5 million;•related party debt, aggregating $16.4 million;•term loan facilities (including current portion of long-term debt amounting to $1.4 million), aggregating $1.4 million;·vehicle loans (including current portion of vehicle loan amounting to $0.01 million), aggregating $0.03 million; and•trade payables, aggregating $11.7 million. Debt incurred under our secured revolving credit facilities bears interest at variable rates of interest, determined by reference to the relevantbenchmark rate. Most of our debt is denominated in Rupees. As of March 31, 2018, the Group had Nil undrawn financing facilities which remained available for drawdown under existing financingarrangements The weighted average interest rates (including corresponding bank processing charges and fees for bank-related facilities) for each of the reportingperiods were as follows: Terms of Interest Fiscal year ended March 31, 2018 2017 2016 Secured revolving credit facilities Floating Rates of Interest 14.7% 14.5% 14.0%Other facilities Floating Rates of Interest 12.45% 9.7% 9.9%Related party debt – Mr. Karan A. Chanana Fixed Rate of Interest 11.6% 11.6% 11.6%Related party debt – Others Fixed Rate of Interest 9.4% 9.4% 9.4%Term loans Floating Rate of Interest 18.30% 13.0% 12.5%Vehicle loan Fixed Rate of Interest 4.62% 7.0% 11.4%Trade payables Fixed Rate of Interest - 21.0% 21.0% 59 The Group has paid interest to certain suppliers for the payments made beyond the normal credit period as required under “Association of artiyas(agents)”. Our secured revolving credit facilities have been provided to us by a consortium of 11* 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, Vijaya Bank, Punjab NationalBank and IDBI Bank), while the term loan facilities have been provided by ICICI Bank. (*State Bank of India and State Bank of Hyderabad (two of thebanks comprising of the consortium) merged during the year) 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 Ms. Anita Daing (a former Director of Amira Pure Foods Private Limited “APFPL”). Mr. Karan A. Chanana and Ms. Anita Daing (aformer Director of Amira Pure Foods Private Limited “APFPL”) have issued personal guarantees in favor of Canara Bank, the lead bank of a consortium of 11banks that granted Amira India its outstanding secured revolving credit facilities. Under these personal guarantees, Mr. Karan A. Chanana and Ms. AnitaDaing (a former Director of Amira Pure Foods Private Limited “APFPL”) have guaranteed the repayment of the secured revolving credit facilities, up to a sumof 1.4 million, along with any applicable interest and other charges due to the consortium. In the event that Amira India defaults in its payment obligations,Canara Bank has the right to demand such payment from Mr. Karan A. Chanana and/or Ms. Anita Daing (a former Director of Amira Pure Foods PrivateLimited “APFPL”), who are obligated under the terms of the personal guarantees to make such payment. Ms. Anita Daing was a director of Amira India untilMay 23, 2016. Additionally, personal guarantees containing similar terms have been issued by Mr. Karan A. Chanana and Ms. Anita Daing in favor of ICICI Bankfor amounts not exceeding $235.7 million guaranteeing repayment of the term loan facilities availed by Amira India from these banks. ANFI has indemnified its directors and officers, including Mr. Karan A. Chanana and Ms. Anita Daing, in accordance with its Amended and RestatedMemorandum and Articles of Association and indemnification agreements entered into with such directors and officers. Such indemnification includesindemnification for Mr. Karan A. Chanana’s and Ms. Anita Daing’s personal guarantees described above. Under the terms of some of Amira India’s current secured revolving credit facilities (representing less than 10% of our total debt outstanding as ofMarch 31, 2018), we need the consent of lenders under our current secured revolving credit facilities to declare dividends for any year except (i) out of profitsrelating to that year after meeting all the financial commitments to the bank(s) and making all other due and necessary provisions and (ii) that no default hadoccurred in any repayment obligations during the year. Additionally, such financing arrangements 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. 60 In fiscal 2018, 2017 and 2016, we spent $0.4 million, $0.1 million and $0.6 million, respectively, on capital expenditures. Historically, our cash requirements have mainly been for working capital as well as capital expenditures. As of March 31, 2018, our primary sourcesof liquidity, aside from our secured revolving credit facilities, were $1.2 million of cash 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 $258.3 million as of March 31, 2018. 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 $66.0 million as of March 31, 2018. 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 will be sufficient to meet our anticipated regular working capital requirements and our needs for capital expenditures for atleast the next 12 months. We may, however, require additional cash resources to fund the development of our new processing facility or to respond tochanging 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. As of March 31, 2018, the Group had nil undrawn financing facilities which remained available for drawdown under our existing financingarrangements. The Indian company is carrying negotiation and dialogue with banks to reclassify its debt between working capital and real estate. The currentfactory land is owned by the Indian Company. Approximately, 9 acres of the total of 17 acres of factory land has already been converted and licensed asresidential real estate. The balance of 8 acres of factory land is under advanced stage of approval and licensing for conversion. We are in the process ofinjecting liquidity through various means like land base monetization etc. Management is confident to address the issue of liquidity. However, as mentioned in our risk factors, due to tightening of regulatory and credit environment in India, banks have not agreed to reclassify ourdebt into working capital and real estate. This has resulted in some of the banks classifying the loan to Indian Company as Non-performing assets. The IndianCompany is in the process of monetizing its assets and attempting to raise fresh capital. The following table sets forth the summary of our cash flows for the periods indicated: Fiscal year ended March 31, 2018 2017 2016 (Amount in $ million) Net cash generated from/(used in) operating activities (28.4) 5.8 (6.5)Net cash generated from/(used in) investing activities 1.4 3.3 1.8 Net cash generated from/(used in) financing activities 7.6 (18.6) (21.8)Effect of change in exchange rate on cash and equivalents 3.7 8.9 (2.8)Net increase/(decrease) in cash and cash equivalents (15.6) (0.6) (29.3)Cash and cash equivalents at the beginning of the year 16.8 17.4 46.7 Cash and cash equivalents at the end of the year 1.2 16.8 17.4 Net cash generated from/ (used in) operating activities In fiscal 2018, net cash generated from/(used in) operating activities was $(28.4) million in comparison to net cash used of $5.8 million in fiscal2017. In fiscal 2017, net cash generated from operating activities was $5.8 million in comparison to net cash used of $6.5 million in fiscal 2016. Generally, factors that affect our earnings include, among others, sales price and volume, costs and productivity, which similarly also affect our cashflows from or (used in) operations. While management of working capital, including timing of collections and payments, affects operating results onlyindirectly, its impact on working capital and cash flows provided by operating activities can be significant. 61 Net cash used in investing activities In fiscal 2018, cash generated from investing activities was $1.4 million compared to cash generated of $3.3 million in fiscal 2017 which wasprimarily due to interest income slightly offset by capital expenditure. In fiscal 2017, cash generated from investing activities was $3.3 million compared to cash generated of $1.8 million in fiscal 2016 which wasprimarily due to interest income slightly offset by capital expenditure. Net cash generated from financing activities In fiscal 2018, cash flow from financing activities was $7.6 million which was primarily due to the net proceeds of $33.5 million from the incurrenceof short-term debt. We repaid long-term debt of $0.02 million and interest of $25.9 million during the fiscal 2018. In fiscal 2017, cash used in financing activities was $18.6 million which was primarily due to the net proceeds of $9.4 million from the incurrence ofshort-term debt. We repaid long-term debt of $0.5 million and interest of $27.5 million during the fiscal 2017. Contractual Obligations The following is a summary of our contractual obligations and other commitments as of March 31, 2018: Payments due by period Total Less than 1year 1-2 years 2-5 years More than5 years (Amount in $ million) Long-Term Debt Obligations: Current portion of Long Term Debt 1.4 1.4 - - - Non-Current portion of Long Term Debt 0.1 - 0.1 - - Interest liability 0.2 0.2 - - - Total Long-Term Debt Obligations (A) 1.7 1.6 0.1 - - Operating Lease Obligations (B) 0.3 0.3 - - - Short-Term Debt Obligations: Current Debt 250.2 250.2 - - - Less: Current portion of Long-Term Debt (1.4) (1.4) - - - Trade Payables 11.7 11.7 - - - Other Financial Liabilities 7.3 7.3 - - - Total Short-Term Debt Obligations (C) 267.8 267.8 - - - Total Contractual Obligations (A)+(B)+(C) 269.8 269.7 0.1 - - Capital commitments Capital commitments net of advances amounted to $8.5 million, $8.5 million and $8.4 million as of March 31, 2018, 2017 and 2016 respectively. 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. 62 Off-Balance Sheet Arrangements As of March 31, 2018, we had no off-balance sheet arrangements, other than items disclosed under the heading “Item 18. Financial Statements”. Critical Accounting Policies and Estimates Information relating to “Critical Accounting Policies and Estimates” are described in detail under the heading “Item 18. Financial Statements – Note6”. New standards/amendments relevant for the Group adopted from April 1, 2016 and new standards/amendments issued but not yet effective relevant forthe Group Information relating to “New standards/amendments relevant for the Group adopted from April 1, 2016” and “New standards/amendments issued butnot yet effective relevant for the Group” are described in detail under the heading “Item 18. Financial Statements – Note 4 and 5”. Non-IFRS Financial Measures In evaluating our business, we consider and use the non-IFRS measures EBITDA, adjusted EBITDA, adjusted profit after tax, adjusted earnings pershare, adjusted net working capital and net debt as supplemental measures to review and assess our operating performance. The presentation of these non-IFRS financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordancewith IFRS. We define: (1) EBITDA as profit after tax plus finance costs (net of finance income), income tax expense and depreciation and amortization; (2) adjusted EBITDA, as EBITDA plus non-cash expense for share-based compensation for fiscal 2018, fiscal 2017 and fiscal 2016, respectively, other one-time legal & professional charges for fiscal 2018, 2017 and fiscal 2016 and one-time provision for impairment of inventory in fiscal 2018; (3) adjusted profit after tax, as profit after tax plus non-cash expense for share-based compensation for fiscal 2018, fiscal 2017 and fiscal 2016, respectively,other one-time legal and professional charges for fiscal 2016, 2017 and 2018; and one-time provision for impairment of inventory in fiscal 2018; (4) adjusted earnings per share as the quotient of: (a) adjusted profit after tax and (b) the sum of our weighted average number of shares (including dilutiveimpact of share options granted) for the applicable period and the ordinary shares subject to the exchange agreement between us and the non-controllingshareholders of Amira India; during the applicable period; (5) adjusted net working capital as total current assets minus: (a) total current liabilities (b) cash and cash equivalents and plus current debt; and (6) net debt as total current and non-current debt minus cash and cash equivalents. (7) Adjusted Cost of goods sold as Cost of goods sold after accounting for the impact of impairment of inventories. We use both EBITDA and adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on aconsistent basis, as a measure for planning and forecasting overall expectations, for evaluating actual results against such expectations and as a performanceevaluation metric, including as part of assessing and administering our executive and employee incentive compensation programs. We believe that the use ofEBITDA and adjusted EBITDA as non-IFRS measures facilitates investors’ assessment of our operating performance from period to period and from companyto company by backing out potential differences caused by variations in items such as capital structure (affecting relative finance or interest expenses), thebook amortization of intangibles (affecting relative amortization expenses), the age and book value of property and equipment (affecting relativedepreciation expenses) and other non-cash expenses. We also present these non-IFRS measures because we believe they are frequently used by securitiesanalysts, investors and other interested parties as measures of the financial performance of companies in our industry. These non-IFRS financial measures are not defined under IFRS and are not presented in accordance with IFRS. These non-IFRS financial measureshave limitations as 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 operations data prepared in accordance with IFRS. Some of these limitations include, but are not limited to: 63 ·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 comparative measure. We compensate for these limitations by relying primarily on our IFRS results and using EBITDA only as a supplemental measure. We present adjusted EBITDA, adjusted profit after tax, adjusted earnings per share, adjusted net working capital and net debt because we believethese measures provide additional metrics to evaluate our operations and, when considered with both our IFRS results and the reconciliation to profit aftertax, basic and diluted earnings per share, working capital and total current and non-current debt, respectively, provide a more complete understanding of ourbusiness than could be obtained absent this disclosure. We also believe that these non-IFRS financial measures are useful to investors in assessing theoperating performance of our business after reflecting the adjustments described above. In the following tables we have provided reconciliation of non-IFRS measures to the most directly comparable IFRS measure: 1.Reconciliation of profit after tax to EBITDA and adjusted EBITDA: Fiscal year ended March 31, 2018 2017 2016 (Amount in $) Profit/(loss) after tax (PAT) (93,595,764) 31,511,403 32,913,597 Add: Income tax expense (19,941,298) 4,596,968 4,897,325 Add: Finance costs (net of finance income) 34,078,952 29,009,595 25,876,361 Add: Depreciation and amortization 1,617,118 1,778,968 2,061,698 EBITDA (77,840,992) 66,896,934 65,748,981 Add: Non-cash expenses for share-based compensation 1,205,809 1,312,250 3,523,412 Add: One-time provision for impairment of inventory 133,984,426 - - Add: One-time legal & professional charges 1,695,323 2,295,995 5,461,146 Adjusted EBITDA 59,044,566 70,505,179 74,733,539 64 2.Reconciliation of profit after tax to adjusted profit after tax (excluding IPO-related expenses): Fiscal year ended March 31, 2018 2017 2016 (Amount in $) Profit/(loss) after tax (PAT) (93,595,764) 31,511,403 32,913,597 Add: Non-cash expenses for share-based compensation 1,205,809 1,312,250 3,523,412 Add: One-time provision for impairment of inventory (net of taxes) 87,164,908 - - Add: One-time legal & professional charges 1,695,323 2,295,995 5,461,146 Adjusted profit/(loss) after tax (3,529,724) 35,119,648 41,898,155 3.Reconciliation of earnings per share and adjusted earnings per share: Fiscal year ended March 31, 2018 2017 2016 (Amount in $) Profit/(loss) after tax (PAT) (93,595,764) 31,511,403 32,913,597 Profit attributable to Shareholders of the company (A) (78,222,174) 25,087,388 25,792,843 Weighted average number of shares (for Basic earnings per share) (B) 34,064,348 29,822,470 28,805,738 Weighted average number of shares (for diluted earnings per share) (C) 34,064,348 29,822,470 28,805,738 Basic earnings per share as per IFRS (A) ÷ (B) (2.30) 0.84 0.90 Diluted earnings per share as per IFRS (A) ÷ (C) (2.30) 0.84 0.90 Share Issuable under share exchange agreement for non-controllinginterest (D) 7,005,434 7,005,434 7,005,434 Number of shares outstanding including shares for non-controlling interest-fully diluted (E) = (C) + (D) 41,069,782 36,827,904 35,811,172 Profit/(loss) after tax (PAT) (93,595,764) 31,511,403 32,913,597 Add: Non-cash expenses for share-based compensation 1,205,809 1,312,250 3,523,412 Add: One-time provision for impairment of inventory (net of taxes) 87,164,908 - - Add: One-time legal & professional charges 1,695,323 2,295,995 5,461,146 Adjusted profit/(loss) after tax (F) (3,529,724) 35,119,648 41,898,155 Adjusted earnings per share (F) ÷ (E) (0.09) 0.95 1.17 65 4.Reconciliation of working capital (total current assets minus total current liabilities) and adjusted net working capital: Fiscal year ended March 31, 2018 2017 2016 (Amount in $) Current assets: Inventories 161,278,863 273,063,839 239,048,161 Trade receivables 258,331,963 209,673,239 189,702,525 Derivative financial assets - - 439,488 Other financial assets 3,612,232 5,467,164 5,577,017 Prepayments 65,977,255 47,272,153 22,572,280 Other current assets 1,170,200 664,553 1,282,267 Cash and cash equivalents 1,216,642 16,831,655 17,412,501 Total current assets 491,587,155 552,972,603 476,034,239 Current liabilities: Trade payables 11,741,143 13,004,865 14,513,988 Debt 250,204,044 224,391,280 208,924,196 Current tax liabilities (net) - 15,799,116 15,716,854 Derivative financial liabilities - - 453 Other financial liabilities 7,285,473 12,259,830 6,856,677 Other current liabilities 871,160 1,101,744 1,197,855 Total current liabilities 270,101,820 266,556,835 247,210,023 Working Capital (Total current assets minus Total current liabilities) 221,485,335 286,415,768 228,824,216 Less: Cash and cash equivalents 1,216,642 16,831,655 17,412,501 Add: Current debt 250,204,044 224,391,280 208,924,196 Adjusted net working capital 470,472,737 493,975,393 420,335,911 5.Reconciliation of total current and non-current debt to net debt: Fiscal year ended March 31, 2018 2017 2016 (Amount in $) Current debt 250,204,044 224,391,280 208,924,196 Non-current debt 27,430 48,743 518,056 Total current and non-current debt as per IFRS 250,231,474 224,440,023 209,442,252 Less: Cash and cash equivalents 1,216,642 16,831,655 17,412,501 Net debt 249,014,832 207,608,368 192,029,751 ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.Directors and senior management The following table sets forth as of March 31, 2018, information about our directors and executive officers: Name Age PositionKaran A. Chanana 45 Chairman of the Board of Directors and Chief Executive OfficerVarun Sethi 36 Chief Financial OfficerNeal Cravens(1)(2)(3)* 65 Independent DirectorRobert Wagman(1)(2)(3) 54 Independent DirectorNathalie Dauriac* 40 Independent DirectorHarash Pal Sethi(1)(2)(3) 68 Independent DirectorRajesh Arora 53 Managing Director of Amira IndiaAlireza Yazdi 50 Vice President of Amira I Grand Foods Inc., USA* New director Herve Larren joined the board as independent director in May 2018. Neal Cravens retires on October 16, 2018 and is replaced by MohitMalik on the Board and also the Audit Committee. Nathalie Dauriac resigned on May 17, 2018. 66 (1)Member of Audit Committee(2)Member of Corporate Governance and Nominating Committee(3)Member of Compensation Committee** Mr. Karan A. Chanana has been our Chief Executive Officer and Chairman of the Board of Directors since our Initial Public Offering in 2012. Hisemployment agreement as CEO of ANFI expired in July 2017 and has since not been renewed. Mr. Chanana became Chief Executive Officer of Amira India in2006 and has been a Director of Amira India since 1994. Mr. Chanana has previously served as the Chairman for the Food Processing Value Addition Councilof the Associate Chamber of Commerce and Industry of India and as a member of various committees of the Confederation of Indian Industries, including theAgricultural Committee. Mr. Chanana received a Bachelor of Commerce degree from the University of Delhi in 1993. Mr. Varun Sethi, has been our Chief Financial Officer since August 11, 2017. From April 2012 to April 2013 and from July 2016 to present, VarunSethi has worked for Amira, as part of its corporate finance and financial reporting team. From November 2015 to September 2016, Varun Sethi worked forProtiviti Consulting (formerly Arthur Anderson Consulting) based in Delhi NCR providing transaction and financial advisory services involving accountingadvisory for International Financial Reporting Standards (“IFRS”) and U.S. Generally Accepted Accounting Principles (“GAAP”) for Indian andmultinational clients. Varun Sethi has also held positions at Ernst & Young and Grant Thornton in India. Varun Sethi’s professional experience includescapital markets and transactions advisory, financial due diligence and valuations, IFRS & US GAAP accounting advisory for Indian and multinationalcompanies, statutory audit and risk audits of businesses. His experience spans consulting projects in sectors including consumer goods and services, realestate, pharmaceuticals and manufacturing sectors. Mr. Varun Sethi received his Chartered Accountancy degree from Institute of Chartered Accountants ofIndia (ICAI) in July of 2004 and attained a Bachelors of Commerce (Honours) degree from the University of Delhi, India in May of 2003. In February of 2007,Varun Sethi became a Certified Information Systems Auditor from the Information Systems Audit and Control Association (“ISACA”). Mr. Neal Cravens has been a member of our Board of Directors since October 2012. Previously, Mr. Cravens served as the Chief Financial Officer ofCott Corporation, a leading global supplier of private label soft drinks from 2009 to 2012. From 2005 to 2009, he served in various capacities includingChief Financial Officer of Advantage Sales and Marketing LLC, a consumer products broker, Chief Financial Officer of Almatis, a leading global supplier ofspecialty alumina and Senior Vice President of Finance at Warner Music Group. Mr. Cravens also held a variety of roles from 1978 through 2000 at SeagramCompany Ltd., the beverage, consumer products, and media & entertainment company, including senior Vice President of Finance, Chief Accounting Officerand Vice President of planning, mergers and acquisitions. He also served as Executive Vice President and Chief Financial Officer of Seagram’s Tropicana andUniversal Music Group divisions. While at Seagram, Mr. Cravens had responsibility for SEC reporting, managing credit facilities, conducting equity anddebt financings, strategic planning and M&A. Mr. Cravens received a Bachelor’s degree from the University of Kentucky in 1974 and a M.B.A. from theUniversity of Kentucky in 1976. After serving the Company continuously for last six years, Neal Cravens has retired as a director effective October 16, 2018.Mr. Cravens was a member of the Company’s Board of Directors and Audit Committee from October 15, 2012 until his retirement on October 16, 2018. Mr.Cravens’ retirement was not a result of any disagreement with the Company on any matter. He shall be replaced on October 16, 2018 by Mr. Mohit Malik. Mr. Harash Pal Sethi has been a member of our Board of Directors since November 2013. He brings with him over 40 years of experience in theareas of finance, accounting, corporate finance, cross-border investments, investment advisory and structuring of joint ventures in the UK, Europe, the MiddleEast and India. Mr. Sethi has been a part of Cornelius Barton & Co, a London-based firm providing audit, accounting, tax and consulting services to family-owned businesses and high net worth individuals since 1972 as a chartered accountant, partner and the sole proprietor since 1990. He has been a partner atBlenheim Equity LLP since 2005 and Blenheim Windfarms LLP since 2007 focusing on equity and financing transactions for European wind and solarprojects. He is the chairman of the JKS Restaurant Group, which owns and manages restaurants in the UK and Europe, and advises on internationalopportunities for diversification and development. Mr. Sethi has also been a director of Euro Afro Financial Holdings Limited, an investment holdingcompany between 2002 and 2013. As a member of the Board of Directors of Eoxis India Private Limited from February 2011 through February 2013, Mr.Sethi advised on India-based investments, business development and acquisitions of India-based projects. Mr. Sethi received a Bachelor of Commerce degreefrom Delhi University, India in 1971. He also qualified as a Chartered Accountant in 1976 from the Institute of Chartered Accountants in England & Walesand is presently a Fellow Member. 67 Mr. Robert Wagman, has been an independent director of the Company since September 26, 2017. From January of 2011 through June of 2017,Mr. Wagman was the President and Chief Executive Officer of LKQ Company, a Fortune 500 Company listed on the NASDAQ stock exchange. LKQ is NorthAmerica’s largest provider of alternative and specialty parts to repair and accessorize automobiles and other vehicles. LKQ has operations in North America,Europe and Taiwan. As its Chief Executive Officer, Mr. Wagman was responsible for the oversight of LKQ’s operations. Mr. Mohit Malik, is an independent director of the Company following approval from the Board of Directors his appointment is effective as ofOctober 16, 2018. Mr. Malik graduated in Law (LLB) from prestigious Delhi University and practices law since 1984. He has served as the past President ofGurgaon Chamber of Industry & Commerce and is presently serving as the Executive Member of the Chamber. He is an accomplished professional and hasover 34 years’ experience in the field of Corporate Debt Restructuring, Corporate Financial Restructuring, advise on Amalgamations and Mergers, etc. Ms. Nathalie Dauriac, was an independent director of the Company from August 11, 2017 until May 17, 2018. In February of 2015, NathalieDauriac founded Hay Hill Wealth Management, a wealth manager located in London, England and since such time has served as its Chief Executive Officer.In November of 2009 Nathalie Dauriac founded Signia Wealth, a private banking and asset management company in London, England and served as itsChief Executive Officer until December 2014.Nathalie Dauriac received a Post-Graduate Diploma in Management Studies from Queens College, CambridgeUniversity in May 2000. Since July of 2012 Nathalie Dauriac served as the Director of the Young Presidents’ Organization - London Mayfair Chapter.Nathalie Dauriac resigned on May 17, 2018. Mr. Rajesh Arora is Managing Director of Finance of Amira India and has been with Amira India since 1998. Previously, from 1988 to 1998, Mr.Arora was with Pure Drinks (New Delhi) Ltd. Mr. Arora is a Chartered Accountant, qualified in 1988 and is a member of the Institute of Chartered Accountantsof India. He received a Bachelor of Commerce, with Honors, from Delhi University in 1985. Mr. Alireza Yazdi joined the Company in 2008 as a Vice President of Amira I Grand Foods Inc., USA with more than 20 years of experience in theoperation, distribution and retailing of the basmati rice industry in the United States and Canada. Mr. Yazdi is responsible for the Company’s revenue,operation and corporate planning functions. Previously, Mr. Yazdi worked with Kusha Rice Corporation as a General Manager for more than 13 years andwas instrumental in launching the Royal brand in the United States. In 2006 he started his own distribution business of rice, and olive oil from Spain. Mr.Yazdi received a Bachelor of Science in Industrial Engineering from the Complutense University of Madrid. None of our officers and directors is related to each other. **Further, the Company eliminated its compensation committee effective May 4, 2018. As a Foreign Private Issuer as defined by SecuritiesExchange Act Rule 3b-4(c), under the rules of the New York Stock Exchange we are not required to have a compensation committee and as such, we haveelected to follow home country governance practices. B.Compensation Compensation of Directors and Executive Officers Director Compensation We incurred an aggregate amount of $1,172,343 as compensation (in cash and shares awards) for services of independent directors to the Board ofDirectors and its committees for the fiscal year 2018. 