UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F



(Mark one)

| |  ̈ | REGISTRATION
                                         STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------------------------------------------------------



OR

| | x | ANNUAL
                                         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. Tower

Jumeirah Lake Towers

Dubai,

United Arab Emirates

(Address of principal executive offices)



Mr. Karan A. Chanana, Chief Executive
Officer
29E, A.U. Tower

Jumeirah Lake Towers

Dubai, United Arab Emirates
Telephone: +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 class           | Name
    of each Exchange on which registered
|--------------------------------- | ---------------------------------------------
|ORDINARY SHARES, PAR VALUE $0.001 | New York Stock Exchange                      



Securities
registered or to be registered pursuant to Section 12(g) of the Act:
None.



Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None.



On March 31, 2018, the issuer had 46,384,091
ordinary shares outstanding, including 7,005,434 ordinary shares issuable pursuant to an exchange agreement described in detail
in this report under the heading “Item 5. Operating and Financial Review and Prospects” and 1,465,183 share options
granted and 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 the Securities Exchange Act
of 1934.

| | Yes  ̈ | No x
| | ----- | ----



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 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 filing requirements
for the past 90 days.

| | Yes  ̈ | No x
| | ----- | ----



Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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 x | No  ̈
| | ----- | ----



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer”
in Rule 12b-2 of the Exchange Act.

| ̈         Large
    Accelerated filer | x           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 not to use the extended transition period for
complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
    ̈



Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

| ̈         US
    GAAP | x International Financial Reporting
    Standards as issued by the International Accounting 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



|          |                                                                                  | Page
|--------- | -------------------------------------------------------------------------------- | ----
|PART I.   |                                                                                  |     
|ITEM 1.   | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                            | 3   
|ITEM 2.   | OFFER STATISTICS AND EXPECTED TIMETABLE                                          | 3   
|ITEM 3.   | KEY INFORMATION                                                                  | 3   
|A.        | Selected Financial Data                                                          | 3   
|B.        | Capitalization and Indebtedness                                                  | 6   
|C.        | Reasons for the Offer and Use of Proceeds                                        | 6   
|D.        | Risk Factors                                                                     | 6   
|ITEM 4.   | INFORMATION ON THE COMPANY                                                       | 26  
|ITEM 4A.  | UNRESOLVED STAFF COMMENTS                                                        | 47  
|ITEM 5.   | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                     | 47  
|ITEM 6.   | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                       | 66  
|A.        | Directors and senior management                                                  | 66  
|B.        | Compensation                                                                     | 68  
|C.        | Board Practices                                                                  | 77  
|D.        | Employees                                                                        | 79  
|E.        | Share Ownership                                                                  | 80  
|ITEM 7.   | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                | 80  
|A.        | Major shareholders                                                               | 80  
|B.        | Related Party Transactions                                                       | 81  
|C.        | Interests of Experts and Counsel                                                 | 82  
|ITEM 8.   | FINANCIAL INFORMATION                                                            | 82  
|A.        | Consolidated Statements and Other Financial Information                          | 82  
|B.        | Significant Changes                                                              | 82  
|ITEM 9.   | THE OFFER AND LISTING                                                            | 82  
|A.        | Offer and Listing Details                                                        | 82  
|B.        | Plan of Distribution                                                             | 83  
|C.        | Markets                                                                          | 83  
|D.        | Dilution                                                                         | 83  
|E.        | Expenses of the Issue                                                            | 83  
|ITEM 10.  | ADDITIONAL INFORMATION                                                           | 83  
|A.        | Share Capital                                                                    | 83  
|B.        | Memorandum and Articles of Association                                           | 84  
|C.        | Material Contracts                                                               | 86  
|D.        | Exchange controls                                                                | 86  
|E.        | Taxation                                                                         | 86  
|F.        | Dividends and paying agents                                                      | 91  
|G.        | Statement by experts                                                             | 91  
|H.        | Documents on display                                                             | 91  
|I.        | Subsidiary Information                                                           | 91  
|ITEM 11.  | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
    MARKET RISK                    | 92  
|ITEM 12.  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                           | 92  
|          |                                                                                  |     
|PART II.  |                                                                                  |     
|ITEM 13.  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                  | 92  
|ITEM 14.  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
    HOLDERS AND USE OF PROCEEDS | 92  
|ITEM 15.  | CONTROLS AND PROCEDURES                                                          | 92  
|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT                                                 | 93  
|ITEM 16B. | CODE OF ETHICS.                                                                  | 93  
|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                          | 94  
|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEES.                  | 94  
|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASERS.      | 94  
|ITEM 16F. | CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.                                   | 94  
|ITEM 16G. | CORPORATE GOVERNANCE                                                             | 94  
|ITEM 16H. | MINE SAFETY DISCLOSURE                                                           | 95  
|          |                                                                                  |     
|PART III. |                                                                                  |     
|ITEM 17.  | FINANCIAL STATEMENTS                                                             | 95  
|ITEM 18.  | FINANCIAL STATEMENTS                                                             | 95  
|ITEM 19.  | EXHIBITS                                                                         | 95  



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, including its 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, including Amira
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 its subsidiaries, including Amira I Grand Foods Inc., Amira Food Pte. Ltd., Amira Foods (Malaysia)
SDN. BHD., Amira C Foods International DMCC, Amira Basmati Rice GmbH EUR (formerly known as Basmati Rice GmbH Europe), Basmati
Rice North America LLC, Amira G Foods Limited and Amira Ten Nigeria 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 in this report
have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International
Accounting Standards Board (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. Financial Statements”. 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 in the section titled “Non-IFRS
Financial Measures” in “Item 5. Operating and Financial Review and Prospects”. The presentation of this non-IFRS
information is not meant to be considered in isolation or as a substitute 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-looking statements 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 with the risk
factors disclosed in “Risk Factors” appearing elsewhere in this Annual Report. Those risks are not exhaustive. We
operate in a rapidly evolving environment. 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 all factors 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 selected consolidated
statement of financial position data as of March 31, 2018 and 2017 are derived from our audited consolidated financial statements
included in this 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 and selected consolidated statement of financial position data as of March 31, 2015 and 2014
have been derived from our audited consolidated financial statements of those respective years, which are not included in this
Annual Report. Since October 15, 2012, when we completed our initial public offering, we own 80.4% of Amira India pursuant to
the terms of a share subscription agreement between Amira Mauritius and Amira India. We accounted for this combination using the
 “pooling of interest method,” and accordingly, our consolidated financial statements included in this Annual Report
include our and Amira India’s assets, liabilities, revenues and expenses, which have been recorded at their carrying values
and all periods in these financials have been retrospectively adjusted as applicable. The remaining 19.6% of Amira India that
is not owned by ANFI is reflected in our consolidated financial statements as a 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 and Prospects”
and our audited consolidated financial statements and the related notes included elsewhere in this Annual Report. Our historical
results for any period 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 
|Other income                                              |  |                    | 5,031,827    |   |                    |   | 48,833       |                    |  |   | 956,336            |   |  |                    | 186,404     
|Cost of materials                                         |  |                    | (373,451,132 | ) |                    |   | (492,189,652 | )                  |  |   | (432,030,831       | ) |  |                    | (619,100,865
|Change in inventory of finished goods                     |  |                    | (106,193,580 | ) |                    |   | 35,517,661   |                    |  |   | (22,509,438        | ) |  |                    | 63,181,906  
|Employee benefit expenses                                 |  |                    | (6,797,731   | ) |                    |   | (8,753,175   | )                  |  |   | (12,884,266        | ) |  |                    | (11,831,777 
|Depreciation and amortization                             |  |                    | (1,617,118   | ) |                    |   | (1,778,968   | )                  |  |   | (2,061,698         | ) |  |                    | (2,396,874  
|Freight, forwarding and handling expenses                 |  |                    | (2,535,261   | ) |                    |   | (3,139,061   | )                  |  |   | (9,082,563         | ) |  |                    | (16,508,963 
|Other
    expenses                                        |  |                    | (12,705,159  | ) |                    |   | (14,905,710  | )                  |  |   | (23,275,173        | ) |  |                    | (24,609,109 
|                                                          |  | $                  | (84,366,674  | ) |                    | $ | 66,630,894   |                    |  | $ | 62,563,383         |   |  | $                  | 88,965,613  
|Finance
    costs                                         |  |                    | (34,108,621  | ) |                    |   | (29,272,826  | )                  |  |   | (27,063,456        | ) |  |                    | (34,988,422 
|Finance
    income                                        |  |                    | 29,669       |   |                    |   | 263,231      |                    |  |   | 1,187,095          |   |  |                    | 2,256,120   
|Other gains and (losses)                                  |  |                    | 4,908,564    |   |                    |   | (1,512,928   | )                  |  |   | 1,123,900          |   |  |                    | 5,534,369   
|Profit/(loss)
    before tax                              |  | $                  | (113,537,062 | ) |                    | $ | 36,108,371   |                    |  | $ | 37,810,922         |   |  | $                  | 61,767,680  
|Income
    tax (expense)/credit                           |  |                    | 19,941,298   |   |                    |   | (4,596,968   | )                  |  |   | (4,897,325         | ) |  |                    | (8,603,974  
|                                                          |  |                    |              |   |                    |   |              |                    |  |   |                    |   |  |                    |             
|Profit/(loss) after tax for
    the year                  |  | $                  | (93,595,764  | ) |                    | $ | 31,511,403   |                    |  | $ | 32,913,597         |   |  | $                  | 53,163,706  
|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  
|Non-controlling
    interest                              |  | $                  | (15,373,590  | ) |                    | $ | 6,424,015    |                    |  | $ | 7,121,624          |   |  | $                  | 11,038,641  
|                                                          |  |                    |              |   |                    |   |              |                    |  |   |                    |   |  |                    |             
|Earnings
    per share                                    |  |                    |              |   |                    |   |              |                    |  |   |                    |   |  |                    |             
|Basic earnings per share (1)                              |  | $                  | (2.30        | ) |                    | $ | 0.84         |                    |  | $ | 0.90               |   |  | $                  | 1.47        
|Diluted earnings per share (1)                            |  | $                  | (2.30        | ) |                    | $ | 0.84         |                    |  | $ | 0.90               |   |  | $                  | 1.46        










| | (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 remaining 19.6% 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 remaining
                                         19.6% of Amira India that is not owned by us, by the number of our weighted average outstanding
                                         ordinary shares adjusted by the dilutive impact of the equivalent 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, 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 and diluted 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 earnings per 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                            |            
|                                                                                        |  | (Amount in $)                   |            
|Profit/(loss) after
    tax (PAT)                                                       |  |                                 | (93,595,764
|Add: Income tax expense/(credit)                                                        |  |                                 | (19,941,298
|Add: Finance costs (net of finance income)                                              |  |                                 | 34,078,952 
|Add: Depreciation and amortization                                                      |  |                                 | 1,617,118  
|EBITDA                                                                                  |  |                                 | (77,840,992
|Add: Non-cash expenses for share-based compensation                                     |  |                                 | 1,205,809  
|Add: Onetime expenses related to proposed Senior
    Secured Second Lien Notes offering |  |                                 | -          
|Add: One-time provision for impairment of inventory                                     |  |                                 | 133,984,426
|Add: One-time legal & professional charges                                              |  |                                 | 1,695,323  
|Adjusted EBITDA                                                                         |  |                                 | 59,044,566 





| | 2. | Reconciliation
                                         of profit after tax to adjusted profit after tax (excluding IPO-related expenses):
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------





|                                                                                        | Fiscal
    year ended March 31, |            
|--------------------------------------------------------------------------------------- | ------------------------------- | -----------
|                                                                                        | 2018                            |            
|                                                                                        | (Amount in
    $)               |            
|Profit/(loss) after
    tax (PAT)                                                       |                                 | (93,595,764
|Add: Non-cash expenses for share-based compensation                                     |                                 | 1,205,809  
|Add: Onetime expenses related to proposed Senior
    Secured Second Lien Notes offering |                                 | -          
|Add: One-time provision for impairment of inventory
    (net of taxes)                  |                                 | 87,164,908 
|Add: One-time legal & professional charges                                              |                                 | 1,695,323  
|Adjusted profit/(loss) after
    tax                                                    |                                 | (3,529,724 





| | 3. | Reconciliation
                                         of earnings per share and adjusted earnings per share:
| | -- | --------------------------------------------------------------------------------------------------------------





|                                                                                             |  |  |                     | Fiscal
    year ended March 31, |                                                       
|-------------------------------------------------------------------------------------------- |  |  | ------------------- | ------------------------------- | ------------------------------------------------------
|                                                                                             |  |  |                     | 2018                            |                                                       
|                                                                                             |  |  |                     |                                 | (Amount
                                         in $)
|                                                                                             |  |  |                     |                                 |                                                       
|Profit/(loss)
    after tax (PAT)                                                            |  |  |                     |                                 | (93,595,764                                           
|Profit attributable
    to Shareholders of the company                                       |  |  | (A)                 |                                 | (78,222,174                                           
|Weighted average number of shares (for
    Basic earnings per share)                         |  |  | (B)                 |                                 | 34,064,348                                            
|Weighted average number of shares (for
    diluted earnings per share)                       |  |  | (C)                 |                                 | 34,064,348                                            
|Basic earnings per
    share as per IFRS                                                     |  |  | (A)
    ÷ (B)       |                                 | (2.30                                                 
|Diluted earnings per
    share as per IFRS                                                   |  |  | (A)
    ÷ (C)       |                                 | (2.30                                                 
|                                                                                             |  |  |                     |                                 |                                                       
|Share Issuable under
    share exchange agreement for non-controlling interest               |  |  | (D)                 |                                 | 7,005,434                                             
|Number
    of shares outstanding including shares for non-controlling interest-fully diluted |  |  | (E)
    = (C) + (D) |                                 | 41,069,782                                            
|                                                                                             |  |  |                     |                                 |                                                       
|Profit/(loss)
    after tax (PAT)                                                            |  |  |                     |                                 | (93,595,764                                           
|Add: Non-cash expenses
    for share-based compensation                                      |  |  |                     |                                 | 1,205,809                                             
|Add:
    Onetime expenses related to proposed Senior Secured Second Lien Notes offering      |  |  |                     |                                 | -                                                     
|Add: One-time provision
    for impairment of inventory (net of taxes)                       |  |  |                     |                                 | 87,164,908                                            
|Add: One-time legal
    & professional charges                                               |  |  |                     |                                 | 1,695,323                                             
|Adjusted
    profit/(loss) after tax                                                         |  |  | (F)                 |                                 | (3,529,724                                            
|                                                                                             |  |  |                     |                                 |                                                       
|Adjusted earnings
    per share                                                              |  |  | (F)
    ÷ (E)       |                                 | (0.09                                                 





*The
group has used adjusted Cost of goods sold (after accounting for the impact of impairment of inventories) as explained in the
MDA section



5







| | · | Statements
                                         of Financial Position Data
| | - | ------------------------------------------------------------------------------





|                              | As
    at March 31, |            
|----------------------------- | ------------------- | -----------
|                              | 2018                |            
|Cash and cash equivalents     | $                   | 1,216,642  
|Total current assets          |                     | 492,312,312
|Total assets                  |                     | 512,826,507
|Total equity                  |                     | 241,608,876
|Debt (Long term & Short term) |                     | 250,231,474
|Total liabilities             |                     | 271,217,631
|Total equity and liabilities  |                     | 512,826,507





| | · | 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 business strategy
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 of operations 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 nine
acres 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 2017 for 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 planned process 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 from factory 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 estate
as collateral. Our discussions with Amira India’s existing lenders regarding an amendment to the terms of the existing debt
agreements or a refinance are ongoing and we have already proposed them to reclassify the debt between real estate and working
capital. If we are unable to amend our agreements with Amira 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 us to 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, brand recognition,
distribution capability, and pricing. With respect to our Basmati rice, we compete with numerous types of competitors in the fragmented
and unorganized Basmati rice market, from other large Indian processors to smaller businesses in India and around the world. Basmati
rice has historically only been grown successfully in certain states in North India and in a part of the Punjab region located
in Pakistan, which regions have climates conducive to growing Basmati rice. In addition, our Basmati rice competes with a type
of rice grown in California and Texas, among other places, which is marketed as Basmati 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, brand recognition
advantages in certain Indian and international markets, and significantly greater financial and operational resources than we
have. Also, since outside of supply chain management and distribution there are no substantial barriers to entry to the markets
for our rice and other food products, increased consolidation and, particularly, a more organized Basmati market could decrease
our market share or result in lower selling prices of our products or result in higher 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 and international
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 20F are 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 may not 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 a particularly challenging year during its fiscal year ended March 31, 2017
where it had declines to its financial results due in part to challenging industry conditions, including the impact of currency
exchange fluctuations on its business in India and lower industry pricing, as well as certain business disruptions that 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 in the 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
million consisted of our non-current (long-term) debt and $250.2 million consisted of our current (short-term) debt, comprised
primarily of our secured revolving credit 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, thereby reducing 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, bears interest
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 provisioning for commercial banks in India. Businesses including ours (and individuals) across India, have
faced cash management issues especially in the rapidly evolving regulatory regime in India since early  part of fiscal of
2017. This has resulted in tightening of regulatory and credit environment in India. This tightening 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 and real
estate loans. As a result, certain of our Indian lenders have classified our loan balances as Non-performing assets (NPAs). This
continued impasse with the banks 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 current
indebtedness levels, we and our subsidiaries may be able to incur substantial additional indebtedness in the future. However,
if new debt is added to our and our 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
obligations under 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. We cannot 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 or delay investments and capital expenditures
or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be
successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are
insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose
of material assets or operations to meet our debt 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 these proceeds may not be adequate to meet any debt service obligations
then due. Any future refinancing of our indebtedness may not be on favorable terms and could 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 not limited to, requirements that we obtain consent from the lenders prior to altering our capital structure or Amira India’s
organizational documents, effecting any 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 funds invested 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
of our manufacturing operations. Also, we are required to maintain a current ratio (the ratio of the book value of our current
assets to our current liabilities outstanding, 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 such financial 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 our business.





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 capital requirements.



Our business requires
substantial working capital, primarily because Basmati rice must be aged for approximately as much as 12 months or more (at times
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 meet processing requirements, which leads to higher inventory holding costs and increased working capital needs.
In addition, we may need additional capital to develop 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 year
or 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. If we 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 global
financial markets has made obtaining additional financing in India more difficult. For example, due to inflation in India, the
Reserve Bank of India has raised interest rates multiple times since 2011, thereby substantially increasing our borrowing costs.
Moreover, restrictions on foreign investment in India may limit our ability to obtain financing for Amira India. See “Restrictions
on foreign investment in India may prevent us and other persons from making future acquisitions or investments in India, which
may harm our results of operations and financial condition” in this section. Our failure to obtain sufficient financing
or maintain our existing credit facilities could harm our results of operations and financial condition and result in a reduction
in our operations and the 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 products
could 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 international markets.
Demand for our products depends primarily on consumer-related factors such as demographics, local preferences and food consumption
trends and macroeconomic factors such as general economic condition and the level of consumer confidence. We are also subject
to regulation by the countries or regions 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. Our
international customers often require that the rice we sell matches their quality standards and conduct sample checks on our products.
The results from their sample checks may not reflect the quality of the rice we deliver to them and the rice we sell to them may
not comply with their quality specifications or requirements. If our customers’ sample checks identify any deficiencies
in our rice, they will generally have the right to return the entire batch we sold to them. Consumer preferences often change
over time, and, if we are not able to anticipate, identify or develop and market products that respond to changes in consumer
preferences, demand for our products may decline. We must, on a regular basis, keep pace with the quality requirements and consumer
preferences of our Indian and international customers, invest continuously in new technology and processes to provide the desired
quality product and continually monitor and adapt to the changing market demand. Any failure to meet the quality requirements
of our customers or to anticipate and adapt to changes in market 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 our international
presence over time. We currently have international offices in Malaysia, Singapore, the United Arab Emirates (“UAE”),
the United Kingdom, the United States and Germany, and we sell our products throughout Asia Pacific, EMEA and North America. Our
existing and planned international business operations 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 products out 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-company relationships;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | 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 affect our growth.



We have in the past
expanded, and intend to expand in the future, our operations and markets through acquisitions or strategic investments. The identification
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 will be able to identify and acquire appropriate acquisition targets on commercially
acceptable terms, if at all, or will have sufficient capital to fund such acquisitions or investments. Failure to identify and
acquire suitable acquisition targets or to make strategic investments in the future could adversely affect our growth.



Adverse conditions
in the global economy and disruption of financial markets may prevent the successful development and commercialization of our
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 economy has been
experiencing significant economic turbulence, and global credit and capital markets have experienced substantial volatility and
disruption. These adverse conditions and general concerns about the fundamental soundness of Indian and international economies
could limit our existing and potential partners’ and suppliers’ ability or willingness to invest in new technologies
or capital. Moreover, these economic and market conditions could negatively impact our current and prospective customers’
ability or desire to purchase and pay for our products, or negatively impact our operating costs or the prices for our 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 may reduce the resources available for government grants and related funding that could assist
our expansion plans or otherwise benefit us. Any one of these events, and continuation or further deterioration of these financial
and macroeconomic conditions, could prevent the successful and timely development and commercialization 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 be dependent
upon the economies and government policies of the key countries to which we sell our products; any unfavorable change in such
economies 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 international
sales to Asia Pacific, EMEA and North America. We currently plan to expand our international operations into additional countries
in the near future. For fiscal 2018, our international revenue accounted for 65.3% of our total revenue. If an economic slowdown
or other factors adversely affect the economic health of the countries to which we sell, our international customers may reduce
or postpone their orders, which may in turn lower the demand for our products and harm our revenue and profitability. In addition,
uncertainty surrounding the potential exit of the United Kingdom from the European Union may 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 more stringent
EU standard on the level of the pesticide isoprothiolane in Basmati rice in September 2008 led to a significant overall decrease
in sales of Basmati rice 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 any duties,
pre-conditions or ban imposed by a country to which we sell our products, might harm our international sales. The loss of any
significant international rice market because of such events or conditions could harm our business, results of operations and
financial condition. Our international sales are also exposed to certain political and economic and other related risks inherent
to exporting products, including exposure to potentially unfavorable changes in tax or other laws, a reduction in import subsidies,
partial or total expropriation and the risks of war, terrorism and other civil disturbances in our international markets. 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 international customers
are located. Further, we provide credit to our customers in connection with most of our international sales of Basmati rice, so,
if any sanctions are imposed on the countries to which we sell, our collection of international receivables may be significantly
delayed. Import subsidies may be removed by, and international sanctions may be imposed on, any Basmati importing countries in
the future, and we may have reduced sales or not be able to collect revenue from 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 cause our
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 other currencies,
typically in U.S. dollars and occasionally in Euros, GBP and UAE Dirham, due to our international sales. In addition, some of
our capital expenditures, and particularly those for equipment imported from international suppliers, are denominated in foreign
currencies and we expect our future capital expenditure in connection with our proposed expansion plans to include significant
expenditure in foreign currencies for imported equipment and machinery. A significant fluctuation in the Indian Rupee and U.S.
dollar and other foreign currency exchange rates could therefore have a significant impact on 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 any appreciation
or depreciation of the Indian Rupee against these currencies can impact our profitability and results of operations. Such fluctuations
have affected 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 the past 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 in currencies 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 our
business.



The success of our
business, in part, depends on our continued ability to use the “Amira” name and other intellectual property to increase
awareness of 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 prevent imitation by others of the “Amira”
name and other intellectual property. In addition, if the applicable laws in these countries are drafted or interpreted in ways
that limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue from our intellectual
property may decrease, or the cost of obtaining and maintaining rights may increase. We also distribute our Amira branded products
in some countries in which there is no trademark protection. As a result, it may be possible for unauthorized third parties to
copy and distribute our Amira branded products or certain portions or applications of our Amira branded products, which could
have a material adverse effect on our business, prospects, results of operations and financial condition. If we fail to register
the appropriate trademarks or our other efforts to protect relevant intellectual property prove to be inadequate, the value of
the Amira name could decrease, 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 has
filed 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 some cases 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
to Amira 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 proprietary
rights 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 could incur significant costs and diversion of resources in enforcing our intellectual property rights or in
defending against such claims, which could harm our business 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 do not
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 loan covenants 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 our subsidiaries
(in particular, Amira India) for our cash requirements, which would include funds to pay dividends and other cash distributions
to our shareholders. We currently intend to retain all available funds and any future earnings for use in the operation and expansion
of our business and neither ANFI nor Amira India anticipates paying any cash dividends for the foreseeable future. Investors’
ownership of us represents a smaller corresponding indirect ownership interest of Amira India. Should we decide to pay dividends
to our shareholders in the future, our ability and decision to pay dividends will depend on, among other things, the availability
of dividends from Amira India. However, under the terms of some of Amira India’s current secured revolving credit facilities,
we need the consent of lenders under our current secured revolving credit facilities to declare dividends for any year except
(i) out of profits relating 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 had occurred in any repayment obligations during the year. Amira India has not paid
or declared any cash dividends on its equity. The declaration and payment of any dividends 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
meeting of shareholders. However, while final dividends can be paid out by a company only after such dividends have been recommended
by the Board of Directors and approved by shareholders, interim dividends can be paid out with only a recommendation by the Board
of Directors. The shareholders have the right to decrease but not to increase 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 from doing
so by certain restrictions on paying dividends under Indian law. Amira India may not have sufficient profits in any year or accumulated
profits to permit 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 also involve 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 Executive
Officer 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 direct members of his family, and certain of our other directors,
directly or indirectly hold approximately 65.0% (including share options granted and vested) of the outstanding ordinary shares
of ANFI as on March 31, 2018. Accordingly, these shareholders are able to control all matters requiring approval by holders of
a majority 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 our management and affairs), amendments to our memorandum and articles of association, our winding
up and dissolution, and other significant corporate transactions. Specifically, they are able to approve any sale of more than
50% in value of our assets, and certain mergers or consolidations involving us, a continuation 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 such events would provide our public shareholders with the opportunity to receive a premium for their ordinary shares,
or are otherwise in the best interests of our public 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 shareholders may have conflicting interests with our public shareholders. For example, if Amira India indirectly makes distributions
to us, Mr. Karan A. Chanana and his affiliates will also be entitled to receive distributions pro rata in accordance with their
percent of ownership in Amira India, and their preferences as to the timing and amount of any such distributions may differ from
those of our public shareholders. In addition, the structuring of future transactions may take into consideration tax or other
ramifications to Mr. Karan A. Chanana and these affiliates even where there would be no similar implication to us or our public
shareholders.



Mr.
Karan A. Chanana and Ms. Anita Daing (a former Director of Amira Pure Foods Private Limited “APFPL”) have also issued
personal guarantees of $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 seek payment from Mr. Chanana and/ or Ms. Daing. As a result of these guarantees,
Mr. Chanana and Ms. Daing may have a conflicting interest with our shareholders and/or other creditors of the Company which may
not be resolved in our best interest. However, ANFI has indemnified its present and former directors and officers, including Mr.
Chanana and Ms. Daing, in accordance with its Amended and Restated Memorandum and Articles of Association and indemnification
agreements entered into with such directors and officers. Such indemnification includes indemnification for Mr. Chanana’s
and Ms. Daing’s personal 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, as well as regulations applicable in other countries in which we operate, require that any international transaction
involving associated enterprises be on arm’s length 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 of our 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 in that
jurisdiction, we may incur increased tax liability, including accrued interest and penalties, which would cause our tax expense
to increase, possibly materially, 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 are currently 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 the relevant company's view. As a result, the tax authorities could revise original
tax assessments, which would cause our tax expense to increase, possibly materially, 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 political uncertainties in India.



A substantial portion
of our business and employees are located in India and we intend to continue to develop and expand our business in India. Consequently,
our financial performance and the market price of our ordinary shares will be affected by changes in exchange rates and controls,
interest rates, changes in government policies, including taxation policies, social and civil unrest and other political, social
and economic developments in or affecting India.



The Government of
India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive
Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly
relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian
economy as producers, consumers and regulators 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 rate of economic liberalization could change, and
specific laws and policies affecting food companies, foreign investments, currency exchange rates and other matters affecting
investments in India could change as well. Further, protests against privatizations and government corruption scandals, which
have occurred in the past, could slow the pace of liberalization and deregulation. A significant change in India’s policy
of economic liberalization and deregulation or any social 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 1,000 currency
notes pursuant to notification dated November 8, 2016. The short-term impact of these developments has been, among other things,
a decrease in liquidity 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 Indian economy 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 extended operating
cash cycle.





Business environment (including legal
and regulatory) in India is continuously evolving and there are new laws, regulations and /or ordinances being enacted like demonetization,
GST, bankruptcy laws, new and updated banking regulations in India etc. which has a significant impact on the Company’s
business. These and continuing changes by the Indian administration have impacts which are not essentially positive for the business
environment, as initially 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 the business.





The Reserve Bank of
India in 2018, promulgated the revised framework and guidelines for ‘loan asset’ identification, classification and
provisioning for commercial banks in India. Businesses including ours (and individuals) across India, have faced cash management
issues in the rapidly evolving regulatory 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-performing assets (NPAs). This continued impasse with the Indian banks can result
in revenues of the Indian subsidiary being severely impacted. The Indian
company has been working pro-actively to negotiate the reclassification of its loans with Indian lenders. Collateral offered to
banks, being factory land (9 acres out of 17 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 the same time gives us the opportunity to monetize the asset
and reduce the loans in future. However, amidst regulatory and credit tightening, the Indian lender banks 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 to international
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 to the Government of India’s export control laws. Unfavorable changes in, or interpretations of, existing Indian
laws, rules and regulations, or the adoption of new Indian laws, rules and regulations applicable to us and our business, may
harm our results of operations and financial condition. Such unfavorable changes could decrease our ability to supply our products,
increase our costs or subject us to additional liabilities. For example, from October 2007 to September 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 may in the
future impose export duties or other export restrictions on our products that could harm our business and financial condition.
The Government of India also determines the Minimum Export Price (“MEP”), which is the minimum price below which rice
(except Basmati rice) cannot be exported from India, and so 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 the MEP 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 MEP above our then current
prices could decrease our international sales and harm our results of operations and financial condition. In addition, any other
duties or tariffs, adverse changes in export policy or other export restrictions enacted by the Government of India and related
to our international business could harm 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 for consumer
inflation in India was 3.8% in 2017 and 4.5% in 2016. The performance and growth of our business are necessarily dependent on
economic conditions prevalent in India, which may be significantly harmed by political instability, regional conflicts and economic
slowdown elsewhere in the world or 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 for the 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 deficit may 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, which include the need for substantial infrastructure development and improved access to
healthcare and education. If India’s economic growth cannot be sustained or 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 may harm 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 foreign persons have
been relaxed in recent years, these regulations and restrictions may still apply to acquisitions by us or our affiliates, including
Amira Mauritius and 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 in India to Amira India. Under current Indian regulations, transfers of shares
between non-residents and residents are permitted (subject to certain exceptions) if they comply with, among other things, the
pricing guidelines and reporting requirements specified by the Reserve Bank of India. If the transfer of shares is not in compliance
with such pricing guidelines or reporting requirements, or falls under any of the exceptions referred to above, then the prior
approval of the Reserve 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 regulatory authority 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 investments
in India, including requirements with respect to downstream investments by Indian companies owned and controlled by non-resident
entities. Amira Mauritius, which is considered a non-resident entity under applicable Indian laws, directly holds a majority of
Amira India’s equity shares. Accordingly, any downstream investment by Amira India into another Indian company will have
to comply with conditions applicable to such Indian entity, in accordance with 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, may
restrict 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-made calamities
such as earthquakes, tsunamis, floods, climate change and drought. In December 2004, Southeast Asia, including both the eastern
and western coasts of India, experienced a massive tsunami, and, in October 2005, the State of Jammu and Kashmir experienced an
earthquake, both of which caused significant 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 swine flu 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 which could 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 and growth
plans.



