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, 2013.



OR

| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



OR

| |  ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -------------------------------------------------------------------------------------------



for the transition period from __________ to ___________



Commission file number 001-35681



Amira Nature Foods Ltd

(Exact name of the Registrant as specified
in its charter)



British Virgin Islands

(Jurisdiction of incorporation or organization)



29E, A.U. 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: +911146057570

(Name, Telephone, E-mail and/or Facsimile
Number and Address of Company Contact Person)





Securities
registered or to be registered pursuant to Section 12(b) of the Act:



|Title of each class               |  | Name of each Exchange on which 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 March31,
2013, the issuer had 35,676,434 ordinary shares outstanding, including the 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.”



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  x    No   ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

Yes   ̈    No   ̈



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

| ̈           Large Accelerated filer |  ̈           Accelerated filer | x         Non-accelerated filer
|----------------------------------- | ----------------------------- | -------------------------------



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

| ̈         US 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 continued



|          |  |                                                                              | Page
|--------- |  | ---------------------------------------------------------------------------- | ----
|          |  |                                                                              |     
|PART I.   |  |                                                                              |     
|ITEM 1.   |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        | 5   
|ITEM 2.   |  | OFFER STATISTICS AND EXPECTED TIMETABLE                                      | 5   
|ITEM 3.   |  | KEY INFORMATION                                                              | 5   
|A.        |  | Selected Financial Data                                                      | 5   
|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                                                   | 24  
|ITEM 4A.  |  | UNRESOLVED STAFF COMMENTS                                                    | 41  
|ITEM 5.   |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 | 41  
|ITEM 6.   |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   | 64  
|A.        |  | Directors and senior management                                              | 64  
|B.        |  | Compensation                                                                 | 67  
|C.        |  | Board Practices                                                              | 75  
|D.        |  | Employees                                                                    | 77  
|E.        |  | Share Ownership                                                              | 77  
|ITEM 7.   |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 77  
|A.        |  | Major shareholders                                                           | 77  
|B.        |  | Related Party Transactions                                                   | 78  
|C.        |  | Interests of Experts and Counsel                                             | 80  
|ITEM 8.   |  | FINANCIAL INFORMATION                                                        | 80  
|A.        |  | Consolidated Statements and Other Financial Information                      | 80  
|B.        |  | Significant Changes                                                          | 80  
|ITEM 9.   |  | THE OFFER AND LISTING                                                        | 80  
|A.        |  | Offer and Listing Details                                                    | 80  
|B.        |  | Plan of Distribution                                                         | 81  
|C.        |  | Markets                                                                      | 81  
|D.        |  | Dilution                                                                     | 81  
|E.        |  | Expenses of the Issue                                                        | 81  
|ITEM 10.  |  | ADDITIONAL INFORMATION                                                       | 81  
|A.        |  | Share Capital                                                                | 81  
|B.        |  | Memorandum and Articles of Association                                       | 81  
|C.        |  | Material Contracts                                                           | 83  
|D.        |  | Exchange controls                                                            | 84  
|E.        |  | Taxation                                                                     | 84  
|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                    | 91  
|ITEM 12.  |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 95  
|          |  |                                                                              |     
|PART II.  |  |                                                                              |     
|ITEM 13.  |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 95  
|ITEM 14.  |  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 95  
|ITEM 15.  |  | CONTROLS AND PROCEDURES                                                      | 96  
|ITEM 16A. |  | AUDIT COMMITTEE FINANCIAL EXPERT                                             | 96  
|ITEM 16B. |  | CODE OF ETHICS.                                                              | 96  
|ITEM 16C. |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                      | 96  
|ITEM 16D. |  | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.                  | 97  
|ITEM 16E. |  | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.      | 97  
|ITEM 16F. |  | CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.                               | 97  



i







|          |  |                        | Page
|--------- |  | ---------------------- | ----
|          |  |                        |     
|ITEM 16G. |  | CORPORATE GOVERNANCE   | 97  
|ITEM 16H. |  | MINE SAFETY DISCLOSURE | 97  
|          |  |                        |     
|PART III. |  |                        |     
|ITEM 17.  |  | FINANCIAL STATEMENTS   | 97  
|ITEM 18.  |  | FINANCIAL STATEMENTS   | 97  
|ITEM 19.  |  | EXHIBITS               | 98  



ii







CONVENTIONS USED IN THIS REPORT



In this annual report on Form 20-F (the
“Annual Report”), unless otherwise stated or unless the context otherwise requires, references to ‘‘we,’’
‘‘us,’’ ‘‘our,’’ ‘‘the Company,’’ or ‘‘our
company’’ are to Amira Nature Foods Ltd, a British Virgin Islands business company (“ANFI”), including
its subsidiaries and their predecessors, and Amira Pure Foods Private Limited (“APFPL” or “Amira India”),
and its subsidiaries, Amira Foods Inc., Amira Food PTE. Ltd, Amira Foods (Malaysia) Sdn. Bhd., Amira C Foods International DMCC,
Amira G Foods Limited and Amira Ten Nigeria Limited. References to ‘‘Amira Mauritius’’ are solely to Amira
Nature Foods Ltd, a Mauritius company and ANFI’s direct wholly owned subsidiary.



In this report, references to “India”
are to the Republic of India, references to the “BVI” are to the British Virgin Islands, and references to “Mauritius”
are to the Republic of Mauritius. References to “$,” “USD,” “dollars” or “U.S. dollars”
are to the legal currency of the United States 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, 2013, 2012 and 2011 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 fiscal quarters end on June 30, September 30, and December 31. References to a year other than
a “fiscal” are to the calendar year ended December 31.



We also refer in various places within this
report to “profit after tax plus finance costs (net of finance income), income tax expense and depreciation and amortization,”
or EBITDA, which is a non-IFRS measure and is more fully explained in the section titled “Non-IFRS Financial Measures”
in “Item 5. Operating and Financial Review and Prospects.” The presentation of this non-IFRS information is not meant
to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued
by the IASB.