68 Mr. Harash Pal Sethi, Mr. Robert Wagman and Mr. Neal Cravens each received compensation of $80,000 for fiscal year ended March 31, 2018, fortheir services as directors. While Nathalie Dauriac received compensation of $55,000 for fiscal year ended March 31, 2018, for her services as a director. Additionally, Mr. Neal Cravens, Robert Wagman, Nathalie Dauriac and Herve Larren are entitled to receive ordinary shares having a value of$55,000 each, on an annual basis for each year of their service in October every year, as a director. A new director Herve Larren joined the board asindependent director in May 2018. Nathalie Dauriac resigned on May 17, 2018. Accordingly,·In fiscal 2018, Mr. Harash Pal Sethi, received ordinary shares having a value of $225,000 relating to fiscal 2017 and $175,000 relating to fiscal 2016 forhis increased responsibilities as the Chairman of the Audit Committee.·We do not pay any compensation to our executive directors for their services to the Board. We reimburse our directors for expenses accrued inconnection with their services to the Board. Executive Officer Compensation During fiscal 2018, none of our senior executives received more than $365,000 in cash compensation pertaining to fiscal year 2018. Compensation for our CEO* and CFO Karan A.* Chanana Varun Sethi (Amount in $) Annual Salary - 425,000 Cash Bonus - 475,000 Equity-Based Compensation (non-cash expense – see “Item 18. Financial Statements”; under Note 19.1 “Share-based compensation”) - Other Compensation - - Total NIL 900,000 *On June 14, 2012, the Company entered into an employment agreement to act as the CEO with its Chairman, Karan A. Chanana. The Agreement had aninitial term of 5 years after which the Agreement renews each year. The agreement may be terminated by either party by providing written notice to the otherparty at least thirty days before the end of the term. The Company is presently in negotiations with Mr. Chanana concerning the terms of his employment.However, pending a documented agreement, he has not been remunerated/ paid remuneration as the Chief Executive Officer during the fiscal 2017-18. Mr.Chanana is the Chief Executive Officer of the Company despite the expiration of the Employment Agreement until his successor has been duly elected andappointed by the Board of Directors. Employment Agreements Employment Agreement with Mr. Karan A. Chanana On June 14, 2012, Mr. Karan A. Chanana entered into an employment agreement with ANFI governing his role as Chairman of theCompany. Previously Mr. Chanana had a similar role and had an agreement with Amira C Foods International DMCC which was replaced by the employmentagreement dated June 14, 2012. The terms of his employment agreement that expired on June 13, 2017, with ANFI, are detailed below. Based upon theAmended and Restated Memorandum and Articles of Association, Mr. Chanana is the Chief Executive Officer of the Company despite the expiration of theEmployment Agreement until his successor has been duly elected and appointed by the Board of Directors. 69 For the fiscal year ended March 2017, Mr. Chanana was paid an annual base salary of $540,000. Under the terms of his agreement Mr. Chanana wasalso reimbursed for all business and travel expenses, annual living expenses of $120,000 and a discretionary annual target bonus of $351,000 based on theachievement of certain performance objectives. Additionally, on October 15, 2012, upon the closing of our IPO, Mr. Chanana was granted an option pursuantto our contemplated 2012 Omnibus Incentive Plan to purchase such number of ordinary shares of ANFI equal to one percent (1%) of ANFI’s fully dilutedoutstanding ordinary shares on October 15, 2012, with an exercise price equal to the per share offering price. The options had a vesting period of 48 equaland consecutive monthly installments commencing on the first month anniversary date of grant. This vesting period was amended by the Board on December9, 2013 which made the options immediately exercisable. Consequently, the total cost of these share options has been charged to the consolidated statementsof profit or loss for the fiscal year ended March 31, 2014. Pursuant to the terms of the employment agreement, Mr. Chanana is entitled to receive or participate in all employee benefit programs andperquisites applicable to senior executives. Mr. Chanana is entitled to reimbursement of business expenses and certain personal expenses incurred in India.We shall also provide and maintain adequate directors’ 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”. On October 15, 2013, an addendum to the Employment Agreement was entered into between the Company and Mr. Chanana. This addendumprovides that: “subject to approval by the Compensation Committee of the Board and subject to the terms and conditions of the 2012 Omnibus Securitiesand Incentive Plan, the Board in its sole discretion may review and grant such options to Mr. Chanana from time to time at an exercise price to be determinedby the Compensation Committee of the Board.” On June 15, 2014, the Board of Directors increase Mr. Chanana’s annual base salary from $475,200 to $540,000 for the fiscal year 2015 which is anincrease of 13.6% over Mr. Chanana’ s base salary for 2013-2014. On July 18, 2014, an addendum to the Employment Agreement was entered into between the Company and Mr. Chanana. This amendment allowsfor reimbursement of all business-related expenses incurred by Mr. Chanana for conveyance, travel, business, entertainment, sales and business promotionand certain non-business related expenses. 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 employment withoutcause 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; 70 ·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; ·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 and includingthe day after the termination date through the last day of the then-current term of the employment agreement, in each case, divided by 365,for payments and benefits payable in the event of a termination without cause or for good reason. However, the severance multiplier is 1.0plus the above-mentioned multiple, if we terminate Mr. Chanana’s employment without cause at the request of an acquirer or otherwise incontemplation of a change in control in the period beginning six months prior to the date of a change in control, or he terminates hisemployment for good reason within two years after a change in control; ·immediate vesting of his option award to purchase 1,465,183 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 receivecontinuation coverage. 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: 71 ·$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 ·$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 acquirer orotherwise 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. 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, and the total cash payment that would be payable to Mr. Chanana is approximately$1,782,000. However, these amounts would be different in any given year. 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-mentionedmultiple. Accordingly, under the above scenario, the total cash payment that would be payable to Mr. Chanana is approximately $1,782,000. Under theemployment agreement, a change in control is defined as: (1) the acquisition of 40% or more of our ordinary shares, except in connection with aconsolidation, merger or reorganization where (a) the shareholders of ANFI immediately prior to the transaction own at least a majority of the votingsecurities 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, mergeror reorganization, unless (a) the shareholders of ANFI immediately prior to the transaction own at least a majority of the voting securities of the survivingentity, (b) a majority of the directors of the surviving entity were directors of ANFI prior to the transaction, or (c) no person, entity, or group, subject to certainexceptions, beneficially owns more than 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 then incumbent members of the board; or (4) the shareholders approve the complete liquidation or dissolution of ANFI, or a saleor other disposition of all or substantially 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 continuedcoverage is 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 isentitled to receive continuation coverage. 72 Obligations of Mr. Chanana Payment and benefits under the employment agreement are subject to compliance by Mr. Chanana with the restrictivecovenants in the agreement, including non-disclosure, non-competition and non-solicitation covenants. The non-competition and non-solicitation covenantsexpire on the second anniversary of the termination of Mr. Chanana’s employment. The non-disclosure covenant does not expire. If Mr. Chanana violates anyof these or other covenants or obligations contained in the agreement, we will be entitled to recover all costs and fees incurred to enforce ANFI’s rights underthe agreement and are not restricted from pursuing other available remedies for such breach. Employment Agreements with Other Senior Executive Officers We have entered into employment agreements with our senior executive officers. We may terminate a senior executive officer’s employment forcause at any time without remuneration for certain acts of the officer, such as the commission of any felony, or any material breach of any Company policy orcode after being afforded a reasonable opportunity to cure such failure. We may also terminate a senior executive officer’s employment without cause at anytime, and we shall provide severance payments to the officer in accordance with the terms of the respective employment agreement. A senior executive officermay terminate his or her employment at any time, subject to the specifics of his or her employment agreement. In connection with their respective employment agreements, each senior executive officer has agreed to not disclose any confidential or proprietaryinformation of the Company or its business, including, without limitation, all of the Company’s customer lists, financial data, sales figures, costs and pricingfigures, marketing and other business plans, product development, marketing concepts, computer software or data of any sort developed or compiled by theCompany, formulae or any other information relating to the Company’s services, products, sales, technology, research data, software and all other know-how,trade secrets or proprietary information. Each officer also agrees that the Company will own all the intellectual property created, made or conceived by suchexecutive officer during his or her employment. Retirement Benefits During fiscal 2017, we accrued $95,295 for post-employment benefits through defined contribution and defined benefit plans for our employees(including executive officers). Equity Benefit Plan Our Board of Directors and existing shareholders have adopted and approved the 2012 Plan and a further 2017 plan. The 2012 & 2017 Plan,effective as applicable, is a comprehensive incentive compensation plan under which we can grant equity-based and other incentive awards to officers,employees and directors of, and consultants and advisers to, ANFI and our subsidiaries. The purpose of the 2012 & 2017 Plan is to help us attract, motivateand 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, Mr. Neal Cravens andMr. Harash Pal Sethi, who are each (i) “Outside Directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or theCode, (ii) “non-employee directors” within the meaning of Rule 16b-3, or Non-Employee Directors, and (iii) “independent” for purposes of any applicablelisting requirements; provided, however, that the Board of Directors or the Committee may delegate to a committee of one or more members of the Board ofDirectors who are not (x) Outside Directors, the authority to grant awards to eligible persons who are not (A) then “covered employees” within the meaning ofSection 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) personswith respect to whom we wish to comply with the requirements of Section 162(m) of the Code, and/or (y) Non-Employee Directors, the authority to grantawards to eligible persons who are not then subject to the requirements of Section 16 of the Exchange Act. If a member of the Compensation Committee iseligible 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-employeedirectors and 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 toeach award, the exercise price under each option and base price for each SAR (as defined in a subsequent paragraph), the term of each award, the vestingschedule for an award, whether to accelerate vesting, the value of the ordinary shares underlying the award, and the required withholdings, if any. TheCompensation Committee is also authorized to construe the award agreements, and may prescribe rules relating to the 2012 Plan. (*the Company eliminatedits compensation committee effective May 4, 2018. As a Foreign Private Issuer as defined by Securities Exchange Act Rule 3b-4(c), under the rules of theNew York Stock Exchange we are not required to have a compensation committee and as such, we have elected to follow home country governancepractices.) 73 Grant of Awards; Ordinary Shares Available for Awards The 2012 Plan provides for the grant of awards which are distribution equivalent rights,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. Further, we have reserved a total of 4,500,000 ordinary shares for issuance as or under awardsto be made under the 2017 Plan. To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases to be 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 new award; provided, however, thatordinary shares surrendered or withheld as payment of the exercise price under an award or for tax withholding purposes in connection with an award shallnot 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 dateon which it is adopted by the Board of Directors (except as to awards outstanding on that date). The Board of Directors in its discretion may terminate the2012 Plan at any time with respect to any ordinary shares for which awards have not theretofore been granted; provided, however, that the 2012 Plan’stermination shall not materially and adversely impair the rights of a holder with respect to any award theretofore granted without the 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 Plan during any calendar year islimited 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 grantof awards is dependent upon various factors such as hiring requirements and job performance. 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 employeewho is 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 paidor deemed 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. 74 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 onthe date 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 (determinedat the 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 on transferability,risk of forfeiture and other restrictions, if any, as the Compensation Committee or the Board of Directors may impose, which restrictions may lapse separatelyor in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in suchinstallments or otherwise, as the Compensation Committee or the Board of Directors may determine at the date of grant or purchase or thereafter. Except tothe extent restricted under the terms of the 2012 Plan and any agreement relating to the restricted share award, a participant who is granted or has purchasedrestricted shares shall have all of the rights of a shareholder, including the right to vote the restricted shares and the right to receive dividends thereon(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. Pursuant to theterms of the applicable unrestricted share award agreement, a holder may be awarded (or sold) ordinary shares which are not subject to transfer restrictions, inconsideration 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 the satisfaction ofpredetermined individual service-related vesting requirements, based on the number of units awarded to the holder. The Compensation Committee shall setforth in the applicable restricted share unit award agreement the individual service-based or performance-based vesting requirement which the holder wouldbe required to satisfy before the holder would become entitled to payment and the number of units awarded to the Holder. Such payment shall be 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 sole discretion, prescribeadditional terms and conditions or restrictions. The holder of a restricted share unit shall be entitled to receive a cash payment equal to the fair market valueof an ordinary share, or one (1) ordinary share, as determined in the sole discretion of the Compensation Committee and as set forth in the restricted share unitaward agreement, for each restricted share unit subject to such restricted share unit award, if and to the extent the applicable vesting requirement 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 the calendar year in which therestricted share unit first becomes vested. 75 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 shallapply) 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 theholder and the dollar value assigned to each such unit. Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. Atthe time of such award, the Compensation Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder of aperformance unit shall be entitled to receive a cash payment equal to the dollar value assigned to such unit under the applicable performance unit awardagreement if the holder and/or ANFI satisfy (or partially satisfy, if applicable under the applicable performance unit award agreement) the performance goalsand objectives set forth in such performance unit award agreement. If achieved, such payment shall be made no later than by the fifteenth (15th) day of thethird (3rd) calendar month 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 berequired to satisfy before the holder would become entitled to the receipt of ordinary shares pursuant to such holder’s performance share award and thenumber 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 (subjectto compliance with Code Section 409A), whereby, if so awarded, such distribution equivalent rights award shall expire, terminate or be forfeited by theholder, as applicable, under the same conditions as under such other award. The distribution equivalent rights award agreement for a distribution equivalentrights award 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 thefifteenth (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 setforth in the applicable 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 its exercise,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 number ofordinary 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. Recapitalization or Reorganization Subject to certain restrictions, the 2012 Plan provides for the adjustment of ordinary shares underlying awardspreviously granted if, and whenever, prior to the expiration or distribution to the holder of ordinary shares underlying an award theretofore granted, we shalleffect 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 werecapitalize 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. 76 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 individualaward agreements, (iii) materially modify the requirements for participation, or (iv) amend, modify or suspend certain repricing prohibitions or amendmentand termination 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). Refer “Item 18. Financial Statements – Note 18”, for issuances and grants as of March 31, 2018, under the 2012 Omnibus Securities and IncentivePlan. C.Board Practices Corporate Governance Standards Under New York Stock Exchange (NYSE) Listing Rules, foreign private issuers are permitted to follow home country (BVI) practice in respect ofcorporate governance in lieu of the NYSE Listing Rules. However, we are still required to comply with certain audit committee and additional notificationrequirements. We believe that we have complied with all NYSE Listing Rules applicable to us. 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 NYSEto disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under NYSE listingstandards. Management believes that ANFI follows corporate governance standards which are substantially similar to those followed by U.S. domesticcompanies under NYSE listing standards. We believe the significant differences between our Corporate Governance and NYSE Rules are as follows: ·The NYSE Listing Rules require that, subject to limited exceptions, shareholders be given the opportunity to vote on equity compensationplans and material revisions to those plans. In the BVI there are no laws, securities regulations or rules that require shareholder approval ofequity-based incentive plans or individual grants under those plans. ·The NYSE Listing Rules provide that NYSE-listed companies that are not otherwise exempt will need to include specified provisions intheir charters regarding retaining advisers; appointing, compensating, and overseeing such advisers; considering independence factorsbefore selecting and receiving advice from advisers; and receiving funding from the listed company to compensate such advisers. Ourcompensation committee charter follows home country practices which do not provide for any of the above-mentioned compensationcommittee charter requirements. ·The Company eliminated its compensation committee effective May 4, 2018. As a Foreign Private Issuer as defined by Securities ExchangeAct Rule 3b-4(c), under the rules of the New York Stock Exchange, we are not required to have a compensation committee and as such, wehave elected to follow home country governance practices. Board of Directors Our company is managed and controlled by our Board of Directors. Our Board of Directors currently has five directors. There are no familyrelationships between any of our directors and executive officers. A director is not required to hold any shares in our company by way of qualification. Thereare no severance benefits payable to our directors upon termination of their directorships, other than to Mr. Karan A. Chanana, who are our directors and alsoour executive officers and are entitled to severance benefits in such capacity pursuant to the terms of their employment. 77 Committees of the Board of Directors We have established three committees under our Board of Directors: an Audit Committee, a Compensation Committee* and a Corporate Governanceand Nominating Committee. Each committee’s members and functions are described below. Audit Committee Our Audit Committee consists of Mr. Harash Pal Sethi, Mr. Neal Cravens and Mr. Robert Wagman. Mr. Sethi is the Chairman of the AuditCommittee. Mr. Neal Cravens retires on October 16, 2018 and is replaced by Mohit Malik on the Audit Committee. Each of these individuals satisfies the“independence” requirements of the New York Stock Exchange. The Audit Committee oversees our accounting and financial reporting processes and theaudits 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. *Compensation Committee The Company eliminated its compensation committee effective May 4, 2018. As a Foreign Private Issuer as defined by Securities Exchange ActRule 3b-4(c), under the rules of the New York Stock Exchange we are not required to have a compensation committee and as such, we have electedto follow home country governance practices. Corporate Governance and Nominating Committee Our Corporate Governance and Nominating Committee consists of, Mr. Harash Pal Sethi, Mr. Neal Cravens and Mr. Robert Wagman. Each of theseindividuals satisfies the “independence” requirements of the New York Stock Exchange. Mr. Sethi is the Chairman of the Corporate Governance andNominating Committee. The Corporate Governance and Nominating Committee assists the board in identifying individuals qualified to become ourdirectors and in determining the composition of the board and its committees. The Corporate Governance and Nominating Committee is responsiblefor, among other things: ·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; 78 ·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 ourprocedures to 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 financialand accounting 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 atwww.amira.net and a printed copy of the Code of Conduct and Code of Ethics is obtainable free of charge by writing to 29E, A.U. Tower; Jumeirah LakeTowers; Dubai, UAE. 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 natureof the company, the nature of the decision and the position of the Director and the nature of the responsibilities undertaken by him. In exercising the powersof a Director, 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 thatcontravenes our 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 amatter relating 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 onbehalf of the 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. Also, none of the members of our CompensationCommittee currently serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee of any entity that has one ormore Executive Officers serving on our Board of Directors or Compensation Committee. D.Employees As of March 31, 2018 and 2017, we had 209 and 236 full-time employees, respectively. As of March 31, 2018, we had 49 full time employeesworking in our finance, accounting & legal department, 55 working in sales, marketing & distribution, 47 working in HR, IT & administration, and 58working in operations and processing facility. We have entered into employment agreements with all of our fulltime employees that provide for terminationof their employment upon delivery of two months’ severance or notice, and that prohibit them from soliciting any of our other employees during or after theiremployment. There is a registered trade union comprising a small number of workers at the processing facility. We consider our relations with our employeesto be amicable. 79 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 March 31, 2018, 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. 