Although
Basmati rice is not entirely dependent upon a successful monsoon, the consistent failure of monsoons in India, extreme flooding,
adverse weather or other natural calamities may harm the production of Basmati and other paddy. In addition paddy farmers could
shift their production to other crops, resulting in a drop in paddy production. Such adverse weather and supply conditions may
occur at any time and create volatility for our business and results of operations. Crop diseases and pest infestations may also
affect production; such events may vary in severity, depending on the stage of production at 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 the severity of the damage and the extent of the plantings affected. The available technologies to control such
diseases and infestations may not continue to be effective. Furthermore, the continued use of intensive irrigated rice-based cropping
systems in producing paddy may cause deterioration of soil health and productivity. 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 to procure 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 of operations and financial condition.



Our processing facility
and our storage and distribution facilities require a continual supply of utilities such as water and electricity. Our processing
facility and most of our storage and distribution facilities are located in India, and the Indian authorities may ration the supply
of utilities. Interruptions of water or electricity supply could result in temporary shutdowns of our storage, processing, packaging
and distribution facilities. Any major suspension or termination of water or electricity or other unexpected service interruptions
could significantly harm our business, results of operations and financial condition.



Terrorist acts and
other acts of violence involving India or other neighboring countries could significantly harm our operations directly, or may
result in a more general loss of customer confidence and reduced investment in these countries that reduces the demand for our
products.



Terrorist attacks
and other acts of violence or war involving India or other neighboring countries may significantly harm the Indian markets and
the worldwide financial markets. The occurrence of any of these events may result in a loss of business confidence, which could
potentially lead to economic recession and generally cause significant harm to our business, results of operations and financial
condition. In addition, any deterioration in international relations 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 been incidents
in and near India such as terrorist attacks in Mumbai, Delhi and on the Indian Parliament, troop mobilizations along the India
and Pakistan border and an aggravated geopolitical situation in the region. Such military activity or terrorist attacks in the
future could significantly harm the Indian economy by disrupting communications and making travel more difficult. Resulting political
tensions could create a greater perception that investments in Indian companies involve a high degree of risk. Furthermore, if
India were to become engaged in armed hostilities, particularly hostilities that were protracted or involved 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 us
from 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 our
processing capacity and overall profitability.



India has stringent
labor legislation that protects the interests of workers, including legislation that sets forth detailed procedures for dispute
resolution and employee removal and imposes financial obligations on employers upon employee layoffs. These laws may restrict
our ability to have human resource policies that would allow us to react swiftly to the needs of our business, discharge employees
or downsize our operations. We may also experience labor 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, our processing capacity and overall profitability could
be negatively affected. For instance, in May 2005, certain workers at our processing facility declared a strike to demand higher
wages and enhanced labor policies, and to protest certain workforce reductions. The strike was called off in 2006, but certain
of such workers’ claims are currently pending adjudication before the Gurgaon Labour Court and the outcome of such adjudication
may not be favorable to us. We also depend on third party contract labor. It is possible under Indian law that, despite our having
made appropriate payment to the contractors, we may be held liable for wage payments to these laborers if their contractors default
on payments to the laborers. Liability for any non-payment by contractors may harm our business and results of our operations.
In addition, an industrial court or tribunal in India could direct us to absorb our contract workers as permanent employees and
the government of a state in India may prohibit the employment of contract labor. If we are required to employ contract workers
on the 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
our business 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 few
instances (which are only illustrative and not exhaustive) briefly mentioned below, may adversely affect our business, financial
condition, results of operations 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 business arrangements 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 these provisions is uncertain.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The
                                         Government of India has issued revised Income Computation and Disclosure Standards ("ICDS")
                                         that will be applied in computing taxable income and payment of income taxes thereon,
                                         applicable with effect from the assessment period for the Fiscal Year 2017. ICDS shall
                                         apply to all taxpayers following an accrual system of accounting for the purpose of computation
                                         of income under the heads of "profits and gains of business or profession"
                                         and "income from other sources". Such specific standards for computation of
                                         income taxes in India are relatively new, and the impact of the 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 combine taxes and levies by the
                                         central and state governments into a unified rate structure. It is not clear, however,
                                         how the GST will be applied and implemented, and there can be no assurance that the GST
                                         will not result in significant additional taxes being payable, which in turn, may harm
                                         our results 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 amended rules, 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 conduct of the business of an entity
                                         as a whole are, in substance, made. The Government of India has also issued the final
                                         guidelines for determining the POEM 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 the
applicability, interpretation or implementation of any amendment to governing law, regulation or policy may impact the viability
of our current business or restrict 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 of such 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 licensed
procurement 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 Basmati rice 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 allow our 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 any fall 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 in Basmati
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 of operations and financial
condition.



Numerous factors affect
the wholesale price of Basmati rice, including weather, government policies such as the reintroduction of minimum support prices
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 in Basmati rice prices could harm our results of operations and financial condition. Currently,
we are not able to hedge against such price risks since Basmati rice 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 between September and
March. Our business requires a significant amount of working capital primarily due to the fact that a significant amount of time
passes between when we purchase Basmati paddy and sell finished Basmati rice. Accordingly, we maintain substantial levels of working
capital indebtedness that is secured 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, unprocessed Basmati
rice) in the organized and government-regulated agricultural produce markets in India known as “mandis.” These agents
may not be able to procure the 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 these agents 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 arrangements
on 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 fragmented
and 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 are unable 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 rice as 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 in operations
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 or other infrastructure failures, fires, earthquakes, hurricanes or other force of nature, could
disrupt our ability to supply our products and significantly harm our business, results of operations and financial performance.
We also heavily depend upon a limited number of third party processing facilities to produce products responsible for substantial
portions of our revenue, some of which facilities are owned by our competitors. These facilities are subject to their own unique
operational and financial risks, which are out of our control. We have no production agreements with these third party processing
facilities, and can provide 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 us processing services, we may need to find and enter into arrangements with one or
more replacement processors. Finding alternate processing facilities could involve significant delays and other costs and these
sources may not be available to us on reasonable terms or at all. Any disruption of processing or packaging 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. Failure
to 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 to time,
which are short-term commitments for specific quantities of Basmati rice and other products at an agreed price. In addition, we
typically complete the paddy procurement process two to six months before we receive purchase orders from customers, forcing us
to rely primarily on historical trends, other market indicators and management estimates to predict demand, which is particularly
difficult as we expand into new markets. We usually expand our procurement operations based on a trend of historical growth and
delivery, but we may not receive purchase orders commensurate with our expanded operations on substantially 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 market demand,
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 the
quantities 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 our competitors. 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 on their interactions with retailers and consumers.
If our distributors do not accurately predict the demand for our products, delay in placing orders with us, fail to 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 our growth 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 customer
would 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. We anticipate
that this concentration of sales among customers may continue in the future. Although we believe we have strong relationships
with certain of our key customers, we do not have any long-term supply contracts with these customers obligating them to buy product
from us. Our inability to maintain or further develop our relationships with our key customers and distributors would harm our
results of operations and financial condition. Moreover, changes in the 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 a significant impact on conditions affecting agriculture, including temperature, carbon dioxide concentration, precipitation
and the interaction of these elements. Higher temperatures may eventually reduce yields of desirable crops while encouraging weed
and pest proliferation. Increased atmospheric carbon dioxide concentration may lead to a decrease in global crop production. Changes
in precipitation patterns increase the likelihood of short-run crop failures and long-run production declines. While crop production
in the temperate zones may reap some benefit from climate change, crop production in the tropical and subtropical zones appears
more vulnerable to the potential effects of global warming. Even a high degree of farm-level adaptation by the suppliers of our
paddy 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’ production is particularly susceptible to climate change in these areas. Rapid and severe climate
change may decrease our suppliers’ crop production, which may significantly 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 of operations.



We typically store
paddy in covered warehouses or in bags placed on open-air, raised plinths (or platforms) and processed rice in covered warehouses.
In the event our paddy is not appropriately stored, handled and processed, spoilage may reduce the quality of the paddy and the
resulting processed 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 this manner. In addition, the occurrence of any mistakes or leakage in the rice storage process may
harm the yield, quality and value of our rice, leading to lower revenue.



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 total and we intend to rely on outside funding for this facility. Our plans remain subject to certain potential
problems and uncertainties, including availability of financing, increased costs of equipment or manpower, completion delays due
to the need to find an appropriate location for the facility at acceptable costs, a lack of required equipment, financing permits
or approvals or other factors, defects in design or construction, changes in laws and regulations or other governmental action,
cost overruns, accidents, natural calamities and other factors, many of which may be beyond our control. Any delays in completing
this facility could result in our loss or delayed receipt of revenue, as well as increases in financing and construction costs.
Our proposed expansion will also require significant time and resources from our management team. Any failure by us to meet revenue
or income targets may require us to reconsider our development 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 will also 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 to increased shipping
costs as well as the potential inability of our third party transportation providers to deliver on a timely basis.



We currently rely
upon a network of independent third party transportation providers for substantially all of our shipments of paddy and rice to
storage, processing, packaging and distribution facilities, as well as from distribution facilities to market. These transportations
are primarily made by trucks within the same country and by ship between countries. Our use of these delivery services for our
shipments subjects us to many risks, including increases in fuel prices, which would increase our shipping costs, and employee
strikes and inclement weather, which may impact our shippers’ ability to provide delivery services that adequately meet
our shipping needs. If we change the shipping companies we use, we could face logistical difficulties that could delay deliveries,
and we would incur costs and expend resources in connection with such change. Moreover, we may not be able to obtain terms as
favorable as those 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 our daily
operations. Lower labor costs in India provide us with a cost advantage. However, we have observed an overall tightening of the
employee market and an emerging trend of shortage of labor supply. Failure to obtain stable and dedicated employee support may
cause disruption to our business that harms our operations. Furthermore, employee costs have increased in India in recent years
and may continue to increase in the near future. To remain competitive, we may need to increase the salaries of our employees
to attract and retain them. Any increase in employee costs may harm our results of operations and financial condition.



Loss of key personnel or our inability
to attract and retain additional key personnel could impair our ability to execute our growth strategy, harm our 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 is
knowledgeable in many areas necessary for our operations. While we have been successful in attracting experienced, skilled professionals,
the loss of any key member of our management team, or operational or product development employees, or the failure to attract
and retain additional such employees, could slow the execution of our business strategy, including expansion into new target markets,
and our development and commercialization of new products. If we are not able to attract and retain the necessary personnel to
accomplish our business objectives, the resulting staffing constraints will harm our ability to expand, satisfy customer demands
for our products and develop new products. Competition for such personnel from numerous companies may limit our ability 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 incurring compliance 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 and
regulations governing the use and disposal of pesticides and other chemicals. These regulations directly affect our day-to-day
operations, and violations of these laws and regulations can result in substantial fines or penalties, which may significantly
harm our business, results of operations and financial condition. 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”) has indicated that it will evaluate
strategies designed to limit arsenic exposure from rice and rice products. In December 2013, FDA issued an import alert enabling
it to detain shipments of Indian Basmati rice for compulsory testing for residue of certain pesticides. While Amira is currently
exempted from the import alert, FDA’s interest in Indian Basmati rice could impact our business. While the U.S. Environmental
Protection Agency (“EPA”), which establishes the 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 by Indian 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”).
For other 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’s enforcement activities have not, to date, materially affected our business or the results of our operations
because our sales of Basmati rice in the United States have 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 regulation of 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 the impact 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 the future to modify our operations or make capital improvements. Our products may be subject to extensive examinations
by governmental authorities before they are allowed to enter certain regulated markets, which may delay the processing or sale
of our products or require us to take other actions, including product recalls, if we or the regulators believe any such product
presents a potential risk. If we are granted access to any such regulated market, maintaining regulatory compliance there may
be expensive and time consuming, and if approvals are later withdrawn for any reason, we may be required to abruptly stop marketing
certain of our products there, which could harm our business, results of operations and financial condition. In addition, we may
in the future become subject to lawsuits alleging that our operations and products 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 recognized
certification. We have received an ISO 9001:2008 quality system certification and an ISO 22000:2005 food safety management certification
for our rice processing facility, and an SQF Certificate. In addition, we have received certifications from BRC Global Standards
and the U.S. Food and Drug Administration, as well as being Kosher certified, and have received a certificate of approval for
the export of Basmati rice by the Export Inspection Council of India. We incur significant costs and expenses, including any necessary
upgrades to our manufacturing facilities, associated with maintaining these certifications. If we fail to maintain any of our
certifications, our business may be harmed because our customers that require them may stop purchasing some or all of our products.



We
also have organic certifications for our rice products from Ecocert India Private Limited, an international certification body that
certifies our compliance 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 associated
with operating in particular countries. If we are not in compliance with applicable legal requirements, we may be subject to civil
or criminal penalties and other remedial measures.



The U.S. Department
of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers certain laws and regulations, or U.S.
Economic Sanctions Laws, that restrict U.S. persons and, in some instances, non-U.S. persons like us, in conducting activities,
transacting business with or making investments in certain countries, governments, entities and individuals subject to U.S. economic
sanctions, or sanctions targets. We did not used any proceeds, directly or indirectly, from our IPO to fund any activities or
business with any sanctions target. In compliance with Indian laws, Amira India and our other non-U.S. subsidiaries have sold
rice to independent non-U.S. customers in international markets that resell products to their own customers, which customers may
have included private customers in Iran, Syria and other countries in the region. Iran and Syria are currently sanctions targets.
In fiscal year 2018 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 license issued in October 2011. Sales of rice into Syria are not restricted by OFAC or
by the U.S. Department of Commerce, Bureau of Industry and Security, which primarily administers U.S. restrictions on exports
or re-exports to Syria. Therefore, we believe we are in compliance with U.S. Economic Sanctions Laws. We believe that we conducted
our historical activities in compliance with applicable U.S. Economic Sanctions Laws in all material respects; however, it is
possible 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 violate applicable sanctions or other trade controls, we may be subject to potential fines or other sanctions.
For example, a violation of OFAC’s Iran regulations could currently result in a civil monetary penalty of up to the greater
of $250,000 or twice the value of the transaction involved. We intend to conduct our business activities in compliance with all
applicable laws and regulations. We will continue to monitor developments in countries that are the subject or target 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
foreign officials 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 transacts business 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 in
compliance with OFAC, FCPA and similar laws, regulations and sanctions. The implementation of such controls and procedures could
result in the discovery of issues or violations with respect to the foregoing by us or our employees, independent contractors,
subcontractors or agents of which we were previously unaware. Any violations of these laws, regulations and procedures by our
employees, independent contractors, subcontractors and agents could expose us to administrative, civil or criminal penalties,
fines or restrictions on export activities (including other U.S. and Indian laws and regulations as well as foreign laws). 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 their interests in our company to be consistent with their internal investment policies or to avoid reputational damage,
and some U.S. institutional investors might forego 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 to significant 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 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 any liability could exceed our
insurance coverage. Violations of environmental, health and safety laws may occur as a result of human error, accident, equipment
failure or other causes. Environmental proceedings had been initiated against Amira India before the 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 rice processing operations had caused air and noise pollution. We have taken corrective measures and. since then we have obtained
renewal approvals under the Indian Air (Prevention and Control of Pollution) Act, 1981 and the Indian Water (Prevention and Control
of Pollution) Act, 1974, and the current approvals are 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 the imposition
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 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 of these laws and regulations will likely be different from country to country.
Environmental, health and safety laws could become more stringent over time, requiring us to change our operations 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 claims concerning 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
property rights of others, or civil penalties and other losses of injunctive or declaratory relief. In the event that such actions
or indemnities are ultimately resolved unfavorably for amounts exceeding our accrued liability, or are otherwise significant,
the outcome could harm our reputation, business and results of operations. 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 become adulterated
or misbranded, as well as any associated adverse publicity. Our products may contain undetected impurities or toxins that are
not discovered until after 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 and reputation and involve significant costs to correct. In
addition, these kinds of events could result in cancellation of contracts by our customers or the recall of products. We may also
be sued for defects resulting from errors of our commercial partners or unrelated third parties, and any product liability claim
brought against us, regardless of its merit, or product recall could result in material expense, divert management’s attention,
and harm our business, reputation and consumer 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 relating
to personal accident, burglary, medical payments, product liability and marine cargo, including transit cover covering certain
employees, office premises and consignments 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 maintain insurance policies that provide coverage
for class action litigation resulting from claims made against us in connection with the offer and sale of our securities. However,
any claim under our insurance policies maintained by us may be subject to certain exceptions, may not be honored fully, in part,
in a timely manner or at all, and we may not have purchased sufficient insurance to cover all losses that we may incur. For instance,
a majority of our inventory consists of paddy and rice. In the event our inventory is not appropriately stored or is affected
by fires or natural disasters such as floods, storms or earthquakes, our inventory may be damaged or destroyed, which would harm
our results of operations. In addition, if we were to incur substantial liabilities or if our business operations were interrupted
for a substantial period of time, we could incur costs and suffer losses. Our insurance policies may not cover such inventory
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 subject
to two shareholder class action lawsuits before the United States District Court for the Central District of California. See “Business‒Legal
Proceedings.” The short 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 our operations and relationships and negatively
impacted our ability to effectively market, distribute and sell our products in various jurisdictions and negative effect on our
business, financial condition and results of operations. We may be exposed to additional short sale attacks in the future which
could result in operational and reputational harm, which in turn could negatively affect our business, financial condition and
results of operations and credit ratings. See also “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 obligations
that, to some extent, are more lenient and less frequent than those of a U.S. issuer.



Because we qualify
and report as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that
are applicable to U.S. public companies, including (i) the sections of the Exchange Act regulating the solicitation of proxies,
consents or authorizations in respect of a security registered under the Exchange Act, (ii) the sections of the Exchange Act requiring
insiders to file public reports of their stock ownership and 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 the filing with the Securities and Exchange
Commission of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports
on Form 8-K, upon the occurrence of specified significant events. We intend to furnish reports to the Securities and Exchange
Commission on Form 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 of Section 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 quarterly reports 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 to file 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,
foreign private 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 also exempt from Regulation Fair Disclosure, aimed at preventing issuers from making selective
disclosures of material information. Although we intend to make interim reports available to our shareholders in a timely manner,
investors in our securities may not have the same protections afforded to shareholders of companies that are not foreign private
issuers.



As a foreign private
issuer and a controlled company, we are permitted to take advantage of certain exemptions to the corporate governance requirements
of the New York Stock Exchange; this may afford less protection to holders of our ordinary shares.



Our ordinary shares
are listed on the New York Stock Exchange. As a foreign private issuer, we may elect to follow certain home country (BVI) corporate
governance practices in lieu of certain New York Stock Exchange requirements, including the requirements that (1) a majority of
the Board of Directors consist of independent directors, (2) a nominating and corporate governance committee be established that
is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities,
(3) a compensation committee be established that is composed entirely of independent directors and has a written charter addressing
the committee’s purpose and responsibilities, and (4) an annual performance evaluation of the nominating and corporate governance
and compensation committees be undertaken. A foreign private issuer must disclose in its annual reports filed with the Securities
and Exchange Commission each significant New York Stock Exchange requirement with which it does not comply followed by a description
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 an individual,
a group or another company. As a controlled company, we are exempt from complying with certain corporate governance requirements
of the New York 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 requirements without
making use of the above-mentioned exemptions, unless otherwise disclosed. However, in the future we may rely on certain exemptions.
Such practices 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 reporting
obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny
and sanction, cause investors 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 internal
control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive
officer and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable
assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with IFRS. We are aware that deficiencies in our internal controls may 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 to document
and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which
requires annual management 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 implementing effective internal
controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory
environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting
obligations as a public company.



We cannot assure you
that we will, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot
assure 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 adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable
to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting
obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny
and sanction, cause investors to lose confidence in our reported financial information and have a negative effect 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 a private company, particularly
after we no longer qualify as an “emerging growth company.” In addition, the Sarbanes-Oxley Act, as well as new rules
subsequently implemented by the Securities and Exchange Commission, has required changes in corporate governance practices of
public companies. These rules and regulations have increased our legal, accounting and financial compliance costs and make certain
corporate activities more time-consuming and costly. In addition, we have incurred or may incur in future additional costs associated
with our public company reporting requirements. We continue to evaluate and monitor developments with respect to these new rules,
and we cannot predict or estimate the amount of additional costs we may incur or the timing of 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 across five
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 only in the geographically indicated region of the Indian sub-continent, as well as other specialty rice. We sell
our products under our flagship Amira brand, as well as under other Company owned brands and third party brands. We have expanded
our product offerings in recent years to include other value-add categories such as edible oils and organics. We also sell other
products such as wheat, barley, legumes and other produce to large institutional customers. Our fourth generation leadership has
built on a rich, century-old legacy and transformed Amira from a local family-run business to a publicly-listed globally focused
packaged food company with a global leadership position in the high growth Basmati rice sector. Under our current leadership,
we significantly expanded our footprint in India and internationally. We completed an initial public offering (“IPO”)
in October 2012 and our shares are listed on the New York 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 concentration
in 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 pricing and increasing consumption patterns. The global rice market represented
approximately $275 billion in value based on benchmark rice export prices for the international rice trade, according to statistics
from Horizon Research in 2012. The Indian rice industry was valued at approximately $50 billion in wholesale prices in 2013 according
to the CRISIL equity research report on the Indian rice industry. CRISIL has also estimated the Indian Basmati rice market to
be approximately $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 APEDA Agri-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 are currently
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 Whole Foods. 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 long standing network of distributors, third party branded partners and institutional customers who sell our products throughout
the world. Our third party branded business is often conducted under contracts with our customers, which enable us to have a high
degree of visibility on our sales, volumes, margins and profitability.



We have successfully
expanded our distribution platform to reach customers across five continents around the world and we continue to invest resources
to further establish the Amira brand as a premium, high quality, and packaged specialty rice brand. We also go to market under
additional Company owned 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 channels and various price points across the value chain to maximize our customer exposure.
We have tailored our strategy to local market requirements and continuously 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 its
storage, aging, processing into rice, packaging, marketing and distribution. We believe that our flexible, vertically integrated
model provides us with significant advantages in ensuring stability of supply and maintaining quality control throughout the processing
cycle. We have longstanding relationships with a large network of procurement agents and a large number of local Indian paddy
farmers which allow us to consistently source high-quality paddy. Over the past several years, we have also developed organic
sourcing initiatives, which allow us to source and sell organic certified products in India, Europe and the United States. Additionally,
we have relationships with several independent rice millers throughout India from whom we supplement our production capacity to
fully meet our product needs. Meanwhile, our international operations also source products from outside India from time to time.
We believe that our flexible, vertically integrated model provides us with significant advantages in ensuring stability of supply
and maintaining quality control throughout the 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 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 nearby Karnal, Haryana, India in the vicinity 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 currently expect, when completed, will increase our production capacity to more than 60 metric tons of paddy per hour.
This increased production capacity will permit increased processing of higher margin early 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
in 2018. 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 and Africa, 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-IFRS
Measures. 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 over time:



| | · | 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 and appealing aroma, and which can only be grown in the geographically
                                         indicated region of the Indian sub-continent. Our leadership in the Basmati rice segment
                                         represents a distinct competitive advantage since Basmati is a premium rice variety with
                                         a long shelf life that generally commands higher prices and is more profitable than other
                                         types of rice. The size of the Indian Basmati rice market is approximately $6.9 billion
                                         (CRISIL Equity Research Report, 2014), while the overall global rice market is equal
                                         to approximately $275 billion (Horizon Research, 2012). Demand for Basmati rice has remained
                                         strong over the past 10 years with sales volumes of Indian Basmati rice in both the domestic
                                         Indian market and international markets 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, packaged specialty rice industry. As one of the
                                         few globally focused participants in the packaged rice category, we believe that we have
                                         the flexibility to reach customers with differentiated offerings across continents and
                                         within the various countries in which we operate. By utilizing our locally based professional
                                         management teams, we believe that we are better able to provide localized solutions to
                                         our customers' product needs while also maximizing 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 rapidly expanded the presence of our Amira branded products
                                         across five continents around the world accounting for approximately $173.2 million in
                                         revenue, 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 Indian business
                                         magazine identified Amira as one of India's fastest growing mid-sized companies multiple
                                         times since 2010. In 2013, Amira was voted as one of "Asia's Most Promising Brands"
                                         by WCRC group. In 2014-2015, VWP World Brand recognized the Amira Brand as "the
                                         Admired Brand of India." We believe that our brand leadership in the Indian rice
                                         market is particularly advantageous, given the underlying strength of Indian demographic
                                         and economic trends. India's rapidly growing middle class is expected to propel growth
                                         in the modern trade channel, which is a core focus area that we expect will outgrow the
                                         overall market. In addition to our focus on marketing, we are consistently growing our
                                         Amira branded presence 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 India through a network of small privately-owned
                                         independent stores (the "general trade" or "traditional retail"),
                                         as well as global retailers and regional supermarkets (the "modern trade").
                                         Additionally, we have been selling our products globally for almost forty years and we
                                         have built a strong distribution platform throughout the emerging markets, utilizing
                                         a combination of direct sales and distributors to sell our products in the general trade
                                         and modern trade channels of these localized markets. We have also added substantially
                                         to our distribution efforts in the developed world and our products are now sold in many
                                         leading retailers in the United States, the United Kingdom and in Continental Europe.
                                         Our sales in India have grown 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. Our international
                                         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 in several years since 2010 by the World Economic Forum
                                         as a Global Growth Company, an invitation-only community consisting of approximately
                                         300 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 been selling our products internationally
                                         for nearly forty years. Our experiences have allowed us to develop a deep and extensive
                                         customer base with strong 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 consistently deliver large quantities of high-quality products globally
                                         in a timely manner has been essential to our success in our Amira branded, third-party
                                         branded 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 global operations and
                                         diverse customer base, we have limited customer concentration. For the fiscal year ended
                                         March 31, 2018, our top five customers accounted 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 300 SKUs, which includes our premium and everyday
                                         Basmati rice offerings, as well as other specialty rice, a growing line of other value-add
                                         food products 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 sell at 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 the procurement of paddy (unprocessed
                                         rice) to its storage, aging, processing into rice, packaging, marketing and distribution.
                                         We believe that our flexible, vertically integrated model provides us with significant
                                         advantages in ensuring stability of supply and maintaining quality control throughout
                                         the processing cycle. We have long-standing relationships with a large network of procurement
                                         agents and a large number of local Indian paddy farmers which allow us to consistently
                                         source high-quality paddy. Over the past several years, we have also developed organic
                                         sourcing initiatives which allow us to source and sell organic certified products in
                                         India, Europe and the United States. Additionally, we have relationships with several
                                         independent rice millers throughout India from whom we supplement our production capacity
                                         to fully meet our product needs. Meanwhile, our international operations also source
                                         products from outside India from time to time. We believe that our flexible, vertically
                                         integrated model provides us with significant advantages in ensuring stability of supply
                                         and maintaining quality control throughout the processing cycle.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29