FORWARD-LOOKING STATEMENTS



This Annual Report contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements relate to future
events or the future financial performance of the Company. We have attempted to identify forward-looking statements by terminology
including “anticipates,” “believes,” “expects,” “can,” “continue,”
“could,” “estimates,” “intends,” “may,” “plans,” “potential,”
“predict,” “should” or “will” or the negative of these terms or other comparable terminology.
These statements are only predictions, and uncertainties and other factors may cause the Company’s actual results, levels
of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. The information in this Annual Report is not intended to
project our future performance. Although we believe that the expectations reflected in these forward-looking statements are reasonable,
we do not guarantee future results, levels of activity, performance or achievements. The forward-looking statements in this Annual
Report include, without limitation, statements relating to:



| | · | our goals and strategies;
| | - | -------------------------



| | · | our proposed expansion;
| | - | -----------------------



| | · | our future business development, results of operations
and financial condition;
| | - | -------------------------------------------------------------------------------



| | · | our ability to protect our intellectual property rights;
| | - | --------------------------------------------------------



| | · | projected revenue, profits, earnings and other estimated
financial information;
| | - | -------------------------------------------------------------------------------



| | · | our ability to maintain strong relationships with our customers
and suppliers;
| | - | ------------------------------------------------------------------------------



| | · | the continued application of the proceeds from our initial
public offering (“IPO”);
| | - | -----------------------------------------------------------------------------------



| | · | governmental policies regarding our industry; and
| | - | -------------------------------------------------



3







| | · | the impact of legal proceedings.
| | - | --------------------------------



The forward-looking statements included
in this Annual Report are subject to risks, uncertainties and assumptions about our businesses and business environments. These
statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results
of our operations may differ materially from information contained in the forward-looking statements as a result of risk factors,
some of which include, among other things:



| | · | we face significant competition from both Indian and international
producers of Basmati and other rice and other food products;
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | · | we face risks associated with our international business;
| | - | ---------------------------------------------------------



| | · | we generally do not enter into long term or exclusive supply
contracts with our customers or with our distributors;
| | - | -------------------------------------------------------------------------------------------------------------------



| | · | we rely on our one processing and packaging facility and
a limited number of third party processing facilities;
| | - | ---------------------------------------------------------------------------------------------------------------



| | · | we rely on a few customers for a substantial part of our
revenue;
| | - | -----------------------------------------------------------------



| | · | our operations and growth may be affected by weather, disease,
pests and overfarming of land;
| | - | ---------------------------------------------------------------------------------------------



| | · | our operations are highly regulated in the areas of food
safety and protection of human health, and we may be subject to compliance costs and potential claims and regulatory actions;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | our historical and future sales abroad to certain non-U.S.
customers expose us to special risks associated with operating in particular countries;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------



| | · | we may require additional financing in the form of debt
or equity to meet our working capital requirements;
| | - | -----------------------------------------------------------------------------------------------------------



| | · | we have incurred a substantial amount of debt, and if we
fail to comply with the covenants in our financing agreements, some of our financing agreements may be terminated; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the Government of India has previously banned the export
of certain of our products, and future changes in its regulation of our international sales may harm our business and financial
performance.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These risks and
uncertainties are not exhaustive. Other sections of this Annual Report include additional factors which could significantly harm
our business and financial performance.Important factors that could cause such differences include, but are not limited
to, those factors discussed under the headings “Item 3D. Risk Factors,” “Item 4. Information on the Company”
and “Item 5. Operating and Financial Review and Prospects” and elsewhere in this Annual Report.The forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report or, if obtained
from third party studies or reports, the date of the corresponding study or report, and are expressly qualified in their entirety
by the cautionary statements in this Annual Report. Since we operate in an emerging and evolving environment and new risk factors
and uncertainties emerge from time to time, you should not rely upon forward-looking statements as predictions of future events.
Except as otherwise required by the securities laws of the United States, we undertake no obligation to update or revise any forward-looking
statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated
events.



This Annual Report should be read in conjunction
with our audited financial statements and the accompanying notes thereto, which are included in Item 18 of this Annual Report.





4







PART
I.



| | ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
| | ------- | -----------------------------------------------------



Not applicable.



| | ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
| | ------- | ---------------------------------------



Not applicable.



| | ITEM 3. | KEY INFORMATION
| | ------- | ---------------



| | A. | Selected Financial Data
| | -- | -----------------------



The following selected consolidated income
statement data for each of the years ended March 31, 2013, 2012 and 2011 and selected consolidated statement of financial position
data as at March 31, 2013 and 2012 are derived from our audited consolidated financial statements included in this Annual Report
beginning on page F-1. The selected consolidated income statement data for the year ended March 31, 2010 and selected consolidated
statement of financial position data as at March 31, 2011 and 2010 have been derived from our audited consolidated financial statements
which are not included in this Annual Report. Since October 15, 2012, when we completed our IPO, we own 80.4% of Amira India pursuant
to the terms of a share subscription agreement between Amira Mauritius and Amira India. 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 all
periods in these financials have been presented as if the share subscription took place as of April 1, 2011. The remaining approximately
19.6% of Amira India that is not indirectly owned by ANFI is reflected in our consolidated financial statements as a non-controlling
interest and, accordingly, the profit after tax attributable to equity shareholders of ANFI is reduced by a corresponding percentage.
Amira India prepared its first IFRS consolidated financial statements for the years ended March 31, 2012, 2011 and 2010 with the
effective date of transition to IFRS of April 1, 2009. Financial information prior to April 1, 2009 is not available in accordance
with IFRS and therefore, data for the fifth year (fiscal 2009) has not been presented in this section.



The selected consolidated financial statements
should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and 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.



5







Our results
of operations for fiscal 2013, 2012, 2011 and 2010, respectively, were as follows:



|                                          |  | Year Ended March 31, |             
|----------------------------------------- |  | -------------------- | ------------
|                                          |  | 2013                 |             
|Revenue                                   |  | $                    | 413,682,574 
|Other income                              |  |                      | 94,368      
|Cost of material                          |  |                      | (347,341,159
|Change in inventory of finished goods     |  |                      | 27,594,211  
|Employee expenses                         |  |                      | (5,553,197  
|Depreciation and amortization             |  |                      | (1,943,846  
|Freight, forwarding and handling expenses |  |                      | (20,985,039 
|Other expenses                            |  |                      | (14,676,910 
|                                          |  | $                    | 50,871,002  
|IPO Expenses                              |  |                      | (1,750,082  
|Finance costs                             |  |                      | (21,751,614 
|Finance income                            |  |                      | 802,146     
|Other financial items                     |  |                      | (654,852    
|Profit before tax                         |  | $                    | 27,516,600  
|Income tax expense                        |  |                      | (8,267,562  
|                                          |  |                      |             
|Profit after tax                          |  | $                    | 19,249,038  
|Profit after tax attributable to:         |  |                      |             
|Shareholders of the company               |  |                      | 15,056,309  
|Non-controlling interest                  |  |                      | 4,192,729   
|                                          |  |                      |             
|Earnings per share                        |  |                      |             
|                                          |  |                      |             
|Basic and diluted earnings per share(1)   |  | $                    | 0.63        










(1) Basic and diluted earnings per share is calculated
by dividing our profit after tax, which starting with our first financial statements for the period in which our IPO occurred,
or the third quarter of fiscal 2013, is reduced by the amount of a non-controlling interest reflecting the remaining approximately
19.6% of Amira India that is not indirectly owned by us, by our weighted average outstanding ordinary shares, during the applicable
period.



|                                      |  | As at March 31, |            
|------------------------------------- |  | --------------- | -----------
|                                      |  | 2013            |            
|Statements of Financial Position Data |  |                 |            
|Cash and cash equivalents             |  | $               | 33,270,338 
|Total current assets                  |  |                 | 302,025,989
|Total assets                          |  |                 | 326,531,978
|Total equity                          |  |                 | 143,632,735
|Debt(Long term &Short term)           |  |                 | 161,617,236
|Total liabilities                     |  |                 | 182,899,243
|Total equity and liabilities          |  |                 | 326,531,978



| | 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.