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 as on March 31, 2018. The number of our ordinary shares used in calculating the percentage for each listed person includes any optionsexercisable by such person within 60 days after March 31, 2018. Percentage of beneficial ownership is based on 46,384,091 shares outstanding as of March31, 2018, including, solely for purposes of calculating Mr. Karan A. Chanana’s beneficial ownership and the beneficial ownership of all directors and officersas a group, the 7,005,434 ordinary shares issuable pursuant to the Exchange Agreement and also includes 1,465,183 vested ordinary shares (granted andvested till March 31, 2018) underlying an option to purchase ordinary shares pursuant to the 2012 Plan. Name and Title of Beneficial Owner Beneficial Ownershipof Ordinary Shares Percentage of Class Karan A. Chanana, Chairman and Chief Executive Officer (2) 30,171,426(1) 65.0%Varun Sethi, Chief Financial Officer (5) - - Robert Wagman, Director - - Neal Cravens, Director (3) 21,384 * Harash Pal Sethi, Director (4) 123,563 * Nathalie Dauraic, Director - - All directors and officers as a group 30,316,373 65.4% *Denotes less than 1%. (1)The amount reflected includes: (i) 16,160,000 of the 19,660,000 Ordinary Shares issued to Mr. Chanana on October 15, 2012 in exchange for his sharesof Amira India in conjunction with our Initial Public Offering (ii) 7,005,434 Ordinary Shares issuable pursuant to an exchange agreement under whichMr. Karan A. Chanana has the right, subject to the terms of the exchange agreement, to exchange all or a portion of his equity shares in Amira India forour Ordinary Shares and assumes the completion of Mr. Chanana’s purchase of 1,500,000 equity shares of Amira India, (iii) 360,257, 361,278, 367,749and 375,899 vested stock options to purchase Ordinary Shares at the price of $10 per share granted to Mr. Chanana in fiscal 2013, 2014, 2016 and2017, respectively, pursuant to our 2012 Omnibus Securities and Incentive Plan (“OSI”), (iv) 100,000 shares granted on October 17, 2014 pursuant tothe OSI, (v) 100,000 shares granted on March 31, 2016 pursuant to the OSI, (vi) 100,000 shares granted on October 21, 2017 pursuant to the OSI (vii)416,666 Ordinary Shares granted to Mr. Chanana on September 12, 2016 in satisfaction of $3,000,000 of interest free loans provided to the Issuer byMr. Chanana at the per share price of $7.20 representing the closing market price of our Ordinary Shares on September 9, 2016, as reported by the NewYork Stock Exchange, (viii) 1,200,149 Ordinary Shares granted to Mr. Chanana on October 17, 2017 in satisfaction of $6,936,861.96 of interest freeloans provided to the Issuer by Mr. Chanana at the per share price of $5.78 representing the closing market price of our Ordinary Shares on October 18,2017, as reported by the New York Stock Exchange, (ix) 27,000 shares acquired by Mr. Chanana in open market purchases in June 2013 and (ix)205,663 shares granted to affiliates of Mr. Chanana in satisfaction of loan. (2)Mr. Karan A. Chanana’s business address is 29E, A.U. Tower, Jumeirah Lake Towers Dubai, UAE (3)Mr. Neal Cravens’s business address is 868 Bayway Blvd., #318, Clearwater Beach, FL 33767. (4)Mr. Harash Pal Sethi’s business address is Alliance House, 29-30 High Holborn, London WC1V 6AZ (5)Mr. Varun Sethi’s business address is 29E, A.U. Tower, Jumeirah Lake Towers Dubai, UAE 80 B.Related Party Transactions Related Parties Mr. Karan A. Chanana and his affiliates are the principal shareholders of ANFI and as of March 31, 2018, he held majority effective interest(including 7,005,434 ordinary shares issuable pursuant to the Exchange Agreement and 1,465,183 share options granted and vested pursuant to the 2012Omnibus Securities and Incentive Plan) in ANFI. On September 12, 2016, our Board of Directors approved the conversion of $3,000,000 of loans (“Loans”) provided to the Company by its ChiefExecutive Officer and Chairman, Karan A. Chanana into 416,666 of the Company’s restricted ordinary shares (the “Ordinary Shares”). The Loans wereprovided to the Company from July 1, 2016 through August 24, 2016. The Loans were converted into the Ordinary Shares at the price of $7.20 per sharerepresenting the closing market price of the Ordinary Shares on September 9, 2016, as reported by the New York Stock Exchange (“NYSE”). On October 17, 2017, the Company issued 1,200,149 of its ordinary shares (the “Ordinary Shares”) upon the conversion of $6,936,861.96 of loans(“Loans”) provided to the Company by its Chairman of the Board of Directors and Chief Executive Officer, Karan A. Chanana. The Loans were provided tothe Company from April 1, 2015 through October 10, 2017. The Loans were converted into the Ordinary Shares at the price of $5.78 per share representingthe average closing market price of the Ordinary Shares in the ninety (90) days prior to the conversion date, as reported by the New York Stock Exchange(“NYSE”). The Amira Group's related parties include transactions with key management personnel ("KMP") and enterprises over which KMP are able toexercise control/significant influence. All the directors (both executive and others) of ANFI and Ms. Anita Daing (a former director of Amira Pure FoodsPrivate Limited “APFPL”) are considered as KMP for related party transactions disclosures. Ms. Anita Daing was a director of Amira India until May 23,2016. Our Related-Party Transaction Policies We have conducted all our related-party transactions on normal commercial terms that are fair and reasonable and in the interests of our shareholdersas a 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 purchase or sale transactions with any related party except as set forth above. 81 Transactions during the Fiscal years ended March 31, 2018, 2017 and 2016 Information relating to “Transactions during the Fiscal years ended March 31, 2018, 2017 and 2016” have been described in detail under theheading “Item 18. Financial Statements – Note 31”. Agreements with Management For information regarding arrangements with certain members of our management, see Item 6. Directors, Senior Management and Employees –Compensation. C.Interests of Experts and Counsel Not applicable. ITEM 8.FINANCIAL INFORMATION A.Consolidated Statements and Other Financial Information See Item 3.D (risk factor on dividend distribution), Item 4, Item 10. F and 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, October 12, 2018, the high and low sale prices for our ordinary shares, as reported on the New York Stock Exchange under the symbol “ANFI.” Price per Ordinary shares onNYSE (Amount in $) High Low Annual (Fiscal Year): 2013 10.24 6.25 2014 25.00 6.35 2015 20.29 7.41 2016 14.56 2.51 2017 11.23 4.71 2018 7.05 3.85 2019 (through October 15, 2018) 4.35 1.40 Quarter: Fiscal year 2016- First Quarter 12.56 8.56 Second Quarter 14.56 2.51 Third Quarter 11.00 4.38 Fourth Quarter 14.09 7.3 82 Fiscal year 2017- First Quarter 11.23 6.38 Second Quarter 8.99 6.75 Third Quarter 8.6 5.82 Fourth Quarter 6.42 4.71 Fiscal year 2018- First Quarter 5.64 4.50 Second Quarter 7.05 5.01 Third Quarter 6.21 4.02 Fourth Quarter 4.44 3.85 Fiscal year 2019- First Quarter 4.35 1.62 Second Quarter 2.35 1.57 Third Quarter (through October 15, 2018) 1.71 1.40 Month: January 2018 4.44 4.05 February 2018 4.20 3.98 March 2018 4.43 4.15 April 2018 4.35 3.64 May 2018 3.78 1.62 June 2018 3.07 2.18 July 2018 2.35 1.80 August 2018 1.99 1.57 September 2018 1.87 1.63 October 2018 (through October 15, 2018) 1.71 1.40 B.Plan of Distribution Not Applicable. C.Markets Our ordinary shares are listed on the New York Stock Exchange under the symbol “ANFI” since October 10, 2012. D.Selling shareholders Not Applicable. E.Dilution Expenses of the Issue Not Applicable. F.Expenses of the Issue Not Applicable ITEM 10.ADDITIONAL INFORMATION A.Share Capital Not Applicable. 83 B.Memorandum and Articles of Association Registered Office- Our registered office is 171 Main Street, PO Box 92, Road Town, Tortola VG 1110, British Virgin Islands. Objects and Purposes, Register, and Shareholders- Our objects and purposes are unlimited. Our register of shareholders is maintained by our transferagent, Continental Stock & Trust Company. Under the BVI Business Companies Act, 2004 (as amended), or the BVI Act, a BVI company may treat theregistered holder of a share as the only person entitled to (a) exercise any voting rights attaching to the share, (b) receive notices, (c) receive a distribution inrespect of the share and (d) exercise other rights and powers attaching to the share. Consequently, as a matter of BVI law, where a shareholder’s shares areregistered 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 anysuch ordinary shares registered in its name. The beneficial owners of the ordinary shares registered in a nominee’s name are therefore reliant on theircontractual arrangements with the nominee in order to receive notices and dividends and ensure the nominee exercises voting rights in respect of the ordinaryshares 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’s business andaffairs are managed by, or under the supervision of, its directors, and directors generally have all powers necessary to manage a company. A director mustdisclose any interest he has on any proposal, arrangement or contract not entered into in the ordinary course of business and on usual terms and conditions.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 charge our propertyor uncalled capital, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligationof us or any third party. Rights, Preferences and Restrictions of Ordinary Shares- Subject to certain restrictions, our directors may authorize dividends at such time and insuch amount as they determine. Each ordinary share is entitled to one vote. There are no cumulative voting rights. In the event of a liquidation or winding upof the company, our shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and afterprovision is made for each class of shares, if any, having preference over the ordinary shares. There are no sinking fund provisions applicable to our ordinaryshares. Holders of our ordinary shares have no pre-emptive rights. Subject to the provisions of the BVI Act, we may repurchase our ordinary shares in certaincircumstances. Rights Preferences and Restrictions of Preferred Shares- Our memorandum and articles of association authorizes our Board of Directors to createand to issue up to five classes of preferred shares without shareholder approval with such designation, rights and preferences as may be determined by ourBoard 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, all sharesof 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 to anyclass 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 the meetingof that class, except where a greater majority is required under our memorandum and articles of association or the BVI Act. A greater majority is required inrelation to a scheme of arrangement and may be required in relation to a plan of arrangement. For these purposes, the creation, designation or issuance ofpreferred 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 a variation ofthe 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 forthis purpose 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 a quorum. 84 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 such meetingor the 10th calendar day after public disclosure of the date of such meeting is first made). These provisions may also discourage or deter a potential acquirerfrom conducting a solicitation of votes from other shareholders to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of ourcompany. 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 amount theythink fit if they are satisfied, on reasonable grounds, that, immediately after distribution of the dividend, the value of our assets will exceed our liabilities andwe 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. 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 is untraceable,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 remained uncashed for aperiod 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 any indication of theexistence of the shareholder or person entitled to such shares by death, bankruptcy or operation of law; and (c) upon expiration of the 12-year period, we havecaused an advertisement to be published in newspapers, giving notice of our intention to sell these shares, and a period of three months or such shorter periodhas elapsed since the date of such advertisement. The net proceeds of any such sale shall belong to us, and when we receive these net proceeds we shallbecome 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. 85 Anti-takeover Provisions- Some provisions of our memorandum and articles of association may discourage, delay or prevent a change in control ofour 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. 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 securityholders. 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, localand other tax laws. As used in this summary, references to “the company,” “we,” “us” and “our” refer to ANFI. BVI Taxation The BVI government does 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). Shareholders who are not tax residents in the BVI will not be subject to any income, withholding or capital gains taxes in the BVI, with respect todividends paid on, or transfers of shares in the Company, nor will they be subject to any estate or inheritance taxes in the BVI. 86 No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable in the BVI by persons who are not a 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 ofthe shares, debt obligations or other securities of the Company and all instruments relating to other transactions relating to the business of the Company areexempt from 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. On 30 June 2014, the government of the BVI signed a Model 1B Intergovernmental Agreement ("IGA") with the United States to implement the USForeign Account Tax Compliance Act ("FATCA"), providing for automatic provision of information in relation to tax matters. Under the Model IB IGAregime, financial institutions located in the BVI are required to report information regarding certain U.S. reportable accounts to the BVI Government, whichin turn will report that information to the United States Internal Revenue Services 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. Because ANFI is considered for Indian income tax purposes as a company domiciled abroad, any dividend income in respect of its ordinary shareswill not be subject to any withholding or deduction in respect of Indian income tax laws. However, Amira India would be required to pay dividenddistribution tax in India at an effective rate of 20.36% (including applicable cess and surcharge) on the total amount distributed as dividend, grossed up bythe amount of such dividend distribution tax. 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 (whether tangible or intangible) located in India and whether or not the seller of such share orinterest has a residence, place of business, business connection, or any other presence in India. The share or interest of a company or entity registered orincorporated outside of India is deemed to derive its value substantially from the assets located in India if the value of such Indian assets exceeds INR 100million and represents at least 50% of the value of all the assets owned by the company or entity registered or incorporated outside of India. However, if the transferor of shares or interests in a company or entity registered or incorporated outside of India (along with its associatedenterprises), does not hold the right of management or control of such company or entity and does not hold more than 5% of the total voting power or totalshare capital or interest in such company or entity, at any time during the twelve months preceding the date of transfer, such transferor is exempt from theindirect transfer provisions mentioned above. The amendments do not address the interplay between the amendments to the Indian Income Tax Act, 1961, asamended, and the existing Double Taxation Avoidance Agreements, or DTAAs, that India has entered into with countries such as the United States, UnitedKingdom and Canada, in case of an indirect transfer. Accordingly, the implications of the recent amendments are presently unclear. If it is determined thatthese amendments apply to a holder of ANFI ordinary shares with respect to income arising from the sale of the ordinary shares, such holder could be liable topay tax in India on such income. 87 U.S. Federal Income Taxation General The following summary sets forth the material U.S. federal income tax consequences of the ownership and disposition of our ordinary shares by U.S.Holders as described below. 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 differing interpretations and may change, possiblyon a retroactive basis.This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular U.S. Holder based on such U.S. Holder’sindividual circumstances. In particular, this discussion considers only U.S. 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 or the Medicarecontribution tax on net investment income. In addition, this discussion does not address U.S. federal income tax consequences to U.S. Holders that are subjectto 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; ·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; or ·persons whose functional currency is not the U.S. dollar; 88 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. tax laws, or,except as discussed herein, any tax reporting obligations applicable to a U.S. Holder of our ordinary shares. Additionally, this discussion does not considerthe tax treatment of partnerships or other pass-through entities or persons who hold our ordinary shares through such entities. If a partnership (or other entityclassified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our ordinary shares, the U.S. federal income tax treatment of apartner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our ordinary shares andtheir partners should consult their tax advisors. For purpose of this discussion a “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of our ordinary shares andis: ·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 treated asa U.S. person. 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 THE OWNERSHIPAND DISPOSITION OF OUR ORDINARY SHARES. IT IS NOT TAX ADVICE. EACH INVESTOR IN OUR ORDINARY SHARES IS URGED TOCONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THEOWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCALAND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES. This discussion assumes that we are not, and will not become, a passive foreign investment company (“PFIC”) as described below. U.S. Holders Taxation of Cash Distributions Paid on Ordinary Shares A U.S. Holder generally will be required to include in gross income as ordinary income the amount of any cash dividend paid on our ordinary shares to theextent the distribution is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Such dividend willnot be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. Theportion 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’sadjusted tax basis in its ordinary shares. Any remaining excess will be treated as gain from the sale or other taxable disposition of such ordinary shares.Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally willbe reported to U.S. Holders as dividends. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the dividend. Theamount of any dividend paid in foreign currency will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of receipt,regardless of whether the payment is in fact converted into U.S. dollars. U.S. Holders may be required to recognize foreign currency gain or loss if thedividend is converted into U.S. dollars after the date of receipt. 89 With respect to non-corporate U.S. Holders, such dividends may be subject to U.S. federal income tax at the lower rates applicable to long-termcapital gains (see “—Taxation on the Sale or Other Taxable Disposition of Ordinary Shares” below) provided that (1) our ordinary shares are readily tradableon 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 dividend was paidor the preceding taxable year, and (3) certain holding period and other requirements are met. Under published IRS authority, shares are considered forpurposes of clause (1) above to be readily tradable on an established securities market in the United States only if they are listed on certain exchanges, whichpresently include the New York Stock Exchange. Although our ordinary shares are currently listed and traded on the New York Stock Exchange, we cannotguarantee that such shares will continue to be listed and traded on the New York Stock Exchange. U.S. Holders should consult their own tax advisorsregarding the availability 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, a U.S. Holder generally will recognize capital gain or loss in an amount equal to thedifference between the amount realized upon the sale or other taxable disposition and the U.S. Holder’s adjusted tax basis in the ordinary shares, in each caseas determined in U.S. dollars Long- Term capital gains recognized by non-corporate U.S. Holders generally are subject to U.S. federal income tax at preferential rates. Capital gainor loss will constitute long- term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares exceeds one year. The deductibility of capitallosses is subject to various limitations. Any gain or loss will generally be U.S. source for purposes of computing a U.S. Holder’s foreign tax credit limitation. As described in “—IndianTaxation” above, U.S. Holders may be subject to Indian tax on the disposition of our ordinary shares. U.S. Holders entitled to the benefits of the Conventionbetween 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”), may be able to elect to treat disposition gain that is subject toIndian taxation, if any, as foreign-source gain for foreign tax credit purposes. U.S. Holders should consult their tax advisers as to whether they would be ableto credit any such Indian tax against their U.S. federal income tax liabilities in their particular circumstances. Passive Foreign Investment Company Rules In general, a foreign corporation is a PFIC for any taxable year if: (i) 75% or more of its gross income consists of passive income (such as dividends,interest, rents and royalties) or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of,passive income. We believe that we were not a PFIC for U.S. federal income tax purposes for our tax year ending March 31, 2016. However, because PFIC statusdepends on the composition of a company’s income and assets and the market value of its assets from time to time, there can be no assurance that we will notbe a PFIC for any taxable year. In general, if we were a PFIC for any taxable year during which a U.S. Holder held our ordinary shares, gain recognized by a U.S. Holder on a sale orother disposition (including certain pledges) of the ordinary shares would be allocated ratably over the U.S. Holder’s holding period for the ordinary shares.The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. Theamount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxableyear, and an interest charge would be imposed on the tax on such amount. Further, to the extent that any distribution received by a U.S. Holder on its ordinaryshares exceeds 125% of the average of the annual distributions on the ordinary shares received during the preceding three years or the U.S. Holder’s holdingperiod, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above. Certain elections maybe available that would result in alternative treatments (such as mark-to-market treatment) of the ordinary shares. U.S. Holders should consult their taxadvisers to determine whether any of these elections would be available and, if so, what the consequences of the alternative treatments would be in theirparticular circumstances. 90 Backup Withholding and Information Reporting In general, information reporting requirements apply to cash distributions to and the proceeds from sales and other dispositions of our ordinaryshares by, a U.S. Holder (other than an exempt recipient) that are paid within the United States or through a U.S. office of a broker. Payments made (and salesand other dispositions effected at an office) outside the United States may be subject to information reporting in limited circumstances. In addition, certaininformation concerning a U.S. Holder’s adjusted tax basis in its ordinary shares and adjustments to that tax basis and whether any gain or loss with respect tosuch ordinary shares is long-term or short-term also may be 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 report their interest in our ordinary shares or non-U.S. accounts through which they may be held. Moreover, backup withholding of U.S. federal income tax at a rate of 28%, may 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 exempt recipient),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) incertain circumstances, fails to comply with applicable certification requirements. 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 U.S.federal income tax liability and may entitle such U.S. Holder to a refund, provided that certain required information is timely furnished to the IRS. U.S.Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedures for obtaining anexemption 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.” 91 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Information relating to “Quantitative and qualitative disclosure about market risk” has been described in detail under the heading “Item 18.Financial Statements – Note 38”. ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Not applicable. PART II. ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES Please refer section on “Risk Factors”. 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. At the completion of the IPO weretained $4 million of the net proceeds in ANFI to fund its future operating expenses through 2015. ITEM 15.CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectivenessof our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report, asrequired by Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our management has concluded that, as of March 31, 2018, our disclosurecontrols and procedures were effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the ExchangeAct was recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to bedisclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our ChiefExecutive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. 92 Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our internal control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes inaccordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board and applicable to theCompany for the reporting period, and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of our Company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of consolidated financial statements in accordance with IFRS, and that receipts and expenditures of our Company are beingmade only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timelydetection of the unauthorized acquisition, use or disposition of our Company's assets that could have a material effect on the consolidated financialstatements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate. Our management conducted an evaluation of the effectiveness of our Company's internal control over financial reporting as of March 31, 2018.Based on criteria established by the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the TreadwayCommission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2018. This Annual Report includes an attestation report of our Company’s Registered Public Accounting firm, as the Company is no more an emerginggrowth company under JOBS Act and is required to include an attestation report. 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 Rule 13(a)-15(d) under the Exchange Act, that have materially affected, or are reasonably likely tomaterially affect, our internal control over financial reporting. ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT Our Board of Directors has determined that Mr. Neal Cravens is an “audit committee financial expert” as defined in Item 16A(b) of Form 20-F by theSecurities and Exchange Commission’s rules and “independent” as that term is defined in the 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 www.amira.net. 93 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 2018and 2017. Years ended March 31, 2018 2017 (Amount in $) Audit fees: ASA & Associates LLP 375,000 350,000 Others: ASA & Associates LLP - - Total 375,000 350,000 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 years 2018, 2017 and 2016, all audit, audit-related, tax and other services performed by-principalauditor were approved in advance by the Audit Committee. Any pre-approved decisions are presented to the full Audit Committee at the next scheduledmeeting. Audit of Financial Statements. In fiscal year 2018, ASA & Associates LLP was our principal auditor and audited fiscal year 2018 and 2017, and no audit work was performed bypersons outside of this firm. 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. None. ITEM 16G.CORPORATE GOVERNANCE We are a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act) and our ordinary shares are listed on the New YorkStock Exchange. Under Section 303A of the New York Stock Exchange Listed Company Manual, New York Stock Exchange listed companies that areforeign private issuers are permitted to follow home country practice in lieu of the corporate governance provisions specified by the New York StockExchange, with limited exceptions. As required by the New York Stock Exchange Listed Company Manual, we note the following significant differencesbetween our corporate governance practices and the corporate governance practices required to be followed by U.S. domestic companies under the New YorkStock Exchange rules: ·The New York Stock Exchange Listed Company Manual requires that, subject to limited exceptions, shareholders be given the opportunity to approveequity compensation plans and material revisions to those plans. There are no BVI laws, securities regulations or rules that require shareholder approvalof equity-based incentive plans or individual grants under those plans. 94 The New York Stock Exchange Listed Company Manual provides that NYSE-listed companies that are not otherwise exempt will need to include specifiedprovisions in their charters regarding retaining advisers; appointing, compensating, and overseeing such advisers; considering independence factors beforeselecting and receiving advice from advisers; and receiving funding from the listed company to compensate such advisers. Our compensation committeecharter follows home country practices which do not provide for any of the above-mentioned compensation committee charter requirements. ITEM 16H.MINE SAFETY DISCLOSURE Not applicable. PART III. ITEM 17FINANCIAL 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. 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 Foods (India) Limited and Mr. Protik Guha, as amended on October 18,2011(1)4.5 Employment Agreement, dated May 2, 2012, between Amira C Foods International DMCC and Mr. Karan A. Chanana(1)4.6 Service Agreement, dated June 14, 2012, between Amira Nature Foods Ltd and Mr. Karan A. Chanana(1)4.8 Offer Letter, dated March 28, 2012, between Amira Nature Foods Ltd and Mr. Neal Cravens(1)4.9 Offer Letter, dated March 29, 2012, between Amira Nature Foods Ltd and Mr. Bimal Kishore Raizada(1)4.10 Lease Deed, dated November 24, 2011, between Amira Pure Foods Private Limited and Mr. Karan Chanana(1)4.11 Lease Deed, dated November 24, 2011, between Amira Pure Foods Private Limited and Mr. Anil Chanana(1)4.12 Working Capital Consortium Agreement, dated August 16, 2010, by and among Amira Pure Foods Private Limited and certainlenders(1)4.13 First Supplement to the Working Capital Consortium Agreement, dated June 15, 2012, by and among Amira Pure Foods PrivateLimited and certain lenders(1)4.14 Personal Guarantee, dated June 15, 2012, issued by Mr. Karan A. Chanana in favor of Canara Bank(1)4.15 Personal Guarantee, dated June 15, 2012, issued by Ms. 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 Mr. Karan A. Chanana in favor of ICICI Bank Limited(1)4.19 Personal Guarantee issued by Ms. Anita Daing in favor of ICICI Bank Limited(1)4.20 Personal Guarantee, dated July 7, 2010, issued by Mr. Karan A. Chanana and Ms. Anita Daing in favor of Bank of Baroda(1)4.21 Loan Agreement, dated April 1, 2010, between Mr. Karan A. Chanana and Amira Pure Foods Private Limited(1)4.22 Loan Agreement, dated April 1, 2011, between Mr. Karan A. Chanana and Amira Pure Foods Private Limited(1) 95 Exhibit No. Description4.23 Loan Agreement, dated April 24, 2012, between Mr. 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 Employment Agreement, dated May 12, 2014, between Mr. Bruce C. Wacha and Amira Nature Foods Ltd.**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 pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended###12.2 Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, asamended###13.1 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 ASA & Associates LLP for inclusion of their Audit Report for fiscal year 2018 in the Annual Report on Form 20-F###15.4 Addendum to the Service Agreement, dated November 10, 2013, between Amira Nature Foods Ltd and Mr. Karan A. Chanana *15.5 Loan Agreement dated April 13, 2013, between Mr. Karan A Chanana and Amira Pure Foods Private Limited **15.6 Amendment to the 2012 Omnibus Securities and Incentive Plan dated November 10, 2013 *15.7 Amended and Restated Code of Conduct**15.8 Director Restricted Share Award Agreement dated November 10, 2013 between Neal Cravens and Amira Nature Foods Ltd**15.9 Share Option Agreement dated November 10, 2013 between Karan A Chanana and Amira Nature Foods Ltd*15.10 Addendum to the Service Agreement, dated July 18, 2014, between Amira Nature Foods Ltd and Mr. Karan A. Chanana**15.11 Share Option Agreement dated July 7, 2015 between Karan A Chanana and Amira Nature Foods Ltd ***15.12 Amended and restated Insider Trading policy ****15.13 Loan Agreement dated April 12, 2014, between Mr. Karan A Chanana and Amira Pure Foods Private Limited ****15.14 Director Share Award Agreement dated November 24, 2014 between Neal Cravens and Amira Nature Foods Ltd****15.15 Director Share Award Agreement dated November 24, 2014 between Shiv Surinder Kumar and Amira Nature Foods Ltd****15.16 Director Share Award Agreement dated October 16, 2015 between Neal Cravens and Amira Nature Foods Ltd****15.17 Director Share Award Agreement dated October 16, 2015 between Shiv Surinder Kumar and Amira Nature Foods Ltd****15.18 Director Share Award Agreement dated October 16, 2015 between Harash Pal Sethi and Amira Nature Foods Ltd****15.19 Director Share Award Agreement dated May 15, 2016 between Harash Pal Sethi and Amira Nature Foods Ltd#15.20 Share Option Agreement dated July 15, 2016 between Karan A Chanana and Amira Nature Foods Ltd#15.21 Share Award Agreement dated October 17, 2014, between Karan A Chanana and Amira Nature Foods Ltd#15.22 Share Award Agreement dated March 31, 2016, between Karan A Chanana and Amira Nature Foods Ltd#101.INS XBRL Instance Document###101.SCH XBRL Taxonomy Extension Schema Document###101.CAL XBRL Taxonomy Extension Calculation Linkbase Document###101.DEF XBRL Taxonomy Extension Definition Linkbase Document###101.LAB XBRL Taxonomy Extension Label Linkbase Document###101.PRE XBRL Taxonomy Extension Presentation Linkbase Document### (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). *Incorporated by reference to the Form 6-K filed with the SEC on November 13, 2013 **Incorporated by Reference to the Form 20-F filed with the SEC on 28 July, 2014 *** Incorporated by Reference to the Form 6-K filed with the SEC on July 13, 2015 **** Incorporated by Reference to the Form 20-F filed with the SEC on January 24, 2016 # Incorporated by Reference to the Form 20-F filed with the SEC on July 28, 2016 ## Incorporated by Reference to the Form 20-F filed with the SEC on July 31, 2017 ### Filed herewith 96 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 theundersigned to sign this annual report on its behalf. AMIRA NATURE FOODS LTD March 13, 2019By:/s/ Karan A. Chanana Name: Karan A. Chanana Title: Chief Executive Officer (Principal Executive Officer) March 13, 2019By:/s/ Varun Sethi Name: Varun Sethi Title: Chief Financial Officer (PrincipalFinancial Officer) 97 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting FirmF-2 Consolidated Statements of Financial Position as at March 31, 2018 and 2017F-4 Consolidated Statements of Profit or Loss for the years ended March 31, 2018, 2017 and 2016F-5 Consolidated Statements of Comprehensive Income for the years ended March 31, 2018, 2017 and 2016F-6 Consolidated Statements of Changes in Equity for the years ended March 31, 2018, 2017 and 2016F-7 Consolidated Statements of Cash Flows for the years ended March 31, 2018, 2017 and 2016F-8 Notes to the Consolidated Financial StatementsF-9 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Amira Nature Foods Ltd. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Amira Nature Foods Ltd and its subsidiaries (‘the Company’) as ofMarch 31, 2018 and 2017, and the related consolidated statements of profit or loss, comprehensive income, changes in equity, and cash flows for each of thethree years in the period ended March 31, 2018 and the related notes (collectively referred to as the ‘financial statements’). In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Amira Nature Foods Ltdand its subsidiaries as of March 31, 2018 and 2017, and the results of their operations and their cash flows for each of the three years in the period endedMarch 31, 2018, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (‘PCAOB’), Amira Nature FoodsLtd’s internal control over financial reporting as of March 31, 2018, based on criteria established in Internal Control — Integrated Framework (2013) issuedby the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated October 16, 2018 expressed an unqualifiedopinion on the effectiveness of the Company’s internal control over financial reporting. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 37.3 to thefinancial statements, certain of the lenders to the Indian subsidiary have classified company’s loan balances as Non-performing assets (NPAs) resulting inliquidity crunch and accordingly its ability to continue as a going concern is dependent on the management plans as stated in the said note. Management'splans in regard to this matter are also described in Note 37.3. The financial statements do not include any adjustments that might result from the outcome ofthis uncertainty. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing proceduresto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that our audits provide a reasonable basis for our opinion. ASA & Associates LLP We have served as the Company’s auditor since year 2015. New Delhi, IndiaOctober 16, 2018 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Amira Nature Foods Ltd. Opinion on Internal Control over Financial Reporting We have audited Amira Nature Foods Ltd’s (“the Company”) internal control over financial reporting as of March 31, 2018, based on criteria established inInternal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In ouropinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2018, based on criteriaestablished in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements offinancial position of the Company and its subsidiaries as of March 31, 2018 and March 31, 2017 and the related consolidated statements of profit or loss,comprehensive income, changes in equity and cash flows for each of the three years in the period ended March 31, 2018 and the related notes (collectivelyreferred to as the ‘financial statements’) and our report dated October 16, 2018 expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures aswe considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate. ASA & Associates LLPNew Delhi, IndiaOctober 16, 2018 F-3 Amira Nature Foods Ltd Consolidated Statements of Financial Position (Amounts in USD) Notes As atMarch 31, 2018 As atMarch 31, 2017 ASSETS Non-current Property, plant and equipment 8 $17,251,314 $18,674,113 Goodwill 9 1,568,607 1,386,322 Other intangible assets 10 1,457,704 1,419,363 Other long-term financial assets 11 236,570 152,814 Total non-current assets $20,514,195 $21,632,612 Current Inventories 12 $161,278,863 $273,063,839 Trade receivables 13 258,331,963 209,673,239 Other financial assets 14 3,612,232 5,467,164 Prepayments 15 65,977,255 47,272,153 Current tax assets 725,157 - Other current assets 16 1,170,200 664,553 Cash and cash equivalents 17 1,216,642 16,831,655 Total current assets $492,312,312 $552,972,603 Total assets $512,826,507 $574,605,215 EQUITY AND LIABILITIES Equity Share capital $18,256 $11,952 Share premium 134,383,090 102,788,560 Other reserves (7,501,501) (7,741,969)Retained earnings 91,815,016 167,424,244 Equity attributable to shareholders of the Company $218,714,861 $262,482,787 Equity attributable to non-controlling interest 22,894,015 40,741,634 Total equity $241,608,876 $303,224,421 Liabilities Non-current liabilities Defined benefit obligations 24 $286,439 $283,944 Debt 22 27,430 48,743 Deferred tax liabilities (net) 23 801,942 4,491,272 Total non-current liabilities $1,115,811 $4,823,959 Current liabilities Trade payables 20 $11,741,143 $13,004,865 Debt 22 250,204,044 224,391,280 Current tax liabilities (net) - 15,799,116 Other financial liabilities 21 7,285,473 12,259,830 Other current liabilities 20 871,160 1,101,744 Total current liabilities $270,101,820 $266,556,835 Total liabilities $271,217,631 $271,380,794 Total equity and liabilities $512,826,507 $574,605,215 (The accompanying notes are an integral part of these consolidated financial statements) F-4 Amira Nature Foods Ltd Consolidated Statements of Profit or Loss (Amounts in USD) Fiscal years ended Notes March 31, 2018 March 31, 2017 March 31, 2016 Revenue $413,901,480 $551,830,966 $563,451,016 Other income 5,031,827 48,833 956,336 Cost of materials (373,451,132) (492,189,652) (432,030,831)Change in inventory of finished goods (106,193,580) 35,517,661 (22,509,438)Employee benefit expenses 24, 31 (6,797,731) (8,753,175) (12,884,266)Depreciation and amortization 25 (1,617,118) (1,778,968) (2,061,698)Freight, forwarding and handling expenses (2,535,261) (3,139,061) (9,082,563)Other expenses 26 (12,705,159) (14,905,710) (23,275,173) $(84,366,674) $66,630,894 $62,563,383 Finance costs 27 (34,108,621) (29,272,826) (27,063,456)Finance income 27 29,669 263,231 1,187,095 Other gains and (losses) 28 4,908,564 (1,512,928) 1,123,900 Profit/(loss) before tax $(113,537,062) $36,108,371 $37,810,922 Income tax expense 23 19,941,298 (4,596,968) (4,897,325) Profit/(loss) after tax for the year $(93,595,764) $31,511,403 $32,913,597 Profit/loss) after tax for the year attributable to: Shareholders of the Company (78,222,174) 25,087,388 25,792,843 Non-controlling interest (15,373,590) 6,424,015 7,120,754 Earnings per share Basic earnings per share 29 $(2.30) 0.84 0.90 Diluted earnings per share 29 $(2.30) 0.84 0.90 (The accompanying notes are an integral part of these consolidated financial statements) F-5 Amira Nature Foods Ltd Consolidated Statements of Comprehensive Income (Amounts in USD) Fiscal years ended March 31, 2018 March 31, 2017 March 31, 2016 Profit/(loss) after tax for the year $(93,595,764) $31,511,403 $32,913,597 Other comprehensive income Items that will not be reclassified subsequently to profit or loss: Re-measurement of defined benefit obligation: Current year gain $79,955 $74,931 $69,682 Income tax (27,671) (25,932) (24,116) $52,284 $48,999 $45,566 Items that may be reclassified subsequently to profit or loss: Available for sale financial assets: Current year gain/(loss) $47,400 $45,053 $8,061 Reclassification to profit or loss - - (14,090)Income tax (16,404) (15,592) 2,183 $30,996 $29,461 $(3,846)Cash flow hedging reserve: Current year gain/(loss) $- $- $- Reclassification to profit or loss - - - Income tax - - - $- $- $- Currency translation reserve $(211,056) $4,150,164 $(8,082,087) Other comprehensive income/(loss) for the year, net of tax $(127,776) $4,228,624 $(8,040,367)Total comprehensive income/(loss) for the year $(93,723,540) $35,740,027 $24,873,230 Total comprehensive income/(loss) for the year attributable to: Shareholders of the Company $(78,445,500) $28,511,641 $19,325,344 Non-controlling interest $(15,278,040) $7,228,386 $5,547,886 (The accompanying notes are an integral part of these consolidated financial statements)F-6 Amira Nature Foods Ltd Consolidated Statements of Changes in Equity (Amounts in USD) Other reserves Sharecapital Sharepremium Share-basedcompensationreserve Reserveforavailablefor salefinancialassets Currencytranslationreserve CashflowhedgingReserve Restructuringreserve Retainedearnings Equityattributabletoshareholdersof theCompany EquityattributabletoNon-controllinginterest Total equity Balance as atApril 1, 2015 $9,120 $82,896,596 $4,582,399 $(6,634) $(19,988,326) $- $9,398,927 $116,467,681 $193,359,763 $27,965,362 $221,325,125 Issue of shares(Note 18) 181 2,218,159 (2,218,340) - - - - - - - - Share-basedcompensation(Note 19) 3,523,411 - - - - - 3,523,411 - 3,523,411 Profit after taxfor the year - - - - - - - 25,792,843 25,792,843 7,120,754 32,913,597 Othercomprehensiveincome /(loss)for the year - - - (3,094) (6,501,058) - - 36,653 (6,467,499) (1,572,868) (8,040,367)Totalcomprehensiveincome/(loss)for the year - - - (3,094) (6,501,058) - - 25,829,496 19,325,344 5,547,886 24,873,230 Balance as atMarch 31,2016 $9,301 $85,114,755 $5,887,470 $(9,728) $(26,489,384) $- $9,398,927 $142,297,177 $216,208,518 $33,513,248 $249,721,766 Balance as atApril 1, 2016 $9,301 $85,114,755 $5,887,470 $(9,728) $(26,489,384) $- $9,398,927 $142,297,177 $216,208,518 $33,513,248 $249,721,766 Issue of shares(Note 18) 2,651 17,673,805 (17,676,456) - - - - - - - - Share-basedcompensation(Note 19) - - 17,762,628 - - - - - 17,762,628 - 17,762,628 Profit after taxfor the year - - - - - - - 25,087,388 25,087,388 6,424,015 31,511,403 Othercomprehensiveincome /(loss)for the year - - - 23,857 3,360,717 - - 39,679 3,424,253 804,371 4,228,624 Totalcomprehensiveincome/(loss)for the year - - - 23,857 3,360,717 - - 25,127,067 28,511,641 7,228,386 35,740,027 Balance as atMarch 31,2017 $11,952 $102,788,560 $5,973,642 $14,129 $(23,128,667) $- $9,398,927 $167,424,244 $262,482,787 $40,741,634 $303,224,421 Balance as atApril 1, 2017 $11,952 $102,788,560 $5,973,642 $14,129 $(23,128,667) $- $9,398,927 $167,424,244 $262,482,787 $40,741,634 $303,224,421 Issue of shares(Note 18) 6,304 31,594,530 (31,600,834) - - - - - - Share-basedcompensation(Note 19) - - 32,107,995 - - - - - 32,107,995 - 32,107,995 Reclassificationof Non-controllinginterest (referMD&A-“CorporateStructure”) - - - - - - - 2,569,581 2,569,581 (2,569,581) - Profit/(loss)after tax for theyear - - - - - - - (78,222,174) (78,222,174) (15,373,590) (93,595,764)Othercomprehensiveincome /(loss)for the year 25,709 (292,401) - - 43,364 (223,328) 95,552 (127,776)Totalcomprehensiveincome/(loss)for the year - - - 25,709 (292,401) - - (75,609,229) (75,875,921) (17,847,619) (93,723,540) Balance as atMarch 31,2018 $18,256 $134,383,090 $6,480,803 $39,838 $(23,421,068) $- $9,398,927 $91,815,015 $218,714,861 $22,894,015 $241,608,876 (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) Fiscal years ended Notes March 31, 2018 March 31, 2017 March 31, 2016 (A) CASH FLOW FROM OPERATING ACTIVITIES Profit/(loss) before tax for the year $(113,537,062) $36,108,371 $37,810,922 Adjustments for non-cash items 32 18,960,826 14,960,995 4,198,599 Adjustments for non-operating incomes and expenses 32 34,050,541 29,011,112 25,859,298 Changes in operating assets and liabilities 32 32,615,146 (68,644,523) (70,904,940) $(27,910,549) $11,435,955 $(3,036,121)Income taxes paid (468,492) (5,648,895) (3,435,386)Net cash generated from/(used in) operating activities $(28,379,041) $5,787,060 $(6,471,507) (B) CASH FLOW FROM INVESTING ACTIVITIES Purchase of property, plant and equipment $(442,568) $(71,885) $(568,346)Purchase of intangible assets - - - Advance for property, plant and equipment - - - Proceeds from sale of property, plant and equipment 52,208 2,262 31,759 Net cash outflow on acquisition of subsidiaries - - - Proceeds from term deposits 12,459,795 17,230,029 16,572,440 Investments in term deposits (10,705,256) (14,189,981) (15,534,982)Purchase of short term investments - - (38,245)Proceeds from the sale of short term investments - - 228,260 Interest received 83,563 381,144 1,156,596 Net cash used in investing activities $1,447,742 $3,351,569 $1,847,482 (C) CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from issue of shares $- $- $- Net proceeds from short term debt 33,494,022 9,384,793 10,293,533 Proceeds from long term debt - - 19,123 Repayment of long term debt (24,029) (463,035) (896,896)Interest paid (25,872,309) (27,520,656) (31,260,950)Net cash generated from financing activities $7,597,684 $(18,598,898) $(21,845,190)(D) Effect of change in exchange rate on cash and cash equivalents 3,718,602 8,879,423 (2,779,206)Net increase/(decrease) in cash and cash equivalents (A+B+C+D) $(15,615,013) $(580,846) $(29,248,421)Cash and cash equivalents at the beginning of the year 16,831,655 17,412,501 46,660,922 Cash and cash equivalents at the end of the year $1,216,642 $16,831,655 $17,412,501 (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.Background and 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, sourcing and selling packaged Indian specialty rice, primarily basmati rice and other food products. The Group sells theseproducts to international buyers (located in Asia Pacific, Europe, Middle East, North Africa and North America), distributors and retail chains in India. TheGroup has currently one rice processing plant which is located in Gurgaon, India. ANFI was incorporated on February 20, 2012 and is domiciled in the British Virgin Islands. The principal office of the Company is located at 29E, A.U.Tower Jumeirah Lake Towers Dubai, United Arab Emirates. 2.Formation of the Company and initial public offering (IPO) ANFI was formed to act as holding company of the Group and to make an initial public offering of its shares in the United States of America (“USA”). OnOctober 15, 2012 ANFI completed its IPO in the USA of 9,000,000 ordinary shares of face value of $0.001 at a premium of $9.999 per share. The Companyincurred a total cost of $9.1 million towards share issue and listing of shares. Share issue expenses attributable to raising of new equity amounting to $7.3million had been reduced from equity and other expenses amounting to $1.8 million were recorded in the consolidated statement of profit or loss during theyear ended March 31, 2013. Immediately thereafter, the Company through its wholly owned subsidiary, Amira Nature Foods Ltd, Mauritius (“ANFI Mauritius”), subscribed for53,102,500 equity shares of Amira Pure Foods Private Limited (“APFPL”), incorporated in India representing approximately 80.4% of its outstanding shareson October 16, 2012, pursuant to a subscription agreement dated September 27, 2012, as amended subsequently through an amendment agreement datedOctober 10, 2012 for $77,000,100. The balance of 19.6% in APFPL represents Non-controlling interest (“NCI”) held by Mr. Karan A. Chanana, Chairman andChief Executive Officer ANFI, and his affiliates. ANFI and APFPL were under common control of Mr. Karan A Chanana, the controlling shareholder, and accordingly this combination was accounted forusing the “Pooling of interest method”. The assets and liabilities of the entities have been recorded at their carrying amount and previous periods asapplicable have been retrospectively adjusted. 3. Statement of compliance The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued bythe International Accounting Standards Board ("IASB"). 4.New standards/amendments relevant for the Group adopted from April 1, 2017 On April 1, 2017 the Group adopted new accounting policies where necessary to comply with amendments to IFRS. The following are those accounting pronouncements which are relevant to the Group and which have been adopted during 2017 in the preparation of theseconsolidated financial statements: ·Amendments to IAS 1 - Presentation of Financial Statements In December 2014, IASB issued an amendment to IAS 1 to address perceived impediments to preparers exercising their judgment in presenting their financialreports by making the following changes:·Clarification that information should not be obscured by aggregating or by providing immaterial information, and that materiality considerationsapply to the all parts of the financial statements, and even when a standard requires a specific disclosure, materiality considerations do apply;·Clarification that the list of line items to be presented in these statements can be disaggregated and aggregated as relevant and additional guidanceon subtotals in these statements and clarification that an entity's share of other comprehensive income of equity-accounted associates and jointventures should be presented in aggregate as single line items based on whether or not it will subsequently be reclassified to profit or loss; and F-9 ·Additional examples of possible ways of ordering the notes to clarify that understandability and comparability should be considered whendetermining the order of the notes and to demonstrate that the notes need not be presented in the order so far listed in paragraph 114 of IAS 1. This amendment is effective for annual periods beginning on or after January 1, 2016. The Group does not believe that the adoption of this amendment will have a material effect on its consolidated financial statements. ·Amendment to IAS 16 – Property, Plant and Equipment and IAS 38 – Intangible Assets In May 2014, the IASB issued “Amendments to IAS 16 and IAS 38”, clarifying that the use of methods based on revenue to calculate depreciation is notappropriate because revenue generated by an activity that includes the use of an asset typically reflects factors that are not directly linked to the consumptionof the economic benefits embodied in the asset. Revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economicbenefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. This Amendment is effective forannual period, beginning on or after January 1, 2016. The Group does not believe that the adoption of this amendment will have a material effect on its consolidated financial statements. ·Annual improvements to IFRSs 2012-2014 Cycle In September 2014, the IASB issued “Annual Improvements to IFRSs: 2012-2014 Cycle” and “Annual Improvements to IFRSs: 2012-2014 Cycle”, as part ofits annual process of revising and improving existing standards. These are effective for annual periods beginning on or after January 1, 2016.·IFRS 5 — Adds specific guidance in IFRS 5 for cases in which an entity reclassifies an asset from held-for-sale to held-for-distribution or vice versaand cases in which held-for-distribution accounting is discontinued·IFRS 7 — Additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset, and clarification on offsettingdisclosures in condensed interim financial statements·IAS 19 — Clarifies that the high quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominatedin the same currency as the benefits to be paid·IAS 34 — Clarifies the meaning of “elsewhere in the interim report” and requires a cross-reference The Group does not believe that the adoption of these amendments will have a material effect on its consolidated financial statements. 