| | · | Sophisticated,
                                         Fully Automated Manufacturing Facility. We operate a sophisticated, fully automated
                                         and integrated processing and milling facility 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 the vicinity 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 ended March 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 have consistent, stable operating
                                         margins and our adjusted EBITDA margin has averaged 13.2% over the same time period.
                                         Additionally, as a result of our attention to costs, efficient capital spending and an
                                         attractive blended tax rate, we have generated significant discretionary cash flows which
                                         we define as adjusted EBITDA less capital expenditures and taxes over this time period.
                                         In line with our corporate strategy, we have elected to invest in the continued growth
                                         of our business by increasing our working capital in order to support our future sales.
                                         Our largest financial outlay tends to be the purchase of paddy and rice which we believe
                                         is a monetizable asset that can generally be converted into sales at various times throughout
                                         its expected 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 more than a century of experience in the food business.
                                         In 2006, our Chairman and Chief
                                         Executive Officer, Mr. Karan A. Chanana, assumed responsibility for our operations.
                                         Under Mr. 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 paddy
                                         procurement, processing and marketing activities. We have augmented our management team
                                         and Board of Directors by adding individuals with a significant 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 under our flagship Amira brand, as well as other
                                         Company owned brands and third party brands. We believe that consumers recognize our
                                         brand and associate it with high quality, premium and authentic specialty rice. We successfully
                                         expanded the Amira brand across five continents within only nine 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,
                                         a substantial 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 to third party branded
                                         partners. We have been selling products to many of our third party branded partners for
                                         generations. These relationships provide stability 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 party customers over time. The strategic deployment of third party branded products
                                         helps us secure footholds into new markets and provides us with proprietary, deep understanding
                                         of end markets, consumer preferences and price points, which helps us to obtain insights
                                         into the local trends and consumer preferences. This unique knowledge helps us refine
                                         our strategy for our branded product offerings to cater to specific needs of each customer
                                         segment in those markets, hence allowing for greater chances of success. We have successfully
                                         used this strategy to increase our Amira branded 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 our core category,
                                         accounting for approximately 67.6% of our total revenue for the fiscal year ended March
                                         31, 2018, which stems from our strong presence 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 typically see concentrated market positions across most consumer categories. Additionally
                                         we believe that most of these markets have yet to fully realize the full potential of
                                         the premium/gourmet, specialty segments within the broader rice category. As a result,
                                         we believe that emerging markets across the Middle East, Africa and Asia, and developed
                                         markets such as the United States, the United Kingdom and Europe represent compelling
                                         growth opportunities for us in the near term. We believe that our unyielding focus on
                                         high quality, branded specialty rice will allow us to strengthen our market position
                                         over time. Our products are currently sold by major retailers in markets such as: Costco,
                                         Publix, Safeway Albertsons and Whole Foods in the United States; Morrisons, Tesco and
                                         Waitrose in the United Kingdom; and EDEKA, Kaufland and REWE in Germany. We plan to expand
                                         our footprint, building on our existing presence as well as increasing our penetration
                                         into new countries. In India, we believe that the increase in purchasing power resulting
                                         from population growth and an expanding middle class in India will create additional
                                         demand for our Basmati rice and value-added product offerings across all distribution
                                         channels. Our extensive distribution strength, stemming from more than 200 Indian distributors
                                         and 15 company managed distribution centers in India, will allow us to further capitalize
                                         on the extensive growth opportunities across 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 local management 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. We employ dedicated sales teams focused on promoting our products
                                         on a country and regional basis. This provides us with a superior interface with the
                                         customers, allowing us to better promote our products, respond better to consumer trends
                                         and preferences, align our value chain, consistently deliver superior products in a timely
                                         manner and further strengthen customer relationships. Outside of India, which we cover
                                         on a region-by-region basis, we have local teams in the United Kingdom, the United States,
                                         Europe and the Middle East. We will continue to invest in our local organization by further
                                         additions as we expand into new markets.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Drive
                                         Margin Expansion through further Vertical Integration and Operating Efficiencies.
                                         We have a highly flexible, vertically integrated supply chain and production model. We
                                         continuously strive to incorporate incremental elements of the value chain into the Amira
                                         owned operations, thereby capturing additional profitability upside and increased margins,
                                         while also retaining flexibility. We constructed what we believe was the first automated
                                         rice processing facility calibrated for Basmati rice in Gurgaon, Haryana, India in 1995.
                                         We made significant improvements to this facility and doubled our production capacity
                                         in 2010. We believe this facility remains one of the most sophisticated rice processing
                                         plants in India 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 early stage 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, we plan to continue to build on the success of our
                                         third party branded products in international markets to further develop our Amira branded
                                         product sales. In addition to penetrating new markets and increasing our presence in
                                         existing markets with our Amira branded and third party branded rice offerings, we are
                                         also focused on developing on new branded product offerings such as edible oils, organic
                                         categories, snacks and ready-to-eat meals to increase our relevance to consumers and
                                         drive further growth. We have leveraged our brand strength and diverse product offerings
                                         to allow us to sell 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 industry presents a wide range of opportunities for consolidation
                                         and entering new markets and consumer segments. We have a very selective approach towards
                                         inorganic growth which is based on an extensive assessment of the target company and
                                         the opportunity it presents in terms of growth and synergy extraction potential. For
                                         example, in December 2013, we entered the German market through our acquisition of AMIRA
                                         BASMATI RICE GMBH EUR, which sells its products under the Amira, Atry, Sadry, Sativa,
                                         Scheherazade and Sultan brand names into leading retailers such as Edeka, Metro and Rewe
                                         in Germany and in neighboring European countries. We further built upon that acquisition
                                         in March 2017, when our German 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 were one 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, India and expanded to include the trade and supply of lentils and other legumes to Indian government agencies. Throughout
the 1960s and 1970s, we focused on the processing and distribution of legumes. In 1978, we first established an international
business division which imported legumes. In 1985, we began to process and distribute Basmati rice in India and internationally.
In 1995, we constructed what we believe was the first automated rice plant in India which we have continuously upgraded to increase
capacity. In 2006, our Chairman and Chief Executive Officer, Mr. Karan A. Chanana, assumed responsibility for our operations.
Under his leadership, we have transitioned from a family owned and managed business to an international, professionally managed
business. We launched 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 were listed 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 of the
Company is located at 29E, A.U. Tower Jumeirah Lake Towers Dubai, United Arab Emirates. Since the completion of our IPO all our
operations are conducted 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 Amira
India, representing 80.4% of Amira India’s outstanding equity shares. Other than equity shares, Amira India has no other
class of equity outstanding, with or without voting rights. As a result, Amira Mauritius controls but does not wholly own Amira
India. This purchase by Amira Mauritius was funded with substantially 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 Mauritius purchased 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 in accordance 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 owned
by Mr. Karan A. Chanana, and his affiliates, including various companies controlled directly by Mr. Chanana and indirectly controlled
by him through members 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% (including share options granted and vested). On May 1, 2012, Mr. Karan A. Chanana, in his
individual capacity, entered into an agreement with a holder of 1,500,000 equity shares of Amira India (representing 2.2% of the
current outstanding equity shares of Amira India) to purchase such shares. This agreement provides that the purchase will be affected
when Indian regulatory approval for the purchase is obtained. The price per Amira India share that Mr. Karan A. Chanana will 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 as described below. Assuming such purchase has occurred, Mr. Karan A. Chanana’s ownership of
ANFI (including of his affiliates) stands at 65.0% (including share options granted and vested). As a result, an investor’s
ownership of our ordinary shares represents a smaller corresponding indirect ownership of Amira India 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 Mauritius
elect 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 Amira Mauritius consists of Mr. Karan A. Chanana, Mr. Druvnath Damry and Nazia Bibi Mungroo. Under the Indian
Companies Act, 2013, as amended, and the articles 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 its equity 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 India consists 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 Amira
India prior to the Amira Mauritius subscription (the “India Shareholders”) described above, have the right, subject
to the terms of the Exchange Agreement, to exchange all or a portion of their Amira India equity shares for, at our option, (1)
ANFI ordinary shares at an exchange ratio of 1.85 Amira India equity shares for one ANFI ordinary share, or (2) cash per Amira
India equity share in an amount equal to the product of the exchange ratio and the volume weighted average price per share on
the exchange upon which ANFI ordinary shares are 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 of such 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 as compared to the fair market value of ANFI and its subsidiaries.
The purpose of the Exchange Agreement is to provide the terms upon which Amira India equity shares may eventually be converted
into ordinary shares of ANFI at the option of the India Shareholders and to give us the flexibility to convert these Amira India
equity shares into ANFI ordinary shares prior to or upon a change of control in order to increase the returns of our shareholders
in the change of control.



In addition, in connection
with a change of control, we will have the right to exchange all Amira India equity shares held by the India Shareholders for,
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 India equity 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 to receive 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 is consummated. 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 as a group, represent all or substantially
                                         all of the consolidated business of ANFI or Amira India at that time, or any of their
                                         successors or other entities that own or hold substantially all the assets of ANFI, Amira
                                         Mauritius or Amira India and their respective subsidiaries (the “Amira Business”)
                                         that results in the shareholders or other equity holders of ANFI, Amira Mauritius, Amira
                                         India or the Amira Business, as the case may be, holding, directly or indirectly, less
                                         than fifty percent (50%) of the voting power of ANFI, Amira Mauritius, Amira India or
                                         the Amira Business, 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 substantially all the assets of ANFI,
                                         ordinary shares (or other equity interests) representing 50% of or more of the voting
                                         power of ANFI, or such successor or other entity, to a person or group (other than ANFI
                                         or any of its controlled subsidiaries), (2) with respect to Amira Mauritius or any successor
                                         or other entity owning or holding substantially all the assets of Amira Mauritius, equity
                                         interests representing 50% or more of the voting power of Amira Mauritius or such successor
                                         or other entity, to a person or group (other than ANFI or any of its controlled subsidiaries),
                                         (3) with respect to Amira India or any successor or other entity owning or holding substantially
                                         all of the assets of Amira India, equity shares representing 50% or more of the voting
                                         power of Amira India or such successor or other entity, to a person or group (other than
                                         ANFI or any of its controlled subsidiaries), other than the issuance of equity shares
                                         of Amira India to Amira Mauritius in accordance with the terms of the subscription agreement,
                                         or (4) with respect to the Amira Business, equity shares representing 50% or more of
                                         the voting power of the entities constituting the Amira Business, to a person or group
                                         (other than ANFI or any of its controlled subsidiaries), or
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the
                                         sale or other disposition, in one or a series of related transactions, of all or substantially
                                         all of the assets of ANFI, Amira Mauritius, Amira India 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 of Directors 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 its subsidiaries as compared to the fair market value of ANFI and its subsidiaries, or determined that such a
material change has occurred, the Board of Directors of ANFI will in good faith adjust the exchange ratio, determine the date
when the adjusted exchange ratio will apply, and provide written notice of the material 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 Indian regulatory
authorities. Further, any acquisition of Amira India’s equity shares by ANFI or Amira Mauritius from the India Shareholders,
by exchange or in cash, must comply with applicable pricing guidelines issued by the Reserve Bank of India from time to time,
and under current regulations, cannot be at a price 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 India Shareholder
(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 as those 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 of 1,500,000
equity shares of Amira India as described previously. This diagram does assume the exchange by the shareholders of Amira India
of any of their Amira 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, assumes the 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 XEATON5 Trust 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, the remaining 19.6% of Amira India that is not owned by ANFI has been reflected in our consolidated financial statements
as a non-controlling interest and accordingly, the profit after tax attributable to equity shareholders of ANFI has been reduced
by a corresponding percentage.



The
following table sets forth our significant subsidiaries** as of March 31, 2018:



|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 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 a 100% 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, which accounted 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
and edible oils, and are launching numerous additional rice, snack and ready to heat meal products. We are also engaged in the
institutional sale of bulk commodities 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
several types of rice, including AMIRA Brown Basmati, which is low-fat, cholesterol-free, high in fiber, and rich in vitamin B
and manganese, and our Parboiled Basmati Products, which have 80% of the nutrients found in brown rice. In addition, we have begun
to market Amira Smoked Basmati and Amira Organic Basmati 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 eat snacks and ready
to heat meals. A representative list of our products is set forth below.





|                             |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                          |                                                                   
|---------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------
|                             | Premium
    Basmati Rice                                                                                                                                                                                                                                              | Value
    Basmati Rice                                                                                                                                                                                                                                                                         | Other
    Specialty Rice                                                                                                                                                                                 | Other
    Product Adjacencies                                     
|                             |                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                          |                                                                   
|Brand/ Product
        Lines | •      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 Day Basmati Rice
        •      Everyday
        Basmati Rice
        •      Goodlength
        Broken Basmati Products
        •      Parboiled
        Basmati Products
        •      Banquet
        Rice | •      Thai
        Jasmine Rice
        •      Sharbati
        Aromatic Long Grain Rice
        •      Kheer
        Rice
        •      Khichdi
        Rice
        •      Sona
        Masoori Rice | •      Edible
        Oils
        •      Organic
        Products



37









|Product
        Features | •      Consists
        of the finest grains of aromatic Basmati
        •      Aged
        for as much as 12+ months
        •      More
        than doubles in size when cooked
        •      Rich
        taste and fragrant aroma | •      Consist
        of different types of high-quality rice such as a mix of Basmati rice varieties or a mix of broken rice
        •      Value
        alternative commonly used as an "everyday" Basmati and by restaurants or catering companies | •      Thai
        Jasmine:sourced from Thailand and has a fragrant aroma and chewy texture
        •      Sharbati
        Aromatic Long Grain:an everyday rice for daily consumption; often purchased by foodservice customers
        •      Kheer:formulated for rice pudding
        •      Khichdi:formulated for Indian and South Asian comfort food; also used as infant and toddler food
        •      Sona
        Masoori:aromatic and light 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 their
own brand through their own distribution networks. Our third party branded business is primarily focused on emerging markets where
the retail channel is highly fragmented. The following table shows examples of our third party branded rice products.





|                             | Third
    Party Basmati Rice                                                                                                                                                                                      | Third
    Party Non-Basmati Rice                                                                                                                                                           
|---------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             |                                                                                                                                                                                                                   |                                                                                                                                                                                            
|Brand/ Product
        Lines | •      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, Abidjan
|Product
        Features     | •      Consists
        of the finest grains of pure traditional aromatic Indian 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, soybean meal, 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 by Indian
retailers such as Bharti Retail, Big Bazaar, Metro Cash & Carry, Reliance Retail Limited, Spencer’s Retail and Star
Bazaar. We also sell in India to traditional 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 food service 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 sales visibility as they are made during January-March for delivery during the year. Our
institutional products are sold to large international and regional trading firms. 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, 2018 and 2017, respectively. Our
two largest customers or distributors accounted for approximately 28.7% and 10.7% of our revenue during the fiscal years ended
March 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 to eat 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 spring and,
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 is typically harvested between September and March. Basmati paddy available during this period is generally
of superior quality compared to paddy available during the off-season, although we also purchase small quantities of paddy in
the off-season to supplement our annual procurement and to benefit from lower paddy prices. Our Basmati procurement team purchases
paddy to be stored for aging and processing throughout the year from the major Basmati paddy production centers, including the
Indian states of Haryana, Punjab, Rajasthan, Uttarakhand, and Western Uttar Pradesh, either directly at the organized and government
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 agents for 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 and the
price of paddy could increase due to inadequate or delayed monsoons or heavy rains and high winds. We believe paddy is generally
available at reasonable, stable prices prevalent in the current market. We have not encountered any processing interruptions due
to paddy shortages since we commenced our Basmati operations in 1985.



Semi-Processed Rice Procurement



Semi-processed rice
procurement is done through approved vendors. These vendors are sourced through approved brokers with whom we have a historic
relationship. Vendors or suppliers are millers who have bought and aged non-Basmati rice. We purchase the semi-processed rice,
transport the product 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. We purchase
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 and drying it. Parboiling improves the nutritional profile of Basmati rice, causing it to retain more nutrients
than regular milled Basmati rice, and changes its texture so 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 months or 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 milled using 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 removed and retained. We sell broken Basmati rice as Amira branded “Every Day” Basmati rice at an economical
price compared to full grain Basmati rice. Byproducts produced as a result of processing the paddy are husk, bran and broken rice,
which we further process and sort to produce other Amira branded rice products such as Kheer and Kichdi rice and Amira Goodlength
Day to Day rice. Once the paddy products and the broken rice have been removed, the remaining rice is sorted 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 are
packaged 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,
the paddy bags are sample checked on arrival at storage locations to ensure that the paddy meets the quality specifications based
on our purchase. We have a fully equipped laboratory that checks quality at various stages of paddy procurement and rice processing.
In addition, after the rice has been processed, we inspect the rice to ensure that it meets our and our customers’ quality
standards. We have implemented strong measures throughout processing to ensure product quality and food safety. Our standardized
processing, product grading standards, monitoring and testing systems help to ensure consistent adherence to 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 an
ISO 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 Export Inspection Council of India.



We have organic certifications
for our rice products from Ecocert India Private Limited, an international certification body that certifies our compliance 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-managed distribution
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
growth opportunities across both traditional and Western-style modern retail locations. We support our sales force using a marketing
strategy including extensive media 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 regional marketing,
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, for example,
in 2015 the top 10 brands only accounted for approximately 11% of market share by value around the world. Competition in the rice
markets is principally on the basis of product selection, product quality, reliability of supply, processing capacity, brand recognition,
distribution capability and pricing. With respect to our Basmati rice, we compete with various types of competitors in the fragmented
and unorganized Basmati rice market, including other large Indian distributors and national rice brands, as well as, to smaller
businesses in India and around the world. Internationally, our major competitors are leading Indian overseas Basmati rice companies,
as well as non-India based companies that sell basmati and non-basmati rice. Basmati rice has historically only been grown successfully
in the Indian states of Haryana, Uttar Pradesh, Uttaranchal and Punjab, Rajasthan, Jammu and Kashmir, and in a part of the Punjab
region located in Pakistan which enjoy the climatic conditions required to successfully grow Basmati rice. A type of rice similar
to Basmati is 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 Marks Act, 1999 and other foreign
trademark and copyright legislations. The registration of a trademark is generally valid for ten years but can be renewed. In
addition, we have applied for the registration of the “Amira Food Connect” logo, “Make Something Beautiful,”
the “Amira Pure” label and “Amira” across certain other product categories. The registration of any trademark
in India is a time-consuming process, and there can be no assurance that any such registration will be granted. Further, 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 presumption favoring the ownership of the registered owner. Copyright registration in India gives copyright protection
in 165 other countries which are signatories to the Berne Convention.



In December 2013,
we entered the German market through our acquisition of Amira Basmati Rice Gmbh EUR, which sells its products under the Amira,
Atry, Sadry, Sativa, Scheherazade and Sultan brand names into leading retailers such as Edeka, Metro and Rewe in Germany and in
neighboring European countries. We further built upon that acquisition in March 2017, when our German 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.



We have also registered,
or are in the process of registering, trade names and trademarks internationally in various countries where our products are sold,
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 employees working in
our finance, accounting & legal department, 55 working in sales, marketing & distribution, 47 working in HR, IT &
administration, and 58 working in operations and processing facility. We have entered into employment agreements with all of our
fulltime employees that provide for termination of their employment upon delivery of two months’ severance or notice, and
that prohibit them from soliciting any of our other employees during or after their employment. There is a registered trade union
comprising a small number of workers at the processing facility. We consider our relations with our employees to 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
past subject to any material legal, arbitration or government proceedings (including proceedings pending or known to be contemplated)
that we believe could have 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
$10 million 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 for purposes of temporary warehousing and trans-shipment. Metro Eastern Trading Corp (“Metro
Eastern”) a registered “locator,” duly authorized and regulated by 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 Customs Code of the Philippines. To protect its interests, on June 8, 2012, Amira C Foods intervened in the proceedings
and argued that the COC lacked jurisdiction over the goods because they were never imported into the Philippines, but rather only
transshipped into the SSEZ. The COC upheld seizure of the rice shipment and forfeiture of the goods to the Philippines on grounds
that the shipment was imported into the Philippines without a valid import permit. This decision 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
all risks 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 in any 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 was declared
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’s legal 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 in escrow to be released to the final prevailing party. Should the CTA find the forfeiture to be
invalid, it will issue a ruling that the escrowed amount be released to 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 its evidence 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. The
complaints, which were subsequently consolidated, named the Company and certain of our current and former officers and directors
as defendants. The consolidated 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 the Exchange Act, generally alleging that certain statements in the Company’s
Registration Statement and certain subsequent Exchange Act filings were false and 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
the complaint in its entirety. The second amended class action complaint was also dismissed on August 12, 2016. The Plaintiffs
did not file a third amended complaint 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. The Plaintiff’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 the defendants 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 not believe 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 irrevocable
letter (“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 as required by the Irrevocable 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 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 amend and/or refinance the existing debt of Amira India to include the re-zoned real estate
as collateral. Our discussions with Amira India’s existing lenders regarding an amendment to the terms of the
existing debt agreements or a refinance are ongoing and we have already proposed them to reclassify the debt between real
estate and working capital. One of our financial lenders in India (part of the consortium banking arrangement, entered in
late 2015) has applied to 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. The Company 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, our results
may vary over reporting periods. We procure most of our Basmati paddy between September and March. Our business requires a significant
amount of working 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, we maintain substantial levels of working capital indebtedness that is
secured by this inventory. Our results of operations may also be impacted by fluctuations in foreign currency. See “Item
5. Operating and Financial Review and Prospects—Factors Affecting our Results of Operations—Foreign exchange fluctuations.”



Government Regulations Applicable to Our Business in India



The following description
is a summary of the material regulations and policies, which are applicable to our business in India.



Regulations Related to Agricultural Produce and Exports



The Government of
India, under the Foreign Trade (Development & Regulation) Act, 1992, or the Foreign Trade Act, together with the Foreign
Trade Policy, provides for development and regulation of foreign trade by facilitating imports into, and augmenting exports from
India, as a part of which it sets 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 of India may in the future reinstitute an MEP for Basmati rice. The Foreign Trade
Act empowers the Director General of Foreign Trade to advise the Government of India in formulation of export and import policy
and to implement such policy. The Foreign Trade Act prohibits any person from importing or exporting any goods without an importer-exporter
code number, granted by the Director General of Foreign Trade or an officer authorized by the Director General of Foreign 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 of
major 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, providing for
better regulation of the purchase, sale, storage and processing of agricultural produce, including rice, and the establishment
of established market areas for such produce known as “mandis”, each governed by a market committee, within the respective
state. Under the legislation, only persons with valid licenses are 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 agricultural and 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 of entry, 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 from
India through quality control and inspection. The Export Quality Act provides for establishment of export inspection council to
advise the Government of India regarding measures for quality control and inspection for commodities intended for export. The
Export Quality Act authorizes the Government of India to notify commodities which shall be subject to quality control and inspection
and specify the type of quality control or inspection applicable, and the agencies authorized to conduct quality control or inspection.
The Government of India also has power to obtain information from exporters, inspect their premises 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 Processed Food
Products Export Development Authority for the purpose of promotion and development of industries engaged in the export of certain
scheduled products, including cereal and cereal products, and registration of and filing of returns by persons exporting the scheduled
products. Under this act, the Government 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 Basmati Rice
(Quality Control and Inspection) Rules, 2003, or the Basmati Rice Rules. The Basmati Rice Rules provide for inspection of Basmati
rice by the Export Inspection Council to ascertain conformity with quality specifications prescribed by the Government of India.
An exporter intending to export a consignment of Basmati rice is required to register the contract with the Agricultural and Processed
Food Products Export Development Authority along with a declaration that adequate quality control has been exercised. On satisfying
itself that adequate quality controls have been exercised, the agency issues a certificate declaring 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) dated September 9,
2011, issued by the Ministry of Commerce and Industry of the Government of India, non-Basmati rice can again be exported from
India, subject to certain conditions specified in the notification.



Regulations Related to Food Quality



The Food Safety and Standards Act, 2006



The Food Safety and Standards Act, 2006,
or the FSS Act, provides for the establishment of the Food Safety and Standards Authority of India, or the Food Authority, which
lays down scientific standards for food and regulates the manufacture, storage, distribution, sale and import of food. The Food
Authority is also required to provide scientific advice and technical support to the Government of India and Indian state governments
in framing the Policy Rules and Regulations under the Act relating to food safety and nutrition. The FSS Act also sets forth regulations
relating to the license and registration of food businesses, general principles for food safety, responsibilities of food business
operators and liability of manufacturers and sellers, and provides for punishment, 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 permits
covering, among other things, water use and discharges, waste disposal and air and other emissions. Although we have implemented
procedures to comply with 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 any liability could exceed our insurance coverage. Violations
of environmental, health and safety laws may occur as a result of human error, accident, equipment failure or other causes.



Compliance with applicable environmental,
health and safety laws and regulations may be expensive, and the failure to comply could result in, among other things, the imposition
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 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 of these laws and regulations will likely be different from country to country.
We have made, and expect to continue to make, expenditures pursuant to such laws and regulations. Environmental, health and safety
laws could become more stringent over time, requiring us to change our operations 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 claims concerning
noncompliance, or liability arising thereunder, could significantly harm our results of operations or financial condition. Major
environmental laws applicable to our operations are set forth below.



The Environment (Protection) Act, 1986



The Environment (Protection)
Act, 1986, or the EPA, is an umbrella legislation which encompasses various environment protection laws in India. The EPA grants
the Government of India the power to take any measures it deems necessary or expedient for protecting and improving the quality
of the environment 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)) dated September 14,
2006, or the EIA Notification, which requires that prior approval of the Ministry of Environment and Forests, or the MoEF, or
the State Environment Impact Assessment Authority, or the SEIAA, as the case may be, be obtained for the establishment of any
new project and for expansion or modernization of existing projects specified in the EIA Notification. The EIA Notification states
that obtaining of prior environment clearance includes four stages: 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 commencing construction
activity or other land preparation. Certain projects which require approval from the SEIAA may not require an EIA report. For
projects that require 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 (other than 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 restore
water purity. The Water Act provides for one central pollution control board, as well as various state pollution control boards,
to be formed to implement its provisions. The Water Act debars any person from establishing any industry, operation or process
or any treatment and disposal system likely to discharge sewage 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 no
person shall, without prior consent of the State Pollution Control Board, establish or operate any industrial plant which emits
air pollutants in an air pollution control area. The Central Pollution Control Board and State Pollution Control Board constituted
under the Water Act perform similar functions under the Air Act 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 “air pollution 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
hazardous waste to dispose of such waste without harming the environment. Every occupier and operator of a facility generating
hazardous waste must obtain approval from the applicable State Pollution Control Board.



The occupier is liable
for damages caused to the environment resulting from the improper handling and disposal of hazardous waste and must pay any fine
that may be levied by the respective State Pollution Control Board.



The Plastic (Waste Management and Handling)
Rules 2011



The Plastic (Waste
Management and Handling) Rules 2011 take into account the significant growth in waste generation, predominantly in the form of
carry bags and multi-layered plastic packaging, and lays out procedures and guidelines for plastic waste collection, segregation
and disposal. The Plastic Rules include the stipulation of benchmarked standards for recycling facilities, mandatory pricing of
consumer carry bags given by retailers, a labeling scheme, 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 Policy and
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 in Dubai,
Germany, Malaysia, Singapore, the United Kingdom and two offices in the United States), 15 distribution centers in India, 9 warehouse
facilities in India, 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 installed
hourly 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 in Karnal, Haryana, India on which we intend to build a new processing facility should we be successful
in locating financing. When completed, we expect our facilities 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 financial statements
and the notes to those financial statements appearing elsewhere in this Annual Report. This discussion contains forward-looking
statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Forward-Looking
Statements” and “Item 3D. Risk Factors” 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 across five
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 only in the geographically indicated region of the Indian sub-continent, as well as other specialty rice. We sell
our products under our flagship Amira brand, as well as under other Company owned brands and third party brands. We have expanded
our product offerings in recent years to include other value-add categories such as edible oils and organics. We also sell other
products such as wheat, barley, legumes and other produce to large institutional customers. Our fourth generation leadership has
built on a rich, century-old legacy and transformed Amira from a local family-run business to a publicly-listed globally focused
packaged food company with a global leadership position in the high growth Basmati rice sector. Under our current leadership,
we significantly expanded our footprint in India and internationally. We completed an initial public offering (“IPO”)
in October 2012 and our shares are listed on the New York 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 concentration
in 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 pricing and increasing consumption patterns. The global rice market represented
approximately $275 billion in value based on benchmark rice export prices for the international rice trade, according to statistics
from Horizon Research in 2012. The Indian rice industry was valued at approximately $50 billion in wholesale prices in 2013 according
to the CRISIL equity research report on the Indian rice industry. CRISIL has also estimated the Indian Basmati rice market to
be approximately $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 APEDA Agri-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 are currently
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 Whole Foods. 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 long standing network of distributors, third party branded partners and institutional customers who sell our products throughout
the world. Our third party branded business is often conducted under contracts with our customers, which enable us to have a high
degree of visibility on our sales, volumes, margins and profitability.



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 reduced demand 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, and accounted
for 65.3%, 50.1% and 56.4% respectively, of our revenue in these periods. We sold our products to customers across five continents
and significant 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 |         | 
|Asia Pacific (excluding India) |  |                       | 1.5   |  |         |  | 6.1   |         | 
|North America                  |  |                       | 50.1  |  |         |  | 27.7  |         | 
|Total                          |  |                       | 270.4 |  |         |  | 276.6 |         | 



We plan to expand
our international operations into additional countries in the near future. Our international sales are dependent on general economic
conditions in our various international markets and regulatory policies and governmental initiatives of these jurisdictions relating
to the import of Basmati 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 the size 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 Amira branded
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 Retail Limited, Big Bazaar, Metro Cash & Carry, Spar, Spencer’s Retail and Star Bazaar (Tesco
in India), Walmart, and by global retailers including both emerging and 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 products have increased as a percentage of revenue in recent years, and we believe that the expansion of our distribution
network and arrangements with large retail chains 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 them
and enter other international markets with our Amira branded product offerings. From our existing international operations, we
have gained a deep understanding of end markets and consumer preferences which helps us to shape our strategy for branded products.
We plan to continue to expand our international 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 due to 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 maintain substantial levels of short term indebtedness, primarily in the form of secured revolving credit facilities that are
secured primarily by this inventory. As of March 31, 2018, 2017 and 2016, we had $250.2 million, $224.4 million and $209.4 million
of total indebtedness, respectively, of which 100% had floating rates of interest. Any fluctuations in interest rates may directly
affect the interest costs of such loans, and could harm our results of operations. For more information, 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 capacity
from 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 provide additional 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 the three 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 our total milling and sorting capacity reaching
approximately 60 metric tons per hour. Our future expansion plans are expected to require additional capital expenditures. 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 cost of raw
materials used in our production process and our ability to procure sufficient good quality Basmati paddy and ungraded rice, which
is semi-processed rice where the husk has been removed but the rice has not been fully processed. Cost of material, which includes
the costs of finished goods sold that have been consumed during the period by adjusting for any increase or decrease in our finished
goods inventory, constitutes the largest component of our expenditures 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 grown once a year, we are required to complete most
of our annual procurement during the period between September and March. Basmati paddy available during this period is generally
of superior quality compared to paddy available during the off-season. We purchase small quantities of paddy in the off-season
to supplement 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 Basmati paddy could
decrease due to inadequate or delayed monsoons or heavy rains and high winds. The price of Basmati paddy procured by us depends
on the variety of Basmati paddy we purchase, which is primarily determined by the demand for specific Basmati rice varieties.
The price of Basmati paddy also depends on the quality of that season’s crop, which depends on weather conditions and the
amount of monsoon or seasonal rainfall, and prevailing Indian and international demand, particularly during the paddy harvesting
season. In determining the quantity and price of Basmati paddy that we purchase, we rely on the historic demand and supply of
particular Basmati varieties, estimates and forecasts of demand based on market information through continuing interaction with
significant customers, and expectation of the supply, quantity, quality and price of Basmati paddy based on information from farmers
and our 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 extent
Euros, 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 the
Rupee against the U.S. dollar and other foreign currencies could cause our products to be more competitive in international markets
compared to our competitors from other countries. Appreciation of the Rupee could also cause our products to be less competitive
by raising our prices in terms of such other currencies, or alternatively require us to reduce the Rupee price we charge for international
sales, either of which could harm our profitability. Our foreign currency exchange risks arise from the mismatch between the currency
of a substantial majority of our revenue and the currency of a substantial portion of our expenses, as well as timing differences
between receipts and payments which could result in an increase of any such mismatch. We have historically entered into forward
foreign exchange contracts taken against sales contracts to hedge against our foreign exchange rate risks in connection with our
international sales. There were no Forward foreign currency exchange contracts outstanding as of March 31, 2018 and 2017 and there
were $16.5 million Forward foreign currency exchange contracts outstanding as of March 31 2016 respectively. Our results of operations
have been impacted in the past and may be impacted by such fluctuations in the future. For example, the Indian Rupee depreciated
significantly against the U.S. dollar during fiscal 2018, and this nature of depreciation 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 both Indian
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 of finished 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 for specific
Basmati rice varieties. The price of Basmati paddy also depends on the quality of that season’s crop, which depends on weather
conditions and the amount of monsoon or seasonal rainfall, and prevailing Indian and international demand, particularly during
the paddy harvesting season. We also procure aged rice typically after the paddy procurement season is over based on our requirements
from time to time, which we then further process, polish, sort and grade before selling it to our customers.