6







We face significant competition from both Indian
and international producers of Basmati and other rice and other food products.



We compete for customers principally on
the basis of product selection, product quality, reliability of supply, processing capacity, brand recognition and loyalty, advertising
and distribution capability, convenience 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 the Indian states of Haryana, Uttar Pradesh, Uttaranchal,
Punjab, Jammu and Kashmir, and Rajasthan and in a part of the Punjab region located in Pakistan that enjoys the climatic conditions
required to successfully grow Basmati rice. However, a type of rice similar to Basmati rice is also grown and sold as Basmati rice
from California and Texas, among other places, and we face competition from producers of these types of rice.



Many of our competitors in the markets for
our rice and other food products have a broader product selection, greater processing capacity, brand recognition advantages in
certain Indian and international markets, and significantly greater financial and operational resources. Also, since 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 significantly increase competition with us, which could increase our costs to purchase raw
materials, lower selling prices for our products, and reduce our market share and earnings.



We face risks associated with our international
business.



In fiscal 2013, 2012 and 2011, we generated
54.3%, 66.0% and 61.9%, respectively, of our revenue outside of India, and we expect to increase our international presence over
time. We currently have international operations in Malaysia, Singapore, UAE, the United Kingdom and the United States, 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;
| | - | --------------------------------------------------------------------------------------

| | · | having to comply with various foreign laws, including local
labor laws and regulations;
| | - | ---------------------------------------------------------------------------------------

| | · | the risk of government expropriation of assets;
| | - | -----------------------------------------------

| | · | changes in or uncertainties relating to foreign rules and
regulations that may harm our ability to sell our products;
| | - | ---------------------------------------------------------------------------------------------------------------------

| | · | tariffs, export or import restrictions, restrictions on
remittances abroad, imposition of duties or taxes that limit our ability to move our products out of these countries or interfere
with the import of essential materials into these countries;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | imposition of limitations on or increase in withholding
and other taxes on remittances and other payments by foreign subsidiaries or 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;
| | - | ---------------------------------------------------------------

| | · | risks related to the enforceability of legal agreements
and judgments in foreign countries;
| | - | -------------------------------------------------------------------------------------------

| | · | an inability, or reduced ability, to protect our intellectual
property; and
| | - | ---------------------------------------------------------------------------

| | · | the availability of government subsidies or other incentives
that benefit competitors in their local markets that are not available to us, and competition from local players.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For example, in fiscal 2013, a shipment
of our rice was seized by and deemed to be forfeited to a foreign government in the course of transshipment, and although we have
appealed and intend to continue to seek the reversal of this action, we may not succeed. For more information, see “Item
4. Information on the Company-Legal Proceedings.”



We expect that we will expand into our existing
and additional target international markets, but our expansion plans may not be realized, and if they are, they may not be successful.
We expect each market to have particular regulatory hurdles to overcome and future developments in these markets, including the
uncertainty relating to governmental policies and regulations, could harm our business. If we expend significant time and resources
on expansion plans that fail or are delayed, our business, reputation and financial condition may be significantly harmed.





7







We generally do not enter into long term or
exclusive supply contracts with most of our Basmati rice and other customers or with our distributors. If we do not receive timely
repeat orders from customers, or our distributors are not able or choose not to sell the amounts we usually sell through them,
our business may be harmed.



We generally do not enter into long term
supply contracts with most of our customers. Our customers instead submit purchase orders from time 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 may acquire and process significantly more paddy than we can sell as processed
rice, which leaves us vulnerable to volatility in market demand, including downturns, and could harm our business and results of
operations.



In addition, we typically do not enter into
long term or exclusive arrangements with our distributors. If we are not able to supply our distributors 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. In the event our
distributors are unable to accurately predict the demand for our products, are delayed in placing orders with us for any reason,
do not effectively market our products, or choose to market the products of our competitors instead, it could harm 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 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 prevent or limit our ability to fill orders for our products.



We operate a single processing and packaging
facility located in Gurgaon, near New Delhi, India. Any significant disruption at our processing and packaging facility for
any reason, including regulatory requirements, the loss of certifications or approvals, technical difficulties, labor disputes,
power interruptions or other infrastructure failures, fires, earthquakes, hurricanes, war or other force of nature, could disrupt
our supply of our products and significantly harm our 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 third party processing facilities are run by independent entities
that are subject to their own unique operational and financial risks, which are out of our control. We have not entered into any
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 be required 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 and financial results and result in
lost or deferred revenue.



We may require additional financing in the form
of debt or equity to meet our working capital requirements.



Our business has substantial working capital
requirements, primarily due to the fact that Basmati rice must be aged for 10 to 14 months before it reaches premium quality. As
such, we need to maintain a sufficient stock of Basmati paddy and rice at all times in order to meet processing requirements, which
leads to higher inventory holding costs and increased working capital requirements. In addition, we may need additional capital
to develop our new processing facility and additional company-managed distribution centers in India and across the world.



Our working capital requirements are largely
met by debt incurred under our revolving credit facilities, which we are typically required to renew in 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 we may be subject to additional conditions from lenders, which could
place restrictions on how we operate our business and result in reduced cash flows. If we decide to issue equity, the ownership
interest of our existing shareholders will be diluted.



8







We may not be able to raise adequate financing
on acceptable terms, in time, or at all. Since the second half of fiscal 2008, this uncertainty has increased due to the disruption
in the global financial markets, and obtaining additional financing in India has become particularly difficult. For example, due
to inflation in India, the Reserve Bank of India has raised interest rates since 2011, which have substantially increased
our borrowing costs there. Moreover, restrictions on foreign investment in India may restrict our ability to obtain financing for
Amira India. See “—Restrictions on foreign investment in India may prevent us and other persons from making future
acquisitions or investments in India, which may harm our results of operations, financial condition and financial performance.”
Our failure to obtain sufficient financing or maintain our existing credit facilities could harm our cash flow and financial condition
and result in the delay or abandonment of our development plans.



We have incurred a substantial amount of debt.
If we fail to comply with the covenants in our financing agreements, some of our financing agreements may be terminated, which
could harm our business and financial condition.