5.New standards/amendments issued but not yet effective relevant for the Group The following accounting pronouncements were not effective as of March 31, 2018 and therefore have not been applied in preparing these consolidatedfinancial statements. ·IFRS 9 Financial Instruments: IFRS 9 is effective for annual periods beginning on or after January 1, 2018, with early application permitted and is applied retrospectively, except for thehedge accounting requirements which are applied prospectively. It replaces IAS 39’s measurement categories for financial assets as: fair value through profit or loss (“FVTPL”), fair value through other comprehensiveincome (“FVTOCI”) and amortized cost. It introduces new impairment model, under which the “expected” credit loss are required to be recognized as compared to the existing “incurred” creditloss model of IAS 39. F-10 We do not expect the standard to materially impact the measurement of our financial liabilities. However, certain assets which are carried at fair valuethrough other comprehensive income under IAS 39 will now be fair valued through profit and loss under IFRS 9 depending upon the class of asset. Further, under IFRS 9, the impairment of financial assets is measured under the ‘Expected Credit Loss’ (ECL) model, which uses a dual measurementapproach, under which the loss allowance is measured as either twelve month expected credit losses or lifetime expected credit losses. The managementis still evaluating the impact of change in the impairment model of trade receivables. Further, there are fundamental changes in hedge accounting by introduction of new general hedge accounting model which: •Increases the eligibility of hedged item and hedging instruments; •Introduces a more principles–based approach to assess hedge effectiveness. ·IFRS 15 Revenue from Contracts with Customers: In May 2014, the IASB issued IFRS 15 “Revenue from Contracts with Customers” (IFRS 15). This standard provides a single, principle-based five-stepmodel to be applied to all contracts with customers. Guidance is provided on topics such as the point at which revenue is recognized, accounting forvariable consideration, costs of fulfilling and obtaining a contract and various other related matters. IFRS 15 also introduced new disclosurerequirements with respect to revenue. The five steps in the model under IFRS 15 are: (i) identify the contract with the customer; (ii) identify the performance obligations in the contract; (iii)determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contracts; and (v) recognize revenue when (or as)the entity satisfies a performance obligation. IFRS 15 replaces the following standards and interpretations: •IAS 11 “Construction Contracts” •IAS 18 “Revenue” •IFRIC 13 “Customer Loyalty Programmes” •IFRIC 15 “Agreements for the Construction of Real Estate” •IFRIC 18 “Transfers of Assets from Customers” •SIC-31 “Revenue - Barter Transactions Involving Advertising Services” When first applying IFRS 15, it should be applied in full for the current period, including retrospective application to all contracts that were not yetcomplete at the beginning of that period. In respect of prior periods, the transition guidance allows an option to either: •apply IFRS 15 in full to prior periods (with certain limited practical expedients being available); or•retain prior period figures as reported under the previous standards, recognizing the cumulative effect of applying IFRS 15 as an adjustment to theopening balance of equity as at the date of initial application (beginning of current reporting period). In April 2016, the IASB issued amendments to IFRS 15, clarifying some requirements and providing additional transitional relief for companies. Theamendments do not change the underlying principles of IFRS 15 but clarify how those principles should be applied. The amendments clarify how to: •identify a performance obligation (the promise to transfer a good or a service to a customer) in a contract;•determine whether a company is a principal (the provider of a good or service) or an agent (responsible for arranging for the good or service to beprovided); and F-11 •determine whether the revenue from granting a license should be recognized at a point in time or over time. In addition to the clarifications, the amendments include two additional reliefs to reduce cost and complexity for a company when it first applies IFRS15. The amendments have the same effective date as IFRS 15. IFRS 15 is effective for fiscal years beginning on or after January 1, 2018. We will apply this standard retrospectively with the cumulative effect ofinitially applying this standard recognized at April 1, 2018 (i.e. the date of initial application in accordance with this standard) which will be based onspecific terms of active contracts as at April 1, 2018. The Group does not believe that the adoption of this standard will have a material effect on itsconsolidated financial statements. We expect revenue recognition to remain largely unchanged, however there will be an impact on the timing of recognition of certain contract costs,which will now be amortized over the contract period rather than expensed as incurred. Based on the analysis completed to date, we do not currentlyexpect that the adoption will have a material impact on consolidated revenue in our consolidated financial statements. The effective date for adoption of IFRS 15 is annual periods beginning on or after January 1, 2018, though early adoption is permitted. The Group does not believe that the adoption of this amendment will have a material effect on its consolidated financial statements. ·IFRS 16 Leases: In January 2016, the IASB has issued IFRS 16 “Leases” (“IFRS 16”). Key changes in IFRS 16 include: •eliminates the requirement to classify a lease as either operating or finance lease in the books of lessee. •introduces a single lessee accounting model, which requires lessee to recognize assets and liabilities for all leases, initially measured at the presentvalue of unavoidable future lease payment. Entity may elect not to apply this accounting requirement to short term leases and leases for whichunderlying asset is of low value. •replaces the straight-line operating lease expense model with a depreciation charge for the lease asset (included within operating costs) and an interestexpense on the lease liability (included within finance costs). •requires lessee to classify cash payments for principal and interest portion of lease arrangement within financing activities and financing/operatingactivities respectively in the cash flow statements. •requires entities to determine whether a contract conveys the right to control the use of an identified asset for a period of time to assess whether thatcontract is, or contains, a lease. IFRS 16 replaces IAS 17, Leases and related interpretations viz. IFRIC 4, “Determining whether an Arrangement contains a Lease;” SIC-15, “OperatingLeases—Incentives;” and SIC-27, “Evaluating the Substance of Transactions Involving the Legal Form of a Lease.” IFRS 16 substantially carries forward lessor accounting requirements in IAS 17, “Leases.” Disclosures, however, have been enhanced. The effective date for adoption of IFRS 16 is annual periods beginning on or after January 1, 2019, though early adoption is permitted for companiesapplying IFRS 15 Revenue from Contracts with Customers. We are in the process of assessing the impact of IFRS 16 on our consolidated results ofoperations, cash flows, financial position and disclosures. The Group does not believe that the adoption of this amendment will have a material effect on its consolidated financial statements. F-12 ·IFRIC 23, Uncertainty over Income Tax Treatments: In June 2017, the International Accounting Standards Board issued IFRIC 23, Uncertainty over Income Tax Treatments. IFRIC 23 is to be applied whileperforming the determination of taxable profit (or loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty overincome tax treatments under IAS 12. According to IFRIC 23, companies need to determine the probability of the relevant tax authority accepting eachtax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to computethe most likely amount or the expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused taxcredits and tax rates.The standard permits two possible methods of transition: ·Full retrospective approach – Under this approach, IFRIC 23 will be applied retrospectively to each prior reporting period presented in accordancewith IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors·Retrospectively with cumulative effect of initially applying IFRIC 23 recognized by adjusting equity on initial application, without adjustingcomparatives The effective date for adoption of IFRC 23 is annual periods beginning on or after January 1, 2019, though early adoption is permitted. The Group is yet to evaluate the effect of IFRIC 23 on the consolidated financial statements. ·IFRS 2 – “Share-based Payment” In June 2016, the IASB issued amendments in IFRS 2 – “Share-based Payment” to clarify the following: ·the accounting for cash-settled share-based payment transactions that include a performance condition should follow the same approach as forequity-settled share-based payment;·the classification of share-based payment transactions with net settlement features for withholding tax obligations should be classified as equity-settled in its entirety, provided the share-based payment would have been classified as equity-settled had it not included the net settlement feature;and·modifications of a share-based payment that changes the transaction from cash-settled to equity-settled to be accounted for as follows:i.the original liability is derecognized;ii.the equity-settled share-based payment is recognized at the modification date fair value of the equity instrument granted to the extent that serviceshave been rendered up to the modification date; andiii.any difference between the carrying amount of the liability at the modification date and the amount recognized in equity should be recognized inthe statement of income immediately. The above amendments are effective for annual periods beginning on or after January 1, 2018. Earlier application is permitted. The amendments are to beapplied prospectively. However, if an entity applies the amendments retrospectively, it must do so for all of the amendments described above. We intend to adopt these amendments prospectively and expect no material impact on our consolidated financial statements. ·IFRIC 22 – “Foreign Currency Transactions and Advance Consideration” In December 2016, the IFRS Interpretations Committee (“IFRIC”) issued amendments to IFRIC 22 – “Foreign Currency Transactions and AdvanceConsideration” to clarify the exchange rate to use for translation when payments are made or received in advance of the related asset, expense or income(or part of it) in foreign currency. The exchange rate in this case will be the rate prevalent on the date on which an entity initially recognizes the non-monetary asset or non-monetaryliability arising from the payment or receipt of advance consideration. If there are multiple payments or receipts in advance, the entity shall determine adate of the transaction for each payment or receipt of advance consideration. F-13 IFRIC 22 is effective for annual reporting periods beginning on or after January 1, 2018. Earlier application is permitted. On initial application, entities have the choice to apply the Interpretation either retrospectively or, alternatively, prospectively to all assets, expenses andincome in the scope of the Interpretation initially recognized on or after: •the beginning of the reporting period in which the entity first applies the Interpretation; or •the beginning of a prior reporting period presented as comparative information in the financial statements of the reporting period in which the entityfirst applies the Interpretation. We intend to adopt these amendments prospectively and expect no material impact on our consolidated financial statements. •IFRIC 23 – “Uncertainty over Income Tax Treatments” In June 2017, the IFRIC issued IFRIC 23 – “Uncertainty over Income Tax Treatments” to clarify the accounting for uncertainties in income taxes, byspecifically addressing the following: •the determination of whether to consider each uncertain tax treatment separately or together with one or more uncertain tax treatments;•the assumptions an entity makes about the examination of tax treatments by taxations authorities;•the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates where there is an uncertainty regarding thetreatment of an item; and•the reassessment of judgements and estimates if facts and circumstances change. IFRIC 23 is effective for annual reporting periods beginning on or after 1 January 2019. Earlier application is permitted. On initial application, the requirements are to be applied by recognizing the cumulative effect of initially applying them in retained earnings, or in otherappropriate components of equity, at the start of the reporting period in which an entity first applies them, without adjusting comparative information.Full retrospective application is permitted, if an entity can do so without using hindsight. We are currently evaluating the impact of this pronouncementon our consolidated financial statements. •IAS 19 – “Employee Benefits” In February 2018, the IASB issued amendments to IAS 19 – “Employee Benefits” regarding plan amendments, curtailments and settlements. Theamendments are as follows: •If a plan amendment, curtailment or settlement occurs, it is now mandatory that the current service cost and the net interest for the period after theremeasurement are determined using the assumptions used for the remeasurement;•In addition, amendments have been included to clarify the effect of a plan amendment, curtailment or settlement on the requirements regarding assetceiling. The above amendments are effective for annual periods beginning on or after January 1, 2019. Earlier application is permitted but must be disclosed. We are currently evaluating the impact of these amendments on our consolidated financial statements. 6.Summary of significant accounting policies 6.1Overall considerations The consolidated financial statements have been prepared on a going concern basis. The significant accounting policies that have been used in thepreparation of these consolidated financial statements are summarized below. F-14 All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle. Based on the nature of products and thetime between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12months for the purpose of current - non-current classification of assets and liabilities. 6.2Basis of consolidation The Group's subsidiaries are those entities which it directly or indirectly controls. Control over an entity is evidenced by the Group's ability to exercise itspower in order to affect any variable returns that the Group is exposed to through its involvement with the entity. When assessing whether to consolidate an entity, the Group evaluates a range of control factors, namely:·the purpose and design of the entity·the relevant activities and how these are determined·whether the Group's rights result in the ability to direct the relevant activities·whether the Group has exposure or rights to variable returns·whether the Group has the ability to use its power to affect the amount of its returns Subsidiaries are consolidated from the date on which control is transferred to the Group and are deconsolidated from the date that control ceases. The Group reassesses the consolidation status when any changes in the structure lead to a change in one or more of the control factors. All intercompany transactions, balances and unrealized gains on transactions between Group companies are eliminated on consolidation. Consistent accounting policies are applied throughout the Group for the purposes of consolidation. Issuances of a subsidiary's stock to third parties aretreated as non-controlling interests. Profit or loss attributable to non-controlling interests are reported separately in the consolidated statements of profit orloss and consolidated statements of comprehensive income. 6.3Business combinations The Group uses the acquisition method to account for business combinations. At the date, the Group obtains control of the subsidiary, the cost of anacquisition is measured at the fair value of the consideration given, including any cash or non-cash consideration (equity instruments) transferred anycontingent consideration, any previously held equity interest in the acquiree and liabilities incurred or assumed. The excess of the aggregate of the cost of anacquisition and any non-controlling interests in the acquiree over the Group’s share of the fair value of the identifiable net assets acquired is recorded asgoodwill. If the aggregate of the acquisition cost and any non-controlling interests is below the fair value of the identifiable net assets (negative goodwill), again is reported in other income. Acquisition-related costs are recognized as expenses in the period in which they are incurred. Non-controlling interests are shown in the consolidated balance sheet as a separate component of equity, which is distinct from the Group’s shareholders’equity. The net income attributable to of non-controlling interests is separately disclosed on the face of the consolidated statement of income. Changes in theownership interest in subsidiaries which do not result in a change of control are treated as transactions between equity holders and are reported in equity. 6.4Foreign currency Our consolidated financial statements are presented in U.S. dollars which is the functional currency of ANFI. The functional currencies of APFPL and AmiraDubai, through which we conduct most of our operations, are Indian Rupees and United Arab Emirates Dirham (AED), respectively. The functional currenciesof ANFI, APFPL, Amira Dubai and our other subsidiaries have been determined on the basis of the primary economic environment in which each of themoperates. F-15 A currency other than the functional currency of the entities is a foreign currency. Foreign currency transactions are translated into the functional currency ofeach respective entity, using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currenciesare translated at the rate of exchange on the date of the statement of financial position. Foreign exchange gains and losses resulting from the settlement ofsuch transactions and from the re-measurement of monetary items at year-end exchange rates are recognized in the consolidated statements of profit or loss.Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction. For purposes of our consolidated financial statements, all assets, liabilities and transactions of our subsidiaries with a functional currency other than the U.S.dollar (our presentation currency) are translated into U.S. dollars upon consolidation. On consolidation, assets and liabilities have been translated into the U.S. dollar at the closing rate at the statement of financial position date. Income andexpenses have been translated into the presentation currency at the average rate over the reporting period. Exchange differences are recognized in equity as“Currency translation reserve”. 6.5Revenue Sale of basmati rice and other food products The Group recognizes revenue when the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the Group.Revenues are measured at the fair value of the consideration received or receivable, net of discounts, rebates, outgoing sales taxes, and other indirect taxes.Revenues are recognized when all significant risks and rewards of ownership of the goods are transferred to the customer and delivery has occurred as per thecontractual terms. 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. 6.6Cost of materials Cost of materials includes purchase of raw materials and change in raw materials. 6.7Inventories 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. Paddy (classified under raw materials) and rice (classified under finished goods) are stored for a substantial period of time (approximately 10 months to 12months) for natural ageing necessary to bring these inventories to their intended quality. Raw materials, stores and spares, packaging materials and purchased finished goods Raw materials costs are comprised of purchase price and expenses incurred to bring inventory to its present location and related taxes net of tax creditsavailable, if any. Cost of such closing inventory is determined on a first in first out basis (and includes storage costs and borrowing costs as paddy is requiredto be stored for a substantial period of time for Basmati’s natural ageing process). Finished goods Finished goods include cost of direct materials and manufacturing expenses incurred to bring inventories to their present location and condition. Cost offinished goods is determined using the weighted average method. Cost of closing inventory includes interest expense (borrowing costs) as Basmati rice isrequired to be stored for a substantial period of time for the natural ageing process to occur. F-16 6.8Goodwill Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses,if any. For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units that is expected to benefit from the synergies of thecombination. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit maybe impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carryingamount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Anyimpairment loss for goodwill is recognized directly in profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods. On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal. 6.9Other intangible assets Other intangible assets including those acquired in a business combination are stated at cost of acquisition, less accumulated amortization and impairments,if any. Indefinite life intangible assets are stated at cost less accumulated impairment, if any. Intangible assets are amortized on straight-line basis over their estimated useful lives. Management's estimate of the useful life of trademarks registration fees, software licenses, favorable lease and customer relationships is 10, 3, 5 and 12 years,respectively. Acquired brand has indefinite useful life and tested for impairment annually or more frequently when there is indication that such asset may beimpaired. 6.10Property, plant and equipment Property, plant and equipment are stated at cost of acquisition less accumulated depreciation and accumulated impairment, 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. Any resultinggain or loss (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements ofprofit or loss 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. Property, plant and equipment are depreciated using the straight line method over the useful life of asset as estimated by management. The estimated usefullives are as follows: Buildings5-25 yearsPlant and machinery – includes storage equipment, pollution and fire control equipment3-20 yearsPlant and machinery – includes laboratory equipment, weighing equipment, electrical fittings & packing and generator& boiler3-10 yearsOffice equipment3-6 yearsFurniture and fixtures3-5 yearsVehicles5 years Freehold land is not a depreciable asset. Depreciation is not recorded on capital work in progress until construction and installation are complete and the asset is ready for its intended use. Capitaladvances are included in capital work in progress. F-17 6.11(A) Impairment testing of property, plant and equipment and intangible assets other than goodwill and indefinite life intangible assets At the end of each reporting period the Group reviews the carrying amounts of tangible and intangible assets to determine whether there is any indication thatthose assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extentof the impairment loss, if any. The Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. 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. When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that theincreased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset inprior years. 6.12Leases 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. 6.13Debt costs Debt costs primarily comprise interest on our debt. Debt costs directly attributable to the acquisition, construction or production of a qualifying asset arecapitalized during the period of time that is necessary to complete and prepare the asset for its intended use or sale. 6.14Advertising and business promotion expenses Advertising and business promotion expenses classified under “Other expenses”, which primarily includes hoarding cost, exhibition cost, publicity cost andcost of other promotional activities. Advertising and business promotion expenses are recognized in profit or loss as and when incurred. 6.15Financial 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. 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. Financial assets and financial liabilities are measured subsequently as described below. Financial assets On initial recognition, the Group’s financial assets are classified into the loans and receivables and available for sales. F-18 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 initialrecognition these are measured at amortized cost using the effective interest method, less provision for impairment. The Group's cash and cash equivalents,trade receivables, term and other deposits and other receivables fall into this category of financial instruments. Cash and cash equivalents Cash and cash equivalents consist of cash in hand and balance held with banks including deposits. Cash and cash equivalents are unrestricted as towithdrawal or usage. Available for sale financial assets (referred to as AFS) 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 theother categories of financial assets. The Group's available for sale financial assets include investments in listed securities and mutual funds in India. Available for sale financial assets are measured at fair value. Gains and losses are recognized in the consolidated statement 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 statement of other comprehensive income is reclassified from the equity reserve to the consolidated statement of profit or lossaccount. Financial liabilities The Group's financial liabilities include debt, trade payables and other financial liabilities. Financial liabilities are measured subsequently at amortized costusing the effective interest method except for derivative financial liabilities. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issuedare recognized at the proceeds received net of direct issue costs. Impairment of financial assets Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there isobjective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of thefinancial assets have been affected. For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset's carrying amount and thepresent value of estimated future cash flows, discounted at the financial asset's original effective interest rate. The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables and otherreceivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is writtenoff against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in thecarrying amount of the allowance account are recognized in profit or loss.When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassifiedto profit or loss in the period. For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be relatedobjectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to theextent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had theimpairment not been recognized. In respect of AFS equity securities, impairment losses previously recognized in profit or loss are not reversed through profit or loss. Any increase in fair valuesubsequent to an impairment loss is recognized in other comprehensive income and accumulated under the heading of “Reserve for available for salefinancial assets”. F-19 6.16Derivatives Derivatives are initially recognized at fair value and subsequently re-measured to their fair value at the end of each reporting period. The resulting gain orloss is recognized in profit or loss immediately unless the derivative is designated and effective as a hedging instrument in which event the timing of thesubsequent recognition in profit or loss depends on the nature of the hedge relationship. 