Employee 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 and bonuses,
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 as trademarks 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, material handling
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 exported products,
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 to expand
our sales and marketing efforts, improve our information processes and systems and implement the financial reporting, compliance
and other infrastructure 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 fund working
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 which
we maintain our accounts, and the U.S. dollar, in which a portion of our revenue is denominated or other currencies in which our
indebtedness 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 gain or 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 of financial 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 will
continue 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 instruments
used for hedge accounting are recognized and measured at fair value. Changes in the fair value of the derivative hedging instruments
designated as a cash flow hedge are recognized in other comprehensive income and held in cash flow hedging reserve, a component
of equity to the extent that the hedges are effective. To 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 of profit or
loss upon the occurrence of the related forecasted transaction. If the forecasted transaction is no longer expected to occur,
such cumulative balance is immediately recognized in the consolidated statements of profit or loss. Previously, before March 31,
2012 such derivative financial instruments were not designated 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, Amira Nature
Foods Ltd, Mauritius (“Amira Mauritius”) for 53,102,500 equity shares of Amira Pure Foods Private Limited (“Amira
India”), representing 80.4% of the 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
Report include our and Amira India’s assets, liabilities, revenues and expenses, which have been recorded at their carrying
values and retrospectively adjusted for all periods 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         |             
|Revenue                                                   |  | $                      | 413,901,480 
|Other income                                              |  |                        | 5,031,827   
|Cost of materials                                         |  |                        | (373,451,132
|Change in inventory of finished goods                     |  |                        | (106,193,580
|Employee benefit expenses                                 |  |                        | (6,797,731  
|Depreciation and amortization                             |  |                        | (1,617,118  
|Freight, forwarding and handling expenses                 |  |                        | (2,535,261  
|Other expenses                                            |  |                        | (12,705,159 
|                                                          |  | $                      | (84,366,674 
|Finance costs                                             |  |                        | (34,108,621 
|Finance income                                            |  |                        | 29,669      
|Other gains and
    (losses)                              |  |                        | 4,908,564   
|Profit/(loss) before
    tax                              |  | $                      | (113,537,062
|Income tax expense                                        |  |                        | 19,941,298  
|                                                          |  |                        |             
|Profit/(loss) after
    tax for the year                  |  | $                      | (93,595,764 
|Profit/(loss) after tax for the year
    attributable to: |  |                        |             
|Shareholders of the Company                               |  |                        | (78,222,174 
|Non-controlling interest                                  |  |                        | (15,373,590 
|                                                          |  |                        |             
|Earnings per share                                        |  |                        |             
|Basic earnings per share                                  |  | $                      | (2.30       
|Diluted earnings per share                                |  | $                      | (2.30       





| | (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 remaining 19.6% 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 remaining
                                         19.6% of Amira India that is not owned by us, by the number of our weighted average outstanding
                                         ordinary shares adjusted by the dilutive impact of equivalent 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
                                         (in FY2016) 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 Financial Measures”.



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 decline
was primarily driven by decrease sale volume in the Company’s India markets and to an extent in International markets business.
The decline has been partly set off by increase in price realisations for basmati and non-basmati. Notably, two of our key markets,
India and UAE implemented country-wide indirect taxes (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 period in
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% of total 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 the second 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’s institutional 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. Revenue decline
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 by approximately 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 an extent 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, primarily due to
lower sales volumes, as well as lower pricing for institutional products sold internationally to our institutional customers which
were offset in part by higher 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 with its buyers and suppliers involving sales and purchase of basmati rice worth $93.2 million. Although
the sales was originated and generated by the business of Indian company, in accordance with IAS 18 and after careful evaluation
of underlying documents, the group concluded and determined, that it acted primarily as an agent in those transactions. In accordance
with IAS 18 Revenue recognition, the group has decided to recognize the net commission income from 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 |             |  | %       | 
|India                          |  |                     | 143,515,397 |  |         | 
|EMEA                           |  |                     | 218,805,726 |  |         | 
|Asia Pacific (excluding India) |  |                     | 1,465,763   |  |         | 
|North America                  |  |                     | 50,114,594  |  |         | 
|Total                          |  |                     | 413,901,480 |  |         | 





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 commission income (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 $456.7 million
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 in inventory 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 qualitative
deterioration. However, this year we identified certain deterioration in quality of inventories primarily due to large number of
warehousing facilities spread across India, the mismatch in cash-to-cash cycle and sporadic unfavourable weather conditions. The
management believes these are one-time events driven largely by macro-economic conditions as also, by uncontrollable external factors.
This deterioration in quality of inventory results into a higher percentage of broken rice content upon processing. The management
has decided, consciously and conservatively, to recognise a provision for impairment of inventories 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
on sales 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 of impairment 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 reduction
in 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 fiscal 2017. 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 fiscal 2017.



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, other expenses
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
our debt 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 marketable securities.



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 a stronger
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.
This decrease 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 tax liability
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 liability method on temporary differences between the 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 $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 as explained 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 decline was
primarily driven by decreased volumes in the Company’s international emerging markets business that management team believes
to be short term in nature, 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 for Basmati 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
period in 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 in 2016. Third party branded sales were $260.2 million in fiscal 2017 compared to $260.6 million
in fiscal 2016. Sales to the Company’s institutional customers 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. Revenue growth
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 by approximately 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 higher volumes 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 by higher volumes of Basmati rice.



A breakdown of our
revenue by geographic region is as follows:



|Region                         |  | FY 2017                 |       |  | FY 2016 | 
|------------------------------ |  | ----------------------- | ----- |  | ------- | 
|                               |  | Amount in $
    million |       |  | %       | 
|India                          |  |                         | 275.2 |  |         | 
|EMEA                           |  |                         | 242.8 |  |         | 
|Asia Pacific (excluding India) |  |                         | 6.1   |  |         | 
|North America                  |  |                         | 27.7  |  |         | 
|Total                          |  |                         | 551.8 |  |         | 



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 $454.5 million
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 reduction
in 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 a percentage 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 sales which 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, other expenses
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, and reduction 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
our debt 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 marketable securities.



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 a stronger
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 primarily
due to a decrease in revenue and increase in cost of material margins. Additionally, the company had elevated spending on legal
and professional expenses driven 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 fiscal 2016
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 tax liability of $4.5 million as of March 31, 2017. Deferred income taxes are calculated using a balance sheet liability
method on temporary differences between the 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 ending September
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 table presents unaudited half yearly financial information for each of our last four interim periods on a historical
basis. We believe the half yearly information contains all adjustments necessary to fairly present this information. The operating
results for any interim period are not necessarily indicative of the results for any future period.



58











|                                              |  | FY
    2018          |              |   | FY
    2017            | 
|--------------------------------------------- |  | -------------------- | ------------ | - | ---------------------- | 
|                                              |  | Six
    months ended |              |   | Six
    months ended   | 
|                                              |  | March
    31, 2018*  |              |   | September
    30, 2017 | 
|Revenue                                       |  |                      | 184,971,844  |   |                        | 
|Other
    income                              |  |                      | 5,012,717    |   |                        | 
|Cost of material                              |  |                      | (148,189,775 | ) |                        | 
|Change
    in inventory of finished goods     |  |                      | (143,153,777 | ) |                        | 
|Employee
    benefit expenses                 |  |                      | (3,494,611   | ) |                        | 
|Depreciation
    and amortization             |  |                      | (786,280     | ) |                        | 
|Freight,
    forwarding and handling expenses |  |                      | (1,627,670   | ) |                        | 
|Other
    expenses                            |  |                      | (6,472,653   | ) |                        | 
|                                              |  |                      | (113,740,206 | ) |                        | 
|Finance
    costs                             |  |                      | (17,113,806  | ) |                        | 
|Finance
    income                            |  |                      | 974          |   |                        | 
|Other
    gains and (losses)                  |  |                      | 4,234,887    |   |                        | 
|Profit/(loss)
    before tax                  |  |                      | (126,618,151 | ) |                        | 
|Income
    tax (expense)/credit               |  |                      | 21,499,609   |   |                        | 
|Profit/(loss)
    after tax                   |  |                      | (105,118,542 | ) |                        | 





*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 fiscal year
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 relevant
benchmark 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 financing arrangements



The weighted average interest rates (including
corresponding bank processing charges and fees for bank-related facilities) for each of the reporting periods were as follows:



|                                          |  | Terms of Interest          |  | Fiscal
    year ended March 31, |      
|----------------------------------------- |  | -------------------------- |  | ------------------------------- | -----
|                                          |  |                            |  | 2018                            |      
|Secured revolving credit facilities       |  | Floating Rates of Interest |  |                                 | 14.7 
|Other facilities                          |  | Floating Rates of Interest |  |                                 | 12.45
|Related party debt – Mr. Karan A. Chanana |  | Fixed Rate of Interest     |  |                                 | 11.6 
|Related party debt – Others               |  | Fixed Rate of Interest     |  |                                 | 9.4  
|Term loans                                |  | Floating Rate of Interest  |  |                                 | 18.30
|Vehicle loan                              |  | Fixed Rate of Interest     |  |                                 | 4.62 
|Trade payables                            |  | Fixed Rate of Interest     |  |                                 | -    





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 of
Commerce, Indian Overseas Bank, Yes Bank, Bank of India, State Bank of India, State Bank of Hyderabad, Bank of Baroda, Vijaya
Bank, Punjab National Bank 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 the banks 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 of Amira
India, including property, plant and equipment, and supported by personal guarantees issued by Mr. Karan A. Chanana (our Chairman and
Chief Executive Officer) and Ms. Anita Daing
(a former Director of Amira Pure Foods Private Limited “APFPL”). Mr. Karan A. Chanana and Ms. Anita Daing (a former
Director of Amira Pure Foods Private Limited “APFPL”) have issued personal guarantees in favor of Canara Bank, the
lead bank of a consortium of 11 banks that granted Amira India its outstanding secured revolving credit facilities. Under these
personal guarantees, Mr. Karan A. Chanana and Ms. Anita Daing (a former Director of Amira Pure Foods Private Limited “APFPL”)
have guaranteed the repayment of the secured revolving credit facilities, up to a sum of 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 Private
Limited “APFPL”), who are obligated under the terms of the personal guarantees to make such payment. Ms. Anita Daing
was a director of Amira India until May 23, 2016.





Additionally, personal
guarantees containing similar terms have been issued by Mr. Karan A. Chanana and Ms. Anita Daing in favor of ICICI Bank for 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 Restated Memorandum
and Articles of Association and indemnification agreements entered into with such directors and officers. Such indemnification
includes indemnification 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 of March 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 profits relating 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 had occurred 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 normal course 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 sources
of 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. Our trade
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 future
periods, 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 and
other short and long-term loans will be sufficient to meet our anticipated regular working capital requirements and our needs
for capital expenditures for at least the next 12 months. We may, however, require additional cash resources to fund the development
of our new processing facility or to respond to changing business conditions or other future developments, including any new investments
or acquisitions we may decide to pursue.



Since we are currently
a holding company, we do not generate cash from operations in order to fund our expenses. Restrictions on the ability of our subsidiaries
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 the event that ANFI requires additional cash resources, we may conduct certain international operations or transactions through
ANFI using transfer pricing principles 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 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 is owned by the Indian Company. Approximately, 9 acres of the total of 17 acres of factory land has already
been converted and licensed as residential 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
of injecting 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 our
debt 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 Indian Company 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                            |      
|                                                              |  | (Amount in $ million)           |      
|Net cash generated from/(used
    in) operating activities    |  |                                 | (28.4
|Net cash generated from/(used in) investing
    activities    |  |                                 | 1.4  
|Net cash generated from/(used in) financing
    activities    |  |                                 | 7.6  
|Effect of change
    in exchange rate on cash and equivalents |  |                                 | 3.7  
|Net
    increase/(decrease) in cash and cash equivalents      |  |                                 | (15.6
|Cash and cash equivalents at the beginning
    of the year    |  |                                 | 16.8 
|Cash and cash equivalents
    at the end of the year          |  |                                 | 1.2  





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 fiscal 2017.





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
cash flows from or (used in) operations. While management of working capital, including timing of collections and payments, affects
operating results only indirectly, 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 was primarily
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 was primarily
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 incurrence of 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
of short-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                      |      
|                                              |  | (Amount in
    $ million)  |      
|Long-Term
    Debt Obligations:               |  |                            |      
|Current
    portion of Long Term Debt         |  |                            | 1.4  
|Non-Current
    portion of Long Term Debt     |  |                            | 0.1  
|Interest
    liability                        |  |                            | 0.2  
|Total
    Long-Term Debt Obligations (A)      |  |                            | 1.7  
|Operating
    Lease Obligations (B)           |  |                            | 0.3  
|Short-Term
    Debt Obligations:              |  |                            |      
|Current
    Debt                              |  |                            | 250.2
|Less:
    Current portion of Long-Term Debt   |  |                            | (1.4 
|Trade
    Payables                            |  |                            | 11.7 
|Other
    Financial Liabilities               |  |                            | 7.3  
|Total
    Short-Term Debt Obligations (C)     |  |                            | 267.8
|                                              |  |                            |      
|Total
    Contractual Obligations (A)+(B)+(C) |  |                            | 269.8





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, if not
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 – Note 6”.



New standards/amendments relevant for
the Group adopted from April 1, 2016 and new standards/amendments issued but not yet effective relevant for the Group



Information relating
to “New standards/amendments relevant for the Group adopted from April 1, 2016” and “New standards/amendments
issued but not 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 per
share, 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 accordance with 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 dilutive impact
of share options granted) for the applicable period and the ordinary shares subject to the exchange agreement between us and the
non-controlling shareholders 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 a consistent
basis, as a measure for planning and forecasting overall expectations, for evaluating actual results against such expectations
and as a performance evaluation metric, including as part of assessing and administering our executive and employee incentive
compensation programs. We believe that the use of EBITDA and adjusted EBITDA as non-IFRS measures facilitates investors’
assessment of our operating performance from period to period and from company to company by backing out potential differences
caused by variations in items such as capital structure (affecting relative finance or interest expenses), the book amortization
of intangibles (affecting relative amortization expenses), the age and book value of property and equipment (affecting relative
depreciation expenses) and other non-cash expenses. We also present these non-IFRS measures because we believe they are frequently
used by securities analysts, 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 measures have 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 the future, 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 believe these
measures provide additional metrics to evaluate our operations and, when considered with both our IFRS results and the reconciliation
to profit after tax, basic and diluted earnings per share, working capital and total current and non-current debt, respectively,
provide a more complete understanding of our business than could be obtained absent this disclosure. We also believe that these
non-IFRS financial measures are useful to investors in assessing the operating 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                            |            
|                                                    |  | (Amount in $)                   |            
|Profit/(loss) after tax (PAT)                       |  |                                 | (93,595,764
|Add: Income tax expense                             |  |                                 | (19,941,298
|Add: Finance costs (net of finance income)          |  |                                 | 34,078,952 
|Add: Depreciation and amortization                  |  |                                 | 1,617,118  
|EBITDA                                              |  |                                 | (77,840,992
|Add: Non-cash expenses for share-based compensation |  |                                 | 1,205,809  
|Add: One-time provision for impairment of inventory |  |                                 | 133,984,426
|Add: One-time legal & professional charges          |  |                                 | 1,695,323  
|Adjusted EBITDA                                     |  |                                 | 59,044,566 



64







| | 2. | Reconciliation
                                         of profit after tax to adjusted profit after tax (excluding IPO-related expenses):
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------



|                                                                   |  | Fiscal year ended March
    31, |            
|------------------------------------------------------------------ |  | ------------------------------- | -----------
|                                                                   |  | 2018                            |            
|                                                                   |  | (Amount in $)                   |            
|Profit/(loss) after
    tax (PAT)                                  |  |                                 | (93,595,764
|Add: Non-cash expenses for share-based compensation                |  |                                 | 1,205,809  
|Add: One-time provision for impairment of inventory (net of taxes) |  |                                 | 87,164,908 
|Add: One-time legal & professional charges                         |  |                                 | 1,695,323  
|Adjusted
    profit/(loss) after tax                               |  |                                 | (3,529,724 



| | 3. | Reconciliation
                                         of earnings per share and adjusted earnings per share:
| | -- | --------------------------------------------------------------------------------------------------------------





|                                                                                             |  |  |                 |  |  | Fiscal
    year ended March 31, |                                                       
|-------------------------------------------------------------------------------------------- |  |  | --------------- |  |  | ------------------------------- | ------------------------------------------------------
|                                                                                             |  |  |                 |  |  | 2018                            |                                                       
|                                                                                             |  |  |                 |  |  |                                 | (Amount
                                         in $)
|                                                                                             |  |  |                 |  |  |                                 |                                                       
|Profit/(loss) after
    tax (PAT)                                                            |  |  |                 |  |  |                                 | (93,595,764                                           
|Profit attributable to Shareholders of the company                                           |  |  | (A)             |  |  |                                 | (78,222,174                                           
|Weighted average number of shares (for Basic earnings per share)                             |  |  | (B)             |  |  |                                 | 34,064,348                                            
|Weighted average number of shares (for diluted earnings per share)                           |  |  | (C)             |  |  |                                 | 34,064,348                                            
|Basic earnings per share as per IFRS                                                         |  |  | (A) ÷ (B)       |  |  |                                 | (2.30                                                 
|Diluted earnings per share as per IFRS                                                       |  |  | (A) ÷ (C)       |  |  |                                 | (2.30                                                 
|                                                                                             |  |  |                 |  |  |                                 |                                                       
|Share Issuable under share exchange agreement for
    non-controlling interest               |  |  | (D)             |  |  |                                 | 7,005,434                                             
|Number of shares outstanding
    including shares for non-controlling interest-fully diluted |  |  | (E) = (C) + (D) |  |  |                                 | 41,069,782                                            
|                                                                                             |  |  |                 |  |  |                                 |                                                       
|Profit/(loss) after tax (PAT)                                                                |  |  |                 |  |  |                                 | (93,595,764                                           
|Add: Non-cash expenses for share-based compensation                                          |  |  |                 |  |  |                                 | 1,205,809                                             
|Add: One-time provision for impairment of inventory
    (net of taxes)                       |  |  |                 |  |  |                                 | 87,164,908                                            
|Add: One-time legal & professional charges                                                   |  |  |                 |  |  |                                 | 1,695,323                                             
|Adjusted profit/(loss) after
    tax                                                         |  |  | (F)             |  |  |                                 | (3,529,724                                            
|                                                                                             |  |  |                 |  |  |                                 |                                                       
|Adjusted earnings per share                                                                  |  |  | (F) ÷ (E)       |  |  |                                 | (0.09                                                 





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                            | 
|                                                                           |  | (Amount in $) |            
|Current assets:                                                            |  |               |             |  |                                 | 
|Inventories                                                                |  |               | 161,278,863 |  |                                 | 
|Trade receivables                                                          |  |               | 258,331,963 |  |                                 | 
|Derivative financial assets                                                |  |               | -           |  |                                 | 
|Other financial assets                                                     |  |               | 3,612,232   |  |                                 | 
|Prepayments                                                                |  |               | 65,977,255  |  |                                 | 
|Other current assets                                                       |  |               | 1,170,200   |  |                                 | 
|Cash and cash equivalents                                                  |  |               | 1,216,642   |  |                                 | 
|Total current assets                                                       |  |               | 491,587,155 |  |                                 | 
|                                                                           |  |               |             |  |                                 | 
|Current liabilities:                                                       |  |               |             |  |                                 | 
|Trade payables                                                             |  |               | 11,741,143  |  |                                 | 
|Debt                                                                       |  |               | 250,204,044 |  |                                 | 
|Current tax liabilities (net)                                              |  |               | -           |  |                                 | 
|Derivative financial liabilities                                           |  |               | -           |  |                                 | 
|Other financial liabilities                                                |  |               | 7,285,473   |  |                                 | 
|Other current liabilities                                                  |  |               | 871,160     |  |                                 | 
|Total current liabilities                                                  |  |               | 270,101,820 |  |                                 | 
|                                                                           |  |               |             |  |                                 | 
|Working Capital (Total current
    assets minus Total current liabilities) |  |               | 221,485,335 |  |                                 | 
|Less: Cash and cash equivalents                                            |  |               | 1,216,642   |  |                                 | 
|Add: Current debt                                                          |  |               | 250,204,044 |  |                                 | 
|Adjusted net working capital                                               |  |               | 470,472,737 |  |                                 | 





| | 5. | Reconciliation
                                         of total current and non-current debt to net debt:
| | -- | ----------------------------------------------------------------------------------------------------------





|                                                   |  |                   |             |  | Fiscal
    year ended March 31, | 
|-------------------------------------------------- |  | ----------------- | ----------- |  | ------------------------------- | 
|                                                   |  | 2018              |             |  | 2017                            | 
|                                                   |  | (Amount in
    $) |            
|Current debt                                       |  |                   | 250,204,044 |  |                                 | 
|Non-current debt                                   |  |                   | 27,430      |  |                                 | 
|Total current and non-current
    debt as per IFRS |  |                   | 250,231,474 |  |                                 | 
|Less: Cash and cash equivalents                    |  |                   | 1,216,642   |  |                                 | 
|Net debt                                           |  |                   | 249,014,832 |  |                                 | 





| | 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 |  | Position                                                              
|------------------------- |  | --- |  | ----------------------------------------------------------------------
|Karan A. Chanana          |  | 45  |  | Chairman of the Board of Directors and Chief
        Executive Officer
|Varun Sethi               |  | 36  |  | Chief Financial Officer                                               
|Neal Cravens(1)(2)(3)*    |  | 65  |  | Independent Director                                                  
|Robert Wagman(1)(2)(3)    |  | 54  |  | Independent Director                                                  
|Nathalie Dauriac*         |  | 40  |  | Independent Director                                                  
|Harash Pal Sethi(1)(2)(3) |  | 68  |  | Independent Director                                                  
|Rajesh Arora              |  | 53  |  | Managing Director of Amira India                                      
|Alireza 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 Mohit Malik 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. His employment agreement as CEO of ANFI expired in July 2017 and has since not been renewed. Mr. Chanana became
Chief Executive Officer of Amira India in 2006 and has been a Director of Amira India since 1994. Mr. Chanana has previously
served as the Chairman for the Food Processing Value Addition Council of the Associate Chamber of Commerce and Industry of India
and as a member of various committees of the Confederation of Indian Industries, including the Agricultural 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, Varun
Sethi has worked for Amira, as part of its corporate finance and financial reporting team. From November 2015 to September 2016,
Varun Sethi worked for Protiviti Consulting (formerly Arthur Anderson Consulting) based in Delhi NCR providing transaction and
financial advisory services involving accounting advisory for International Financial Reporting Standards (“IFRS”)
and U.S. Generally Accepted Accounting Principles (“GAAP”) for Indian and multinational clients. Varun Sethi has also
held positions at Ernst & Young and Grant Thornton in India. Varun Sethi’s professional experience includes capital
markets and transactions advisory, financial due diligence and valuations, IFRS & US GAAP accounting advisory for Indian and
multinational companies, statutory audit and risk audits of businesses. His experience spans consulting projects in sectors including
consumer goods and services, real estate, pharmaceuticals and manufacturing sectors.  Mr. Varun Sethi received his Chartered
Accountancy degree from Institute of Chartered Accountants of India (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 Cravenshas been
a member of our Board of Directors since October 2012. Previously, Mr. Cravens served as the Chief Financial Officer of Cott
Corporation, a leading global supplier of private label soft drinks from 2009 to 2012. From 2005 to 2009, he served in various
capacities including Chief Financial Officer of Advantage Sales and Marketing LLC, a consumer products broker, Chief Financial
Officer of Almatis, a leading global supplier of specialty alumina and Senior Vice President of Finance at Warner Music Group.
Mr. Cravens also held a variety of roles from 1978 through 2000 at Seagram Company Ltd., the beverage, consumer products,
and media & entertainment company, including senior Vice President of Finance, Chief Accounting Officer and Vice President
of planning, mergers and acquisitions. He also served as Executive Vice President and Chief Financial Officer of Seagram’s
Tropicana and Universal Music Group divisions. While at Seagram, Mr. Cravens had responsibility for SEC reporting, managing
credit facilities, conducting equity and debt financings, strategic planning and M&A. Mr. Cravens received a Bachelor’s
degree from the University of Kentucky in 1974 and a M.B.A. from the University 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 Sethihas been
a member of our Board of Directors since November 2013. He brings with him over 40 years of experience in the areas of finance,
accounting, corporate finance, cross-border investments, investment advisory and structuring of joint ventures in the UK, Europe,
the Middle East 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 at Blenheim Equity LLP since 2005 and Blenheim Windfarms LLP since 2007
focusing on equity and financing transactions for European wind and solar projects. He is the chairman of the JKS Restaurant Group,
which owns and manages restaurants in the UK and Europe, and advises on international opportunities for diversification and development.
Mr. Sethi has also been a director of Euro Afro Financial Holdings Limited, an investment holding company 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
degree from Delhi University, India in 1971. He also qualified as a Chartered Accountant in 1976 from the Institute of Chartered
Accountants in England & Wales and 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 North America’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 of October
16, 2018. Mr. Malik graduated in Law (LLB) from prestigious Delhi University and practices law since 1984. He has served as
the past President of Gurgaon Chamber of Industry & Commerce and is presently serving as the Executive Member of the
Chamber. He is an accomplished professional and has over 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, Nathalie Dauriac 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 its Chief Executive Officer until December 2014.Nathalie Dauriac received a Post-Graduate Diploma in Management
Studies from Queens College, Cambridge University 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 Arorais 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 Accountants of India. He received a Bachelor of Commerce, with Honors, from Delhi University in 1985.



Mr. Alireza
Yazdijoined the Company in 2008 as a Vice President of Amira I Grand Foods Inc., USA with more than 20 years of experience
in the operation, 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 and was 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 Securities Exchange
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 have elected 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 of Directors
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, for their 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 as independent 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 for his 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 in connection 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                                                                                                                      |  |                        | -   |  |             | 
|Cash Bonus                                                                                                                         |  |                        | -   |  |             | 
|Equity-Based Compensation (non-cash expense – see “Item 18. Financial Statements”;
    under Note 19.1 “Share-based compensation”) |  |                        | -   |  |             | 
|Other Compensation                                                                                                                 |  |                        | -   |  |             | 
|Total                                                                                                                              |  |                        | NIL |  |             | 



*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 an initial 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 other party 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 and appointed 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 the Company. Previously Mr. Chanana had
a similar role and had an agreement with Amira C Foods International DMCC which was replaced by the employment agreement dated
June 14, 2012. The terms of his employment agreement that expired on June 13, 2017, with ANFI, are detailed below. Based upon
the Amended and Restated Memorandum and Articles of Association, Mr. Chanana is the Chief Executive Officer of the Company despite
the expiration of the Employment 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 was also reimbursed
for all business and travel expenses, annual living expenses of $120,000 and a discretionary annual target bonus of $351,000 based
on the achievement of certain performance objectives. Additionally, on October 15, 2012, upon the closing of our IPO, Mr. Chanana
was granted an option pursuant to our contemplated 2012 Omnibus Incentive Plan to purchase such number of ordinary shares of ANFI
equal to one percent (1%) of ANFI’s fully diluted outstanding 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 equal and consecutive monthly installments commencing
on the first month anniversary date of grant. This vesting period was amended by the Board on December 9, 2013 which made the
options immediately exercisable. Consequently, the total cost of these share options has been charged to the consolidated statements
of 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 and perquisites 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. These payments
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 addendum provides that: “subject
to approval by the Compensation Committee of the Board and subject to the terms and conditions of the 2012 Omnibus Securities
and 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 determined by 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 an increase 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 allows for reimbursement
of all business-related expenses incurred by Mr. Chanana for conveyance, travel, business, entertainment, sales and business promotion
and 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 the circumstances described below. The following is a description of the payments and benefits that we will
owe to Mr. Chanana upon termination of his employment.



Termination without
Cause or for Good Reason not in Connection with a Change in Control. If we terminate Mr. Chanana’s employment
without cause or Mr. Chanana terminates his employment for good reason, then Mr. Chanana is entitled to receive the
following payments and benefits:



| | · | an
                                         amount equal to his unpaid base salary earned through the date of termination and any
                                         unpaid bonus earned for the preceding year;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 other company 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 employment had not terminated, prorated for the number
                                         of days elapsed since the beginning of that year, payable when the bonus for such year
                                         would otherwise 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 earned by him for the preceding calendar year). The
                                         severance multiplier is the greater of (i) 365 days or (ii) the number
                                         of days from and including the 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 1.0 plus the above-mentioned multiple, if
                                         we terminate Mr. Chanana’s employment without cause at the request of an acquirer
                                         or otherwise in contemplation of a change in control in the period 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 in control;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | immediate
                                         vesting of his option award to purchase 1,465,183 ordinary shares granted under
                                         the terms of his employment agreement and any outstanding 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 in effect immediately before the termination
                                         for 24 months or, if sooner, until similar coverage is obtained under a new employer’s
                                         plan. If continued coverage 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 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 preceding the termination. If continued receipt of such
                                         employee benefit programs or perquisites is not permitted by the applicable benefit plan
                                         or applicable law, we will pay the cost of continuation coverage to the extent any of
                                         these persons elects and is entitled to receive continuation 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) a
commission of any felony or misdemeanor (other than minor traffic violations or offenses of a comparable magnitude not involving
dishonesty, fraud or breach 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 curable by 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 material
obligations 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 payments
that would be payable to Mr. Chanana (assuming the termination date is 548 days, or approximately 18 months, following
his initial employment date, and based 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 in full);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | $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 his employment 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 the calendar 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 or otherwise in contemplation of a change
                                         in control in the period 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 in control.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Accordingly, under
the above scenarios, the total cash payment that would be payable to Mr. Chanana is approximately $999,000 or, if the termination
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 the period 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 in control, then he is entitled to receive the payments and benefits described above, except
that the severance multiple is 1.0 plus the above-mentioned multiple. Accordingly, under the above scenario, the total cash payment
that would be payable to Mr. Chanana is approximately $1,782,000. Under the employment agreement, a change in control is
defined as: (1) the acquisition of 40% or more of our ordinary shares, except in connection with a consolidation, merger
or reorganization where (a) the shareholders of ANFI immediately prior to the transaction own at least a majority of the
voting securities of the surviving entity, (b) a majority of the directors of the surviving entity were directors of ANFI
prior to the transaction, and (c) no person, subject to certain exceptions, beneficially owns more than 50% of the voting
securities of the surviving entity; (2) the completion of a consolidation, merger or reorganization, unless (a) the
shareholders of ANFI immediately prior to the transaction own at least a majority of the voting securities of the surviving entity,
(b) a majority of the directors of the surviving entity were directors of ANFI prior to the transaction, or (c) no person,
entity, or group, subject to certain exceptions, 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 sale or other disposition of
all or substantially all of the assets of ANFI.