We have incurred a substantial
amount of debt totaling $161.6 million, $141.8 million and $161.0 million as of the end of March 31, 2013, 2012 and
2011, respectively. The aggregate amount outstanding under our various financing arrangements as of March 31, 2013 was
$161.6 million, of which $4.8 million consisted of our non-current (long term) debt and $156.8 million consisted of our
current (short term) debt, comprised primarily of our secured revolving credit facilities.



We have entered into agreements with certain
banks and financial institutions for short term and long term debt, which contain restrictive covenants, including, but not limited
to, requirements that we obtain consent from the lenders prior to altering our capital structure or Amira India’s organizational
documents, effecting any merger or consolidation with another company, restructuring or changing the management, declaring or paying
dividends, undertaking major projects or expansions, incurring further debt, undertaking guarantee obligations which permit certain
lenders to claim funds invested in 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 asset coverage ratio (the ratio of the value of our total assets less current liabilities to our
total debt outstanding) of at least 1.33 during the term of our secured revolving credit facilities. 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. Further, as of March 31, 2013, our outstanding short term debt amounting to $156.8 million, comprising
substantially all of our debt, was incurring interest at floating rates. Any upward movements in these interest rates would directly
impact the interest costs of such loans and could harm our financial condition. Furthermore, our ability to make payments on and
refinance our indebtedness will depend on our ability to generate cash from our future operations. We may not be able to generate
enough cash flow from operations to service our debt. In addition, lenders under our secured credit facilities could foreclose
on and sell our assets if we default under these credit facilities.



Any failure to comply with the conditions
and covenants in our financing agreements that is not waived by our lenders or guarantors or otherwise cured could lead to a termination
of our credit facilities, acceleration of all amounts due under such facilities, or trigger cross-default provisions under certain
of our other financing agreements, any of which could harm our financial condition and our ability to conduct and implement our
business plans.



Our inability to effectively manage our growth
could harm our business, results of operations and financial condition.



Our business and operations have grown significantly
in recent years and we expect to continue experiencing significant growth in the number of our employees and the scope of our operations.
To effectively manage our anticipated future growth, we must continue to implement and improve our managerial, operational, financial
and reporting systems and expand our facilities. We expect that all of these measures will require significant expenditures and
will demand the attention of management. Our failure to manage our growth effectively may result in our over or under-investing
in our operations, weaknesses in our infrastructure, systems and controls, and operational mistakes, loss of business opportunities,
loss of employees and reduced productivity among remaining employees. Our expected growth could require significant capital expenditure
and may divert financial resources from other projects, such as the development of new products. In addition, our new processing
facility is not expected to be operational until fiscal 2015 at the earliest. If our management is unable to effectively manage
our expected growth, our expenses may increase more than expected, our revenue could decline or grow more slowly than expected
and we may be unable to implement our business strategy, any of which could harm our business, results of operations and financial
condition.



9







Any decline in the market price of Basmati rice
during the time it is held for aging may harm our results of operations.



The Basmati rice industry is cyclical and
is dependent on the results of the Basmati paddy harvest, which occurs for only seven months in the year (September to March).
We purchase Basmati paddy from farmers through government regulated agricultural produce markets or through licensed 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 at least 10 to 14 months after it has been harvested and generally commands a price
premium. As a result, we typically allow our paddy to age from six to 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 financial results.



The wholesale price of Basmati rice has
a significant impact on our profits. The wholesale price of Basmati rice is affected by factors including weather, government policies
such as changes in minimum support prices and minimum export prices, prices of other staples, seasonal cycles, pest and disease
problems, and balance of demand and supply. Further, the Basmati rice industry in India is highly fragmented and the pricing power
of individual companies is limited. In early 2008, due to uncertainty concerning the amount of export duty to be imposed by
the Government of India, Basmati rice prices increased from approximately $1,000 per metric ton to almost $2,000 per metric ton
in a span of a few months, as buyers increased purchases ahead of the implementation of this tax. For instance, our revenue increased
substantially in fiscal 2009 as compared to fiscal 2008, in large part due to this increase. In May 2008, the Government
of India announced a 20% export duty, which removed the uncertainty around the amount of this tax, and by mid-June 2008, Basmati
rice prices decreased and settled at approximately $1,200 to $1,500 per metric ton until June 2012; since then they have again
started to increase and are ranging at approximately $1,500 to $1,800 per metric ton. Any prolonged decrease in Basmati rice prices
could harm our business and results of operations. Currently, we are not able to hedge against such price risks since Basmati rice
futures are not actively traded on any commodities exchange.



The Government of India has previously banned
the export of certain of our products, and future changes in its regulation of our sales to international markets may harm our
business and financial performance.



While we currently produce all our products
in India, we generated 54.3 % of our revenue in fiscal 2013 from products we sold outside of India, which are subject to the
Government of India’s export controls. Our business and financial performance could be harmed by unfavorable changes in 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. 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 is not permitted for
export from India, and so could at any time increase the prices at which we may sell our products outside India. While the MEP
for Basmati rice was terminated in July 2012, the Government of India may in the future reinstitute an MEP for Basmati rice.
Any such increase in, or in the case of Basmati rice, reinstitution of, the MEP above our current prices could decrease our international
sales and harm our business and results of operations and any other duties or tariffs, adverse changes in export policy, or other
export restrictions enacted by the Government of India and related to our international business could harm our business and financial
condition.



10







We derived 33.4% of our total revenue from our
top five customers and distributors in fiscal 2013 and the loss of the revenue from such customers would harm our business,
results of operations and financial conditions.



Our top five customers and distributors
accounted for 33.4%, 46.6% and 50.5% of our total revenue for fiscal 2013, 2012 and 2011, respectively. We anticipate that
this concentration of sales among customers may continue in the future. Although we believe we have strong relationships with certain
of our key customers, we do not have any long term supply contracts with these customers and our business and results of operations
would be harmed if we are unable to maintain or further develop our relationships with our key customers and distributors. The
loss of a key customer or a number of key customers or distributors may harm our financial conditions and results of operations.
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, may harm our sales.



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 will not use 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 have included private customers in Iran, Syria and other countries in the region. Iran and
Syria are Sanctions Targets. For the year ended March 31, 2013, our indirect sales to private companies in Iran and
Syria represented approximately 0.8 percent of our total revenue. Amira India has also made a limited number of immaterial
direct sales of rice to private customers in Iran and Syria. Currently, direct and indirect sales of rice into Iran are
allowed under an OFAC general license that was issued in October 2011. Sales of rice into Syria are not restricted by
OFAC or by the U.S. Department of Commerce, Bureau of Industry and Security, which primarily administers U.S. restrictions on
exports or re-exports to Syria. Therefore, we believe we are in compliance with U.S. Economic Sanctions Laws. We believe our
historical activities were conducted 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 do not
intend to conduct future activities or transact business with any Sanctions Target, that are not permitted under current laws
and regulations. We will continue to monitor developments in countries that are the subject or target of any of these laws or
regulations and our policy on sales to Sanction Targets may change. If our policy changes, our sales to Sanction Targets will
be conducted in compliance with all applicable law.