6.17Cash flow hedges The Group designates forward currency derivative contracts in respect of foreign currency risk, as cash flow hedges. Hedges of foreign exchange risk onhighly probable forecasted sales are accounted for as cash flow hedges. At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its riskmanagement objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, theGroup documents whether the hedging instrument is highly effective in offsetting changes in cash flows of the hedged item attributable to the hedged risk. Gain/ loss arising due to change in fair value of forward currency derivative contracts not designated as cash flow hedges are recognized in the consolidatedstatements of profit or loss under “Other gains and (losses)”. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensiveincome and accumulated under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognized immediately in theconsolidated statements of profit or loss, and is included under “Other gains and (losses)”. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to the consolidated statements of profit or loss inthe periods when the hedged item is recognized in consolidated statements of profit or loss, and is included under “Other gains and (losses)”. Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, orexercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognized in other comprehensive income and accumulated in equity at thattime remains in equity and is recognized when the forecast transaction is ultimately recognized in consolidated statements of profit or loss. When a forecasttransaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in the consolidated statements of profit or loss,and is included under “Other gains and (losses)”. 6.18Share-based compensation The fair value of share-based payment awards granted to employees/directors as of grant date is recognized as employee benefit expenses, with acorresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense isadjusted to reflect the number of awards for which the related service conditions are expected to be met, such that the amount ultimately recognized as anexpense is based on the number of awards that do meet the related service and non-market vesting conditions at the vesting date. The increase in equityrecognized in connection with a share-based compensation transaction is presented in “Share-based compensation reserve”. At the time of issue of respectiveshares, the corresponding share-based compensation reserve is reclassified to share capital and share premium. The share options granted by the Group to its employees/directors are valued with respect to the fair values of the equity instruments granted, usingappropriate option pricing models. 6.19Income taxes Income tax comprises current tax and deferred tax. Income tax is recognized in the consolidated statements of profit or loss except where it relates to itemsthat are recognized in the consolidated statements of other comprehensive income or directly in equity in which case the related income tax is recognized inthe consolidated statements of other comprehensive income or equity, respectively. The basis for computation of current tax and deferred tax is describedbelow. F-20 Current tax Calculation of current tax is based on tax rates applicable for the respective years in respective tax jurisdictions and is calculated using tax rates that havebeen enacted or substantively enacted by the end of the reporting period. Current income tax assets and/or liabilities comprises those obligations to, orclaims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid/un-recovered at the reporting date. Current tax is payable ontaxable profit, which differs from the consolidated statements of profit or loss. Deferred tax Deferred income tax is calculated using the balance sheet method on temporary differences between the carrying amounts of assets and liabilities and theirtax bases using the tax laws that have been enacted or substantively enacted by the reporting date. However, deferred tax is not provided on the initialrecognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. In respect of taxable temporarydifference associated with investment in subsidiaries, where the timing of reversal is controllable and are not probable to reverse in foreseeable future, adeferred tax liability is not recognized. Tax losses available to be carried forward and other income tax credits available to the Group are assessed forrecognition as deferred tax assets. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for businesscombination. Deferred tax liabilities are recognized 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. 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 taxableprofit will be available to allow all or part of the deferred tax asset to be utilized. 6.20Other reserves Other reserves consist of the following: Share-based compensation reserve Share-based compensation reserve relates to share options granted by the Group to its directors under its share option plan. Further information about share-based payments to directors is set out in Note 19. Reserve available for sale financial assets The reserve available for sale financial assets created by the Group represents the unrealized changes in the fair value of securities classified as available forsale financial assets. Currency translation reserve Translation differences arising on translation of foreign operations are recognized in other comprehensive income and included in a separate heading of"Currency translation reserve" within equity. Cash flow hedging reserve The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging instruments enteredinto for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognized and accumulated underthe heading of “Cash flow hedging reserve” are reclassified to profit or loss only when the hedged transaction affects the profit or loss. F-21 Restructuring reserve Restructuring reserve relates to reserve created during IPO (Note 2). This is a free reserve. 6.21Post-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 APFPL pays fixed contributions into an independent fund administered by the Government of India (GOI).APFPL has no legal or constructive obligations to pay further contributions after its payment of the fixed contribution. The contributions recognized inrespect of defined contribution plans are expensed in the period that relevant employee services are received. There are no other obligations other than thecontribution payable to the fund. There are no other defined contribution plans in other entities of the Group. Defined benefit plan The defined benefit plan which includes gratuity benefit is sponsored by APFPL and it defines the amount of the benefit that an employee will receive oncompletion of services by reference to length of 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, 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 external actuary using the projected unit credit method. The presentvalue 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,promotion and other relevant factors. Actuarial gains and losses are included in other comprehensive income. There are no other defined benefit plans in other entities of the Group. Short term employee benefits Short term benefits comprise employee costs such as salaries, bonuses, and paid annual leave and sick leave that are accrued in the year in which theassociated services are rendered by employees of the Group. The liability in respect of compensated absences expected to be availed within one year from the reporting date are considered as short term benefits and arerecognized at the undiscounted amount of estimated value of benefit expected to be availed by the Group’s employees. 6.22Provisions 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 theestimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks anduncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required insettlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of moneyis material. Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognized as a separateasset. However, this asset may not exceed the amount of the related provision. All provisions are reviewed at each reporting date and adjusted to reflect thecurrent best management’s estimate. F-22 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 and such cases are disclosed as contingent liabilities. 6.23Significant judgment and 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 may 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 judgments regarding the following consolidated financial statement elements Inventories Interest expense amounting to $ 22,846,505 (March 31, 2017: $14,015,122) has been capitalized in inventory cost as of March 31, 2018 because paddy andrice are stored for a substantial period of time for natural ageing necessary to bring these inventories to their intended quality. However, the same has noimpact on inventory valuation in Fiscal 2018, since the inventory has been valued at Net realizable value, which is lower than the cost. Estimates i.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. ii.Impairment of goodwill Determination of whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated.The value in use calculation requires management to estimate the future cash flows expected to arise from the cash-generating unit and an appropriatediscount rate in order to calculate the present value. Where actual future cash flows are less than expected, impairment loss may arise. The carrying amount ofgoodwill at March 31, 2018 was $ 1,568,607 (March 31, 2017: $1,386,322) and there is no impairment to be recognized during the year ended March 31,2018. iii.Impairment of indefinite life intangible Determination of whether the indefinite life intangible consisting of a brand is impaired requires an estimation of the recoverable amount of the brand. Therecoverable amount has been measured using the relief from royalty method. The carrying amount of the indefinite life intangible assets at March 31, 2018was $941,531 (March 31, 2017: $816,127) and there is no impairment to be recognized during the year ended March 31, 2018. F-23 7.Subsidiaries Details of the Group’s subsidiaries*** as at the end of the reporting period are as follows: Name of subsidiary Principal activity Place of incorporation and operation Proportion of ownership interest and voting power held by the Group 31/03/2018 31/03/2017 Amira Nature Foods Ltd Non-operating Mauritius 100.0% 100.0%Amira I Grand Foods Inc. Non-operating BVI 100.0% 100.0%Amira Grand I Foods Inc.* Non-operating USA 100.0% 100.0%Amira K.A. Foods International DMCC* Non-operating UAE 100.0% 100.0%Amira G Foods Limited Selling packaged Indianspecialty rice, primarilybasmati rice UK 100%# 80.4%##Amira Basmati Rice GmbH EUR** Processing and sellingpackaged specialty rice Germany 100%# 80.4%##Basmati Rice North America LLC Selling packaged specialtyrice USA 100%# 80.4%##Amira Pure Foods Private Limited Processing and sellingpackaged Indian specialtyrice, primarily basmati riceand other food products India 80.4%## 80.4%##Amira I Grand Foods Inc. Selling packaged Indianspecialty rice, primarilybasmati rice USA 80.4%## 80.4%##Amira C Foods International DMCC(“Amira Dubai”) Selling packaged Indianspecialty rice, primarilybasmati rice and other foodproducts UAE 80.4%## 80.4%##Amira Foods Pte. Ltd. Selling packaged Indianspecialty rice, primarilybasmati rice and other foodproducts Singapore 80.4%## 80.4%##Amira Ten Nigeria Limited No operations Nigeria 80.4%## 80.4%##Amira Foods (Malaysia) SDN. BHD. Selling packaged Indianspecialty rice, primarilybasmati rice and other foodproducts Malaysia 80.4%## 80.4%## *Formed during the year ended March 31, 2015##These entities are 100% owned by an intermediary subsidiary APFPL wherein the Group holds 80.4% of shareholding as at March 31, 2016 and2015**Formerly known as Basmati Rice GmbH Europe#From August 1, 2017***A new company named Amira International Finance B.V. has been incorporated in Netherlands on July 30, 2018. Amira International Finance B.V.is a 100% owned subsidiary of Amira Nature Foods Limited. F-24 7.1Information about the composition of the Group at the end of the reporting period is as follows: Wholly owned subsidiaries Principal activity Name of subsidiary Place of incorporation and operation Number of wholly owned subsidiaries March 31, 2018 March 31, 2017 Non-operating Amira Nature Foods Ltd Mauritius 1 1 Non-operating Amira I Grand Foods Inc. BVI 1 1 Non-operating Amira Grand I Foods Inc. USA 1 1 Non-operating Amira K.A. FoodsInternational DMCC UAE 1 1 Selling packaged Indian specialty rice,primarily basmati rice Amira G Foods Limited United Kingdom 1 - Processing, sourcing and sellingpackaged specialty rice Amira Basmati Rice GmbHEUR* Germany 1 - Selling packaged specialty rice Basmati Rice North AmericaLLC USA 1 - 7 4 * Formerly known as Basmati Rice GmbH Europe Non-wholly owned subsidiaries Principal activity Name of subsidiary Place of incorporation and operation Number of non-wholly owned subsidiaries March 31, 2018 March 31, 2017 Processing, sourcing and sellingpackaged Indian specialty rice, primarilybasmati rice and other food products Amira Pure Foods PrivateLimited India 1 1 Sourcing and selling packaged Indianspecialty rice, primarily basmati rice andother food products Amira C Foods InternationalDMCC UAE 1 1 Selling packaged Indian specialty rice,primarily basmati rice Amira I Grand Foods Inc. USA 1 1 Selling packaged Indian specialty rice,primarily basmati rice Amira G Foods Limited United Kingdom - 1 Processing, sourcing and sellingpackaged specialty rice Amira Basmati Rice GmbHEUR* Germany - 1 Selling packaged specialty rice Basmati Rice North AmericaLLC USA - 1 Selling packaged Indian specialty rice,primarily basmati rice and other foodproducts Amira Foods Pte. Ltd. Singapore 1 1 Selling packaged Indian specialty rice,primarily basmati rice and other foodproducts Amira Foods (Malaysia) SDN.BHD. Malaysia 1 1 Non-operating Amira Ten Nigeria Limited Nigeria 1 1 6 9 F-25 7.2Details of non-wholly owned subsidiaries that have material non-controlling interest Name of subsidiary Place of incorporation and principal place of business Proportion of ownership interest and voting rights held by non-controlling interest(in USD) Profit/(loss) allocated to non-controlling interest(in USD) Accumulated non-controlling interest(in USD) March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017 Amira Pure Foods Private Limited* India 19.6% 19.6% (20,278,129) 1,701,092 (3,922,671) 16,251,481 Amira C Foods International DMCC Dubai (UAE) 19.6% 19.6% 4,372,111 5,473,989 33,465,563 29,093,452 Amira UK, Basmati Rice LLCAmira Germany** - - (2,569,581) - Others (individually immaterialsubsidiaries with non-controllinginterests) 532,428 (751,065) (4,079,296) (4,603,297)Total (15,373,590) 6,424,016 22,894,015 40,741,636 * The Non-controlling interest (NCI) is computed using 7,005,434 shares (assuming exchange under the’ exchange agreement’).**Amira Basmati Rice LLC (US), Amira G Foods (UK) and Amira Basmati Rice GmBH (Germany) have been transferred under a common control transactionin fiscal 2018 and accordingly, there is no NCI in those entities. 8.Property, plant and equipment Buildings FreeholdLand Plant andmachinery Furnitureandfixtures OfficeEquipment Vehicles Total Cost Balance as at March 31, 2016 $4,606,773 $3,003,155 $22,896,185 $902,558 $972,088 $1,276,452 $33,657,211 - Additions (939) - 31,247 433 11,028 18,253 60,022 - Disposals - - (545) - - (21,677) (22,223)- Translation adjustment 92,045 63,795 469,190 18,328 17,723 12,549 673,631 Balance as at March 31, 2017 $4,697,879 $3,066,950 $23,396,077 $921,319 $1,000,839 $1,285,577 $34,368,641 - Additions 5,476 - 22,599 - 2,159 69,806 100,040 - Disposals - - - - - (227,223) (227,223)- Translation adjustment (10,078) (6,956) (19,935) (1,998) 2,191 15,130 (21,647)Balance as at March 31, 2018 4,693,277 3,059,994 23,398,741 919,321 1,005,189 1,143,290 34,219,811 Depreciation and impairment Balance as at March 31, 2016 $1,478,288 $- $9,844,845 $491,789 $872,740 $1,037,692 $13,725,354 - Depreciation charge 167,340 - 1,197,210 119,992 83,595 93,923 1,662,059 - Disposals - - - - - (18,444) (18,444)- Translation adjustment 36,097 - 239,350 13,824 19,112 17,175 325,558 Balance as at March 31, 2017 $1,681,725 $- $11,281,405 $625,605 $975,447 $1,130,346 $15,694,528 - Depreciation charge 165,763 - 1,108,576 126,663 26,261 67,321 1,494,584 - Disposals - - - - - (209,282) (209,282)- Translation adjustment (4,825) - (11,777) (2,094) 1,030 6,333 (11,333)Balance as at March 31, 2018 $1,842,663 $- $12,378,204 $750,174 $1,002,738 $994,718 $16,968,497 Carrying value At March 31, 2017 $3,016,154 $3,066,950 $12,114,672 $295,714 $25,392 $155,231 $18,674,113 At March 31, 2018 $2,850,614 3,059,994 11,020,537 169,147 2,451 148,578 17,251,314 F-26 Property, plant and equipment with carrying values of $14,382,951 as of March 31, 2018 (March 31, 2017: $15,808,040) has been pledged as collateralagainst the Group’s debt (Note 22). Plant and machinery, building and furniture and fixtures include capital work in progress and capital advance as follows: March 31, 2018 March 31, 2017 Work in progress Plant and machinery $1,549,102 $16,585 Building 961,718 958,456 Furniture and fixtures (including leasehold improvements) - - $2,510,820 $975,041 Capital advance Plant and machinery $(10,201) $1,518,895 Furniture and fixtures - - $- $1,518,895 Total $2,500,619 $2,493,936 Capital commitments for each of the three years have been summarized in Note 33. 9.Goodwill Cost Balance as at March 31, 2016 $1,461,139 - Additions - - Translation adjustment (74,817)Balance as at March 31, 2017 $1,386,322 - Additions - - Translation adjustment 182,285 Balance as at March 31, 2018 $1,568,607 Carrying value At March 31, 2017 $1,386,322 At March 31, 2018 1,568,607 F-27 Goodwill has been allocated to the rice and related products, an operating segment. The recoverable amount of at least $2 million for the cash-generating unit (Amira Basmati Rice GmbH EUR (formerly known as Basmati Rice GmbH Europe)and Basmati Rice North America LLC, collectively “Basmati GmbH/LLC”) has been determined based on a value in use calculation which uses estimatedcash flows for a period of 5 years which were developed using forecasts, and a pre-tax discount rate of 15%. The cash flows beyond 5 years have beenextrapolated assuming a steady growth rate of 1.5%. The management believes that any reasonably possible change in the key assumptions would not causethe carrying amount to exceed the recoverable amount of the cash-generating unit. There is no impairment loss to be recognized during the year ended March31, 2018. 10.Other intangible assets Trademarksregistration fees Software Indefinite lifeBrands Customerrelationships Favorablelease Total Cost Balance as at March 31, 2016 $808,779 $127,528 $867,598 $329,324 $62,460 $2,195,689 - Additions - - - - - - - Translation adjustment 16,878 2,709 (51,471) (19,537) (3,705) (55,126)Balance as at March 31, 2017 $825,657 $130,237 $816,127 $309,787 $58,755 $2,140,563 - Additions - - - - - - - Translation adjustment (1,828) (295) 125,403 47,601 9,027 179,908 Balance as at March 31, 2018 $823,829 $129,942 $941,530 $357,388 $67,782 $2,320,471 Amortization and impairment Balance as at March 31, 2016 $379,970 $127,528 $- $61,824 $28,142 $597,464 - Amortization charge 78,310 - - 26,525 12,073 116,908 - Translation adjustment 10,488 2,709 - (4,377) (1,992) 6,828 Balance as at March 31, 2017 $468,768 $130,237 $- $83,972 $38,223 $721,200 - Amortization charge 81,376 - - 28,283 12,874 122,533 - Translation adjustment (1,628) (295) - 14,402 6,555 19,034 Balance as at March 31, 2018 $548,516 $129,942 $- $126,657 $57,652 $862,767 Carrying value At March 31, 2017 $356,889 $- $816,127 $225,815 $20,532 $1,419,363 At March 31, 2018 275,313 - 941,530 230,731 10,130 1,457,704 The useful life of brands (consisting mainly of the Atry and Scheherazade brand names) in respect of the acquisition have been determined to be indefinite asthe Group expects to generate future economic benefits indefinitely from these assets. The indefinite life intangible assets relates to the Amira Basmati Rice GmbH EUR (formerly known as Basmati Rice GmbH Europe) and Basmati Rice NorthAmerica LLC business (Note 9). Amira has acquired a portfolio of packaged specialty rice brands which include Al Amir, Al Hakim, Bano, Dalia, Hanna and Shah Pari brands from EuroBasmati GmbH in Germany. F-28 11.Other long-term financial assets Other long-term financial assets comprise the following: March 31, 2018 March 31, 2017 Security deposits, restricted $235,300 $151,121 Term deposits 1,270 1,693 Total $236,570 $152,814 Security deposits Security deposits primarily include refundable interest free deposits placed with electricity board and paid for office premises and warehouses. Term deposits Term deposits represent deposits with banks along with corresponding interest accrued that has been pledged with banks for guarantees and letter of creditissued to meet contractual obligations related to sale and purchase arrangements. 12.Inventories Inventories comprise the following: March 31,2018 March 31,2017 Raw materials $209,162 $3,761,813 Finished goods 160,558,326 266,751,906 Stores, spares and others 511,375 2,550,120 Total $161,278,863 $273,063,839 Inventories with carrying values of $149,025,563 as of March 31, 2018 (March 31, 2017: $270,399,288) have been pledged against the Group’s debt (Note22). The cost of inventories as expense during the year was $479,644,712 (March 31, 2017: $456,671,991). As of March 31, 2018, the group conservatively recognized provision for impairment of inventory for the amount of $134.0 million on account ofimpairment in (realizable values of) inventory. The adverse impact on realizable values is attributed primarily to quality deterioration of a part of inventoryand partly to levy of GST on branded food products, (unlike the case in erstwhile VAT (Value added tax) regime). An amount of $99,519 (March 31, 2017: $23,776) for inventory write downs are recognized for the year ended March 31, 2018. Inventory also includesborrowing costs (Note 27). 13.Trade receivables Trade receivables comprise the following: March 31, 2018 March 31, 2017 Gross value $260,290,455 $213,313,181 Less: Provision for bad and doubtful debts (1,958,492) (3,639,942)Net trade receivables $258,331,963 $209,673,239 Trade receivables of $ 119,577,956 as of March 31, 2018 (March 31, 2017: $48,002,350) have been pledged as collateral against the Group’s debt (Note 22). All of the Group's trade receivables have been reviewed for indicators of impairment. An analysis of net unimpaired trade receivables that are past due isgiven in Note 37.2. F-29 Movement in provision for bad and doubtful debts is shown below: March 31, 2018 March 31, 2017 At the beginning of the year $3,639,942 $708,001 Add: During the year (1,675,460) 2,915,702 Add/ (less): Translation adjustments (5,990) 16,239 At the end of the year $1,958,492 $3,639,942 14.Other financial assets Other financial assets comprise the following: March 31, 2018 March 31, 2017 Security deposits, restricted $122,158 $212,611 Term deposits, restricted 2,352,525 4,152,019 Interest receivable 673,869 675,401 Investment in listed securities and mutual funds 398,034 351,787 Other receivables 65,646 75,346 Total $3,612,232 $5,467,164 As at March 31, 2018, security deposits primarily comprise of deposits being placed with corporate credit cards agency. As at March 31, 2018 and 2017, security deposits primarily comprise of deposits being placed with global public sector organization customers. Suchdeposits were given as part of contracts between the Group and such organizations. Term deposits represent deposits with banks, along with corresponding accrued interest, that have been pledged with banks for guarantees and letter of creditissued to meet contractual obligations related to sale and purchase arrangements. 15.Prepayments Prepayments comprise the following: March 31, 2018 March 31, 2017 Prepaid expenses $347,052 $612,832 Advances to suppliers 65,630,203 46,659,321 Total $65,977,255 $47,272,153 16.Other current assets Other current assets comprise the following: March 31, 2018 March 31, 2017 Advances to employees $313,167 $346,827 Service tax and other tax credit receivable 694,595 184,084 Other receivables 162,438 133,642 Total $1,170,200 $664,553 F-30 17.Cash and cash equivalents Cash and cash equivalents comprise the following: March 31, 2018 March 31, 2017 Cash on hand $41,352 $191,360 Cash in current accounts 1,175,290 16,640,295 Bank deposits - - Total $1,216,642 $16,831,655 18.Equity 18.1Share 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 1,000 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. Shares authorized and issued 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 Shares issued during the year ended March 31, 2013 (IPO shares) 9,000,000 Shares issued** during the year ended March 31, 2013 (Note 19.2) 11,000 Total shares issued and fully paid as at March 31, 2013 28,671,000 Shares issued** during the year ended March 31, 2014 (Note 19.2) 3,997 Total shares issued and fully paid as at March 31, 2014 28,674,997 Shares issued** during the year ended March 31, 2015 (Note 19.2) 105,167 Total shares issued and fully paid as at March 31, 2015 28,780,164 Shares issued** during the year ended March 31, 2016 (Note 19.2) 179,334 Total shares issued and fully paid as at March 31, 2016 28,959,498 Shares issued** during the year ended March 31, 2017 (Note 19.2) 2,233,264 Shares issued to Mr. Karan A. Chanana as consideration towards repayment of loan 416,667 Total shares issued and fully paid as at March 31, 2017 31,609,429 Shares issued** during the year ended March 31, 2018 (Note 19.2) 3,744,198 Shares issued under S-8 during the nine months ended March 31, 2018 2,659,847 Total shares issued and fully paid as at March 31, 2018 (A) 38,013,474 Shares issuable pursuant to share exchange agreement* (B) 7,005,434 Total (C) = (A) + (B) 45,018,908 *Represents ordinary shares issuable to NCI shareholders in APFPL pursuant to share exchange agreement.**Represents shares issued under share-based compensation plan (2012 & 2017 Omnibus Plan) and also otherwise. 