Termination Due
to Death or DisabilityIf Mr. Chanana’s employment terminates due to death or is terminated by us due to disability;
he (or his beneficiary) 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 been earned by him for the
                                         year in which the termination occurs if his employment had not terminated, prorated for
                                         the number of days elapsed since the beginning 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 effect immediately before the termination
                                         for 24 months or, if sooner, until similar coverage is obtained under a new employer’s
                                         plan. If continued coverage 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 is entitled
                                         to receive continuation coverage.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



72







Obligations of
Mr. ChananaPayment and benefits under the employment agreement are subject to compliance by Mr. Chanana with the
restrictive covenants in the agreement, including non-disclosure, non-competition and non-solicitation covenants. The non-competition
and non-solicitation covenants expire on the second anniversary of the termination of Mr. Chanana’s employment. The
non-disclosure covenant does not expire. If Mr. Chanana violates any of these or other covenants or obligations contained
in the agreement, we will be entitled to recover all costs and fees incurred to enforce ANFI’s rights under the 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 for cause
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 or code after being afforded a reasonable opportunity to cure such failure. We may also terminate a senior
executive officer’s employment without cause at any time, and we shall provide severance payments to the officer in accordance
with the terms of the respective employment agreement. A senior executive officer may 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 proprietary
information of the Company or its business, including, without limitation, all of the Company’s customer lists, financial
data, sales figures, costs and pricing figures, marketing and other business plans, product development, marketing concepts, computer
software or data of any sort developed or compiled by the Company, 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 such executive
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, motivate and retain such persons and thereby enhance shareholder value.



AdministrationThe 2012 Plan is administered by the Compensation Committee* of the Board of Directors, which consists of, Mr. Neal Cravens
and Mr. 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 the Code, (ii) “non-employee directors” within the meaning of Rule 16b-3,
or Non-Employee Directors, and (iii) “independent” for purposes of any applicable listing requirements; provided,
however, that the Board of Directors or the Committee may delegate to a committee of one or more members of the Board of Directors
who are not (x) Outside Directors, the authority to grant awards to eligible persons who are not (A) then “covered
employees” within the meaning of Section 162(m) of the Code and are not expected to be “covered employees”
at the time of recognition of income resulting from such award, or (B) persons with respect to whom we wish to comply with
the requirements of Section 162(m) of the Code, and/or (y) Non-Employee Directors, the authority to grant awards to
eligible persons who are not then subject to the requirements of Section 16 of the Exchange Act. If a member of the Compensation
Committee is eligible to receive an award under the 2012 Plan, such committee member shall have no authority hereunder with respect
to his or her own award. Among other things, the Compensation Committee has complete discretion, subject to the terms of the 2012
Plan, to determine the employees, non-employee directors 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 to each 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 vesting schedule for an award, whether
to accelerate vesting, the value of the ordinary shares underlying the award, and the required withholdings, if any. The Compensation
Committee is also authorized to construe the award agreements, and may prescribe rules relating to the 2012 Plan. (*the
Company eliminated its 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 the New York Stock Exchange we are not required to have a compensation committee and as such,
we have elected to follow home country governance practices.)



73







Grant of Awards;
Ordinary Shares Available for AwardsThe 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, share appreciation rights, or SARs, tandem share appreciation rights, unrestricted ordinary shares or any combination
of the foregoing, to key management employees and non-employee directors of, and non-employee consultants of, ANFI or any of its
subsidiaries (each a “participant”) (however, solely our employees or employees of our subsidiaries are eligible for
awards which are incentive share options). We have reserved a total of 3,962,826 ordinary shares for 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 awards to 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, that ordinary shares surrendered or withheld as payment of
the exercise price under an award or for tax withholding purposes in connection with an award shall not be available for the grant
of a new award. The 2012 Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date
on which it is adopted by the Board of Directors (except as to awards outstanding on that date). The Board of Directors in its
discretion may terminate the 2012 Plan at any time with respect to any ordinary shares for which awards have not theretofore been
granted; provided, however, that the 2012 Plan’s termination shall not materially and adversely impair the rights of a holder
with respect to any award theretofore granted 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 is limited to 1,000,000.



Future new hires,
non-employee directors and additional non-employee consultants would be eligible to participate in the 2012 Plan as well. The
number of awards to be granted to officers, non-employee directors, employees and non-employee consultants cannot be determined
at this time as the grant of awards is dependent upon various factors such as hiring requirements and job performance.



OptionsThe
term of each share option shall be as specified in the option agreement; provided, however, that except for share options which
are incentive share options, or ISOs, granted to an employee who owns or is deemed to own (by reason of the attribution rules
applicable under Code Section 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 percent shareholder”), no option shall be exercisable after the expiration
of ten (10) years from the date of its grant (five (5) years for ISOs granted to an employee who 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 at which 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 become exercisable following termination of the share
option holder’s employment or upon other conditions, the methods by which such exercise price may be paid or 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
to participants 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 per share exercise price under such ISO (to the extent required by the Code at the time of grant) shall be no less than 110%
of the fair market value of a share on the 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 (determined at 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
AwardsA 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 separately or in combination at such times, under such circumstances (including based on
achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Compensation Committee
or the Board of Directors may determine at the date of grant or purchase or thereafter. Except to the extent restricted under
the terms of the 2012 Plan and any agreement relating to the restricted share award, a participant who is granted or has purchased
restricted shares shall have all of the rights of a shareholder, including the right to vote the restricted shares and the right
to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Compensation Committee
or the Board of Directors). During the restricted period applicable to the restricted shares, subject to certain exceptions, the
restricted shares may not be sold, transferred, pledged, hypothecated, or otherwise disposed of by the participant.



Unrestricted Share
AwardsAn unrestricted share award is the award of ordinary shares which are not subject to transfer restrictions. Pursuant
to the terms of the applicable unrestricted share award agreement, a holder may be awarded (or sold) ordinary shares which are
not subject to transfer restrictions, in consideration for past services rendered thereby to us or an affiliate or for other valid
consideration.



Restricted Share
Unit AwardsA restricted share unit award provides for a payment of cash or shares to be made to the holder upon the satisfaction
of predetermined individual service-related vesting requirements, based on the number of units awarded to the holder. The Compensation
Committee shall set forth in the applicable restricted share unit award agreement the individual service-based or performance-based
vesting requirement which the holder would be required to satisfy before the holder would become entitled to payment and the number
of units awarded to the Holder. Such payment 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, prescribe additional 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 value of an ordinary share, or one (1) ordinary share, as determined in the sole discretion of the Compensation Committee
and as set forth in the restricted share unit award 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 the restricted share
unit first becomes vested.



75







Performance Unit
AwardsA performance unit award provides for a cash payment to be made to the holder upon the satisfaction of predetermined
individual and/or ANFI performance goals or objectives, based on the number of units awarded to the holder. The Compensation Committee
shall set forth in the applicable performance unit award agreement the performance goals and objectives (and the period of time
to which such goals and objectives shall apply) which the holder and/or ANFI would be required to satisfy before the holder would
become entitled to payment, the number of units awarded to the holder 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. At the time of such award,
the Compensation Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder
of a performance unit shall be entitled to receive a cash payment equal to the dollar value assigned to such unit under the applicable
performance unit award agreement if the holder and/or ANFI satisfy (or partially satisfy, if applicable under the applicable performance
unit award agreement) the performance goals and 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 the third (3rd) calendar month next following the end of ANFI’s
fiscal year to which such performance goals and objectives relate.



Performance Share
AwardsA performance share award provides for distribution of ordinary shares to the holder upon the satisfaction of predetermined
individual and/or ANFI goals or objectives. The Compensation Committee shall set forth in the applicable performance share award
agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the
holder and/or ANFI would be required to satisfy before the holder would become entitled to the receipt of ordinary shares pursuant
to such holder’s performance share award and the number of ordinary shares subject to such performance share award. Such
payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the 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 the third (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 Compensation Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions.
The holder of a performance share award shall have no rights as an ANFI shareholder until such time, if any, as the holder actually
receives ordinary shares pursuant to the performance share award.



Distribution Equivalent
RightsA distribution equivalent right entitles the holder to receive bookkeeping credits, cash payments and/or ordinary share
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 the period the holder held the distribution equivalent right. The Compensation Committee shall set forth
in the applicable distribution equivalent rights award agreement the terms and conditions, if any, including whether the holder
is to receive credits currently in cash, is to have such credits reinvested (at fair market value determined as of the date of
reinvestment) in additional ordinary shares or is to be entitled to choose among such alternatives. Such receipt shall be 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 ordinary shares 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 which the 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 applicable distribution equivalent rights award
agreement. A distribution equivalent rights award may, but need not be, awarded in tandem with another award (subject to compliance
with Code Section 409A), whereby, if so awarded, such distribution equivalent rights award shall expire, terminate or be forfeited
by the holder, as applicable, under the same conditions as under such other award. The distribution equivalent rights award agreement
for a distribution equivalent rights 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 the fifteenth (15th) day of the third (3rd) calendar month next following
the end of the Company’s fiscal year in which such interest was credited), at a rate set forth in the applicable distribution
equivalent rights award agreement, on the amount of cash payable thereunder.



Share Appreciation
RightsA 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 of ordinary shares subject to the SAR multiplied by the base value under
the SAR, as determined by the Compensation Committee or the Board of Directors. The base value of a SAR shall not be less than
the fair market value of an ordinary share on the date of grant. If the Compensation Committee grants a share appreciation 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
awards previously granted if, and whenever, prior to the expiration or distribution to the holder of ordinary shares underlying
an award theretofore granted, we shall effect a subdivision or consolidation of our ordinary shares or the payment of a share
dividend on ordinary shares without receipt of consideration by us. If we recapitalize or otherwise change our capital structure,
thereafter upon any exercise or satisfaction, as applicable, of a previously granted award, the holder shall 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,
the number and class of shares and securities to which the holder would have been entitled pursuant to the terms of the recapitalization
if, immediately prior to such 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 for the adjustment of shares underlying awards previously granted by the Board
of Directors in the event of changes to the outstanding ordinary shares by reason of extraordinary cash dividend, reorganization,
mergers, consolidations, combinations, split ups, spin offs, exchanges or other relevant changes in capitalization occurring after
the date of the grant of any award, subject to certain restrictions.



76







Amendment and TerminationThe 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 terminate the 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 termination 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 Board of Directors 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 majority of 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 of directors is present in person or by proxy, no amendment or modification of the 2012 Plan may (i) materially
increase the benefits accruing to holders, (ii) except as otherwise expressly provided in the 2012 Plan, materially increase
the number of ordinary shares subject to the 2012 Plan or the individual award agreements, (iii) materially modify the requirements
for participation, or (iv) amend, modify or suspend certain repricing prohibitions or amendment and termination provisions
as specified therein. In addition, no change in any award theretofore granted may be made which would materially and adversely
impair 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 under the 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 Award from 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 Incentive Plan.



| | 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 of corporate
governance in lieu of the NYSE Listing Rules. However, we are still required to comply with certain audit committee and additional
notification requirements. 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 NYSE to
disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies
under NYSE listing standards. Management believes that ANFI follows corporate governance standards which are substantially similar
to those followed by U.S. domestic companies 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 compensation plans and material revisions to those
                                         plans. In the BVI there are no laws, securities regulations or rules that require shareholder
                                         approval of equity-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 in their charters regarding retaining advisers;
                                         appointing, compensating, and overseeing such advisers; considering independence factors
                                         before selecting and receiving advice from advisers; and receiving funding from the listed
                                         company to compensate such advisers. Our compensation committee charter follows home
                                         country practices which do not provide for any of the above-mentioned compensation committee
                                         charter requirements.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The
                                         Company eliminated its 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 the New
                                         York Stock Exchange, we are not required to have a compensation committee and as such,
                                         we have 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 family relationships
between any of our directors and executive officers. A director is not required to hold any shares in our company by way of qualification.
There are no severance benefits payable to our directors upon termination of their directorships, other than to Mr. Karan A. Chanana,
who are our directors and also our 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 Governance and 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 Audit Committee. 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
the audits of our financial statements. The Audit Committee is responsible for, among other things:



| | · | selecting
                                         the independent auditors and pre-approving all auditing and non-auditing services permitted
                                         to be performed by the independent auditors;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 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 have elected to 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 these individuals satisfies
the “independence” requirements of the New York Stock Exchange. Mr. Sethi is the Chairman of the Corporate Governance
and Nominating Committee. The Corporate Governance and Nominating Committee assists the board in identifying individuals qualified
to become our directors and in determining the composition of the board and its committees. The Corporate Governance and Nominating
Committee is responsible for, 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 our compliance with applicable laws and regulations,
                                         and making recommendations to the board on all matters of corporate governance and on
                                         any corrective action to be taken; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | monitoring
                                         compliance with our code of business conduct and ethics, including reviewing the adequacy
                                         and effectiveness of our procedures 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 financial
and accounting officer and our other senior officers. The Code of Conduct and Code of Ethics are intended to promote honest and
ethical conduct, full and accurate reporting, and compliance with laws as well as other matters. The Code of Conduct and Code
of Ethics are available on our corporate website at www.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 Lake Towers; 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 faith
and 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 to exercise the care, diligence and skill that a responsible Director would exercise in the same circumstances,
taking into account, without limitation, the nature of 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 powers of 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 that contravenes 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 transaction
and who has declared such interest to the other Directors, may (a) vote on a matter relating to the transaction, (b) attend
a meeting of Directors at which a matter 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 on behalf 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 Compensation Committee
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 or more 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 employees working in
our finance, accounting & legal department, 55 working in sales, marketing & distribution, 47 working in HR, IT &
administration, and 58 working in operations and processing facility. We have entered into employment agreements with all of our
fulltime employees that provide for termination of their employment upon delivery of two months’ severance or notice, and
that prohibit them from soliciting any of our other employees during or after their employment. There is a registered trade union
comprising a small number of workers at the processing facility. We consider our relations with our employees to 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 applicable community
property laws, the persons named in the table have or share the voting and investment power with respect to all shares shown as
beneficially owned by them as on March 31, 2018. The number of our ordinary shares used in calculating the percentage for each
listed person includes any options exercisable by such person within 60 days after March 31, 2018. Percentage of beneficial
ownership is based on 46,384,091 shares outstanding as of March 31, 2018, including, solely for purposes of calculating Mr. Karan A.
Chanana’s beneficial ownership and the beneficial ownership of all directors and officers as a group, the 7,005,434 ordinary
shares issuable pursuant to the Exchange Agreement and also includes 1,465,183 vested ordinary shares (granted and vested till
March 31, 2018) underlying an option to purchase ordinary shares pursuant to the 2012 Plan.





|Name
    and Title of Beneficial Owner                          |  | Beneficial
                                         Ownership
                                                                                                                                                                    of
                                         Ordinary Shares |            |     | Percentage
    of Class | 
|--------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | --- | ----------------------- | 
|                                                                |  |                                                                                                                                                                                                                                                                                               |            |     |                         | 
|Karan A. Chanana,
    Chairman and Chief Executive Officer  (2) |  |                                                                                                                                                                                                                                                                                               | 30,171,426 | (1) |                         | 
|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 |     |                         | 





*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 shares of Amira India in conjunction with our Initial Public
                                         Offering (ii) 7,005,434 Ordinary Shares issuable pursuant to an exchange agreement under
                                         which Mr. 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 for our 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, 367,749 and 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 and 2017, respectively, pursuant to our 2012 Omnibus Securities and Incentive
                                         Plan (“OSI”), (iv) 100,000 shares granted on October 17, 2014 pursuant to
                                         the 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 by Mr. 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 New York 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 free loans 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 2012 Omnibus 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 Chief
Executive Officer and Chairman, Karan A. Chanana into 416,666 of the Company’s restricted ordinary shares (the “Ordinary
Shares”). The Loans were provided 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 share representing 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 to the 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 representing the 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 to
exercise control/significant influence. All the directors (both executive and others) of ANFI and Ms. Anita Daing (a former director
of Amira Pure Foods Private 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 shareholders
as 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 the completion 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 of our 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 been approved 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
the heading “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
    on NYSE (Amount in $) |      
|------------------------------- |  | --------------------------------------------------- | -----
|                                |  | High                                                |      
|Annual (Fiscal Year):           |  |                                                     |      
|2013                            |  |                                                     | 10.24
|2014                            |  |                                                     | 25.00
|2015                            |  |                                                     | 20.29
|2016                            |  |                                                     | 14.56
|2017                            |  |                                                     | 11.23
|2018                            |  |                                                     | 7.05 
|2019 (through October 15, 2018) |  |                                                     | 4.35 
|                                |  |                                                     |      
|Quarter:                        |  |                                                     |      
|                                |  |                                                     |      
|Fiscal year 2016-               |  |                                                     |      
|First Quarter                   |  |                                                     | 12.56
|Second Quarter                  |  |                                                     | 14.56
|Third Quarter                   |  |                                                     | 11.00
|Fourth Quarter                  |  |                                                     | 14.09



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 transfer agent, Continental Stock & Trust Company. Under the BVI Business
Companies Act, 2004 (as amended), or the BVI Act, a BVI company may treat the registered 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 in respect
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 are registered in the name of a nominee such as Cede & Co, the nominee is entitled to receive notices, receive distributions
and exercise rights in respect of any such ordinary shares registered in its name. The beneficial owners of the ordinary shares
registered in a nominee’s name are therefore reliant on their contractual arrangements with the nominee in order to receive
notices and dividends and ensure the nominee exercises voting rights in respect of the ordinary shares in accordance with their
directions.



Directors’
Powers-under the BVI Act, subject to any limitations in a company’s memorandum and articles of association, a company’s
business and affairs are managed by, or under the supervision of, its directors, and directors generally have all powers necessary
to manage a company. A director must disclose any interest he has on any proposal, arrangement or contract not entered into in
the ordinary course of business and on usual terms 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 property or uncalled capital, to issue debentures,
debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of 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 in such amount as they determine. Each ordinary share is entitled to one vote. There are no cumulative voting rights. In the
event of a liquidation or winding up of the company, our shareholders are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the ordinary shares. There are no sinking fund provisions applicable to our ordinary shares. 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 certain circumstances.



Rights Preferences
and Restrictions of Preferred Shares-Our memorandum and articles of association authorizes our Board of Directors to
create and to issue up to five classes of preferred shares without shareholder approval with such designation, rights and preferences
as may be determined by our Board of Directors. We have five classes of preferred shares to give us flexibility as to the terms
on which each class is issued since, under BVI law, all shares of a single class must be issued with the same rights and obligations.
Our Board of Directors is empowered, without shareholder approval, to issue such preferred shares with dividend, liquidation,
redemption, voting or other rights which could harm the voting power or other rights of the holders of ordinary shares 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 any class of shares only with the consent of not less than a majority of the votes of shareholders of that class who being
so entitled attend and vote at the meeting of 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 in relation to a scheme of arrangement and may be required
in relation to a plan of arrangement. For these purposes, the creation, designation or issuance of preferred shares with rights
and privileges ranking equal to or in priority to an existing class of ordinary or preferred shares is deemed not to be a variation
of the rights of such existing class and may be effected by resolution of directors without shareholder approval.



Shareholder
Meetings-Our directors may call a meeting of shareholders whenever they see fit. Our shareholders may requisition our
directors to hold 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 of association 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 a 90% majority
of the total number of ordinary shares entitled to vote on all matters to be considered at the meeting have waived notice of the
meeting and for this 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 of candidates
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 procedures are not followed. Any proposed business other than the nomination of persons for
election to our Board of Directors must constitute a proper matter for stockholder 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 earlier than 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
30 calendar 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 meeting or the 10th calendar day after public disclosure of the date of such meeting is first made). These
provisions may also discourage or deter a potential acquirer from conducting a solicitation of votes from other shareholders to
elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.



Our Amended and Restated
Memorandum and Articles of Association provide that we will hold an annual shareholders’ meeting during each fiscal year,
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 they think
fit if they are satisfied, on reasonable grounds, that, immediately after distribution of the dividend, the value of our assets
will exceed our liabilities and we will be able to pay our debts as they fall due. There is no further BVI restriction on the
amount of funds which may be distributed by us by dividend, including all amounts paid by way of the subscription price for shares
regardless of whether such amounts may be wholly or partially treated as share capital or share premium under certain accounting
principles. Shareholder approval is not required to pay dividends under BVI law. No dividend shall carry interest against us.



Rights of Non-Resident
or Foreign Shareholders and Disclosure of Substantial Shareholdings-There are no limitations imposed by our memorandum
and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares.
In addition, there are 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 a period of 12 years; (b) we have not during that time or before the
expiry of the three-month period referred to in (c) below received any indication of the existence of the shareholder or
person entitled to such shares by death, bankruptcy or operation of law; and (c) upon expiration of the 12-year period, we
have caused an advertisement to be published in newspapers, giving notice of our intention to sell these shares, and a period
of three months or such shorter period has elapsed since the date of such advertisement. The net proceeds of any such sale shall
belong to us, and when we receive these net proceeds we shall become indebted to the former shareholder for an amount equal to
such net proceeds.



Transfer of
Shares-Subject to any applicable restrictions set forth in our memorandum and articles of association, any of our shareholders
may transfer 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. Our memorandum and articles of association also state that shares may be transferred by means of a
system utilized for the purposes of holding and transferring ordinary shares, or a “Relevant System,” and that the
operator of the Relevant System (and any other person necessary to ensure the Relevant System is effective 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 of our company or management that shareholders may consider favorable, including but not limited to provisions that:



| | · | authorize
                                         our Board of Directors without shareholder approval to issue preferred shares in one
                                         or more series and to designate the price, rights, preferences, privileges and restrictions
                                         of such preferred shares by amending the memorandum and articles of association;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | require
                                         advance notice requirements from shareholders nominating directors for election at a
                                         shareholder meeting;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | prohibit
                                         shareholders from acting by written consent;
| | - | ----------------------------------------------------------------------------------------------



| | · | prohibit
                                         shareholders from cumulating votes in the election of directors; and
| | - | ----------------------------------------------------------------------------------------------------------------------



| | · | enable
                                         directors to be removed by shareholders only for cause.
| | - | -------------------------------------------------------------------------------------------------------



Additional information
required by Item 10.B of Form 20-F is included in the section titled “Description of Share Capital— Summary of Certain
Significant Provisions of BVI Law” and “Description of Share Capital —Material Differences in BVI Law and our
Amended and Restated Memorandum and Articles 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 or
in 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 security holders.



| | E. | Taxation
| | -- | --------



General



The following summary
of the material BVI, Indian and U.S. federal income tax consequences of the acquisition, ownership and disposition of our ordinary
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. This summary does not deal with all possible tax consequences relating to an investment in our ordinary shares,
such as the tax consequences under state, local and 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
or withholding 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 to
dividends 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 BVI
with 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 the shares,
debt obligations or other securities of incorporated companies owning real property in the BVI), all instruments relating to transactions
in respect of the shares, debt obligations or other securities of the Company and all instruments relating to other transactions
relating to the business of the Company are exempt 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 Exchange Agreement
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 US Foreign Account Tax Compliance Act ("FATCA"), providing for automatic provision of information in relation
to tax matters. Under the Model IB IGA regime, financial institutions located in the BVI are required to report information regarding
certain U.S. reportable accounts to the BVI Government, which in 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 in Indian
law that may come into effect after such date. The information set forth below is intended to be a general discussion only. Prospective
investors should consult their own tax advisers as to the consequences of purchasing our ordinary shares, including, without limitation,
the consequences of the receipt of dividends 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 shares will not be
subject to any withholding or deduction in respect of Indian income tax laws. However, Amira India would be required to pay dividend
distribution tax in India at an effective rate of 20.36% (including applicable cess and surcharge) on the total amount distributed
as dividend, grossed up by the 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 capital
asset, 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 interest derives, directly or indirectly, its value substantially from assets (whether tangible or
intangible) located in India and whether or not the seller of such share or interest has a residence, place of business, business
connection, or any other presence in India. The share or interest of a company or entity registered or incorporated 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 100 million 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 associated enterprises),
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 total share 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 the indirect transfer provisions mentioned above. The amendments do not address the interplay
between the amendments to the Indian Income Tax Act, 1961, as amended, and the existing Double Taxation Avoidance Agreements,
or DTAAs, that India has entered into with countries such as the United States, United Kingdom and Canada, in case of an indirect
transfer. Accordingly, the implications of the recent amendments are presently unclear. If it is determined that these 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 to pay 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 promulgated
thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to differing interpretations
and may change, possibly on 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’s individual
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 Medicare contribution tax on net investment income. In addition, this discussion does not address
U.S. federal income tax consequences to U.S. Holders that are subject to special rules, including:



| | · | financial
                                         institutions or financial services entities;
| | - | -----------------------------------------------------------------------------------------------



| | · | broker-dealers;
| | - | ---------------



| | · | persons
                                         that are subject to the mark-to-market accounting rules under Section 475 of the
                                         Code;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 or otherwise 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 consider the tax treatment of partnerships or other pass-through entities or persons who hold our ordinary
shares through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes)
is the beneficial owner of our ordinary shares, the U.S. federal income tax treatment of a partner in the partnership will generally
depend on the status of the partner and the activities of the partnership. Partnerships that hold our ordinary shares and their
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 and is:



| | · | 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 of the 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 to control all substantial
                                         decisions of the trust, or (ii) it has a valid election in effect under applicable
                                         U.S. Treasury regulations to be treated as a 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 consequence
described 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 OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES.
IT IS NOT TAX ADVICE. EACH INVESTOR IN OUR ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR
TAX CONSEQUENCES TO SUCH INVESTOR OF THE OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT
OF ANY STATE, LOCAL AND NON-U.S. TAX LAWS, AS WELL AS U.S. 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 the extent the distribution
is paid out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Such dividend
will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received
from other U.S. corporations. The portion of such cash distribution, if any, in excess of such earnings and profits will be applied
against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its ordinary shares. 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 will be 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. The amount 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 the dividend 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-term capital gains
(see “—Taxation on the Sale or Other Taxable Disposition of Ordinary Shares” below) provided that (1) our
ordinary shares are readily tradable on an established securities market in the United States, (2) we are not a PFIC, as
discussed below, for either the taxable year in which the dividend was paid or the preceding taxable year, and (3) certain
holding period and other requirements are met. Under published IRS authority, shares are considered for purposes 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,
which presently include the New York Stock Exchange. Although our ordinary shares are currently listed and traded on the New York
Stock Exchange, we cannot guarantee that such shares will continue to be listed and traded on the New York Stock Exchange. U.S.
Holders should consult their own tax advisors regarding 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
the difference 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 case as 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
gain or loss will constitute long- term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares
exceeds one year. The deductibility of capital losses 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 “—Indian
Taxation” 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 Convention between the Government of the United States of America and the Government of the Republic of
India for the Avoidance of Double Taxation and the Prevention 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 to Indian 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 able to 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 status depends
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 not be 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
or other 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. The amount 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 taxable year, 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 ordinary
shares 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 holding period, whichever is shorter, that distribution would be subject to taxation in the same manner
as gain, described immediately above. Certain elections may be available that would result in alternative treatments (such as
mark-to-market treatment) of the ordinary shares. U.S. Holders should consult their tax advisers to determine whether any of these
elections would be available and, if so, what the consequences of the alternative treatments would be in their particular 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 ordinary shares
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 sales and other dispositions effected at an office) outside the United States may be subject to information
reporting in limited circumstances. In addition, certain information 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 to such 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) in certain 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 an exemption from backup withholding in their particular circumstances.



| | F. | Dividends
                                         and paying agents
| | -- | --------------------------------------------------------------------



Not applicable.



| | G. | Statement
                                         by experts
| | -- | -------------------------------------------------------------



Not applicable.



| | H. | Documents
                                         on display
| | -- | -------------------------------------------------------------



Documents concerning
us that are referred to in this document may be inspected at 29E, A.U. Tower Jumeirah Lake Towers Dubai, United Arab Emirates,
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 and submit
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 Act and our officers, directors and principal shareholders are exempt from the insider short-swing disclosure
and profit recovery rules of Section 16 of the Exchange Act. Annual reports and other information we file with the Commission
may be inspected at the public reference facilities maintained by the Commission 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 upon payment 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 and you can request
copies of the documents upon payment of a duplicating fee, by writing to the Commission. In addition, the Commission maintains
a web site that contains reports and other information regarding registrants (including us) that file electronically with the
Commission which can be assessed at http://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 ordinary shares 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 before expenses of $83,700,000. We paid for expenses in connection with the IPO
(excluding underwriting discounts and commissions) totaling approximately $2.7 million. 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 the
amounts under its term loans, because the secured revolving credit facilities bear interest at comparatively higher rates. At
the completion of the IPO we retained $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 effectiveness of 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, as required by Rule 13a-15(b) under the Exchange Act. Based on that evaluation, our
management has concluded that, as of March 31, 2018, our disclosure controls 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 Exchange Act was recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required
to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive 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) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting
and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards
(“IFRS”), as issued by the International Accounting Standards Board and applicable to the Company 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 as necessary to permit preparation of consolidated financial statements in accordance with IFRS,
and that receipts and expenditures of our Company are being made only in accordance with authorizations of our management and
directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use
or disposition of our Company's assets that could have a material effect on the consolidated financial statements. Because of
its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes
in conditions, or that the degree of 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 Treadway Commission. 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 emerging
growth 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 in
connection with management’s evaluation required by Rule 13(a)-15(d) under the Exchange Act, that have materially affected,
or are reasonably likely to materially 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 the Securities 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, our principal
financial and accounting officer and our other senior officers. Copies of our Code of Business Conduct and Ethics are available
on the “Investor Relations” 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
2018 and 2017.



|                     |  | Years ended March 31, |        
|-------------------- |  | --------------------- | -------
|                     |  | 2018                  |        
|                     |  | (Amount in $)         |        
|Audit fees:          |  |                       |        
|ASA & Associates LLP |  |                       | 375,000
|Others:              |  |                       |        
|ASA & Associates LLP |  |                       | -      
|Total                |  |                       | 375,000



We are required to
obtain pre-approval by our Audit Committee for all audit and permitted non-audit services performed by our independent auditors. In
accordance with this requirement, during fiscal years 2018, 2017 and 2016, all audit, audit-related, tax and other services performed
by-principal auditor were approved in advance by the Audit Committee. Any pre-approved decisions are presented to the full Audit
Committee at the next scheduled meeting.