We are also subject to the U.S. Foreign
Corrupt Practices Act (“FCPA”), which prohibits U.S. companies and their intermediaries from bribing foreign officials
for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and other laws concerning our international
operations. Similar legislation in other jurisdictions contain similar prohibitions, although varying in both scope and jurisdiction.
Although our U.S. subsidiary only transacts business in the U.S., we operate in many parts of the world that have experienced governmental
corruption to some degree, and, 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 currently in the
process of implementing formal controls and procedures to ensure that we are in compliance with OFAC and the FCPA and similar laws,
regulations and sanctions. The execution 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.



11







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 growth will significantly depend on
our ability to penetrate and increase the acceptance of our Basmati and other products in India and across the world. This will
not only require some customization of our products to different `raphical markets having distinct tastes and preferences, but
may also cause us to implement new sales strategies and practices. The strategies we adopt may not be appropriate or adequate,
or we may not be able to efficiently implement such strategies, which may require us to alter our growth plans, resulting in substantial
loss of investment in terms of time and capital and harm to our financial condition and results of operations. In addition, we
may not be able to successfully implement our new initiatives, such as our ready-to-eat snacks or efforts to further penetrate
Indian modern retail and international markets, or realize the anticipated benefits from such initiatives, and any unforeseen costs
or losses could harm our business and reputation, profitability and financial condition.



We rely on agents to procure sufficient Basmati
paddy of the proper quality for our processing requirements.



We are largely dependent on agents known
as “pucca artiyas” who are authorized to make purchases of paddy in the organized and 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 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 trend of consolidation
in the market for Basmati rice in India in recent years, the paddy market remains relatively fragmented and includes organized
and unorganized suppliers such as small family owned businesses. Accordingly, we expect this fragmentation to continue for the
foreseeable future. These smaller companies may not be able to maintain a required flow of paddy should our volume requirements
rapidly increase. If we are unable to buy sufficient paddy which meets our quality requirements for our business from these agents,
we may not be able to process and sell as much finished rice as we planned or promised to our customers, which could harm our reputation
with these customers, our business and our results of operations.



Our operations and growth plans may be affected
by the general availability of paddy, which can be reduced by adverse weather, disease and pests and overfarming of farmland.



Although Basmati rice is not entirely dependent
upon a successful monsoon, Basmati and other paddy production can be harmed by the consistent failure of monsoons in India, extreme
flooding or by other natural calamities or adverse weather. There is also the possibility that farmers currently growing paddy
may shift their efforts toward the production of 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. Production is also vulnerable
to crop diseases and pest infestations, which 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. For example, leaf blight, sheath blight, smut, blast, rice
tango virus and stern borer are the major pests that 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. In addition, the continued use of intensive irrigated
rice-based cropping systems in producing Basmati paddy may cause deterioration of soil health and productivity. Any of these risks
can impact the availability and current and future cost of paddy. The future growth of our business is dependent upon our ability
to procure quality paddy on a timely basis. We may not be able to procure all of our paddy requirements, and our failure to do
so would harm our business, results of operations and financial condition.



12







Natural calamities could have a negative impact
on the Indian economy and cause our business to suffer.



India has experienced natural calamities
such as earthquakes, tsunamis, floods and drought in the past few years. In December 2004, 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 events caused significant loss of life and property damage. The extent and severity of
these natural disasters determines their impact on the Indian economy. Substantially all of our operations and employees are located
in India and we may be affected by natural disasters in the future.



Our proposed development of a new processing
facility is subject to various risks and it may not be completed as planned or on schedule.



As part of our growth strategy, we intend
to use approximately $25 million from the net proceeds of our IPO and $64 million in total over the next three years
to develop a new processing facility in India. Our plans remain subject to certain potential problems and uncertainties, including
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, 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, and 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 reschedule or reconsider our development plans. If
these plans do not proceed as planned, or on schedule, 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.



Loss of key personnel or our inability to attract
and retain additional key personnel could impair our ability to execute our growth strategies, harm our product development efforts,
and delay our launch of new products.



Our business involves operations spanning
a variety of disciplines and demanding a management team and employee workforce that 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 our execution of our business strategies, 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 such losses. Any of our employees may terminate their employment
on two months’ notice or payment of their salary for such period.



Our inability to meet the consistent quality
requirements of our customers or our inability to accurately predict and successfully adapt to changes in market demand could reduce
demand for our products and harm our sales.



Our results of operations and projected
growth, are largely dependent upon the demand for Basmati rice and our other food products in the Indian and international markets.
Demand for our products depends primarily on consumer-related factors such as demographics, local preferences and food consumption
trends, macroeconomic factors such as the condition of the economy and the level of consumer confidence. We are also subject to
various policies of the countries or regions where our customers are located, such as in the EU, relating to the quantity, quality,
characteristics and variety of the Basmati rice and other food products sold to such countries, which may be upgraded or changed
from time to time. Consumer preferences often change over time, and if 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. Our international customers often
require that all the food 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. We must, on a regular basis, keep pace with the preferences
and quality requirements 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 such change in preferences or
our inability to meet the consistent quality requirements of our customers could harm our business, results of operation and financial
condition.

13







A significant portion of our income is derived
from our international sales of Basmati rice, which may be dependent upon the economies and the governments of the key countries
to which we sell and the policies passed by the Indian government, and any unfavorable change in such economies, governments or
policies may harm our business.



We sell Basmati rice to customers in over
40 countries worldwide and significant portions of our international sales are to Asia Pacific, EMEA and North America. We
plan to expand our international operations into additional countries in the near future. For fiscal 2013, our international revenue
accounted for 54.3% of our total revenue. If there is an economic slowdown or other factors that affect the economic health of
the countries to which we sell, our international customers may reduce or postpone their orders significantly, which may in turn
lower the demand for our products and harm our revenue and profitability. Our rice may not comply with the applicable policies
of the countries where we sell it and be returned to us. For instance, a change in EU standards on the level of isoprothiolane
content in Basmati rice in September 2008 led to a significant overall decrease in sales of Basmati rice to the EU, which
standards reverted back to the formerly lower standard in November 2012.



In addition, any change in government policies
and regulations, including any ban imposed on a particular variety of rice by the respective governments, or any duties, pre-conditions
or ban imposed by countries to which our products are sold, 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, or a reduction in import subsidies, partial or total expropriation, and
the risks of war, terrorism and other civil disturbances in our international markets for which we presently do not carry any adequate
insurance coverage.



We may also be subject to certain sanctions
imposed on, or reductions in import subsidies by the countries or regions where our 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 from all sales made there on a credit basis, which could harm our business, results of
operations and financial condition.