19.Share-based compensation ANFI has adopted and approved the 2012 Omnibus Securities and Incentive Plan, or 2012 Plan and also 2017 Omnibus Securities and Incentive Plan or 2017Plan, (collectively “The Plan”). The Plan is a comprehensive incentive compensation plan under which the management can grant equity-based and otherincentive awards to officers, employees, directors and consultants and advisers to ANFI and its subsidiaries. The 2012 Plan is administered by the compensation committee of the Board of Directors. F-31 The 2012 Plan provides for the granting of Distribution Equivalent Rights, Incentive Share Options, Non-Qualified Share Options, Performance ShareAwards, 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 non-employeeconsultants of, ANFI or any of its subsidiaries. However, incentive share options awards are solely for employees of the Group. The Group had reserved a totalof 3,962,826 ordinary shares for issuance as or under awards to be made under the Plan. ANFI reserved a total of 4,500,000 ordinary shares for issuance as orunder awards to be made under the 2017 Plan. Details of Share authorized for share based compensation as per 2012 & 2017 OmnibusSecurities and Incentive Plan No. of Shares Shares authorized for share-based compensation 3,962,826 Less: Share awards granted during the year ended March 31, 2013 (11,000)Shares authorized for share-based compensation (Net of shares already granted to directors) as on March 31, 2013 3,951,826 Less: Share awards granted during the year ended March 31, 2014 (3,997)Shares authorized for share-based compensation (Net of shares already granted to directors) as on March 31, 2014 3,947,829 Less: Share awards granted during the year ended March 31, 2015 (105,167)Shares authorized for share-based compensation (Net of shares already granted to directors) as on March 31, 2015 3,842,662 Less: Share awards granted during the year ended March 31, 2016 (179,334)Shares authorized for share-based compensation (Net of shares already granted to directors) as on March 31, 2016 3,663,328 Less: Share awards granted during the year ended March 31, 2017 (2,233,264)Shares authorized for share-based compensation (Net of shares already granted to directors) as on March 31, 2017 1,430,064 Add: Shares authorized for share-based compensation (2017 omnibus plan) 4,500,000 Less: Share awards granted during the year ended March 31, 2018 (3,744,198)Shares authorized for share-based compensation (Net of shares already granted to directors) as on March 31, 2018 2,185,866 On June 14, 2012, the Company entered into an employment agreement with its Chairman, Karan A. Chanana. The Agreement had an initial term of5 years after which the Agreement renews each year. The agreement may be terminated by either party by providing written notice to the other party at leastthirty days before the end of the term. The Company is presently in negotiations with Mr. Chanana concerning the terms of his employment. Post the Boardmeeting of October 21, 2017, Karan A. Chanana continues to serve the business in the capacity of the Chairman and CEO. However, pending a documentedagreement, he has not been remunerated/ paid remuneration as the Chief Executive Officer during the fiscal 2017-18. 19.1 Share awards On June 14, 2012, the Company entered into an employment agreement with its Chairman, Karan A. Chanana. The Agreement had an initial term of5 years after which the Agreement renews each year. The agreement may be terminated by either party by providing written notice to the other party at leastthirty days before the end of the term. The Company is presently in negotiations with Mr. Chanana concerning the terms of his employment. Post the Boardmeeting of October 21, 2017, Karan A. Chanana continues to serve the business in the capacity of the Chairman and CEO. However, pending a documentedagreement, he has not been remunerated/ paid remuneration as the Chief Executive Officer during the fiscal 2017-18. F-32 We have created a provision for share compensation reserve of $536,000 in respect of 100,000 share awards granted to ANFI Chairman in Fiscal 2018 asapproved by the Board in the meeting concluded in October 2017. 19.2 Share options a)Mr. Karan A. Chanana (ANFI’s Chairman) ANFI has not granted* any share options to Mr. Karan A. Chanana (ANFI’s Chairman and Chief Executive Officer) during fiscal 2017-18. Details of shareoptions granted historically to Mr. Karan A. Chanana are as below: For the period ended March 31, 2018 March 31, 2017 March 31, 2016 No. of share options granted - 375,899 367,749 Exercise price - $10 $10 Grant date - July 15, 2016 July 7, 2015 Exercise period - 10 years 10 years Valuation model used - Binomial Binomial Share based compensation recognized in profit or loss - $853,776# $1,890,910 # These share options (fair value of $853,776 as on the grant date) have been granted as on July 15, 2016, after the end of fiscal 2016; hence it was a non-adjusting event for the year ended March 31, 2016. Since these share options vested immediately as on the grant date of July 15, 2016, accordingly, acorresponding expense of $853,776 has been charged to Profit or loss for the year ended on March 31, 2017. * These share options were originally granted for vesting on a monthly basis over a period of four years from the grant date. The total amount to beexpensed over the vesting period is determined by reference to the fair value of the options granted. This vesting period has been amended by theCompensation Committee and approved by the Board on December 9, 2013 which makes the options immediately exercisable. Consequent to thisamendment, the unamortized amount of $1,916,226 (included in $2,679,848) has been charged to profit or loss for the year ended March 31, 2014 relatingto the share option issued during the years ended March 31, 2014 and 2013. The fair values of options granted during the years ended March 31, 2017, 2016, 2014 as mentioned above, were determined using appropriate pricing modelthat takes into account following factors and assumptions specific to the share incentive plans along with other external inputs: ·Expected volatility was determined based on historical volatility of entities in similar industry following a comparable period in their lives. ·Similarly, expected exercise period of the option has been taken as a period over which share price will be twice of the exercise price which is based onindustry average considering the Group do not have any historical pattern for exercise of share option. ·Dividend yield is taken as zero as the Group does not intend to pay dividends in the foreseeable future. ·The risk-free rate is the rate associated with a risk-free security. Grant date July 15, 2016 July 7, 2015 Fair value of the option using appropriate model $2.27 $5.14 Fair value of shares at grant date $7.48 $11.47 Exercise price $10.00 $10.00 Exercise multiple 2.5 2.5 Expected time to exercise (years) - 3.4 Expected volatility 28.89% 27.00%Total life of Options 10 10 Dividend yield 0% 0%Risk-free interest rate 1.56% 2.26% F-33 20.Trade payables and other current liabilities Trade payables and other current liabilities comprise the following: March 31, 2018 March 31, 2017 Trade payables (A) $11,741,143 $13,004,865 Other current liabilities Statutory dues 431,446 547,852 Advance received from customers 424,991 507,557 Other liabilities 14,722 46,335 Total other current liabilities (B) $871,159 $1,101,744 Total (A) + (B) $12,612,302 $14,106,609 21.Other financial liabilities Other financial liabilities comprise the following: March 31,2018 March 31, 2017 Expenses payable $3,125,704 $3,028,650 Salary payable 1,567,348 2,293,789 Security deposits 10,815 10,840 Liability for compensated absences 183,411 168,718 Other liabilities 2,398,195 6,757,833 Total other financial liabilities $7,285,473 $12,259,830 22.Debt Debt comprises working capital loans, vehicle loans and term loans. These can be classified in the categories mentioned below: F-34 22.1Non-current debt March 31, 2018 March 31, 2017 Term loans $1,421,911 $1,211,236 Vehicle loans 33,292 53,392 Total debt $1,455,203 $1,264,628 Less: Amount reclassified to current debt (1,427,773) (1,215,885)Total non-current debt $27,430 $48,743 Term loans relate to plant and machinery and 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: March 31, 2018 March 31, 2017 Term loans 18.3% 13.0%Vehicle loans 4.6% 7.0% 22.2Current debt March 31,2018 March 31, 2017 Working capital loans $231,782,800 $205,272,318 Debt from Mr. Karan A. Chanana and affiliates 16,394,751 17,903,077 Debt from Other Body Corporates 598,720 - $248,776,271 $223,175,395 Add: Current portion of long term debt 1,427,773 1,215,885 Total current debt $250,204,044 $224,391,280 Working capital loans represent credit limits from banks with renewal period not exceeding one year. The Group's property, plant and equipment (Note 8),trade receivables (Note 13) and inventories (Note 12) have been pledged as collateral to secure repayment of these debts. These secured revolving creditfacilities carry floating rates of interest. Debt from Mr. Karan A. Chanana comprises debt taken from a director of the Company that is payable on demand and carries a fixed rate of interest of 11%per annum, compounded daily. The weighted average interest rates (including corresponding bank processing charges and fees) for each of the reporting periods for working capital debt anddebt from related party is as follows: March 31, 2018 March 31, 2017 Working capital loans 12.68% 13.69%Debt from Mr. Karan A. Chanana 11.60% 11.60%Debt from other related party 9.29% 9.29% F-35 23.Income taxes 23.1Deferred tax liabilities (net) Deferred tax assets and (liabilities) arising from temporary differences are summarized as follows: March 31,2016 Change inopeningbalance dueto change intax rates Recognized inconsolidatedstatements ofothercomprehensiveincome Recognized inconsolidatedstatement ofprofit or loss Translationadjustment March 31,2017 Intangible assets $(339,317) $- $- $211 $20,334 $(318,772)Property, plant and equipment 74,229 - - 499,646 17,666 591,541 Employee benefits 225,036 - (25,932) (28,689) 2,884 173,299 Derivative assets/liabilities: - Forward contracts not used for cash flow hedges (151,942) - - 149,960 1,982 - - Forward contracts used for cash flow hedges - - - - - - Available for sale reserve 7,401 - (15,592) - (381) (8,572)Interest on Inventory (5,236,986) - - 251,073 (101,786) (5,087,699)Debt (4,015) - - 2,373 (6) (1,648)Others 224,222 - - (65,810) 2,166 160,579 Total $(5,201,372) $- $(41,524) $808,764 $(57,144) $(4,491,272) March 31,2017 Change inopeningbalance dueto change intax rates Recognized inconsolidatedstatements ofothercomprehensiveincome Recognized inconsolidatedstatement ofprofit or loss Translationadjustment March 31,2018 Intangible assets $(318,772) $1 $- $4,119 $(48,548) $(363,200)Property, plant and equipment 591,541 5,581 - (1,567,605) 13,656 (956,827)Employee benefits 173,299 1,691 (27,671) 39,049 (491) 185,878 Derivative assets/liabilities: - - - - - Forward contracts not used for cash flow hedges - - - - - - - Forward contracts used for cash flow hedges - - - - - - Available for sale reserve (8,572) (84) (16,404) (159) 144 (25,075)Interest on Inventory (5,087,699) (48,982) - 5,125,344 (26,343) (37,681)Debt (1,648) - - 1,530 (8) (125)Others 160,579 1,551 - 235,092 (2,134) 395,088 Total $(4,491,272) $(40,242) $(44,075) $3,837,370 $(63,724) $(801,942) 23.2Deferred tax assets not recognized The Group has not created deferred tax assets of $4,671,396 and $4,748,944 as of March 31, 2018 and 2017 respectively relating to carry forward tax lossesin Group entities located in Singapore, USA, United Kingdom, Mauritius Malaysia and Germany in the absence of reasonable certainty of availability ofsufficient taxable profit in these entities in the future. The following table provides the information relating to expiry period of the carry forward of the taxlosses and related deferred tax assets: F-36 March 31, 2018 Tax losses Related deferred tax assets Losses that can be carried forwarded indefinitely $(1,809,690) $(299,296)Losses that will expire by the year ending March 31, 2023 (65,766) (9,865)Losses that will expire after the year ending March 31, 2030 (21,934,237) (4,362,235)Total $(23,809,693) $(4,671,396) 23.3Unrecognized temporary differences on account of undistributed earnings of subsidiaries The Group has not recognized deferred tax liability on undistributed profits of certain subsidiaries amounting to $ 25,283,576 (March 31, 2017:$45,856,609) because it is able to control the timing of the reversal of temporary differences associated with such undistributed profits and managementbelieves it is probable that such differences will not reverse in the foreseeable future. 23.4Deferred tax liabilities (net) March 31, 2018 March 31, 2017 Deferred tax assets $543,285 $925,418 Less: Deferred tax liabilities 1,345,227 5,416,690 Deferred tax liabilities (net) $801,942 $4,491,272 23.5Income tax expense Income tax is based on tax rate applicable on profit and loss in various jurisdictions in which the Group operates. Income tax expense reported in the consolidated statements of profit or loss for the years ended March 31, 2018, 2017 and 2016 is as follows: March 31, 2018 March 31, 2017 March 31, 2016 Current tax expense $(16,144,171) $5,405,733 $5,406,882 Deferred tax expense /(income) (3,797,127) (808,765) (715,012)Tax expense for earlier years - - 205,455 Income tax expense $(19,941,298) $4,596,968 $4,897,325 The income tax expense for the year can be reconciled to the accounting profit as follows: March 31,2018 March 31,2017 March 31,2016 Profit/(loss) before tax $(113,537,062) $36,108,371 $37,810,922 Tax expense reconciliation: Taxes at domestic rate of British Virgin Island* - - - Taxes in India at domestic statutory rate – (2018: 34.61%, 2017: 34.61% and 2016: 33.99% ) 48,495,989 3,522,732 2,472,816 Impact of change in tax rate - - 110,689 Non-deductible expenses (24,707) 14,710 155,095 Tax for earlier years - (205,454)Others (68,412,580) 1,059,526 2,364,179 Tax expense $(19,941,298) $4,596,968 $4,897,325 *Profits and income are not statutorily taxable in British Virgin Islands. F-37 24.Employee benefit expenses Expense recognized for employee benefits comprises the following: March 31,2018 March 31,2017 March 31,2016 Salaries and wages $5,655,032 $6,555,976 $8,579,070 Bonus to Mr. Karan A. Chanana (Note 31) - 351,000 351,000 Compensated absence cost 19,982 (88,830) 118,885 Gratuity cost 63,186 75,329 102,853 Contribution to provident fund 19,793 19,965 25,192 Share-based compensation (Note 31) 907,158 1,312,246 3,523,412 Staff welfare expenses 132,580 527,489 183,854 Total $6,797,731 $8,753,175 $12,884,266 Category-wise employee benefits expense: March 31,2018 March 31,2017 March 31,2016 Post-employment benefit: Defined benefit plans $63,186 $75,329 $102,853 Defined contribution plans 19,793 19,965 25,192 Share-based compensation 907,158 1,312,246 3,523,412 Short term benefit 5,807,595 7,345,635 9,232,809 Total $6,797,732 $8,753,175 $12,884,266 Post-employment benefits Post-employment benefits comprises gratuity (defined benefit plan) and provident fund (defined contribution plan), details of which are given below. 24.1Gratuity The Group provides gratuity benefits to its employees working in APFPL. 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. This is anunfunded plan. The defined benefit obligation is calculated annually by an external actuary using the projected unit credit method. Amount recognized in the consolidated statements of profit or loss in respect of gratuity cost (defined benefit plan) is as follows: March 31, 2018 March 31, 2017 March 31, 2016 Current service cost $41,664 $48,884 $77,912 Interest cost 21,522 26,445 24,941 Expense recognized in the consolidated statements of profit or loss $63,186 $75,329 $102,853 Amount recognized in other comprehensive income consist of: March 31, 2018 March 31, 2017 March 31, 2016 Actuarial gain $79,955 $74,931 $69,682 $79,955 $74,931 $69,682 Cumulative amount of actuarial gains and losses recognized in the other comprehensive income consist of: March 31, 2018 March 31, 2017 March 31, 2016 Actuarial gain $191,549 $139,974 $87,416 $191,549 $139,974 $87,416 F-38 The principal assumptions used for the purpose of actuarial valuation are as follows: March 31, 2018 March 31, 2017 March 31, 2016 Discount rate 7.71% 7.54% 8.00%Expected rate of increase in compensation levels 8.00% 8.00% 8.00% Change in present value of defined benefit obligation is summarized below: March 31, 2018 March 31, 2017 March 31, 2016 Change in defined benefit obligation Defined benefit obligation at the beginning of the year $283,944 $334,928 $331,041 Interest cost 21,522 26,445 24,941 Current service cost 41,664 48,884 77,912 Benefits paid (7,910) (56,547) (10,615)Actuarial (gain) / loss (79,955) (74,931) (69,682)Translation adjustment (459) 5,165 (18,669)Defined benefit obligation at the end of the year $258,806 $283,944 $334,928 Experience adjustments on actuarial gain / (loss): March 31, 2018 March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 On defined benefit obligation $79,955 $74,931 $69,682 $41,547 $6,290 Total $79,955 $74,931 $69,682 $41,547 $6,290 A quantitative sensitivity analysis for significant assumptions as at March 31, 2018 is as shown below: Assumptions Discount rate Future Salary increases 1% increase 1% decrease 1% increase 1% decrease Impact on defined benefit obligation (26,979) 29,229 29,007 (27,030) The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonablechanges in key assumptions occurring at the end of the reporting period. The following payments are expected contributions to the defined benefit plan obligation in future years: March 31, 2018 Within the next 12 months (next reporting period) $7,651 Between 2 and 5 years 35,461 Beyond 5 years 216,281 Total expected payments $259,393 F-39 24.2Defined contribution Employees of APFPL also participate in a Provident Fund in India. The Provident Fund is a defined contribution plan whereby APFPL deposits an amount determined as a fixed percentage of pay to the GOI fund every month.The benefit vests upon commencement of employment. The Group does not have any further obligation in the plan beyond making such contributions. APFPL has contributed $19,793, $19,965 and $25,192 to defined contribution plans during the years ended March 31, 2018, 2017 and 2016 respectively. 25.Depreciation and amortization Depreciation and amortization comprise the following: March 31, 2018 March 31, 2017 March 31, 2016 Depreciation $1,494,585 $1,662,059 $1,942,305 Amortization 122,533 116,909 119,393 Total $1,617,118 $1,778,968 $2,061,698 26.Other expenses Other expenses comprise the following: March 31, 2018 March 31, 2017 March 31, 2016 Insurance $790,195 $1,459,792 $1,442,959 Communication expenses 153,562 193,400 554,885 Repairs and maintenance 198,325 345,375 687,482 Travel and conveyance 1,113,198 832,006 2,679,194 Legal and professional 4,373,607 4,670,277 8,679,891 Rent 1,700,257 1,954,959 2,659,193 Power and fuel 352,568 424,533 877,788 Security expenses 162,002 292,745 415,284 Advertising and business promotion expenses 677,207 1,160,661 4,123,228 Commission, claims and compensation 90,644 179,979 414,213 Others 3,093,595 3,391,983 741,056 Total $12,705,160 $14,905,710 $23,275,173 27.Finance costs and finance income Finance costs comprise the following: March 31, 2018 March 31, 2017 March 31, 2016 Interest on debt $31,538,688 $26,472,908 $23,486,019 Interest to suppliers 2,826 - 764,257 Interest on loan from related party 1,959,017 1,107,351 492,791 Total interest expense 33,500,531 27,580,259 24,743,067 Add: Debt processing and other charges 608,090 1,692,567 2,320,389 Total $34,108,621 $29,272,826 $27,063,456 Inventory carrying value includes capitalized interest cost of $22,846,505, $14,015,122 and $14,778,839 as of March 31, 2018, 2017 and 2016. Borrowing costs have been included in the cost of inventory using weighted average interest rate (including corresponding bank processing charges and fees)of 14.72%, 13.69% and 13.63% for the years ended March 31, 2018, 2017 and 2016 respectively. F-40 Debt processing and other charges primarily comprise letter of credit opening charges, processing fees and other miscellaneous bank charges. Finance income comprises the following: March 31, 2018 March 31, 2017 March 31, 2016 Interest on deposits with banks $29,669 $263,095 $1,184,084 Other interest received - 136 3,011 Total $29,669 $263,231 $1,187,095 28.Other gains and (losses) Other gains and (losses) comprise the following: March 31, 2018 March 31, 2017 March 31, 2016 Net gain/(loss) on change in exchange rate on non-derivative foreign currencytransactions/balance $4,880,153 $(1,424,689) $663,538 Gain/ (loss) on sale of property, plant and equipment 28,411 (1,517) 2,973 Cumulative gain/(loss) reclassified from equity on sale of available for sale financial assets - - 14,090 Hedge ineffectiveness on cash flow hedges - - - Net gain/(loss) on revaluation/settlement of forward contracts not used for cash flow hedges - (86,722) 443,299 Net gain/(loss) on settlement of forward contracts used for cash flow hedges - - - Total $4,908,564 $(1,512,928) $1,123,900 29.Earnings per share As explained in Note 2, the Group has accounted for the restructuring in fiscal 2012-13 using the pooling of interests method and accordingly, financialinformation of ANFI includes assets, liabilities, revenues and expenses of APFPL at their respective carrying values as if combination was completed at thebeginning of the first period presented. This combination gives rise to a 19.6% non-controlling interest (NCI) in APFPL. Earnings per share have beencalculated using outstanding shares of ANFI which are reflected in the table below: March 31, 2018 March 31, 2017 March 31, 2016 Profit attributable to Shareholders of the Company (A) $(78,222,174) $25,087,388 $25,792,843 Weighted average number of shares: - For calculation of basic earnings per share (B) 34,064,348 29,822,470 28,805,738 - Dilutive impact of equivalent stock options (C) -# -* -*- For diluted earnings per share (D) = (B) + (C) 34,064,348 29,822,470 28,805,738 Basic earnings per share (A) ÷ (B) $(2.30) $0.84 $0.90 Diluted earnings per share (A) ÷ (D) $(2.30) $0.84 $0.90 The Company has granted an option to NCI shareholders in APFPL to exchange shares in ANFI at a pre-determined share exchange ratio. The exchange ratiois reflective of fair values of the shares to be exchanged and therefore, the option is not considered as dilutive (Note 18). # The dilutive impact of total share options of 375899, 360,257, 361,278 and 367,749 granted to Mr. Karan A. Chanana in the years ended March 31, 2013,2014, 2016 and 2017, respectively is anti-dilutive and hence there is no change in the presented basic and diluted earnings per share in the table above. F-41 * The dilutive impact of total share options of 375899, 360,257, 361,278 and 367,749 granted to Mr. Karan A. Chanana in the years ended March 31, 2013,2014, 2016 and 2017, respectively is anti-dilutive and hence there is no change in the presented basic and diluted earnings per share in the table above. 30.Operating leases as lessee The Group has operating lease agreements for office facility and warehouses. The average lease period is 11-36 months and can be cancelled with a noticeperiod of 1-3 months (non-cancellable period). These leases are renewable on a periodic basis at the option of both the lessors and the lessees. Lease expensefor the years ended March 31, 2018, 2017 and 2016 is $1,700,257, $1,954,959 and $2,659,193 respectively. The total future lease obligation for the non-cancellable period amounts to $307,899, $321,447 and $368,998 as at March 31, 2018, 2017 and 2016, respectively. 31.Related party transactions Mr. Karan A. Chanana is the principal shareholder of ANFI and as of March 31, 2018, he held majority effective interest (including 7,005,434 ordinary sharesissuable pursuant to the Exchange Agreement and 1,465,183 share options granted and vested (Note 19) pursuant to the 2012 Omnibus Securities andIncentive Plan) in ANFI. The Group's related parties include transactions with key management personnel ("KMPs") and enterprises over which KMPs are able to exercisecontrol/significant influence. All the directors (both executive and others) of ANFI and Ms. Anita Daing (a former director of Amira Pure Foods PrivateLimited “APFPL”) are considered as KMPs for related party transactions disclosures. 31.1Transactions with KMPs (including independent directors) Transactions during the year March 31, 2018 March 31, 2017 March 31, 2016 Short term employee benefits $1,668,354 2,450,169 $1,858,011 Share-based compensation: - expense recognized on share options granted (Mr. Karan A. Chanana) - 853,776 1,890,910 - expense recognized on share awards granted (Mr. Karan A. Chanana) 536,000 - 977,000 - expense recognized on share awards granted (others) 345,591 377,165 238,538 - expense recognized on share options granted (others) 25,567 81,308 30,624 Defined benefit plan – Gratuity - - - Rent expense 3,925 3,758 3,855 Loan received 6,613,610 727,652 17,628,629 Loan repaid 6,015,377 637,923 2,247,276 Interest expense 1,968,907 1,107,351 492,791 Advance paid back 4,004,804 2,800,000 - Advance received 1,696,113 2,840,833 143,688 Outstanding balances March 31, 2018 March 31, 2017 March 31, 2016 Salary and bonus payable - to Mr. Karan A. Chanana $- $647,000 $698,107 Salary and bonus payable – to others 468,538 323,019 155,771 Advance receivables - 11,641 1,240 Advance payable to Mr. Karan A. Chanana 578,247 651,785 143,688 Loan and interest payable 17,828,042 17,903,077 16,460,805 Rent payable to Mr. Karan A. Chanana 27,728 24,500 20,799 F-42 All of the above payables are payables on demand and carry no collateral. 31.2Guarantee given by KMP Mr. Karan A. Chanana, ANFI’s Chairman and Chief Executive Officer and Ms. Anita Daing a former Director of APFPL have issued personal guarantees infavor of consortium of banks that granted APFPL its outstanding term loans and secured revolving credit facilities. Under these personal guarantees Mr.Karan A. Chanana and Ms. Anita Daing have guaranteed the repayment of term loans and secured revolving credit facilities up to a limit of $ 235,685,871,$237,981,538 and $237,790,263 as at March 31, 2018, 2017 and 2016, respectively. ANFI has indemnified its directors and officers, including Mr. Karan A.Chanana (Chairman and Chief Executive Officer of ANFI) and Ms. Anita Daing (a former director of APFPL) as permitted by ANFI’s amended and restatedmemorandum and articles of association and pursuant to indemnification agreements entered into with such directors and officers. Such indemnification willinclude indemnification for Mr. Karan A. Chanana and Ms. Anita Daing personal guarantees described above. Ms. Anita Daing was a director of Amira Indiauntil May 23, 2016. 31.3Share-based payments to KMP The Group has granted share awards to its directors and the CFO pursuant to the 2012 and 2017 Omnibus Securities and Incentive Plans (Note 19). 31.4Share Exchange agreement with KMP (representing NCI) The NCI have entered into a share exchange agreement with ANFI (Note 18.1). 