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 by persons 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 York Stock Exchange. Under Section 303A of the New York Stock Exchange Listed Company Manual, New York Stock Exchange listed
companies that are foreign private issuers are permitted to follow home country practice in lieu of the corporate governance provisions
specified by the New York Stock Exchange, with limited exceptions. As required by the New York Stock Exchange Listed Company Manual,
we note the following significant differences between our corporate governance practices and the corporate governance practices
required to be followed by U.S. domestic companies under the New York Stock Exchange rules:



| | · | The
                                         New York Stock Exchange Listed Company Manual requires that, subject to limited exceptions,
                                         shareholders be given the opportunity to approve equity compensation plans and material
                                         revisions to those plans. There are no BVI laws, securities regulations or rules that
                                         require shareholder approval of 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 specified provisions
in their charters regarding retaining advisers; appointing, compensating, and overseeing such advisers; considering independence
factors before selecting and receiving advice from advisers; and receiving funding from the listed company to compensate such
advisers. Our compensation committee charter 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 17 | FINANCIAL
                                         STATEMENTS
| | ------- | -------------------------------------------------------------



We have elected to provide financial statements
pursuant to Item 18.



| | ITEM 18. | FINANCIAL
                                         STATEMENTS
| | -------- | -------------------------------------------------------------



The financial statements are filed as part
of this Annual Report beginning on page F-1.



| | ITEM 19. | EXHIBITS
| | -------- | --------



|Exhibit No. |  | Description                                                                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1         |  | 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 certain lenders(1)                          
|4.13        |  | First
    Supplement to the Working Capital Consortium Agreement, dated June 15, 2012, by and among Amira Pure Foods Private Limited
    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. |  | Description                                                                                                                                                                        
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.23        |  | 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, as amended##                             
|13.1        |  | Certification of the Chief Executive
    Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of 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#                                                                                



| | (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 the undersigned
to sign this annual report on its behalf.



|                 | AMIRA NATURE FOODS LTD
|---------------- | ----------------------
|                 |                       
|October 16, 2018 | By:                   
|                 |                       
|                 |                       
|                 |                       
|                 |                       
|October 16, 2018 | By:                   
|                 |                       
|                 |                       



97







INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|Reports of Independent Registered Public Accounting Firm                                          | F-2
|------------------------------------------------------------------------------------------------- | ---
|                                                                                                  |    
|Consolidated Statements of Financial Position as at March 31, 2018 and 2017                       | F-4
|                                                                                                  |    
|Consolidated Statements of Profit or Loss for the years ended March 31, 2018, 2017 and 2016       | F-5
|                                                                                                  |    
|Consolidated Statements of Comprehensive Income for the years ended March 31, 2018, 2017 and 2016 | F-6
|                                                                                                  |    
|Consolidated Statements of Changes in Equity for the years ended March 31, 2018, 2017 and 2016    | F-7
|                                                                                                  |    
|Consolidated Statements of Cash Flows for the years ended March 31, 2018, 2017 and 2016           | F-8
|                                                                                                  |    
|Notes to the Consolidated Financial Statements                                                    | F-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 of March 31,
2018 and 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 (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 Ltd and
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 ended March 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 Foods Ltd’s
internal control over financial reporting as of March 31, 2018, based on criteria established in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated October 16, 2018 expressed an unqualified opinion 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 the financial statements,
certain of the lenders to the Indian subsidiary have classified company’s loan balances as Non-performing assets (NPAs)
resulting in liquidity crunch and accordingly its ability to continue as a going concern is dependent on the management plans
as stated in the said note. Management's plans 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 of this 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 financial statements based
on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in 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 reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to 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 included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. 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, India

October 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 in Internal
Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March
31, 2018, based on criteria established 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 of financial 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 (collectively referred 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 of internal control
over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in 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 audit in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance 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 and evaluating the design
and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures
as we 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 reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting 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 the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
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 of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.



ASA & Associates LLP

New Delhi, India

October 16, 2018







F-3







Amira Nature Foods Ltd



Consolidated Statements
of Financial Position







|                                                       |  |  |       |  |  | (Amounts
    in USD) |            
|------------------------------------------------------ |  |  | ----- |  |  | -------------------- | -----------
|                                                       |  |  | Notes |  |  | As at March 31, 2018 |            
|ASSETS                                                 |  |  |       |  |  |                      |            
|Non-current                                            |  |  |       |  |  |                      |            
|Property,
    plant and equipment                      |  |  | 8     |  |  | $                    | 17,251,314 
|Goodwill                                               |  |  | 9     |  |  |                      | 1,568,607  
|Other intangible
    assets                            |  |  | 10    |  |  |                      | 1,457,704  
|Other
    long-term financial assets                   |  |  | 11    |  |  |                      | 236,570    
|Total
    non-current assets                           |  |  |       |  |  | $                    | 20,514,195 
|                                                       |  |  |       |  |  |                      |            
|Current                                                |  |  |       |  |  |                      |            
|Inventories                                            |  |  | 12    |  |  | $                    | 161,278,863
|Trade receivables                                      |  |  | 13    |  |  |                      | 258,331,963
|Other financial
    assets                             |  |  | 14    |  |  |                      | 3,612,232  
|Prepayments                                            |  |  | 15    |  |  |                      | 65,977,255 
|Current
    tax assets                                 |  |  |       |  |  |                      | 725,157    
|Other current
    assets                               |  |  | 16    |  |  |                      | 1,170,200  
|Cash
    and cash equivalents                          |  |  | 17    |  |  |                      | 1,216,642  
|Total
    current assets                               |  |  |       |  |  | $                    | 492,312,312
|Total
    assets                                       |  |  |       |  |  | $                    | 512,826,507
|                                                       |  |  |       |  |  |                      |            
|EQUITY
    AND LIABILITIES                             |  |  |       |  |  |                      |            
|Equity                                                 |  |  |       |  |  |                      |            
|Share capital                                          |  |  |       |  |  | $                    | 18,256     
|Share premium                                          |  |  |       |  |  |                      | 134,383,090
|Other reserves                                         |  |  |       |  |  |                      | (7,501,501 
|Retained
    earnings                                  |  |  |       |  |  |                      | 91,815,016 
|Equity
    attributable to shareholders of the Company |  |  |       |  |  | $                    | 218,714,861
|Equity
    attributable to non-controlling interest    |  |  |       |  |  |                      | 22,894,015 
|Total
    equity                                       |  |  |       |  |  | $                    | 241,608,876
|                                                       |  |  |       |  |  |                      |            
|Liabilities                                            |  |  |       |  |  |                      |            
|Non-current
    liabilities                            |  |  |       |  |  |                      |            
|Defined
    benefit obligations                        |  |  | 24    |  |  | $                    | 286,439    
|Debt                                                   |  |  | 22    |  |  |                      | 27,430     
|Deferred
    tax liabilities (net)                     |  |  | 23    |  |  |                      | 801,942    
|Total
    non-current liabilities                      |  |  |       |  |  | $                    | 1,115,811  
|                                                       |  |  |       |  |  |                      |            
|Current
    liabilities                                |  |  |       |  |  |                      |            
|Trade payables                                         |  |  | 20    |  |  | $                    | 11,741,143 
|Debt                                                   |  |  | 22    |  |  |                      | 250,204,044
|Current
    tax liabilities (net)                      |  |  |       |  |  |                      | -          
|Other financial
    liabilities                        |  |  | 21    |  |  |                      | 7,285,473  
|Other
    current liabilities                          |  |  | 20    |  |  |                      | 871,160    
|Total
    current liabilities                          |  |  |       |  |  | $                    | 270,101,820
|Total
    liabilities                                  |  |  |       |  |  | $                    | 271,217,631
|Total
    equity and liabilities                       |  |  |       |  |  | $                    | 512,826,507







(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     |             
|Revenue                                                  |  |  |        |  |  | $                      | 413,901,480 
|Other income                                             |  |  |        |  |  |                        | 5,031,827   
|Cost of materials                                        |  |  |        |  |  |                        | (373,451,132
|Change
    in inventory of finished goods                |  |  |        |  |  |                        | (106,193,580
|Employee benefit expenses                                |  |  | 24, 31 |  |  |                        | (6,797,731  
|Depreciation
    and amortization                        |  |  | 25     |  |  |                        | (1,617,118  
|Freight,
    forwarding and handling expenses            |  |  |        |  |  |                        | (2,535,261  
|Other
    expenses                                       |  |  | 26     |  |  |                        | (12,705,159 
|                                                         |  |  |        |  |  | $                      | (84,366,674 
|Finance
    costs                                        |  |  | 27     |  |  |                        | (34,108,621 
|Finance
    income                                       |  |  | 27     |  |  |                        | 29,669      
|Other
    gains and (losses)                             |  |  | 28     |  |  |                        | 4,908,564   
|Profit/(loss)
    before tax                             |  |  |        |  |  | $                      | (113,537,062
|Income
    tax expense                                   |  |  | 23     |  |  |                        | 19,941,298  
|                                                         |  |  |        |  |  |                        |             
|Profit/(loss)
    after tax for the year                 |  |  |        |  |  | $                      | (93,595,764 
|Profit/loss)
    after tax for the year attributable to: |  |  |        |  |  |                        |             
|Shareholders
    of the Company                          |  |  |        |  |  |                        | (78,222,174 
|Non-controlling
    interest                             |  |  |        |  |  |                        | (15,373,590 
|                                                         |  |  |        |  |  |                        |             
|Earnings
    per share                                   |  |  |        |  |  |                        |             
|Basic earnings per share                                 |  |  | 29     |  |  | $                      | (2.30       
|Diluted earnings per share                               |  |  | 29     |  |  | $                      | (2.30       





(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         |            
|Profit/(loss)
    after tax for the year                                |  | $                      | (93,595,764
|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     
|Income tax                                                              |  |                        | (27,671    
|                                                                        |  | $                      | 52,284     
|Items that may
    be reclassified subsequently to profit or loss:      |  |                        |            
|Available for sale financial assets:                                    |  |                        |            
|Current year gain/(loss)                                                |  | $                      | 47,400     
|Reclassification to profit or loss                                      |  |                        | -          
|Income tax                                                              |  |                        | (16,404    
|                                                                        |  | $                      | 30,996     
|Cash flow hedging reserve:                                              |  |                        |            
|Current year gain/(loss)                                                |  | $                      | -          
|Reclassification to profit or loss                                      |  |                        | -          
|Income tax                                                              |  |                        | -          
|                                                                        |  | $                      | -          
|                                                                        |  |                        |            
|Currency translation
    reserve                                        |  | $                      | (211,056   
|                                                                        |  |                        |            
|Other
    comprehensive income/(loss) for the year, net of tax          |  | $                      | (127,776   
|Total comprehensive income/(loss) for
    the year                      |  | $                      | (93,723,540
|                                                                        |  |                        |            
|Total comprehensive income/(loss) for the year attributable to:         |  |                        |            
|Shareholders of the Company                                             |  | $                      | (78,445,500
|Non-controlling interest                                                |  | $                      | (15,278,040



(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                   |   |  |   |                                                                                          |   |  |   |                                                                       |   |  |   |                                                                    |  |  |   |                                                                | 
|------------------------------------------------------------------------------------ |  | - | ------------------------------------------------------ |  |  | - | ------------------------------------------------------ |  |  | - | ------------------------------------------------------------------------- | - |  | - | ---------------------------------------------------------------------------------------- | - |  | - | --------------------------------------------------------------------- | - |  | - | ------------------------------------------------------------------ |  |  | - | -------------------------------------------------------------- | 
|                                                                                     |  |   | Share
                                         capital |  |  |   | Share
                                         premium |  |  |   | Share-based
                                         compensation reserve |   |  |   | Reserve
                                         for available for sale financial assets |   |  |   | Currency
                                         translation reserve |   |  |   | Cash
                                         flow hedging Reserve |  |  |   | Restructuring
                                         reserve | 
|Balance
    as at April 1, 2015                                                      |  | $ | 9,120                                                  |  |  | $ | 82,896,596                                             |  |  | $ | 4,582,399                                                                 |   |  | $ | (6,634                                                                                   | ) |  | $ | (19,988,326                                                           | ) |  | $ | -                                                                  |  |  | $ | 9,398,927                                                      | 
|Issue of shares (Note 18)                                                            |  |   | 181                                                    |  |  |   | 2,218,159                                              |  |  |   | (2,218,340                                                                | ) |  |   | -                                                                                        |   |  |   | -                                                                     |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Share-based compensation
    (Note 19)                                               |  |   |                                                        |  |  |   |                                                        |  |  |   | 3,523,411                                                                 |   |  |   | -                                                                                        |   |  |   | -                                                                     |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Profit after tax for
    the year                                                    |  |   | -                                                      |  |  |   | -                                                      |  |  |   | -                                                                         |   |  |   | -                                                                                        |   |  |   | -                                                                     |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Other comprehensive
    income /(loss) for the year                                  |  |   | -                                                      |  |  |   | -                                                      |  |  |   | -                                                                         |   |  |   | (3,094                                                                                   | ) |  |   | (6,501,058                                                            | ) |  |   | -                                                                  |  |  |   | -                                                              | 
|Total
    comprehensive income/(loss) for the year                                   |  |   | -                                                      |  |  |   | -                                                      |  |  |   | -                                                                         |   |  |   | (3,094                                                                                   | ) |  |   | (6,501,058                                                            | ) |  |   | -                                                                  |  |  |   | -                                                              | 
|Balance as at March
    31, 2016                                                     |  | $ | 9,301                                                  |  |  | $ | 85,114,755                                             |  |  | $ | 5,887,470                                                                 |   |  | $ | (9,728                                                                                   | ) |  | $ | (26,489,384                                                           | ) |  | $ | -                                                                  |  |  | $ | 9,398,927                                                      | 
|                                                                                     |  |   |                                                        |  |  |   |                                                        |  |  |   |                                                                           |   |  |   |                                                                                          |   |  |   |                                                                       |   |  |   |                                                                    |  |  |   |                                                                | 
|Balance as at April
    1, 2016                                                      |  | $ | 9,301                                                  |  |  | $ | 85,114,755                                             |  |  | $ | 5,887,470                                                                 |   |  | $ | (9,728                                                                                   | ) |  | $ | (26,489,384                                                           | ) |  | $ | -                                                                  |  |  | $ | 9,398,927                                                      | 
|Issue of shares (Note 18)                                                            |  |   | 2,651                                                  |  |  |   | 17,673,805                                             |  |  |   | (17,676,456                                                               | ) |  |   | -                                                                                        |   |  |   | -                                                                     |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Share-based compensation
    (Note 19)                                               |  |   | -                                                      |  |  |   | -                                                      |  |  |   | 17,762,628                                                                |   |  |   | -                                                                                        |   |  |   | -                                                                     |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Profit after tax for
    the year                                                    |  |   | -                                                      |  |  |   | -                                                      |  |  |   | -                                                                         |   |  |   | -                                                                                        |   |  |   | -                                                                     |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Other comprehensive
    income /(loss) for the year                                  |  |   | -                                                      |  |  |   | -                                                      |  |  |   | -                                                                         |   |  |   | 23,857                                                                                   |   |  |   | 3,360,717                                                             |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Total
    comprehensive income/(loss) for the year                                   |  |   | -                                                      |  |  |   | -                                                      |  |  |   | -                                                                         |   |  |   | 23,857                                                                                   |   |  |   | 3,360,717                                                             |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Balance as at March
    31, 2017                                                     |  | $ | 11,952                                                 |  |  | $ | 102,788,560                                            |  |  | $ | 5,973,642                                                                 |   |  | $ | 14,129                                                                                   |   |  | $ | (23,128,667                                                           | ) |  | $ | -                                                                  |  |  | $ | 9,398,927                                                      | 
|                                                                                     |  |   |                                                        |  |  |   |                                                        |  |  |   |                                                                           |   |  |   |                                                                                          |   |  |   |                                                                       |   |  |   |                                                                    |  |  |   |                                                                | 
|Balance as at April
    1, 2017                                                      |  | $ | 11,952                                                 |  |  | $ | 102,788,560                                            |  |  | $ | 5,973,642                                                                 |   |  | $ | 14,129                                                                                   |   |  | $ | (23,128,667                                                           | ) |  | $ | -                                                                  |  |  | $ | 9,398,927                                                      | 
|Issue of shares (Note 18)                                                            |  |   | 6,304                                                  |  |  |   | 31,594,530                                             |  |  |   | (31,600,834                                                               | ) |  |   | -                                                                                        |   |  |   | -                                                                     |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Share-based compensation
    (Note 19)                                               |  |   | -                                                      |  |  |   | -                                                      |  |  |   | 32,107,994                                                                |   |  |   | -                                                                                        |   |  |   | -                                                                     |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Reclassification of
    Non-controlling interest (refer MD&A- “Corporate Structure”) |  |   | -                                                      |  |  |   | -                                                      |  |  |   | -                                                                         |   |  |   | -                                                                                        |   |  |   | -                                                                     |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Profit/(loss) after
    tax for the year                                             |  |   | -                                                      |  |  |   | -                                                      |  |  |   | -                                                                         |   |  |   | -                                                                                        |   |  |   | -                                                                     |   |  |   | -                                                                  |  |  |   | -                                                              | 
|Other comprehensive
    income /(loss) for the year                                  |  |   |                                                        |  |  |   |                                                        |  |  |   |                                                                           |   |  |   | 25,709                                                                                   |   |  |   | (292,401                                                              | ) |  |   | -                                                                  |  |  |   | -                                                              | 
|Total
    comprehensive income/(loss) for the year                                   |  |   | -                                                      |  |  |   | -                                                      |  |  |   | -                                                                         |   |  |   | 25,709                                                                                   |   |  |   | (292,401                                                              | ) |  |   | -                                                                  |  |  |   | -                                                              | 
|Balance as at March
    31, 2018                                                     |  | $ | 18,256                                                 |  |  | $ | 134,383,090                                            |  |  | $ | 6,480,802                                                                 |   |  | $ | 39,838                                                                                   |   |  | $ | (23,421,068                                                           | ) |  | $ | -                                                                  |  |  | $ | 9,398,927                                                      | 







(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     |             
|(A)
                                         CASH FLOW FROM OPERATING ACTIVITIES  |  |  |           |  |  |                        |             
|Profit/(loss)
    before tax for the year                                         |  |  |           |  |  | $                      | (113,537,062
|Adjustments for non-cash items                                                    |  |  | 32        |  |  |                        | 18,960,826  
|Adjustments for non-operating
    incomes and expenses                            |  |  | 32        |  |  |                        | 34,050,541  
|Changes in operating assets
    and liabilities                                   |  |  | 32        |  |  |                        | 32,615,146  
|                                                                                  |  |  |           |  |  | $                      | (27,910,549 
|Income taxes paid                                                                 |  |  |           |  |  |                        | (468,492    
|Net cash
    generated from/(used in) operating activities                        |  |  |           |  |  | $                      | (28,379,041 
|(B)
                                         CASH FLOW FROM INVESTING ACTIVITIES  |  |  |           |  |  |                        |             
|Purchase of property, plant
    and equipment                                     |  |  |           |  |  | $                      | (442,568    
|Purchase of intangible assets                                                     |  |  |           |  |  |                        | -           
|Advance for property, plant
    and equipment                                     |  |  |           |  |  |                        | -           
|Proceeds from sale of property,
    plant and equipment                           |  |  |           |  |  |                        | 52,208      
|Net cash outflow on acquisition
    of subsidiaries                               |  |  |           |  |  |                        | -           
|Proceeds from term deposits                                                       |  |  |           |  |  |                        | 12,459,795  
|Investments in term deposits                                                      |  |  |           |  |  |                        | (10,705,256 
|Purchase of short term investments                                                |  |  |           |  |  |                        | -           
|Proceeds from the sale of short
    term investments                              |  |  |           |  |  |                        | -           
|Interest received                                                                 |  |  |           |  |  |                        | 83,563      
|Net cash
    used in investing activities                                         |  |  |           |  |  | $                      | 1,447,742   
|(C)
                                         CASH FLOWS FROM FINANCING ACTIVITIES |  |  |           |  |  |                        |             
|Net proceeds from issue of
    shares                                             |  |  |           |  |  | $                      | -           
|Net proceeds from short term
    debt                                             |  |  |           |  |  |                        | 33,494,022  
|Proceeds from long term debt                                                      |  |  |           |  |  |                        | -           
|Repayment of long term debt                                                       |  |  |           |  |  |                        | (24,029     
|Interest paid                                                                     |  |  |           |  |  |                        | (25,872,309 
|Net cash
    generated from financing activities                                  |  |  |           |  |  | $                      | 7,597,684   
|(D)Effect
    of change in exchange rate on cash and cash equivalents             |  |  |           |  |  |                        | 3,718,603   
|Net increase/(decrease)
    in cash and cash equivalents                          |  |  | (A+B+C+D) |  |  | $                      | (15,615,013 
|Cash and cash equivalents at
    the beginning of the year                        |  |  |           |  |  |                        | 16,831,655  
|Cash and
    cash equivalents at the end of the year                              |  |  |           |  |  | $                      | 1,216,642   



(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 primarily in the business of processing, sourcing and selling packaged Indian
specialty rice, primarily basmati rice and other food products. The Group sells these products to international buyers (located
in Asia Pacific, Europe, Middle East, North Africa and North America), distributors and retail chains in India. The Group 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”). On October 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 Company incurred 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 $7.3 million had been reduced from equity and other expenses amounting to $1.8 million were
recorded in the consolidated statement of profit or loss during the year ended March 31, 2013.





Immediately thereafter, the Company through
its wholly owned subsidiary, Amira Nature Foods Ltd, Mauritius (“ANFI Mauritius”), subscribed for 53,102,500 equity
shares of Amira Pure Foods Private Limited (“APFPL”), incorporated in India representing approximately 80.4% of its
outstanding shares on October 16, 2012, pursuant to a subscription agreement dated September 27, 2012, as amended subsequently
through an amendment agreement dated October 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 and Chief
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 for using the “Pooling
of interest method”. The assets and liabilities of the entities have been recorded at their carrying amount and previous
periods as applicable 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 by the
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 these consolidated 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 financial reports by making
the following changes:

| | · | Clarification
                                         that information should not be obscured by aggregating or by providing immaterial information,
                                         and that materiality considerations apply 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 guidance on subtotals in these statements and
                                         clarification that an entity's share of other comprehensive income of equity-accounted
                                         associates and joint ventures 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 when determining 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 not appropriate
because revenue generated by an activity that includes the use of an asset typically reflects factors that are not directly linked
to the consumption of the economic benefits embodied in the asset. Revenue is generally presumed to be an inappropriate basis
for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted
in certain limited circumstances. This Amendment is effective for annual 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 of its
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 versa and 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 offsetting disclosures 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 denominated in 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 consolidated financial 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 the
hedge 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 comprehensive
income (“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”
credit loss 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 value through
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 measurement approach,
under which the loss allowance is measured as either twelve month expected credit losses or lifetime expected credit losses. The
management is 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-step model
to be applied to all contracts with customers. Guidance is provided on topics such as the point at which revenue is recognized,
accounting for variable consideration, costs of fulfilling and obtaining a contract and various other related matters. IFRS 15
also introduced new disclosure requirements 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 yet complete
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 the opening 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. The amendments
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 be provided); 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 IFRS 15. 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 of initially
applying this standard recognized at April 1, 2018 (i.e. the date of initial application in accordance with this standard) which
will be based on specific 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 its consolidated 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 currently
expect 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 present value of unavoidable future lease payment. Entity may
                                         elect not to apply this accounting requirement to short term leases and leases for which
                                         underlying 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 interest expense 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/operating activities 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 that contract 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,
“Operating Leases—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 companies applying
IFRS 15 Revenue from Contracts with Customers. We are in the process of assessing the impact of IFRS 16 on our consolidated results
of operations, 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 while performing
the determination of taxable profit (or loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty
over income tax treatments under IAS 12. According to IFRIC 23, companies need to determine the probability of the relevant tax
authority accepting each tax 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 compute the most likely amount or the expected value of the tax treatment when determining
taxable profit (tax loss), tax bases, unused tax losses, unused tax credits 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 accordance with 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 adjusting comparatives
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 for equity-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 services have been rendered up to the modification date; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | iii. | any
                                         difference between the carrying amount of the liability at the modification date and
                                         the amount recognized in equity should be recognized in the 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 be applied 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 Advance Consideration”
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-monetary liability
arising from the payment or receipt of advance consideration. If there are multiple payments or receipts in advance, the entity
shall determine a date 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 and
income 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 entity first 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, by specifically 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 the treatment 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 other appropriate
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 pronouncement on 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. The amendments
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 the remeasurement 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 asset ceiling.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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
| | -- | -----------------------------------------------------------------------------------



| | 6.1 | Overall
                                         considerations
| | --- | ---------------------------------------------------------------



The consolidated financial statements have
been prepared on a going concern basis. The significant accounting policies that have been used in the preparation 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 the time between
the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating
cycle as 12 months for the purpose of current - non-current classification of assets and liabilities.



| | 6.2 | Basis
                                         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 its power 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 are treated as non-controlling
interests. Profit or loss attributable to non-controlling interests are reported separately in the consolidated statements of
profit or loss and consolidated statements of comprehensive income.



| | 6.3 | Business 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 an acquisition is measured at
the fair value of the consideration given, including any cash or non-cash consideration (equity instruments) transferred any contingent
consideration, any previously held equity interest in the acquiree and liabilities incurred or assumed. The excess of the aggregate
of the cost of an acquisition 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 as goodwill. If the aggregate of the acquisition cost and any non-controlling
interests is below the fair value of the identifiable net assets (negative goodwill), a gain 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 the ownership interest in subsidiaries which do not result in a change of control are treated as transactions
between equity holders and are reported in equity.



| | 6.4 | Foreign currency
| | --- | ----------------



Our consolidated financial statements are
presented in U.S. dollars which is the functional currency of ANFI. The functional currencies of APFPL and Amira Dubai, through
which we conduct most of our operations, are Indian Rupees and United Arab Emirates Dirham (AED), respectively. The functional
currencies of ANFI, APFPL, Amira Dubai and our other subsidiaries have been determined on the basis of the primary economic environment
in which each of them operates.



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 of each respective
entity, using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign
currencies are translated at the rate of exchange on the date of the statement of financial position. Foreign exchange gains and
losses resulting from the settlement of such 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 and expenses 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”.



| | 6.5 | Revenue
| | --- | -------



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 the contractual 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 is established.



| | 6.6 | Cost
                                         of materials
| | --- | ----------------------------------------------------------



Cost of materials includes purchase of raw
materials and change in raw materials.



| | 6.7 | Inventories
| | --- | -----------



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 less estimated 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 12 months) 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 credits available, 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 required to 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 of finished goods is determined
using the weighted average method. Cost of closing inventory includes interest expense (borrowing costs) as Basmati rice is required
to be stored for a substantial period of time for the natural ageing process to occur.



F-16







| | 6.8 | Goodwill
| | --- | --------



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 the combination.



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 may be 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 carrying amount 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. Any impairment 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.



| | 6.9 | Other
                                         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 be impaired.



| | 6.10 | Property,
                                         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 resulting gain or loss (calculated
as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements
of profit 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 useful lives are as follows:



|Buildings                                                                                                                         | 5-25 years
|--------------------------------------------------------------------------------------------------------------------------------- | ----------
|Plant and machinery – includes storage equipment, pollution and fire control equipment                                            | 3-20 years
|Plant and machinery – includes laboratory equipment, weighing equipment, electrical fittings & packing and generator
    & boiler | 3-10 years
|Office equipment                                                                                                                  | 3-6 years 
|Furniture and fixtures                                                                                                            | 3-5 years 
|Vehicles                                                                                                                          | 5 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. Capital advances 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 that those assets
have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to
determine the extent of 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. Recoverable amount 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 present value 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 the estimates 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 the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset
in prior years.



| | 6.12 | Leases
| | ---- | ------



Operating leases are considered to be leases
where substantial risks and rewards related to ownership of the leased asset are retained with the lessor. Payments on 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.



| | 6.13 | Debt
                                         costs
| | ---- | ---------------------------------------------------



Debt costs primarily comprise interest on
our debt. Debt costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized
during the period of time that is necessary to complete and prepare the asset for its intended use or sale.



| | 6.14 | Advertising
                                         and business promotion expenses
| | ---- | ------------------------------------------------------------------------------------



Advertising and business promotion expenses
classified under “Other expenses”, which primarily includes hoarding cost, exhibition cost, publicity cost and cost
of other promotional activities. Advertising and business promotion expenses are recognized in profit or loss as and when incurred.



| | 6.15 | Financial
                                         assets and financial liabilities
| | ---- | -----------------------------------------------------------------------------------



Financial assets and financial liabilities
are recognized when the Group becomes a party to the contractual provisions of the financial instrument.



Financial assets are derecognized when the
contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks 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 carried at
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 initial recognition 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 to withdrawal 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 the other 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 income and 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 loss recognized in the consolidated statement of other comprehensive income is reclassified from the equity reserve to the
consolidated statement of profit or loss account.



Financial liabilities



The Group's financial liabilities include
debt, trade payables and other financial liabilities. Financial liabilities are measured subsequently at amortized cost using
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 issued are
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 is objective 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 the financial 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 the present 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 other receivables,
where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible,
it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against
the allowance account. Changes in the carrying 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 reclassified to 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 related objectively to an
event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss
to the extent 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 the impairment 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 value subsequent
to an impairment loss is recognized in other comprehensive income and accumulated under the heading of “Reserve for available
for sale financial assets”.



F-19







| | 6.16 | Derivatives
| | ---- | -----------



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 or loss is recognized
in profit or loss immediately unless the derivative is designated and effective as a hedging instrument in which event the timing
of the subsequent recognition in profit or loss depends on the nature of the hedge relationship.



| | 6.17 | Cash
                                         flow hedges
| | ---- | ---------------------------------------------------------



The Group designates forward currency derivative
contracts in respect of foreign currency risk, as cash flow hedges. Hedges of foreign exchange risk on highly 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 risk management objectives
and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis,
the Group 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 consolidated statements 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 comprehensive income and accumulated
under the heading of cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognized immediately
in the consolidated 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 in the 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, or exercised, or when it no
longer qualifies for hedge accounting. Any gain or loss recognized in other comprehensive income and accumulated in equity at
that time remains in equity and is recognized when the forecast transaction is ultimately recognized in consolidated statements
of profit or loss. When a forecast transaction 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)”.



| | 6.18 | Share-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 a corresponding increase in equity,
over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted
to reflect the number of awards for which the related service conditions are expected to be met, such that the amount ultimately
recognized as an expense 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 equity recognized in connection with a share-based compensation transaction is presented in
 “Share-based compensation reserve”. At the time of issue of respective shares, 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, using appropriate option
pricing models.



| | 6.19 | Income
                                         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 items that are recognized
in the consolidated statements of other comprehensive income or directly in equity in which case the related income tax is recognized
in the consolidated statements of other comprehensive income or equity, respectively. The basis for computation of current tax
and deferred tax is described below.