Water or power shortage or other utility supply
issues in India could disrupt our processing and significantly harm our business, financial position and results of operations.



Our processing requires a continual supply
of utilities such as water and electricity. Our processing facility, and most of our storage and 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, financial condition and results
of operations.





14







Our operations are highly regulated in the areas
of food safety and protection of human health and we may be subject to the risk of incurring compliance costs and the risk of potential
claims and regulatory actions.



Our operations are subject to a broad range
of foreign, national, provincial and local health and safety laws and regulations, including laws 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 recent focus in the United States on the potential levels of
arsenic in rice and the Food and Drug Administration has indicated that it will evaluate strategies designed to limit arsenic exposure
from rice and rice products. There can be no assurance as to what measures, if any, may be taken by the Food and Drug Administration
or any other regulatory body and the impact of any such measures. To stay compliant with all of the 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 damages
to human health.



Our suppliers’ business is susceptible
to potential climate change globally and in India.



Agriculture is extremely vulnerable to climate
change, including large-scale changes such as global warming. Global warming is projected to have significant impacts on conditions
affecting agriculture, including temperature, carbon dioxide concentration, precipitation and the interaction of these elements.
Higher temperatures may eventually reduce yields of desirable crops while encouraging weed and pest proliferation. Increased atmospheric
carbon 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 appear more vulnerable to the potential impacts of global
warming. Even a high level of farm-level adaptation by our suppliers may not entirely mitigate such negative effects. All of our
paddy and raw materials for our other products are grown in tropical and subtropical areas. As a result, all of our suppliers’
production is particularly susceptible to climate change in these areas. Rapid and severe climate changes may decrease our suppliers’
crop production, which may significantly harm our business, results of operations and financial condition.



Our insurance policies may not protect us against
all potential losses, which could harm our business and results of operations.



Operating our business involves many risks,
which, if not adequately insured, could harm our business and results of operations.



We believe that the extent of our insurance
coverage is consistent with industry practice. Our insurance policies include coverage for risks relating to personal accident,
burglary, medical payments 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. However, any claim under the 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. Such inventory and business interruption
losses may not be covered by our insurance policies. Additionally, in the future, insurance coverage may not be available to us
at commercially acceptable premiums, or at all.





15







We are exposed to foreign currency exchange
rate fluctuations and exchange control risks, which may harm our results of operations and cause our quarterly results to fluctuate.



Our operating expenses are denominated primarily
in Indian Rupees; however, 54.3% of our total revenue for fiscal 2013 was denominated in other currencies, typically in U.S. dollars
and occasionally in Euros and UAE Dirham, due to our international sales. In addition, some of our capital expenditures, and particularly
those for equipment imported from international suppliers, are denominated in foreign currencies and we expect our future capital
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 other 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. Our results of operations have been impacted
by such fluctuations in the past and may be impacted by such fluctuations in the future. For example, the Indian Rupee has depreciated
against the U.S. dollar over the past year, which may impact our results of operations in future periods. Any amounts we spend
in order to hedge the risks to our business due to fluctuations in currencies may not adequately hedge against any losses we incur
due to such fluctuations.



We may incur significant costs complying with
environmental laws and regulations, and failure to comply with these laws and regulations could expose us to significant liabilities.



We are subject to a variety of federal,
state, and local environmental laws and regulations in India and in the other locations in which we operate. Although we have implemented
safety procedures to comply with these laws and regulations, we cannot be sure that our safety measures are compliant or capable
of eliminating the risk of accidental 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 have been initiated against Amira India before the District Court, Gurgaon, India
alleging Amira India’s failure to make proper arrangements for the disposal of ash and straw byproducts of our rice processing
operations and causing air and noise pollution. While we have taken corrective measures and have since obtained renewal of approvals
under the Indian Air (Prevention and Control of Pollution) Act, 1981 and the Indian Water Act (Prevention and Control of Pollution)
Act, 1974, similar allegations or legal proceedings may be initiated against us in the future in relation to non-compliance with
applicable environmental laws. The current approvals are valid until March 31, 2016.



Compliance with applicable environmental
laws and regulations may be expensive, and the failure to comply with past, present or future laws 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, and the scope and nature of these regulations will likely be different from country to country. Environmental laws
could become more stringent over time, requiring us to change our operations, or imposing greater compliance costs and increasing
risks and penalties associated with violations, 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 with respect to contamination in the future could significantly harm our financial condition or operating results.



In the ordinary course of business, we may become
subject to lawsuits or indemnity claims, including those related to product contamination and product liability, which could significantly
harm our business and results of operations.



From time to time, we may, in the ordinary
course of business, be named as a defendant in lawsuits, claims and other legal proceedings. For example, we are currently involved
in legal proceedings before the High Court of Delhi regarding a prohibition placed on us by the Department of Commerce, Ministry
of Commerce and Industry of the Government of India, and we are also involved in certain proceedings in the Philippines. For more
information, see “Item 4. Information on the Company-Legal Proceedings.” These actions may seek, among other things,
compensation for alleged personal injury, worker’s 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.



16







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, contracts
with our customers can be cancelled or products refunded as a result of these events. We may also be sued for defects resulting
from errors of our commercial partners or unrelated third parties, and any product liability claim brought 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.



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.



We rely on certifications by industry standards-setting
bodies.



Certifications
are not compulsory in the rice industry. However, some of our customers require us to have one or more internationally-recognized
certifications. 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 aSQF Certificate.
In addition, we have received certifications from BRC Global Standards, the U.S. Food and Drug Administration, and are Kosher certified
and have received a certificate of approval for the export of Basmati rice by the Export Inspection Council of India. We 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.



A substantial portion of our business and operations
are located in India and 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 2009, has announced policies and taken initiatives that support the continued
economic liberalization policies that have been pursued by previous governments.However, the present government is a multiparty
coalition and therefore it may not be able to generate sufficient cross-party support to implement such policies or initiatives.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.



17







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 2013, 45.7% of our revenue
was derived from sales in India. The CIA World Factbook estimates that consumer inflation in India was 12.0% in 2010, 6.8%
in 2011 and 9.2% in 2012.  The performance and growth of our business are necessarily dependent on economic conditions
prevalent in India, which may be significantly harmed by political instability or regional conflicts, 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 over the past
few years, any future slowdown in the Indian economy could harm the demand for the products we sell and, as a result, harm our
financial condition and results of operations. 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 because of the rise in global
crude oil prices or otherwise, the Indian economy, and therefore our business, our financial performance and the price of our ordinary
shares could be significantly harmed. India also faces major challenges in sustaining its growth, which include the need for substantial
infrastructure development and improving access 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.



Employee shortages and rising employee costs
may harm our business and increase our operation costs.