31.5Transactions with enterprises over which KMP is able to exercise control/significant influence Transactions during the year March 31, 2018 March 31, 2017 March 31, 2016 Sales(1) $- $- $- Advances received back - - - Purchase of asset - - 10,889 Outstanding balances March 31, 2018 March 31, 2017 March 31, 2016 Trade payables $47 $47 $46 Advances receivables - - 138,151 32.Cash flow adjustments and changes in operating assets and liabilities Adjustments to arrive at the operating cash flow before taxes are summarized below: 32.1Adjustment for non-cash items March 31, 2018 March 31, 2017 March 31, 2016 Depreciation and amortization $1,617,118 $1,778,968 $2,061,698 Impairment loss recognized on trade receivables and other current assets 1,008,534 2,926,165 (186,564)Unrealized (gains)/ losses on account of foreign exchange differences (3,887,013) 373,026 (711,341)Unrealized fair value (gains)/ losses on derivative financial assets recognized in profit or loss - 433,311 (102,264)Share-based compensation 20,222,187 9,449,525 3,137,070 Total $18,960,826 $14,960,995 $4,198,599 F-43 32.2Adjustment for non-operating income and expense March 31, 2018 March 31, 2017 March 31, 2016 Interest expense $34,108,621 $29,272,826 $27,063,456 Interest and dividend income (29,669) (263,231) (1,187,095)Gain on sale of property, plant and equipment (28,411) 1,517 (2,973)Gain on sale of shares - - (14,090)Total $34,050,541 $29,011,112 $25,859,298 32.3Change in operating assets and liabilities March 31,2018 March 31,2017 March 31,2016 Trade payables and other current liabilities $(9,958,378) $3,825,278 $(15,194,955)Inventories 112,237,473 (28,206,199) 9,937,335 Trade receivables (50,559,691) (21,603,553) (60,778,090)Other current assets and prepayments (19,104,258) (22,660,049) (4,869,230)Total $32,615,146 $(68,644,523) $(70,904,940) 33.Commitments and contingent liabilities Commitments Capital commitments, net of advances amounted to $8,514,215, $8,533,570 and $8,355,038 as of March 31, 2018, 2017 and 2016 respectively. The capitalcommitment is on account of entering into a contract towards purchase of plant and machinery and office equipment in connection with the new riceprocessing plant. Contingent liabilities March 31, 2018 March 31, 2017 March 31, 2016 Market fees(a) $71,571 $71,585 $70,242 Income tax case(b) 202,495 202,535 198,734 Total $274,066 $274,120 $268,976 (a) Represents market fees demand raised by Haryana State Agricultural Marketing Board ("HSAMB") in respect of certain paddy purchases. The Grouphas paid $35,793 (INR 2,324,195) under protest and the case is pending with local authorities against the demand. The Group expects that the likelihood ofany liability is not probable. Accordingly, no provision has been created for this matter. (b) Represents tax litigations with the income tax department of India in respect of various years’ cases pending with the High Court of Delhi and HighCourt of Punjab and Haryana. The Group has been contesting these demands and has received favorable orders in the majority of cases from the Tribunal,which have been contested by the Income tax department in the High Court of Delhi and High Court of Punjab and Haryana. The Group expects that thelikelihood of any liability is not probable. Accordingly, no provision has been created for this matter. F-44 (1) During the year ended March 31, 2013, products temporarily stored in Subic, a free trade zone located in the Republic of Philippines, were subjectedto a seizure and forfeiture process decision by the Collector of Customs, Port of Subic, against a “locator” (customs broker) engaged by the Amira C FoodsInternational DMCC (“Amira Dubai”) to unload and warehouse the cargo. The Amira Dubai, as an intervener, or legal owner of the products, has appealedthis decision with the Commissioner of Customs (“COC”) of the Republic of the Philippines, seeking reversal of the decision, which appeal was denied onOctober 3, 2012. On October 16, 2012, the Amira Dubai filed a Petition for review with the Court of Tax Appeals challenging the correctness of the decisionof COC as being contrary to the law. The case is currently in the pre-trial stage. On October 17, 2012, a public auction was conducted by the Bureau ofCustoms (‘‘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 $11.7 million). Based on representations of legal counsel for the COC, the full bid amount has been remitted to the COC and that the amounthas been deposited in escrow to be released to the party who will prevail in this case. Based on the advice provided by its attorneys, the Amira Dubai expectsthat the likelihood of any liability to the Amira Dubai is not probable. Accordingly, no provision has been created for this matter. These products, currentlyundergoing the above process, were sold on June 27, 2012 for $11,445,000 to the aforesaid parties. With respect to these contingent liabilities, the Group does not expect any reimbursement from any third party. 34.Segment reporting The Group is primarily engaged in the business of processing and selling packaged Indian specialty rice, primarily basmati rice, and other food products. Thechief operating decision maker reviews the operations of the Group as one operating segment. Hence no separate segment information has been furnishedherewith. The Group generates its revenue primarily from the sale of rice. An analysis of the Group's revenue from sales of rice and other food products is as follows: March 31, 2018 % March 31, 2017 % March 31, 2016 Rice and rice related products $343,579,277 83% $485,474,856 88% $484,919,535 86%Other food products 70,322,203 17% 66,356,110 12% 78,531,482 14%Total $413,901,480 100% $551,830,966 100% $563,451,016 100% The Group categorizes its revenue by geographical region based on product destination to the external customers, as summarized below, which as permanagement is most appropriate: Region March 31, 2018 % March 31, 2017 % March 31, 2016 % EMEA $218,805,726 52.9% $242,773,808 44.0% $299,151,613 53.1%India 143,515,397 34.7% 275,183,618 49.9% 245,927,307 43.6%North America 50,114,594 12.1% 27,735,547 5.0% 12,453,514 2.2%Asia Pacific (excluding India) 1,465,763 0.4% 6,137,993 1.1% 5,918,691 1.1%Total $413,901,480 100% $551,830,966 100% $563,451,126 100% Information relating revenue generated from major customer(s) that represent more than 10% of Group’s total revenue: March 31, 2018 March 31, 2017 March 31, 2016 No. of customer(s) 2 0 1 Group’s revenue (A) $413,901,480 $- $563,451,016 Revenue generated from major customer(s) (B) 118,797,692 - 77,180,506 Concentration of revenue in % in such major customer(s) [(B)/(A)] 29% - 14% Non-current assets other than financial instruments located in the ANFI’s country of domicile and in all foreign countries in total in which the entity holdsassets are provided as follows: March 31, 2018 March 31, 2017 March 31, 2016 India $17,233,815 $18,642,280 $19,915,502 Germany 2,705,984 2,359,060 2,550,136 Others 574,396 478,458 525,585 Total $20,514,195 $21,479,798 $22,991,223 F-45 35.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 measurementsat reporting date using Valuation techniques and key inputsMarch 31, 2018 Total Level 1 Level 2 Assets Derivative assets Forward contracts $ $ $- Derivative instruments classified in Level 2,are valued based on inputs that are directlyor indirectly observable in the market place.Available for sale financial assets Mutual funds 259,352 259,352 - Available for sale financial assets classifiedin Level 1 above are valued on the basis ofquoted rates available from securitiesmarkets in India.Listed securities 138,682 138,682 - Available for sale financial assets classifiedin Level 1 above are valued on the basis ofquoted rates available from securitiesmarket in India. Liabilities Derivative liabilities Forward contracts - - - Derivative instruments classified in Level 2,are valued based on inputs that are directlyor indirectly observable in the market place. F-46 Fair value measurementsat reporting date using March 31, 2017 Total Level 1 Level 2 Assets Derivative assets Forward contracts $- $- $- Derivative instruments classified inLevel 2, are valued based on inputs that aredirectly or indirectly observable in themarket place.Available for sale financial assets Mutual funds 243,751 243,751 - Available for sale financial assets classifiedin Level 1 are valued on the basis of quotedrates available from securities markets inIndia.Listed securities 108,036 108,036 - Available for sale financial assets classifiedin Level 1 are valued on the basis of quotedrates available from securities market inIndia. Liabilities Derivative liabilities Forward contracts - - - Derivative instruments classified inLevel 2, are valued based on inputs that aredirectly or indirectly observable in themarket place. 36.Financial assets and liabilities The fair value of trade receivables, other current financial assets, cash and cash equivalents, trade payables, working capital debt and other financialliabilities approximate the carrying amounts because of the short term nature of these financial instruments. The fair values of non-current financial assets consisting of security and term deposits are not significantly different from the carrying amount. The fair valueof term and vehicle loans and loan from related party was $17,849,954 as compared to the carrying amount of $17,849,954. Financial assets that are neither past due nor impaired include cash and cash equivalents, security deposits, term deposits, portion of trade receivables,investment and other financial assets. The fair value of cash and cash equivalents, current security deposits, current term deposits, trade receivables, other receivables, trade payables, other currentliabilities and debt approximate their carrying amount largely due to the short term nature of these instruments. Non-current debt largely comprises term loans from banks which carry floating interests. Therefore, the fair value of these term loans approximates theircarrying values. The impact of fair value of outstanding other non-current debt is not material and therefore not considered for above disclosure. Similarly,carrying values of non-current security deposits and non-current term deposits are not significant and therefore the impact of fair value is not considered forabove disclosure. 37.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. F-47 37.1Market 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 exposed tovarious 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 foreign exchange riskthrough its sales. The exchange rate risk primarily arises from foreign exchange receivables. A significant portion of revenue is in U.S. dollars while asignificant portion of our costs is in Indian Rupee (INR). The exchange rate between the INR and the U.S. dollar has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciationof the INR against the U.S. dollar can adversely affect our results of operations. We also have exposure to foreign currency exchange risk from othercurrencies, namely the Euro; however, management considers the impact of any fluctuation in these currencies to be insignificant. Further, Amira C FoodsInternational DMCC, having a functional currency of United Arab Emirates Dirham (AED), has significant foreign currency 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 enter into foreign currency derivative instruments to mitigate such exposure. Wefollow 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, 2018, 2017 and 2016: March 31, 2018 U.S. Dollars Other currencies Trade receivables 750,370 - Intercompany receivables 15,594,842 7,893,582 Trade payables (147,660) (150,734)Intercompany payables (35,100,711) (1,063,795)Debt - - Intercompany debt receivable 5,000,000 1,557,038 Intercompany debt payable (2,441,767) - Cash and cash equivalents 748,853 3,779 Total (15,596,073) 8,239,870 March 31, 2017 Trade receivables $524,388 $2,821 Intercompany receivables 16,993,042 6,229,158 Trade payables (147,996) (151,076)Intercompany payables (8,973,929) (833,354)Debt - - Intercompany debt receivable 5,000,000 1,024,417 Intercompany debt payable (2,249,986) - Cash and cash equivalents 1,462,024 3,303 Total $12,607,543 $6,275,270 March 31, 2016 Trade receivables $312,652 $- Intercompany receivables 31,819,855 5,142,906 Trade payables (150,095) (147,934)Intercompany payables (1,598,578) (187,983)Debt - - Intercompany debt receivable 5,000,033 1,011,646 Cash and cash equivalents 5,209 3,334 Total $35,389,076 $5,821,969 F-48 As of March 31, 2018, 2017 and 2016, every 1% increase or decrease of the respective foreign currencies compared to our functional currency of therespective group entities would impact our profit before tax by approximately $( 73,562), $188,828 and $412,110, respectively. There are no long term exposures in foreign currency denominated financial asset and liabilities as of reporting date. We use forward foreign exchange contracts to mitigate exchange rate exposure arising from forecasted sales in U.S. dollars in APFPL whose functionalcurrency is INR. U.S. Dollar forward exchange contracts covering forecasted revenue have been designated as hedging instruments in cash flow hedges inaccordance with IAS 39. Outstanding U.S. dollar forward contracts relate to revenue forecasted for the year ended March 31, 2018. Forecasted transactions forwhich hedge accounting has been applied are expected to occur and affect profit or loss in the year ended March 31, 2018. 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 expected on profit on changes in the values of such derivatives consequent to changes in foreign currency exchange rates. Thisanalysis assumes 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 of securedrevolving credit facilities, which are subject to floating interest rates, to fulfill our capital requirements. As of March 31, 2018, 2017 and 2016, we had $250,231,474, $224,440,023 and $209,442,252 of total indebtedness, respectively, of which 100% had floating rates of interest. The sensitivity analysisbelow has been determined based on the exposure to interest rates for non-derivative financial instruments at the balance sheet date. For floating rateliabilities, the analysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year. The analysisassumes that all other variables remain constant. In computing the sensitivity analysis, management has assumed a change of 100 basis points movement in the interest rate per annum. This movement in theinterest rate would have led to an increase or decrease in the profit before tax by $2,339,526, $2,203,228 and $2,057,225 in the years ended March 31, 2018,2017 and 2016, respectively. Price risk sensitivity We are exposed to price risk in respect of APFPL’s investments in listed equity securities and investment in mutual funds in India. These investments are heldfor short term and are designated as available for sale financial assets and therefore do not impact the profit or loss in the consolidated statements of profit orloss unless impaired. Further, the amount of investment is not material. Accordingly, sensitivity towards the change in price is not presented. 37.2Credit 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 us. Ourcredit risk primarily arises from trade receivables. Accordingly, credit risk from trade receivables has been separately evaluated from all other financial assetsin 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 the 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: F-49 March 31, 2018 March 31, 2017 Gross Impairment Gross Impairment Not past due $206,340,772 $- $164,373,125 $- Past due less than three months 45,026,945 - 43,134,363 - Past due more than three months but not more than six months 6,802,541 - 310,671 - Past due more than six months but not more than one year 176,382 (14,677) 1,545,177 - More than one year 1,943,815 (1,943,815) 3,949,844 (3,639,941)Total $260,290,455 $(1,958,492) $213,313,180 $(3,639,941) Trade receivables are accounted in accordance with IAS 39 (Financial Instruments: Measurement and recognition). Trade receivables are impaired in fullwhen recoverability is considered doubtful based on the recovery analysis performed by the Group for individual trade receivables. Receivables from our top five customers are as follows: March 31, 2018 March 31, 2017 Receivables from top five customers as of reporting date $14,451,384 $32,648,938 Percentage to total receivables 6.1% 15.6% Receivables from our top two customers are as follows: March 31, 2018 March 31, 2017 Receivables from our top two customers as of reporting date $- $1,749 Percentage to total receivables 0.0% 0.0% 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. Weconsider the credit quality of term deposits with such banks that are majority-owned by the Government of India and subject to the regulatory oversight ofthe Reserve Bank of India to be good, and we review 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 of ourcontracts 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 these financialassets. We consider all the above financial assets as at the reporting dates to be of good credit quality. F-50 37.3Liquidity risk analysis Our liquidity needs are monitored on the basis of monthly and yearly projections. We manage our liquidity needs by continuously monitoring cash flowsfrom customers and by maintaining adequate cash and cash equivalents. Net cash requirements are compared to available cash in order to determine anyshortfalls. We believe that our current cash and cash equivalents, cash flow from operations, debt incurred under our secured revolving credit facilities and other shortand long-term loans may or may not be sufficient to meet our anticipated regular working capital requirements and our needs for capital expenditures for thenext 12 months. Further, our operating cash cycle as assessed by the working capital providers is more than 18 months and additionally, we have paid downthe current liabilities. As a result, we have mismatch in our working capital facility as drawn and the assessed business cash to cash cycle and actual needs.We may, also, require additional cash resources to fund the development of our new processing facility or to respond to changing business conditions orother future developments, including any new investments or acquisitions we may decide to pursue. We are in the process of injecting liquidity throughvarious means like land base monetization etc. Management is confident to address the issue of liquidity. Short term liquidity requirements consists mainly of sundry creditors, expense payable, employee dues, debt and security deposits received arising during thenormal course of business as of each reporting date. We attempt to maintain sufficient balance in cash and cash equivalents to meet our short term liquidityrequirements. We assess long term liquidity requirements on a periodical basis and manage them through internal accruals and through our ability tonegotiate long term debt facilities. Our non-current liabilities include vehicle loans, term loans and liabilities for DBO. As of March 31, 2018, the Group had nil undrawn financing facilities which remained available for drawdown under our existing financing arrangements.The Indian company is carrying negotiation and dialogue with banks to reclassify its debt between working capital and real estate. The current factory land isowned by the Indian Company. Approximately, 9 acres of the total of 17 acres of factory land has already been converted and licensed as residential realestate. The balance of 8 acres of factory land is under advanced stage of approval and licensing for conversion. However, as mentioned in our risk factors, due to tightening of regulatory and credit environment in India, banks have not agreed to reclassify our debt intoworking capital and real estate. This has resulted in some of the banks classifying the loan to Indian Company as Non-performing assets. The IndianCompany is in the process of monetizing its assets and attempting to raise fresh capital. The management is confident that the going concern assumption has not been impacted. As at each reporting date, our liabilities having contractual maturities are summarized as follows: Current Non-Current March 31, 2018 Within6 months 6-12 months 1-5 years More than5 years Long term debt* $1,626,345 $3,759 $28,330 $- Short term debt 248,775,942 - - - Trade payables 11,741,143 - - - Other financial liabilities 7,285,473 - - - Lease obligation 307,899 - - - Total $269,736,802 $3,759 $28,330 $- Current Non-Current March 31, 2017 Within6 months 6-12 months 1-5 years More than5 years Long term debt* $1,271,624 $67,907 $55,989 $- Short term debt 223,175,395 - - - Trade payables 13,004,865 - - - Other financial liabilities 12,259,830 - - - Lease obligation 321,447 - - - Total $250,033,161 $67,907 $55,989 $- *Includes future interest costs on account of long term debt as at reporting period to be payable over the period of term loan. 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. F-51 38.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 has not distributed any dividend to its shareholders since the date of initial public offering. The Group monitors gearing ratio i.e.total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of all liabilities of the Group. The Group manages thecapital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. March 31, 2018 March 31, 2017 Total equity (A) $241,608,876 $303,224,421 Total debt - comprising of all liabilities of the Group (B) 271,217,631 271,380,794 Overall financing (C) = (A) + (B) $512,826,507 $574,605,215 Gearing ratio (B) / (C) 0.53 0.47 39.Class Action suit and other litigation 39.1. Class action suit On February 10, 2015, two shareholder class action lawsuits were filed in the United States District Court for the Central District of California. Thecomplaints, which were subsequently consolidated, named the Company and certain of our current and former officers and directors as defendants. Theconsolidated lawsuit purported to state claims for violation of Section 11 and Section 15 of the Securities Act and Section 10(b) and Section 20(a) of theExchange Act, generally alleging that certain statements in the Company’s Registration Statement and certain subsequent Exchange Act filings were falseand misleading and seeking damages in an unspecified amount. We filed a Motion to Dismiss the Plaintiff’s amended complaint on October 2, 2015, and on July 18, 2016 the Court granted our Motion to Dismiss thecomplaint in its entirety. The second amended class action complaint was also dismissed on August 12, 2016. The Plaintiffs did not file a third amendedcomplaint in the time permitted by the judge. On August 26, 2016, the Plaintiffs filed a motion for relief from the Court’s order on the motion to dismiss. ThePlaintiff’s motion was denied on December 18, 2017. 39.2. Complaint against IDBI Bank Limited On April 30, 2018, we initiated an action in Dubai International Financial Centre Court against IDBI Bank Limited for its breach of an irrevocable letter (“theIrrevocable Letter”) whereby IDBI failed to deliver payment to us in the amount $4,134,000 upon its receipt of funds from our customer as required by theIrrevocable Letter. We are seeking damages, costs and injunctive relief against IDBI. We were provided interim relief by the court and the money was paid.We have further pursued case against IDBI Bank Limited for damages and costs. This has risk pertaining to cancellation of the facility extended by IDBIBank Limited, though. 40.Events after the reporting period 40.1 A new company named Amira International Finance B.V. has been incorporated in Netherlands on July 30, 2018. Amira International Finance B.V. isa 100% owned subsidiary of Amira Nature Foods Limited. 40.2 On June 06, 2018, we delivered 485,145 of our restricted ordinary shares to a Claim Purchaser of certain vendors of the Company in exchange forclaims in the amount of $1,067,300 ($2.20 per share). As amended, our agreement with the Claim Purchaser allows us at our election to deliver up to3,000,000 of our restricted ordinary shares as payment for Claims purchased by the Claim Purchaser. These securities were offered and sold withoutregistration under Section 5 of the Securities Act of 1933 (“Securities Act”) pursuant to Regulation S under the Securities Act. The Claim Purchaser andvendors are non-U.S. persons. These securities may not be offered or sold within the United States absent registration or an applicable exemption from theregistration requirements of the Securities Act of 1933, as amended. Other than the item mentioned above, there have been no material events other than already disclosed in the financial statement after reporting date whichwould require disclosure or adjustments to the financial statements as of and for the year ended March 31, 2018. 41.Authorization of financial statements These consolidated financial statements were approved and authorized for issue by the Board of Directors on October 16, 2018. F-52 Exhibit 8.1 List of Subsidiaries** Name of company Country of incorporationor establishment Attributable equity interest held Amira Nature Foods Ltd (“Amira Mauritius”) Mauritius 100% by ANFI Amira I Grand Foods Inc. British Virgin Islands 100% by Amira Mauritius Amira Basmati Rice GmbH EUR* Germany 100% by Amira Mauritius Basmati Rice North America LLC United States 100% by Amira Basmati Rice GmbH EUR * Amira Grand I Foods Inc. United States 100% by Amira I Grand Foods Inc. (BVI) Amira K.A. Foods International DMCC UAE 100% by Amira I Grand Foods Inc. (BVI) Amira G Foods Limited United Kingdom 100% by Amira I Grand Foods Inc. (BVI) Amira Pure Foods Private Limited (“Amira India”) India 80.4% by Amira Mauritius Amira I Grand Foods Inc. United States 100% by Amira India Amira Food Pte. Ltd. Singapore 100% by Amira India Amira C Foods International DMCC UAE 100% by Amira India Amira Foods (Malaysia) SDN. BHD. Malaysia 100% by Amira Food PTE Ltd. Amira Ten Nigeria Limited Nigeria 100% by Amira C Foods International DMCC ** A new company named Amira International Finance B.V. has been incorporated in Netherlands on July 30, 2018. Amira International Finance B.V. is a100% owned subsidiary of Amira Nature Foods Limited. *Formerly known as “Basmati Rice GmbH Europe” Exhibit 12.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Karan A. Chanana, certify that: 1.I have reviewed this annual report on Form 20-F/A 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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) 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.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; c.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; and d.Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered bythe annual 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 and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe company’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; and b.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: March 13, 2019By:/s/ Karan A. Chanana Name: Karan A. Chanana Title: Chief Executive Officer (Principal Executive Officer) Exhibit 12.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Varun Sethi, certify that: 1.I have reviewed this annual report on Form 20-F/A 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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) 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.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; c.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; and d.Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered bythe annual 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 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; and b.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: March 13, 2019By:/s/ Varun Sethi Name: Varun Sethi 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), eachof 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/A for the fiscal year ended March 31, 2018 of the Company fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934 and information contained in the Annual Report on Form 20-F/A fairly presents, in all material respects, the financialcondition and results of operations of the Company. AMIRA NATURE FOODS LTD March 13, 2019By:/s/ Karan A. Chanana Name: Karan A. Chanana Title: Chief Executive Officer (Principal Executive Officer) March 13, 2019By:/s/ Varun Sethi Name: Varun Sethi Title: Chief Financial Officer (Principal Financial and Accounting Officer) Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-184408 on Form S-8 of our report dated October 16, 2018, relating to theconsolidated financial statements of Amira Nature Foods Ltd and subsidiaries (the “Company”) for the years ended March 31, 2018 and 2017, appearing inthis Annual Report on Form 20-F of the Company for the year ended March 31, 2018. /s/ ASA & Associates LLP New Delhi, India March 13, 2019

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