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 have been enacted
or substantively enacted by the end of the reporting period. Current income tax assets and/or liabilities comprises those obligations
to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid/un-recovered at the
reporting date. Current tax is payable on taxable 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 their tax bases using
the tax laws that have been enacted or substantively enacted by the reporting date. However, deferred tax is not provided on the
initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting
profit. In respect of taxable temporary difference associated with investment in subsidiaries, where the timing of reversal is
controllable and are not probable to reverse in foreseeable future, a deferred tax liability is not recognized. Tax losses available
to be carried forward and other income tax credits available to the Group are assessed for recognition 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 business combination.



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 against future
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 taxation authority.



The carrying amount of deferred tax assets
is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will
be available to allow all or part of the deferred tax asset to be utilized.



| | 6.20 | Other
                                         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 for sale 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 entered into for cash
flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging instruments that are recognized and accumulated
under the 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.



| | 6.21 | Post-employment
                                         benefits, short term and long term employee benefits and employee costs
| | ---- | --------------------------------------------------------------------------------------------------------------------------------



The Group provides post-employment benefits
through defined contribution plans as well as defined benefit plans.



Defined contribution plan



A defined contribution plan is a plan under
which 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
in respect of defined contribution plans are expensed in the period that relevant employee services are received. There are no
other obligations other than the contribution 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 on completion 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 the
reporting 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 present value of the defined
benefit obligation is determined by discounting the estimated future cash outflows based on management's assumptions.



The estimate of its benefit obligations is
based on standard rates of inflation and mortality. Discount rate is based upon the market yield available on government 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 the associated 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 are recognized at the
undiscounted amount of estimated value of benefit expected to be availed by the Group’s employees.



| | 6.22 | Provisions
                                         and contingent liabilities
| | ---- | ------------------------------------------------------------------------------



Provisions



Provisions are recognized when present obligations
as a result of a past event will probably lead to an outflow of economic resources from the Group and amounts can be estimated
reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or
constructive commitment that has resulted from past events. Provisions are not recognized for future operating losses. Provisions
are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available
at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number
of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of
obligations as a whole. Provisions are discounted to their present values, where the time value of money is 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 separate
asset. However, this asset may not exceed the amount of the related provision. All provisions are reviewed at each reporting date
and adjusted to reflect the current 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 be determined reliably,
no liability is recognized and such cases are disclosed as contingent liabilities.



| | 6.23 | Significant
                                         judgment and estimation uncertainty
| | ---- | ----------------------------------------------------------------------------------------



When preparing the consolidated financial
statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement 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 significant effect 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 and rice are stored for
a substantial period of time for natural ageing necessary to bring these inventories to their intended quality. However, the same
has no impact 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 appropriate
discount rate in order to calculate the present value. Where actual future cash flows are less than expected, impairment loss
may arise. The carrying amount of goodwill 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. The recoverable amount
has been measured using the relief from royalty method. The carrying amount of the indefinite life intangible assets at March
31, 2018 was $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                                                               |      
|Amira Nature Foods Ltd                           |  | Non-operating                                                                                             |  | Mauritius                                  |  |                                                                          | 100.0
|Amira I Grand Foods Inc.                         |  | Non-operating                                                                                             |  | BVI                                        |  |                                                                          | 100.0
|Amira Grand I Foods Inc.*                        |  | Non-operating                                                                                             |  | USA                                        |  |                                                                          | 100.0
|Amira K.A. Foods International DMCC*             |  | Non-operating                                                                                             |  | UAE                                        |  |                                                                          | 100.0
|Amira G Foods Limited                            |  | Selling packaged Indian specialty rice, primarily basmati rice                                            |  | UK                                         |  |                                                                          | 100  
|Amira Basmati Rice GmbH EUR**                    |  | Processing and selling packaged specialty rice                                                            |  | Germany                                    |  |                                                                          | 100  
|Basmati Rice North America LLC                   |  | Selling packaged specialty rice                                                                           |  | USA                                        |  |                                                                          | 100  
|Amira Pure Foods Private Limited                 |  | Processing and selling packaged Indian specialty rice, primarily basmati
    rice and other food products |  | India                                      |  |                                                                          | 80.4 
|Amira I Grand Foods Inc.                         |  | Selling packaged Indian specialty rice, primarily basmati rice                                            |  | USA                                        |  |                                                                          | 80.4 
|Amira C Foods International DMCC (“Amira Dubai”) |  | Selling packaged Indian specialty rice, primarily basmati rice and other
    food products                |  | UAE                                        |  |                                                                          | 80.4 
|Amira Foods Pte. Ltd.                            |  | Selling packaged Indian specialty rice, primarily basmati rice and other
    food products                |  | Singapore                                  |  |                                                                          | 80.4 
|Amira Ten Nigeria Limited                        |  | No operations                                                                                             |  | Nigeria                                    |  |                                                                          | 80.4 
|Amira Foods (Malaysia) SDN. BHD.                 |  | Selling packaged Indian specialty rice, primarily basmati rice and other
    food products                |  | Malaysia                                   |  |                                                                          | 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 and 2015
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ** | 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







| | 7.1 | Information 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                           |  
|Non-operating                                                  |  | Amira Nature Foods Ltd              |  | Mauritius                                  |  |                                          | 1
|Non-operating                                                  |  | Amira I Grand Foods Inc.            |  | BVI                                        |  |                                          | 1
|Non-operating                                                  |  | Amira Grand I Foods Inc.            |  | USA                                        |  |                                          | 1
|Non-operating                                                  |  | Amira K.A. Foods International DMCC |  | UAE                                        |  |                                          | 1
|Selling packaged Indian specialty rice, primarily basmati rice |  | Amira G Foods Limited               |  | United Kingdom                             |  |                                          | 1
|Processing, sourcing and selling packaged specialty rice       |  | Amira
    Basmati Rice GmbH EUR*    |  | Germany                                    |  |                                          | 1
|Selling packaged specialty rice                                |  | Basmati Rice North America LLC      |  | USA                                        |  |                                          | 1
|                                                               |  |                                     |  |                                            |  |                                          | 7





*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                               |  
|Processing, sourcing and selling packaged Indian specialty rice, primarily basmati
    rice and other food products |  | Amira Pure Foods Private Limited |  | India                                      |  |                                              | 1
|Sourcing and selling packaged Indian specialty rice, primarily basmati rice and other food products                 |  | Amira C Foods International DMCC |  | UAE                                        |  |                                              | 1
|Selling packaged Indian specialty rice, primarily basmati rice                                                      |  | Amira I Grand Foods Inc.         |  | USA                                        |  |                                              | 1
|Selling packaged Indian specialty rice, primarily basmati rice                                                      |  | Amira G Foods Limited            |  | United Kingdom                             |  |                                              | -
|Processing, sourcing and selling packaged specialty rice                                                            |  | Amira Basmati Rice GmbH EUR*     |  | Germany                                    |  |                                              | -
|Selling packaged specialty rice                                                                                     |  | Basmati Rice North America LLC   |  | USA                                        |  |                                              | -
|Selling packaged Indian specialty rice, primarily basmati rice and other food products                              |  | Amira Foods Pte. Ltd.            |  | Singapore                                  |  |                                              | 1
|Selling packaged Indian specialty rice, primarily basmati rice and other food products                              |  | Amira Foods (Malaysia) SDN. BHD. |  | Malaysia                                   |  |                                              | 1
|Non-operating                                                                                                       |  | Amira Ten Nigeria Limited        |  | Nigeria                                    |  |                                              | 1
|                                                                                                                    |  |                                  |  |                                            |  |                                              | 6



F-25







| | 7.2 | Details 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                                 | 
|Amira
                                         Pure Foods Private Limited*       |  | India                                                           |  |                                                                                                    | 19.6 | % |                                                                   |  | 19.6 | %                                                  | 
|Amira C Foods International DMCC                                                 |  | Dubai (UAE)                                                     |  |                                                                                                    | 19.6 | % |                                                                   |  | 19.6 | %                                                  | 
|Amira UK, Basmati Rice LLC Amira Germany**                                       |  |                                                                 |  |                                                                                                    |      |   |                                                                   |  |      |                                                    | 
|Others (individually immaterial subsidiaries with non-controlling
    interests) |  |                                                                 |  |                                                                                                    |      |   |                                                                   |  |      |                                                    | 
|Total                                                                            |  |                                                                 |  |                                                                                                    |      |   |                                                                   |  |      |                                                    | 



* 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 transaction in fiscal 2018 and accordingly, there is no NCI in
those entities.



| | 8. | Property, plant and equipment
| | -- | -----------------------------





|                                 |  | Buildings |            |   | Freehold Land |   |           | Plant
                                         and machinery |  |   | Furniture and
                                         fixtures |   |  | Office Equipment |         |   | Vehicles |   |           | Total | 
|-------------------------------- |  | --------- | ---------- | - | ------------- | - | --------- | ------------------------------------------------------------ |  | - | --------------------------------------------------------------- | - |  | ---------------- | ------- | - | -------- | - | --------- | ----- | 
|Cost                             |  |           |            |   |               |   |           |                                                              |  |   |                                                                 |   |  |                  |         |   |          |   |           |       | 
|Balance as at March 31, 2016     |  | $         | 4,606,773  |   |               | $ | 3,003,155 |                                                              |  | $ | 22,896,185                                                      |   |  | $                | 902,558 |   |          | $ | 972,088   |       | 
|- Additions                      |  |           | (939       | ) |               |   | -         |                                                              |  |   | 31,247                                                          |   |  |                  | 433     |   |          |   | 11,028    |       | 
|- Disposals                      |  |           | -          |   |               |   | -         |                                                              |  |   | (545                                                            | ) |  |                  | -       |   |          |   | -         |       | 
|- Translation adjustment         |  |           | 92,045     |   |               |   | 63,795    |                                                              |  |   | 469,190                                                         |   |  |                  | 18,328  |   |          |   | 17,723    |       | 
|Balance as at March 31, 2017     |  | $         | 4,697,879  |   |               | $ | 3,066,950 |                                                              |  | $ | 23,396,077                                                      |   |  | $                | 921,319 |   |          | $ | 1,000,839 |       | 
|- Additions                      |  |           | 5,476      |   |               |   | -         |                                                              |  |   | 22,599                                                          |   |  |                  | -       |   |          |   | 2,159     |       | 
|- Disposals                      |  |           | -          |   |               |   | -         |                                                              |  |   | -                                                               |   |  |                  | -       |   |          |   | -         |       | 
|- Translation adjustment         |  |           | (10,078    | ) |               |   | (6,956    | )                                                            |  |   | (19,935                                                         | ) |  |                  | (1,998  | ) |          |   | 2,191     |       | 
|Balance as at March 31,
    2018 |  |           | 4,693,277  |   |               |   | 3,059,994 |                                                              |  |   | 23,398,741                                                      |   |  |                  | 919,321 |   |          |   | 1,005,189 |       | 
|Depreciation
    and impairment  |  |           |            |   |               |   |           |                                                              |  |   |                                                                 |   |  |                  |         |   |          |   |           |       | 
|Balance as at March 31, 2016     |  | $         | 1,478,288  |   |               | $ | -         |                                                              |  | $ | 9,844,845                                                       |   |  | $                | 491,789 |   |          | $ | 872,740   |       | 
|- Depreciation charge            |  |           | 167,340    |   |               |   | -         |                                                              |  |   | 1,197,210                                                       |   |  |                  | 119,992 |   |          |   | 83,595    |       | 
|- Disposals                      |  |           | -          |   |               |   | -         |                                                              |  |   | -                                                               |   |  |                  | -       |   |          |   | -         |       | 
|- Translation adjustment         |  |           | 36,097     |   |               |   | -         |                                                              |  |   | 239,350                                                         |   |  |                  | 13,824  |   |          |   | 19,112    |       | 
|Balance as at March 31, 2017     |  | $         | 1,681,725  |   |               | $ | -         |                                                              |  | $ | 11,281,405                                                      |   |  | $                | 625,606 |   |          | $ | 975,447   |       | 
|- Depreciation charge            |  |           | 165,763    |   |               |   | -         |                                                              |  |   | 1,108,576                                                       |   |  |                  | 126,663 |   |          |   | 26,261    |       | 
|- Disposals                      |  |           | -          |   |               |   | -         |                                                              |  |   | -                                                               |   |  |                  | -       |   |          |   | -         |       | 
|- Translation adjustment         |  |           | (4,825     | ) |               |   | -         |                                                              |  |   | (11,777                                                         | ) |  |                  | (2,094  | ) |          |   | 1,030     |       | 
|Balance as at March 31,
    2018 |  | $         | 1,842,663  |   |               | $ | -         |                                                              |  | $ | 12,378,204                                                      |   |  | $                | 750,176 |   |          | $ | 1,002,737 |       | 
|Carrying value                   |  |           |            |   |               |   |           |                                                              |  |   |                                                                 |   |  |                  |         |   |          |   |           |       | 
|At March 31, 2017                |  | $         | 3,016,154  |   |               | $ | 3,066,950 |                                                              |  | $ | 12,114,672                                                      |   |  | $                | 295,713 |   |          | $ | 25,392    |       | 
|At March 31, 2018                |  | $         | 2,850,6134 |   |               |   | 3,059,994 |                                                              |  |   | 11,020,537                                                      |   |  |                  | 169,146 |   |          |   | 2,451     |       | 







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 collateral against 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 |   |                | $
|Building                                                   |  |                | 961,718   |   |                |  
|Furniture and fixtures  (including leasehold improvements) |  |                | -         |   |                |  
|                                                           |  | $              | 2,510,820 |   |                | $
|                                                           |  |                |           |   |                |  
|Capital advance                                            |  |                |           |   |                |  
|Plant and machinery                                        |  | $              | (10,201   | ) |                | $
|Furniture and fixtures                                     |  |                | -         |   |                |  
|                                                           |  | $              | -         |   |                | $
|                                                           |  |                |           |   |                |  
|Total                                                      |  | $              | 2,500,619 |   |                | $



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 estimated cash 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 been extrapolated assuming a steady growth rate of 1.5%. The management believes that any reasonably
possible change in the key assumptions would not cause the carrying amount to exceed the recoverable amount of the cash-generating
unit. There is no impairment loss to be recognized during the year ended March 31, 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 |   |       | $
|- Additions                                                       |  |                             | -       |   |          |   | -       |                       |  |   | -                     |   |  |                | -       |   |       |  
|- Translation
    adjustment                                      |  |                             | 16,878  |   |          |   | 2,709   |                       |  |   | (51,471               | ) |  |                | (19,537 | ) |       |  
|Balance
    as at March 31, 2017                                  |  | $                           | 825,657 |   |          | $ | 130,237 |                       |  | $ | 816,127               |   |  | $              | 309,787 |   |       | $
|- Additions                                                       |  |                             | -       |   |          |   | -       |                       |  |   | -                     |   |  |                | -       |   |       |  
|- Translation
                                         adjustment |  |                             | (1,828  | ) |          |   | (295    | )                     |  |   | 125,403               |   |  |                | 47,601  |   |       |  
|Balance
    as at March 31, 2018                                  |  | $                           | 823,829 |   |          | $ | 129,942 |                       |  | $ | 941,530               |   |  | $              | 357,388 |   |       | $
|                                                                  |  |                             |         |   |          |   |         |                       |  |   |                       |   |  |                |         |   |       |  
|Amortization
    and impairment                                   |  |                             |         |   |          |   |         |                       |  |   |                       |   |  |                |         |   |       |  
|Balance
    as at March 31, 2016                                  |  | $                           | 379,970 |   |          | $ | 127,528 |                       |  | $ | -                     |   |  | $              | 61,824  |   |       | $
|- Amortization
    charge                                         |  |                             | 78,310  |   |          |   | -       |                       |  |   | -                     |   |  |                | 26,525  |   |       |  
|- Translation
    adjustment                                      |  |                             | 10,488  |   |          |   | 2,709   |                       |  |   | -                     |   |  |                | (4,377  | ) |       |  
|Balance
    as at March 31, 2017                                  |  | $                           | 468,768 |   |          | $ | 130,237 |                       |  | $ | -                     |   |  | $              | 83,972  |   |       | $
|- Amortization
    charge                                         |  |                             | 81,376  |   |          |   | -       |                       |  |   | -                     |   |  |                | 28,283  |   |       |  
|- Translation
    adjustment                                      |  |                             | (1,628  | ) |          |   | (295    | )                     |  |   | -                     |   |  |                | 14,402  |   |       |  
|Balance
    as at March 31, 2018                                  |  | $                           | 548,516 |   |          | $ | 129,942 |                       |  | $ | -                     |   |  | $              | 126,657 |   |       | $
|                                                                  |  |                             |         |   |          |   |         |                       |  |   |                       |   |  |                |         |   |       |  
|Carrying
    value                                                |  |                             |         |   |          |   |         |                       |  |   |                       |   |  |                |         |   |       |  
|At March 31, 2017                                                 |  | $                           | 356,889 |   |          | $ | -       |                       |  | $ | 816,127               |   |  | $              | 225,815 |   |       | $
|At
    March 31, 2018                                             |  |                             | 275,313 |   |          |   | -       |                       |  |   | 941,530               |   |  |                | 230,731 |   |       |  





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 as the 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 North America 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 Euro Basmati 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 |  |                | $
|Term deposits                 |  |                | 1,270   |  |                |  
|Total                         |  | $              | 236,570 |  |                | $



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 credit issued 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     |  |                | $
|Finished goods            |  |                | 160,558,326 |  |                |  
|Stores, spares and others |  |                | 511,374     |  |                |  
|Total                     |  | $              | 161,278,862 |  |                | $



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 (Note 22).





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 of impairment in (realizable values
of) inventory. The adverse impact on realizable values is attributed primarily to quality deterioration of a part of inventory
and 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 includes borrowing costs (Note 27).



| | 13. | Trade receivables
| | --- | -----------------



Trade receivables comprise the following:



|                                           |  | March 31, 2018 |             |   | March 31, 2017 |  
|------------------------------------------ |  | -------------- | ----------- | - | -------------- | -
|Gross value                                |  | $              | 260,290,455 |   |                | $
|Less: Provision for bad and doubtful debts |  |                | (1,958,492  | ) |                |  
|Net trade receivables                      |  | $              | 258,331,963 |   |                | $



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 is given 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         |  | $              | 3,639,941  |   |                | $
|Add: During the year                 |  |                | (1,675,460 | ) |                |  
|Add/ (less): Translation adjustments |  |                | (5,990     | ) |                |  
|At the end
    of the year           |  | $              | 1,958,491  |   |                | $



| | 14. | Other financial assets
| | --- | ----------------------



Other financial assets comprise the following:



|                                                 |  | March 31, 2018 |           |  | March 31, 2017 |  
|------------------------------------------------ |  | -------------- | --------- |  | -------------- | -
|Security deposits, restricted                    |  | $              | 122,158   |  |                | $
|Term deposits, restricted                        |  |                | 2,352,525 |  |                |  
|Interest receivable                              |  |                | 673,869   |  |                |  
|Investment in listed securities and mutual funds |  |                | 398,034   |  |                |  
|Other receivables                                |  |                | 65,646    |  |                |  
|Total                                            |  | $              | 3,612,232 |  |                | $



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. Such deposits
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
credit issued 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    |  |                | $
|Advances to suppliers |  |                | 65,630,203 |  |                |  
|Total                 |  | $              | 65,977,255 |  |                | $



| | 16. | Other current assets
| | --- | --------------------



Other current assets comprise the following:



|                                            |  | March 31, 2018 |           |  | March 31, 2017 |  
|------------------------------------------- |  | -------------- | --------- |  | -------------- | -
|Advances to employees                       |  | $              | 313,167   |  |                | $
|Service tax and other tax credit receivable |  |                | 694,595   |  |                |  
|Other receivables                           |  |                | 162,438   |  |                |  
|Total                                       |  | $              | 1,170,200 |  |                | $



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    |  |                | $
|Cash in current accounts |  |                | 1,175,290 |  |                |  
|Bank deposits            |  |                | -         |  |                |  
|Total                    |  | $              | 1,216,642 |  |                | $



| | 18. | Equity
| | --- | ------



| | 18.1 | Share capital
| | ---- | -------------



ANFI was incorporated on February 20,
2012 with unlimited authorized share capital and an issued share capital of $100 by issuing 100 shares for $1 per share. 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 2017 Plan, (collectively “The
Plan”). The Plan is a comprehensive incentive compensation plan under which the management can grant equity-based and other
incentive awards to officers, employees, directors and consultants and advisers to ANFI and its subsidiaries.



The 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 Share Awards, Performance
Unit Awards, Restricted Share Awards, Restricted Share Unit Awards, Share Appreciation Rights, Tandem Share Appreciation Rights,
Unrestricted Share Awards or any combination of the foregoing, to key management employees and non-employee directors of, and
non-employee consultants of, ANFI or any of its subsidiaries. However, incentive share options awards are solely for employees
of the Group. The Group had reserved a total of 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 or under awards to be made under the 2017 Plan.



|Details
                                         of Share authorized for share based compensation as per 2012 & 2017 Omnibus Securities
                                         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 of 5 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 least thirty days before the end of the term. The Company is presently in negotiations with Mr. Chanana concerning
the terms of his employment. Post the Board meeting of October 21, 2017, Karan A. Chanana continues to serve the business in the
capacity of the Chairman and CEO. However, pending a documented agreement, 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 of 5 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 least thirty days before the end of the term. The Company is presently in negotiations with Mr. Chanana concerning
the terms of his employment. Post the Board meeting of October 21, 2017, Karan A. Chanana continues to serve the business in the
capacity of the Chairman and CEO. However, pending a documented agreement, 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 as approved 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 share options 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       |                | 
|Exercise price                                        |  |                | - |  |                | $ | 10            |                | 
|Grant date                                            |  |                | - |  |                |   | July 15, 2016 |                | 
|Exercise period                                       |  |                | - |  |                |   | 10 years      |                | 
|Valuation model used                                  |  |                | - |  |                |   | Binomial      |                | 
|Share based compensation recognized in profit or loss |  |                | - |  |                |   | $853,776      | #              | 



# 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,
a corresponding 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 be expensed over the
vesting period is determined by reference to the fair value of the options granted. This vesting period has been amended by the
Compensation Committee and approved by the Board on December 9, 2013 which makes the options immediately exercisable. Consequent
to this amendment, 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 relating to 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 model that 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 on industry 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  |   |              | $
|Fair value of shares at grant date               |  | $             | 7.48  |   |              | $
|Exercise price                                   |  | $             | 10.00 |   |              | $
|Exercise multiple                                |  |               | 2.5   |   |              |  
|Expected time to exercise (years)                |  |               | -     |   |              |  
|Expected volatility                              |  |               | 28.89 | % |              |  
|Total life of Options                            |  |               | 10    |   |              |  
|Dividend yield                                   |  |               | 0     | % |              |  
|Risk-free interest rate                          |  |               | 1.56  | % |              |  



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 |  |                | $
|                                    |  |                |            |  |                |  
|Other current liabilities           |  |                |            |  |                |  
|Statutory dues                      |  |                | 431,446    |  |                |  
|Advance received from customers     |  |                | 424,991    |  |                |  
|Other liabilities                   |  |                | 14,722     |  |                |  
|Total other current liabilities (B) |  | $              | 871,159    |  |                | $
|                                    |  |                |            |  |                |  
|Total (A) +
    (B)                 |  | $              | 12,612,302 |  |                | $



| | 21. | Other financial liabilities
| | --- | ---------------------------



Other financial liabilities comprise the following:





|                                      |  | March 31, 2018 |           |  | March 31, 2017 |  
|------------------------------------- |  | -------------- | --------- |  | -------------- | -
|Expenses payable                      |  | $              | 3,125,705 |  |                | $
|Salary payable                        |  |                | 1,567,348 |  |                |  
|Security deposits                     |  |                | 10,815    |  |                |  
|Liability for compensated absences    |  |                | 183,411   |  |                |  
|Other liabilities                     |  |                | 2,398,195 |  |                |  
|Total
    other financial liabilities |  | $              | 7,285,474 |  |                | $







| | 22. | Debt
| | --- | ----



Debt comprises working capital loans, vehicle
loans and term loans. These can be classified in the categories mentioned below:



F-34







| | 22.1 | Non-current debt
| | ---- | ----------------



|                                          |  | March 31, 2018 |            |   | March 31, 2017 |  
|----------------------------------------- |  | -------------- | ---------- | - | -------------- | -
|Term loans                                |  | $              | 1,421,911  |   |                | $
|Vehicle loans                             |  |                | 33,292     |   |                |  
|Total debt                                |  | $              | 1,455,203  |   |                | $
|Less: Amount reclassified to current debt |  |                | (1,427,773 | ) |                |  
|Total non-current debt                    |  | $              | 27,430     |   |                | $



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 | % |                | 
|Vehicle loans |  |                | 4.6  | % |                | 



| | 22.2 | Current debt
| | ---- | ------------





|                                              |  | March 31, 2018 |             |  | March 31, 2017 |  
|--------------------------------------------- |  | -------------- | ----------- |  | -------------- | -
|Working capital loans                         |  | $              | 231,782,800 |  |                | $
|Debt from Mr. Karan A. Chanana and affiliates |  |                | 16,394,751  |  |                |  
|Debt from Other Body Corporates               |  |                | 598,720     |  |                |  
|                                              |  | $              | 248,776,271 |  |                | $
|Add: Current portion
    of long term debt    |  |                | 1,427,773   |  |                |  
|Total
    current debt                        |  | $              | 250,204,044 |  |                | $



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 credit
facilities 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 and debt from related
party is as follows:



|                               |  | March 31, 2018 |       |   | March 31, 2017 | 
|------------------------------ |  | -------------- | ----- | - | -------------- | 
|Working capital loans          |  |                | 12.68 | % |                | 
|Debt from Mr. Karan A. Chanana |  |                | 11.60 | % |                | 
|Debt from other related party  |  |                | 9.29  | % |                | 



F-35







| | 23. | Income taxes
| | --- | ------------



| | 23.1 | Deferred tax liabilities (net)
| | ---- | ------------------------------



Deferred tax assets and (liabilities) arising
from temporary differences are summarized as follows:



|                                                  |  | March 31,
    2016 |            |   | Change in
    opening balance due to change in tax rates |   |   | Recognized in
    consolidated statements of other comprehensive income |  |   | Recognized in
    consolidated statement of profit or loss |   |  | Translation
    adjustment |         |   | March 31,
    2017 |  
|------------------------------------------------- |  | ------------------ | ---------- | - | -------------------------------------------------------- | - | - | ----------------------------------------------------------------------- |  | - | ---------------------------------------------------------- | - |  | -------------------------- | ------- | - | ------------------ | -
|Intangible assets                                 |  | $                  | (339,317   | ) |                                                          | $ | - |                                                                         |  | $ | -                                                          |   |  | $                          | 211     |   |                    | $
|Property, plant and equipment                     |  |                    | 74,229     |   |                                                          |   | - |                                                                         |  |   | -                                                          |   |  |                            | 499,646 |   |                    |  
|Employee benefits                                 |  |                    | 225,036    |   |                                                          |   | - |                                                                         |  |   | (25,932                                                    | ) |  |                            | (28,689 | ) |                    |  
|Derivative assets/liabilities:                    |  |                    |            |   |                                                          |   |   |                                                                         |  |   |                                                            |   |  |                            |         |   |                    |  
|- Forward contracts not used for cash flow hedges |  |                    | (151,942   | ) |                                                          |   | - |                                                                         |  |   | -                                                          |   |  |                            | 149,960 |   |                    |  
|- Forward contracts used for cash flow hedges     |  |                    | -          |   |                                                          |   | - |                                                                         |  |   | -                                                          |   |  |                            | -       |   |                    |  
|Available for sale reserve                        |  |                    | 7,401      |   |                                                          |   | - |                                                                         |  |   | (15,592                                                    | ) |  |                            | -       |   |                    |  
|Interest on Inventory                             |  |                    | (5,236,986 | ) |                                                          |   | - |                                                                         |  |   | -                                                          |   |  |                            | 251,073 |   |                    |  
|Debt                                              |  |                    | (4,015     | ) |                                                          |   | - |                                                                         |  |   | -                                                          |   |  |                            | 2,373   |   |                    |  
|Others                                            |  |                    | 224,222    |   |                                                          |   | - |                                                                         |  |   | -                                                          |   |  |                            | (65,810 | ) |                    |  
|Total                                             |  | $                  | (5,201,372 | ) |                                                          | $ | - |                                                                         |  | $ | (41,524                                                    | ) |  | $                          | 808,764 |   |                    | $



|                                                  |  | 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      |   |               | $
|Property, plant and equipment                     |  |               | 591,541    |   |                                                  |   | 5,581   |                                                                |  |   | -                                                   |   |  |                       | (1,567,605 | ) |               |  
|Employee benefits                                 |  |               | 173,299    |   |                                                  |   | 1,691   |                                                                |  |   | (27,671                                             | ) |  |                       | 39,049     |   |               |  
|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       | ) |               |  
|Interest on Inventory                             |  |               | (5,087,699 | ) |                                                  |   | (48,982 | )                                                              |  |   | -                                                   |   |  |                       | 5,125,344  |   |               |  
|Debt                                              |  |               | (1,648     | ) |                                                  |   | -       |                                                                |  |   | -                                                   |   |  |                       | 1,530      |   |               |  
|Others                                            |  |               | 160,579    |   |                                                  |   | 1,551   |                                                                |  |   | -                                                   |   |  |                       | 235,092    |   |               |  
|Total                                             |  | $             | (4,491,272 | ) |                                                  | $ | (40,242 | )                                                              |  | $ | (44,075                                             | ) |  | $                     | 3,837,370  |   |               | $



| | 23.2 | Deferred 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 losses in Group entities
located in Singapore, USA, United Kingdom, Mauritius Malaysia and Germany in the absence of reasonable certainty of availability
of sufficient taxable profit in these entities in the future. The following table provides the information relating to expiry
period of the carry forward of the tax losses and related deferred tax assets:



F-36









|                                                              |  | March 31, 2018 |            
|------------------------------------------------------------- |  | -------------- | -----------
|                                                              |  | Tax losses     |            
|Losses that can be carried forwarded indefinitely             |  | $              | (1,809,690 
|Losses that will expire by the year ending March 31,
    2023 |  |                | (65,766    
|Losses that will expire after the year ending March 31, 2030  |  |                | (21,934,237
|Total                                                         |  | $              | (23,809,693





| | 23.3 | Unrecognized 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 management
believes it is probable that such differences will not reverse in the foreseeable future.