As of March 31, 2013, we employed 326 persons
to perform a variety of functions in our daily operations. The low cost workforce in India provides 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 operating results
and financial condition.



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, and from distribution facilities to market, and these shipments are primarily made by trucks. Our
use of these delivery services for our shipments is subject 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.



Improper storage, processing and handling of
our paddy or rice may cause damage to 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 raised platforms, or plinths, out in the open, 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 in plinths out in the open, 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.



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Stringent labor laws may harm our ability to
have flexible human resource policies and 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. 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 we may be held responsible for wage payments
to these laborers if their contractors default on payment. We may be held liable for any non-payment by contractors and any such
order or direction from a court or any other regulatory authority may harm our business and results of our operations.



Restrictions on foreign investment in India
may prevent us and other persons from making future acquisitions or investments in India, which may harm our results of operations,
financial condition and financial performance.



India regulates ownership of Indian companies
by foreigners, and although some restrictions on foreign investment and borrowing from 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 will be required. We may not be able to obtain any required approval from the Reserve Bank of India or any other
Indian regulatory authority on any particular terms or at all.



Further, under its consolidated foreign
direct investment policy, the Government of India has set out additional requirements for foreign investments in India, including
requirements with respect to downstream investments by Indian companies owned and controlled by non-resident entities. Upon the
completion of the IPO and the concurrent share subscription, a majority of Amira India’s equity shares are directly held
by Amira Mauritius, which is considered a non-resident entity under applicable Indian laws. Accordingly, any downstream investment
by Amira India into another Indian company will have to be in compliance with conditions applicable to such Indian entity, in accordance
with the consolidated foreign direct investment policy. While we believe that these regulations will not materially impact 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.



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.



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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 for a substantial part of our business do not cover terrorist attacks
or business interruptions from terrorist attacks or for other reasons.



We are a holding company and are dependent on
dividends and other distributions from our subsidiaries, particularly Amira India, which we do not wholly own, and which will not
pay us 100% of any dividend it declares, and whose ability to declare and pay dividends is restricted by loan covenants and Indian
law.



We are a holding company with no direct
operations. As a result, we are dependent on dividends and other distributions from our subsidiaries (in particular, Amira India)
for our cash requirements, including 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 Amira India’s current loans, it will be required to obtain the consent of certain lenders prior to declaring
and paying dividends and its current loan facilities preclude it from paying cash dividends in the event it is in default of its
repayment obligations. 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 even if we decided it should, given the 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 and 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. Although we believe that ANFI will have sufficient funds to fund its expenses
for the foreseeable future, it may not be practicable for us to use dividends from Amira India to provide ANFI with funds for its
expenses, and we can provide no assurance that ANFI will not require more funds than we originally expect for expenses.



For as long as we are an “emerging growth
company,” we are not required to comply with certain reporting requirements that apply to other public companies.



We are an “emerging growth company,”
as defined in the JOBS Act, enacted on April 5, 2012. For as long as we continue to be an emerging growth company, we may
choose to take advantage of certain exemptions from reporting requirements applicable to other public companies that are not emerging
growth companies. These include: (1) not being required to comply with the auditor attestation requirements of Section 404
of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (2) not being required to comply with any new
requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”), requiring mandatory audit firm
rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information
about the audit and the financial statements of the issuer, (3) not being required to comply with any new audit rules adopted
by the PCAOB after April 5, 2012 unless the Securities and Exchange Commission determines otherwise, and (4) not being
required to provide certain disclosure regarding executive compensation required of larger public companies. We could be an emerging
growth company for up to five years from the end of our current fiscal year, although, if the market value of our ordinary shares
that is held by non-affiliates exceeds $700 million as of any January 31 before the end of that five-year period, we
would cease to be an emerging growth company as of the following July 31. We cannot predict if investors will find our ordinary
shares less attractive if we choose to rely on these exemptions. If some investors find our ordinary shares less attractive as
a result of any choices to reduce future disclosure, there may be a less active trading market for our ordinary shares and our
share price may be more volatile. Further, as a result of these scaled regulatory requirements, our disclosure may be more limited
than that of other public companies and investors in our securities may not have the same protections afforded to shareholders
of such companies.



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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 quarterly reports to the Securities and Exchange Commission
on Form 6-K for so long as we are subject to the reporting requirements of Section 13(g) or 15(d) of the Exchange
Act, although the information we furnish may not be the same as the information that is required in quarterly reports on Form 10-Q
for U.S. domestic issuers. In addition, while U.S. domestic 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 120 days after the end of each fiscal year. Foreign private issuers are also exempt from the 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 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 intend to meet the New York Stock Exchange’s requirements without making use of
the above-mentioned exemptions. However, in the future we may rely on certain exemptions. Such practices may afford less protection
to holders of our ordinary shares.





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There is a risk that we will be classified as
a passive foreign investment company, or PFIC, which could result in adverse U.S. federal income tax consequences to U.S. holders
of our ordinary shares.



In general, we will be treated as a PFIC
for any taxable year in which either (1) at least 75% of our gross income (including our portion of the gross income of our
25% or more-owned corporate subsidiaries) is passive income or (2) at least 50% of the average value of our assets (including
our portion of the assets of our 25% or more-owned corporate subsidiaries) produce, or are held for the production of, passive
income. Passive income generally includes dividends, interest, rents, royalties, and gains from the disposition of passive assets.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder
of our ordinary shares, the U.S. holder may be subject to increased U.S. federal income tax liability upon a sale or other disposition
of our ordinary shares or the receipt of certain excess distributions from us and may be subject to additional reporting requirements.
Based on the composition (and estimated values) of the assets and the nature of the income of us and our subsidiaries during our
taxable year ended March 31, 2013, we do not believe that we will be treated as a PFIC for such year or in the foreseeable future.
Our actual PFIC status for our current taxable year or any subsequent taxable year, however, is uncertain and will not be determinable
until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current
taxable year or any future taxable year. U.S. holders of our ordinary shares are urged to consult their own tax advisors regarding
the possible application of the PFIC rules.



Insiders have substantial control over us, and
their combined voting power of our ordinary shares and our Chairman and Chief Executive Officer’s direct and indirect equity
interests in Amira India may give rise to conflicts of interest with our public shareholders.



Karan A. Chanana, our Chairman and Chief
Executive Officer, and his affiliates, including various companies controlled by him and direct members of his family, and certain
of our other directors, directly or indirectly hold approximately 68.6% of the outstanding ordinary shares of ANFI. Accordingly,
these shareholders are able to control all matters requiring approval by holders of a majority of our outstanding ordinary shares,
including 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 BVI, or our voluntary liquidation. As a result, they
can cause, delay or prevent a change of control of, and generally preclude any unsolicited acquisition of us, even if such events
would provide our public shareholders an opportunity to receive a premium for their ordinary shares, or are otherwise in the best
interests of our public shareholders.