| | 23.4 | Deferred tax liabilities (net)
| | ---- | ------------------------------



|                               |  | March 31, 2018 |           |  | March 31, 2017 |  
|------------------------------ |  | -------------- | --------- |  | -------------- | -
|Deferred tax assets            |  | $              | 543,285   |  |                | $
|Less: Deferred tax liabilities |  |                | 1,345,227 |  |                |  
|Deferred tax liabilities (net) |  | $              | 801,942   |  |                | $



| | 23.5 | Income 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 |                | 
|Deferred tax expense /(income) |  |                | (3,797,127  | ) |                |   | (808,765  | )              | 
|Tax expense for earlier years  |  |                | -           |   |                |   | -         |                | 
|Income tax
    expense         |  | $              | (19,941,298 | ) |                | $ | 4,596,968 |                | 



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 |                    | 
|                                                                                                |  |                    |              |   |                    |   |            |                    | 
|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  |                    | 
|Impact of change in tax rate                                                                    |  |                    | -            |   |                    |   | -          |                    | 
|Non-deductible expenses                                                                         |  |                    | (24,707      | ) |                    |   | 14,710     |                    | 
|Tax for earlier years                                                                           |  |                    |              |   |                    |   | -          |                    | 
|Others                                                                                          |  |                    | (67,945,614  | ) |                    |   | 1,059,526  |                    | 
|Tax
    expense                                                                                 |  | $                  | (19,941,298  | ) |                    | $ | 4,596,968  |                    | 





*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 |                    | 
|Bonus to Mr. Karan A. Chanana (Note 31) |  |                    | -         |  |                    |   | 351,000   |                    | 
|Compensated absence cost                |  |                    | 19,982    |  |                    |   | (88,830   | )                  | 
|Gratuity cost                           |  |                    | 63,186    |  |                    |   | 75,329    |                    | 
|Contribution to provident fund          |  |                    | 19,793    |  |                    |   | 19,965    |                    | 
|Share-based compensation  (Note 31)     |  |                    | 907,158   |  |                    |   | 1,312,246 |                    | 
|Staff welfare expenses                  |  |                    | 132,580   |  |                    |   | 527,489   |                    | 
|Total                                   |  | $                  | 6,797,731 |  |                    | $ | 8,753,175 |                    | 





Category-wise employee benefits expense:





|                           |  | March 31,
    2018 |           |  | March 31,
    2017 |   |           | March 31,
    2016 | 
|-------------------------- |  | ------------------ | --------- |  | ------------------ | - | --------- | ------------------ | 
|Post-employment benefit:   |  |                    |           |  |                    |   |           |                    | 
|Defined benefit plans      |  | $                  | 63,186    |  |                    | $ | 75,329    |                    | 
|Defined contribution plans |  |                    | 19,793    |  |                    |   | 19,965    |                    | 
|                           |  |                    |           |  |                    |   |           |                    | 
|Share-based compensation   |  |                    | 907,158   |  |                    |   | 1,312,246 |                    | 
|Short term benefit         |  |                    | 5,807,595 |  |                    |   | 7,345,635 |                    | 
|Total                      |  | $                  | 6,797,732 |  |                    | $ | 8,753,175 |                    | 





Post-employment benefits



Post-employment benefits comprises gratuity
(defined benefit plan) and provident fund (defined contribution plan), details of which are given below.



| | 24.1 | Gratuity
| | ---- | --------



The Group provides gratuity benefits to its
employees working in APFPL. The gratuity benefit is a defined benefit plan that, at retirement or termination of employment, provides
eligible employees with a lump sum payment, which is a function of the last drawn salary and completed years of service. This
is an unfunded 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 |                | 
|Interest cost                                                           |  |                | 21,522 |  |                |   | 26,445 |                | 
|Expense recognized in the consolidated statements of
    profit or loss |  | $              | 63,186 |  |                | $ | 75,329 |                | 



Amount recognized in other comprehensive income consist of:



|               |  | March 31, 2018 |        |  | March 31, 2017 |   |        | March 31, 2016 | 
|-------------- |  | -------------- | ------ |  | -------------- | - | ------ | -------------- | 
|Actuarial gain |  | $              | 79,955 |  |                | $ | 74,931 |                | 
|               |  | $              | 79,955 |  |                | $ | 74,931 |                | 



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 |                | 
|               |  | $              | 191,549 |  |                | $ | 139,974 |                | 



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 | %              | 
|Expected rate of increase in compensation levels |  |                | 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 |                | 
|Interest cost                                           |  |                | 21,522  |   |                |   | 26,445  |                | 
|Current service cost                                    |  |                | 41,664  |   |                |   | 48,884  |                | 
|Benefits paid                                           |  |                | (7,910  | ) |                |   | (56,547 | )              | 
|Actuarial (gain) / loss                                 |  |                | (79,955 | ) |                |   | (74,931 | )              | 
|Translation adjustment                                  |  |                | (459    | ) |                |   | 5,165   |                | 
|Defined benefit obligation at the end of the year       |  | $              | 258,806 |   |                | $ | 283,944 |                | 



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
|Total                         |  | $              | 79,955 |  |                | $ | 74,931 |                |  | $ | 69,682         |  |  | $              | 41,547



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             | 
|Impact on defined benefit obligation |  |               | (26,979 | ) |                         | 



The sensitivity analysis above have been determined
based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes 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







| | 24.2 | Defined 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 |                | 
|Amortization |  |                | 122,533   |  |                |   | 116,908   |                | 
|Total        |  | $              | 1,617,118 |  |                | $ | 1,778,968 |                | 



| | 26. | Other expenses
| | --- | --------------



Other expenses comprise the following:



|                                            |  | March 31, 2018 |            |  | March 31, 2017 |   |            | March 31, 2016 | 
|------------------------------------------- |  | -------------- | ---------- |  | -------------- | - | ---------- | -------------- | 
|Insurance                                   |  | $              | 790,195    |  |                | $ | 1,459,792  |                | 
|Communication expenses                      |  |                | 153,562    |  |                |   | 193,400    |                | 
|Repairs and maintenance                     |  |                | 198,325    |  |                |   | 345,375    |                | 
|Travel and conveyance                       |  |                | 1,113,198  |  |                |   | 832,006    |                | 
|Legal and professional                      |  |                | 4,373,607  |  |                |   | 4,670,277  |                | 
|Rent                                        |  |                | 1,700,257  |  |                |   | 1,954,959  |                | 
|Power and fuel                              |  |                | 352,568    |  |                |   | 424,533    |                | 
|Security expenses                           |  |                | 162,002    |  |                |   | 292,745    |                | 
|Advertising and business promotion expenses |  |                | 677,207    |  |                |   | 1,160,661  |                | 
|Commission, claims and compensation         |  |                | 90,644     |  |                |   | 179,979    |                | 
|Others                                      |  |                | 3,093,595  |  |                |   | 3,391,983  |                | 
|Total                                       |  | $              | 12,705,160 |  |                | $ | 14,905,710 |                | 



| | 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 |                | 
|Interest to suppliers                      |  |                | 2,826      |  |                |   | -          |                | 
|Interest on loan from related
    party    |  |                | 1,959,017  |  |                |   | 1,107,351  |                | 
|Total interest expense                     |  |                | 33,500,531 |  |                |   | 27,580,259 |                | 
|Add: Debt processing and other
    charges |  |                | 608,090    |  |                |   | 1,692,567  |                | 
|Total                                      |  | $              | 34,108,621 |  |                | $ | 29,272,826 |                | 







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 |                | 
|Other interest received         |  |                | -      |  |                |   | 136     |                | 
|Total                           |  | $              | 29,669 |  |                | $ | 263,231 |                | 



| | 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 currency transactions/balance |  | $              | 4,880,153 |  |                | $ | (1,424,689 | )              | 
|Gain/ (loss) on sale of property, plant and equipment                                              |  |                | 28,411    |  |                |   | (1,517     | )              | 
|Cumulative gain/(loss) reclassified from equity on sale of available for sale financial assets     |  |                | -         |  |                |   | -          |                | 
|Hedge ineffectiveness on cash flow hedges                                                          |  |                | -         |  |                |   | -          |                | 
|Net gain/(loss) on revaluation/settlement of forward contracts not used for cash flow hedges       |  |                | -         |  |                |   | (86,722    | )              | 
|Net gain/(loss) on settlement of forward contracts used for cash flow hedges                       |  |                | -         |  |                |   | -          |                | 
|Total                                                                                              |  | $              | 4,908,564 |  |                | $ | (1,512,928 | )              | 



| | 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, financial information of ANFI includes
assets, liabilities, revenues and expenses of APFPL at their respective carrying values as if combination was completed at the
beginning of the first period presented. This combination gives rise to a 19.6% non-controlling interest (NCI) in APFPL. Earnings
per share have been calculated 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 |                    | 
|Weighted average number of shares:                     |  |                    |             |   |                    |   |            |                    | 
|- For calculation of basic earnings
    per share (B)  |  |                    | 34,064,348  |   |                    |   | 29,822,470 |                    | 
|- Dilutive impact of equivalent stock
    options (C)  |  |                    | -           | # |                    |   | -          | *                  | 
|- For diluted
    earnings per share (D) = (B) + (C)   |  |                    | 34,064,348  |   |                    |   | 29,822,470 |                    | 
|Basic earnings per
    share (A) ÷ (B)                 |  | $                  | (2.30       | ) |                    | $ | 0.84       |                    | 
|Diluted
    earnings per share (A) ÷ (D)               |  | $                  | (2.30       | ) |                    | $ | 0.84       |                    | 





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 ratio is 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 notice period 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
expense for 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 shares issuable pursuant to
the Exchange Agreement and 1,465,183 share options granted and vested (Note 19) pursuant to the 2012 Omnibus Securities and Incentive
Plan) in ANFI.



The Group's related parties include transactions
with key management personnel ("KMPs") and enterprises over which KMPs are able to exercise control/significant influence.
All the directors (both executive and others) of ANFI and Ms. Anita Daing (a former director of Amira Pure Foods Private Limited
 “APFPL”) are considered as KMPs for related party transactions disclosures.



| | 31.1 | Transactions 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 |                | 
|Share-based compensation:                                            |  |                |           |  |                |  |           |                | 
|- expense recognized on share options granted (Mr. Karan A. Chanana) |  |                | -         |  |                |  | 853,776   |                | 
|- expense recognized on share awards granted (Mr. Karan A. Chanana)  |  |                | 536,000   |  |                |  | -         |                | 
|- expense recognized on share awards granted (others)                |  |                | 345,591   |  |                |  | 377,165   |                | 
|- expense recognized on share options granted (others)               |  |                | 25,567    |  |                |  | 81,308    |                | 
|Defined benefit plan – Gratuity                                      |  |                | -         |  |                |  | -         |                | 
|Rent expense                                                         |  |                | 3,925     |  |                |  | 3,758     |                | 
|Loan received                                                        |  |                | 6,613,610 |  |                |  | 727,652   |                | 
|Loan repaid                                                          |  |                | 6,015,377 |  |                |  | 637,923   |                | 
|Interest expense                                                     |  |                | 1,968,907 |  |                |  | 1,107,351 |                | 
|Advance paid back                                                    |  |                | 4,004,804 |  |                |  | 2,800,000 |                | 
|Advance received                                                     |  |                | 1,696,113 |  |                |  | 2,840,833 |                | 



|Outstanding balances                                   |  | March 31, 2018 |            |  | March 31, 2017 |   |            | March 31, 2016 | 
|------------------------------------------------------ |  | -------------- | ---------- |  | -------------- | - | ---------- | -------------- | 
|Salary and bonus payable - to Mr. Karan A.
    Chanana |  | $              | -          |  |                | $ | 647,000    |                | 
|Salary and bonus payable – to others                   |  |                | 468,538    |  |                |   | 323,019    |                | 
|Advance receivables                                    |  |                | -          |  |                |   | 11,641     |                | 
|Advance payable to Mr. Karan A. Chanana                |  |                | 578,247    |  |                |   | 651,785    |                | 
|Loan and interest payable                              |  |                | 17,828,042 |  |                |   | 17,903,077 |                | 
|Rent payable to Mr. Karan A. Chanana                   |  |                | 27,728     |  |                |   | 24,500     |                | 



F-42







All of the above payables are payables on
demand and carry no collateral.



| | 31.2 | Guarantee
                                         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 in favor 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 restated memorandum and articles of association and pursuant to indemnification agreements
entered into with such directors and officers. Such indemnification will include indemnification for Mr. Karan A. Chanana and
Ms. Anita Daing personal guarantees described above. Ms. Anita Daing was a director of Amira India until May 23, 2016.





| | 31.3 | Share-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).



| | 31.4 | Share
                                         Exchange agreement with KMP (representing NCI)
| | ---- | ---------------------------------------------------------------------------------------------



The NCI have entered into a share exchange
agreement with ANFI (Note 18.1).



| | 31.5 | Transactions 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            |  |                | - |  |                |   | - |                | 



|Outstanding balances |  | March 31, 2018 |    |  | March 31, 2017 |   |    | March 31, 2016 | 
|-------------------- |  | -------------- | -- |  | -------------- | - | -- | -------------- | 
|Trade payables       |  | $              | 47 |  |                | $ | 47 |                | 
|Advances receivables |  |                | -  |  |                |   | -  |                | 



| | 32. | Cash flow adjustments and changes in operating assets
                                         and liabilities
| | --- | --------------------------------------------------------------------------------------------------------------



Adjustments to arrive at the operating cash
flow before taxes are summarized below:



| | 32.1 | Adjustment for non-cash items
| | ---- | -----------------------------



|                                                                                                      |  | March 31, 2018 |            |   | March 31, 2017 |   |            | March 31, 2016 | 
|----------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | - | -------------- | - | ---------- | -------------- | 
|Depreciation and amortization                                                                         |  | $              | 1,617,118  |   |                | $ | 1,778,968  |                | 
|Impairment loss recognized on trade receivables and other current assets                              |  |                | 1,008,534  |   |                |   | 2,926,165  |                | 
|Unrealized (gains)/ losses on account of foreign exchange differences                                 |  |                | (3,887,013 | ) |                |   | 373,026    |                | 
|Unrealized fair value (gains)/ losses on derivative financial assets recognized in profit or
    loss |  |                | -          |   |                |   | 433,311    |                | 
|Share-based compensation                                                                              |  |                | 20,222,187 |   |                |   | 9,449,525  |                | 
|Total                                                                                                 |  | $              | 18,960,826 |   |                | $ | 14,960,995 |                | 



F-43







| | 32.2 | Adjustment for non-operating income and expense
| | ---- | -----------------------------------------------



|                                              |  | March 31, 2018 |            |   | March 31, 2017 |   |            | March 31, 2016 | 
|--------------------------------------------- |  | -------------- | ---------- | - | -------------- | - | ---------- | -------------- | 
|Interest expense                              |  | $              | 34,108,621 |   |                | $ | 29,272,826 |                | 
|Interest and dividend income                  |  |                | (29,669    | ) |                |   | (263,231   | )              | 
|Gain on sale of property, plant and equipment |  |                | (28,411    | ) |                |   | 1,517      |                | 
|Gain on sale of shares                        |  |                | -          |   |                |   | -          |                | 
|Total                                         |  | $              | 34,050,541 |   |                | $ | 29,011,112 |                | 



| | 32.3 | Change 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   |                    | 
|Inventories                                  |  |                    | 112,237,473 |   |                    |   | (28,206,199 | )                  | 
|Trade receivables                            |  |                    | (50,559,691 | ) |                    |   | (21,603,553 | )                  | 
|Other current assets and prepayments         |  |                    | (19,104,256 | ) |                    |   | (22,660,049 | )                  | 
|Total                                        |  | $                  | 32,615,148  |   |                    | $ | (68,644,523 | )                  | 



| | 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 capital commitment is on account
of entering into a contract towards purchase of plant and machinery and office equipment in connection with the new rice processing
plant.



Contingent liabilities



|                   |  | March 31, 2018 |         |  | March 31, 2017 |   |         | March 31, 2016 | 
|------------------ |  | -------------- | ------- |  | -------------- | - | ------- | -------------- | 
|Market fees(a)     |  | $              | 71,571  |  |                | $ | 71,585  |                | 
|Income tax case(b) |  |                | 202,495 |  |                |   | 202,535 |                | 
|Total              |  | $              | 274,066 |  |                | $ | 274,120 |                | 



(a)Represents
market fees demand raised by Haryana State Agricultural Marketing Board ("HSAMB") in respect of certain paddy purchases.
The Group has 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 of any 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 High Court 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 the likelihood 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 subjected to a seizure and forfeiture process decision by the Collector of Customs, Port of Subic, against a “locator”
(customs broker) engaged by the Amira C Foods International DMCC (“Amira Dubai”) to unload and warehouse the cargo.
The Amira Dubai, as an intervener, or legal owner of the products, has appealed this decision with the Commissioner of Customs
(“COC”) of the Republic of the Philippines, seeking reversal of the decision, which appeal was denied on October 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 decision of 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 of Customs (‘‘BOC’’) and an entity named Veramar Rice Mill
and Trading Company was declared as the highest bidder with a bid of Php 487 million Pesos (equivalent to $11.7 million). Based
on representations of legal counsel for the COC, the full bid amount has been remitted to the COC and that the amount has 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 expects that the likelihood of any liability to the Amira Dubai is not probable. Accordingly, no provision has
been created for this matter. These products, currently undergoing 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. The chief operating
decision maker reviews the operations of the Group as one operating segment. Hence no separate segment information has been furnished
herewith.



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  | % |  | $
|Other food products            |  |                | 70,322,203  |  |   |  | 17  | %              |  |   | 66,356,110  |  |  |                | 12  | % |  |  
|Total                          |  | $              | 413,901,480 |  |   |  | 100 | %              |  | $ | 551,830,966 |  |  |                | 100 | % |  | $



The Group categorizes its revenue by geographical
region based on product destination to the external customers, as summarized below, which as per management is most appropriate:



|Region                         |  | March 31, 2018 |             |  | % |  |      | March 31, 2017 |  |   | %           |  |  | March 31, 2016 |      |   | % |  
|------------------------------ |  | -------------- | ----------- |  | - |  | ---- | -------------- |  | - | ----------- |  |  | -------------- | ---- | - | - | -
|EMEA                           |  | $              | 218,805,726 |  |   |  | 52.9 | %              |  | $ | 242,773,808 |  |  |                | 44.0 | % |   | $
|India                          |  |                | 143,515,397 |  |   |  | 34.7 | %              |  |   | 275,183,618 |  |  |                | 49.9 | % |   |  
|North America                  |  |                | 50,114,594  |  |   |  | 12.1 | %              |  |   | 27,735,547  |  |  |                | 5.0  | % |   |  
|Asia Pacific (excluding India) |  |                | 1,465,763   |  |   |  | 0.4  | %              |  |   | 6,137,993   |  |  |                | 1.1  | % |   |  
|Total                          |  | $              | 413,901,480 |  |   |  | 100  | %              |  | $ | 551,830,966 |  |  |                | 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 |                | 
|Group’s revenue (A)                                               |  | $              | 413,901,480 |   |                | $ | - |                | 
|Revenue generated from major customer(s) (B)                      |  |                | 118,797,692 |   |                |   | - |                | 
|Concentration of revenue in % in such major customer(s) [(B)/(A)] |  |                | 29          | % |                |   | - |                | 



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 holds assets are provided
as follows:



|        |  | March 31, 2018 |            |  | March 31, 2017 |   |            | March 31, 2016 | 
|------- |  | -------------- | ---------- |  | -------------- | - | ---------- | -------------- | 
|India   |  | $              | 17,233,815 |  |                | $ | 18,642,280 |                | 
|Germany |  |                | 2,705,984  |  |                |   | 2,359,060  |                | 
|Others  |  |                | 574,396    |  |                |   | 478,458    |                | 
|Total   |  | $              | 20,514,195 |  |                | $ | 21,479,798 |                | 



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 measurements at
                                         reporting date using |         |  | Valuation techniques and  key
    inputs
|----------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------- | ------- |  | ----------------------------------------
|March 31, 2018                      |  | Total                                                                                                                             |         |  | Level 1                                 
|Assets                              |  |                                                                                                                                   |         |  |                                         
|Derivative assets                   |  |                                                                                                                                   |         |  |                                         
|Forward contracts                   |  | $                                                                                                                                 |         |  |                                         
|Available for sale financial assets |  |                                                                                                                                   |         |  |                                         
|Mutual funds                        |  |                                                                                                                                   | 259,352 |  |                                         
|Listed securities                   |  |                                                                                                                                   | 138,682 |  |                                         
|                                    |  |                                                                                                                                   |         |  |                                         
|Liabilities                         |  |                                                                                                                                   |         |  |                                         
|Derivative liabilities              |  |                                                                                                                                   |         |  |                                         
|Forward contracts                   |  |                                                                                                                                   | -       |  |                                         



F-46







|                                    |  | Fair
                                         value measurements at
                                         reporting date using |         |  |        
|----------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------- | ------- |  | -------
|March 31, 2017                      |  | Total                                                                                                                             |         |  | Level 1
|Assets                              |  |                                                                                                                                   |         |  |        
|Derivative assets                   |  |                                                                                                                                   |         |  |        
|Forward contracts                   |  | $                                                                                                                                 | -       |  |        
|Available for sale financial assets |  |                                                                                                                                   |         |  |        
|Mutual funds                        |  |                                                                                                                                   | 243,751 |  |        
|Listed securities                   |  |                                                                                                                                   | 108,036 |  |        
|                                    |  |                                                                                                                                   |         |  |        
|Liabilities                         |  |                                                                                                                                   |         |  |        
|Derivative liabilities              |  |                                                                                                                                   |         |  |        
|Forward contracts                   |  |                                                                                                                                   | -       |  |        



| | 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 financial liabilities 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 value of 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 current liabilities
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 their carrying 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 for above 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 is coordinated
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 assets for speculative purposes.



F-47







| | 37.1 | Market risk analysis
| | ---- | --------------------



Market risk is the risk that changes in market
prices will have an effect on our income or value of the financial assets and liabilities. We are exposed to various types of
market risks which result from its operating and investing activities. The most significant financial risks to which we are exposed
are described 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 risk through its
sales. The exchange rate risk primarily arises from foreign exchange receivables. A significant portion of revenue is in U.S.
dollars while a significant 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. Appreciation of the INR
against the U.S. dollar can adversely affect our results of operations. We also have exposure to foreign currency exchange risk
from other currencies, namely the Euro; however, management considers the impact of any fluctuation in these currencies to be
insignificant. Further, Amira C Foods International 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. We follow established
risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge forecasted cash flows
denominated in foreign currency. The analysis assumes that all other variables remain constant.



The table below presents non-derivative financial
instruments which are exposed to currency risk as of March 31, 2018, 2017 and 2016:



|March 31, 2018               |  | U.S. Dollars |             |   | Other currencies |  
|---------------------------- |  | ------------ | ----------- | - | ---------------- | -
|Trade receivables            |  |              | 750,370     |   |                  |  
|Intercompany receivables     |  |              | 15,594,842  |   |                  |  
|Trade payables               |  |              | (147,660    | ) |                  |  
|Intercompany payables        |  |              | (35,100,711 | ) |                  |  
|Debt                         |  |              | -           |   |                  |  
|Intercompany debt receivable |  |              | 5,000,000   |   |                  |  
|Intercompany debt payable    |  |              | (2,441,767  | ) |                  |  
|Cash and cash equivalents    |  |              | 748,853     |   |                  |  
|Total                        |  |              | (15,596,073 | ) |                  |  
|March 31, 2017               |  |              |             |   |                  |  
|Trade receivables            |  | $            | 524,388     |   |                  | $
|Intercompany receivables     |  |              | 16,993,042  |   |                  |  
|Trade payables               |  |              | (147,996    | ) |                  |  
|Intercompany payables        |  |              | (8,973,929  | ) |                  |  
|Debt                         |  |              | -           |   |                  |  
|Intercompany debt receivable |  |              | 5,000,000   |   |                  |  
|Intercompany debt payable    |  |              | (2,249,986  | ) |                  |  
|Cash and cash equivalents    |  |              | 1,462,024   |   |                  |  
|Total                        |  | $            | 12,607,543  |   |                  | $
|March 31, 2016               |  |              |             |   |                  |  
|Trade receivables            |  | $            | 312,652     |   |                  | $
|Intercompany receivables     |  |              | 31,819,855  |   |                  |  
|Trade payables               |  |              | (150,095    | ) |                  |  
|Intercompany payables        |  |              | (1,598,578  | ) |                  |  
|Debt                         |  |              | -           |   |                  |  
|Intercompany debt receivable |  |              | 5,000,033   |   |                  |  
|Cash and cash equivalents    |  |              | 5,209       |   |                  |  
|Total                        |  | $            | 35,389,076  |   |                  | $



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 the respective 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 functional currency is INR. U.S.
Dollar forward exchange contracts covering forecasted revenue have been designated as hedging instruments in cash flow hedges
in accordance with IAS 39. Outstanding U.S. dollar forward contracts relate to revenue forecasted for the year ended March 31,
2018. Forecasted transactions for which 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 and therefore, there is
no impact expected on profit on changes in the values of such derivatives consequent to changes in foreign currency exchange rates.
This analysis 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 secured revolving 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
analysis below has been determined based on the exposure to interest rates for non-derivative financial instruments at the balance
sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance
sheet date was outstanding for the whole year. The analysis assumes that all other variables remain constant.





In computing the sensitivity analysis, management
has assumed a change of 100 basis points movement in the interest rate per annum. This movement in the interest 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 held for
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 or loss unless impaired. Further, the amount of investment is not material. Accordingly, sensitivity towards
the change in price is not presented.



| | 37.2 | Credit risk analysis
| | ---- | --------------------



Credit risk refers to the risk of default
by the counterparty to a financial instrument to meet its contractual obligation resulting in a financial loss to us. Our credit
risk primarily arises from trade receivables. Accordingly, credit risk from trade receivables has been separately evaluated from
all other financial assets in the following paragraphs.



Trade receivables



Trade receivables are unsecured and are derived
from revenue earned from customers. Credit risk in trade receivables is managed through the monitoring of creditworthiness of
the customers and by granting credit approvals in the normal course of the business. An analysis of age of trade receivables at
each reporting date is summarized as follows:



F-49







|                                                             |  | March 31, 2018 |             |  | March 31, 2017 |  
|------------------------------------------------------------ |  | -------------- | ----------- |  | -------------- | -
|                                                             |  | Gross          |             |  | Impairment     |  
|Not past due                                                 |  | $              | 206,340,772 |  |                | $
|Past due less than three months                              |  |                | 45,026,945  |  |                |  
|Past due more than three months but not more than six months |  |                | 6,802,541   |  |                |  
|Past due more than six months but not more than one year     |  |                | 176,382     |  |                |  
|More than one year                                           |  |                | 1,943,815   |  |                |  
|Total                                                        |  | $              | 260,290,455 |  |                | $



Trade receivables are accounted in accordance
with IAS 39 (Financial Instruments: Measurement and recognition). Trade receivables are impaired in full when 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 |   |                | $
|Percentage to total receivables                              |  |                | 6.1        | % |                |  



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 |  | $              | -   |   |                | $
|Percentage to total receivables                             |  |                | 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. We consider the credit quality
of term deposits with such banks that are majority-owned by the Government of India and subject to the regulatory oversight of
the 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 our contracts with such
organizations.



We do not hold any security in respect of
the above financial assets. There are no impairment provisions as at each reporting date against these financial assets. We consider
all the above financial assets as at the reporting dates to be of good credit quality.



F-50







| | 37.3 | Liquidity risk analysis
| | ---- | -----------------------



Our liquidity needs are monitored on the basis
of monthly and yearly projections. We manage our liquidity needs by continuously monitoring cash flows from customers and by maintaining
adequate cash and cash equivalents. Net cash requirements are compared to available cash in order to determine any shortfalls.



We believe that our current cash and cash
equivalents, cash flow from operations, debt incurred under our secured revolving credit facilities and other short and long-term
loans may or may not be sufficient to meet our anticipated regular working capital requirements and our needs for capital expenditures
for the next 12 months. Further, our operating cash cycle as assessed by the working capital providers is more than 18 months
and additionally, we have paid down the 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 or other future developments, including
any new investments or acquisitions we may decide to pursue. We are in the process of injecting liquidity through various 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 the normal course
of business as of each reporting date. We attempt to maintain sufficient balance in cash and cash equivalents to meet our short
term liquidity requirements. We assess long term liquidity requirements on a periodical basis and manage them through internal
accruals and through our ability to negotiate 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 is owned by the Indian
Company. Approximately, 9 acres of the total of 17 acres of factory land has already been converted and licensed as residential
real estate. 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 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 Indian Company 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              |  | Within
    6 months |             |  | 6-12 months |  
|Long term debt*             |  | $                   | 1,626,345   |  |             | $
|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 |  |             | $





|                            |  | Current         |             |  | Non-Current |  
|--------------------------- |  | --------------- | ----------- |  | ----------- | -
|March 31, 2017              |  | Within 6 months |             |  | 6-12 months |  
|Long term debt*             |  | $               | 1,271,624   |  |             | $
|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 |  |             | $



*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 the carrying 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 to shareholders.
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 the capital 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 |  |                | $
|Total debt - comprising of all liabilities
    of the Group (B) |  |                | 271,217,631 |  |                |  
|Overall financing (C) = (A) + (B)                               |  | $              | 512,826,507 |  |                | $
|Gearing ratio
    (B) / (C)                                     |  |                | 0.53        |  |                |  



| | 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. The complaints, which were
subsequently consolidated, named the Company and certain of our current and former officers and directors as defendants. The consolidated
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 the Exchange Act, generally alleging that certain statements in the Company’s Registration Statement and certain
subsequent Exchange Act filings were false and 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 the complaint in its entirety.
The second amended class action complaint was also dismissed on August 12, 2016. The Plaintiffs did not file a third amended complaint
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. The Plaintiff’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 (“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
as required by the Irrevocable 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 IDBI Bank 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. is a 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
for claims 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 to 3,000,000 of our restricted ordinary shares as payment for Claims purchased by the Claim Purchaser.
These securities were offered and sold without registration under Section 5 of the Securities Act of 1933 (“Securities
Act”) pursuant to Regulation S under the Securities Act. The Claim Purchaser and vendors are non-U.S. persons. These
securities may not be offered or sold within the United States absent registration or an applicable exemption from the registration
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 which would 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