In addition, Mr. Karan A. Chanana and
certain of his affiliates, including various companies controlled by him and direct members of his family, hold a significant minority
equity interest in Amira India, through which we conduct almost all our operations. These shareholders may have conflicting interests
with our public shareholders. For example, if Amira India indirectly makes distributions to us, Mr. Karan A. Chanana and these
affiliates will also be entitled to receive distributions pro rata in accordance with their percentage 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 no similar ramifications would accrue to us or our public shareholders.



If we are unable to establish appropriate internal
financial reporting controls and procedures, it could cause us to fail to meet 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, or persons performing similar functions, 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 generally accepted accounting principles.



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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 will require annual
management assessments of the effectiveness of our internal controls over financial reporting starting with our annual report on
Form 20-F for the year ending March 31, 2014. In addition, an independent registered public accounting firm will be required
to attest to the effectiveness of our internal control over financial reporting beginning with our annual report on Form 20-F
for the year ending March 31, 2018, or if earlier, on our annual report on Form 20-F following the date on which we cease to qualify
as an emerging growth company or become an accelerated filer or large accelerated filer. 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.



Lack of experience as officers of publicly-traded
companies of our management team may hinder our ability to comply with the Sarbanes-Oxley Act.



It may be time-consuming, difficult and
costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may
need to hire additional financial reporting, internal controls and other finance staff or consultants in order to develop and implement
appropriate internal controls and reporting procedures. If we are unable to comply with the Sarbanes-Oxley Act’s internal
controls requirements, we may not be able to obtain the independent auditor certifications that the Sarbanes-Oxley Act will require
us to obtain in connection with the first annual report we publicly file after the earlier of the fifth anniversary of our IPO
or our determination that we no longer qualify as an “emerging growth company” under the JOBS Act.



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 in order to increase awareness of
the “Amira” name. We attempt to protect these 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.



For example,
in August 2011, the Department of Economic Development, Dubai (the “DED”), imposed a fine and prohibition on a
distributor/retailer of our “Amira” branded products in the UAE, on the basis of a complaint made by Arab &
India Spices LLC, which alleged that our “Amira” branded products infringed an existing trademark “Ameera”
registered in the name of Arab & India Spices LLC in the UAE. In order to amicably resolve this issue, Amira India
and Arab & India Spices LLC commenced negotiations for settlement in August 2011, and Arab & India
Spices LLC issued a letter to the DED, informing them of the settlement negotiations and requesting that legal proceedings
instituted by the DED in this regard be withdrawn. While the negotiations are still ongoing,there is no existing monetary
claim against Amira India in this matter and this matter has not affected our ability to sell our third-party branded products
in the UAE. However, we may not be able to reach a final settlement with Arab & India Spices LLC,
which could impair our ability to sell our “Amira” branded products in the UAE.



23







We have also initiated legal proceedings
against certain parties for infringement of our intellectual property rights. For instance, Amira India has 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 or 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 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, have required changes in corporate governance practices of public companies.
We expect these new rules and regulations to increase our legal, accounting and financial compliance costs and to make certain
corporate activities more time-consuming and costly. In addition, we incur additional costs associated with our public company
reporting requirements. We are currently evaluating and monitoring 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 provider of packaged
Indian specialty rice, with sales in over 40 countries today. We generate the majority of our revenue through the sale of Basmati
rice, a premium long-grain rice grown only in certain regions of the Indian sub-continent, under our flagship Amira brand as well
as under other third party brands. Our fourth generation leadership has leveraged nearly a century of experience to take the Amira
brand global in recent years. We recently launched new lines of Amira branded products such as ready-to-eat snacks to complement
our packaged rice offerings and we also sell bulk commodities to large international and regional trading firms.



We sell our products, primarily in emerging
markets, through a broad distribution network. We launched our flagship Amira brand in 2008 and now sell our branded products
in more than 25 countries. In emerging markets, our customer channels include traditional retail, which we define as small, privately-owned
independent stores, typically at a single location, and modern trade retailers, which we define as large supermarkets typically
in a mall or on a commercial street and usually part of a chain of stores. We sell our Amira branded products to Indian retailers
such as Bharti Wal-Mart, Big Bazaar, Metro Cash & Carry, Spar, Spencer’s Retail, Star Bazaar (Tesco in India) and
Total. We also sell in both emerging and developed markets to global retailers such as Carrefour, Costco, Jetro Restaurant Depot,
Lulu’s and Smart & Final, and through the foodservice channel. Since 2010, Amira India has been recognized
each year by the World Economic Forum as a Global Growth Company, an invitation-only community consisting of approximately 300
of the world’s fastest-growing corporations, including companies such as illycaffe SpA and Intralinks. In each
of 2010, 2011 and 2012, Inc. India, a leading Indian business magazine, identified Amira India as one of India’s fastest
growing mid-sized companies. In April 2013, Bharti Wal-Mart awarded us Best Partner in the “Staples” category for 2012.



The global rice market represented approximately
$240 billion in value in 2010, according to statistics from FAO, based on benchmark rice export prices for the international
rice trade. The Indian rice industry was valued at approximately $40 billion in wholesale prices in fiscal 2011, within
which the Indian Basmati rice segment is large and growing and was valued at approximately $4 billion in the same year, according
to CRISIL Research. Volume sales of Basmati rice in India have increased at a 25.0% CAGR between fiscal 2006 and 2011,
while Indian Basmati rice exports increased at a 20.2% CAGR between fiscal 2007 and 2011. International sales of Indian
Basmati rice have also benefited from favorable pricing trends and have grown at a 39.5% CAGR in value sales between fiscal 2007
and 2011. We expect to continue to benefit from this significant growth in global demand for Basmati and other specialty rice,
which we believe will outpace the growth of the overall rice industry.



24







The growth of the Amira brand is the foundation
of our strategy for expansion within our markets and the brand has gained significant traction with customers in markets where
we sell our products as a trusted standard of premium quality. At the end of 2011, PlanmanMarcom, an Indian marketing and
communications company, identified the Amira brand as a PowerBrand, one of the most powerful brands in India. Based on a multi-stage
survey of 10,000 consumers in 22 cities across India, Amira was one of 81 brands identified as a PowerBrand out of a total of 3,000
brands surveyed, and one of only six food-sector PowerBrands, along with such other brands as United Breweries, Britannia, Dabur,
Godrej and Tata.



We participate across the entire rice supply
chain from the procurement of paddy to its storage, aging, processing, packaging, distribution and marketing. We have long-standing
relationships with local Indian paddy farmers and a large network of procurement agents which allow us to consistently source high-quality
paddy at a fair price. We operate a state-of-the-art, fully-automated and integrated processing and milling facility that is strategically
located in the vicinity of the key Basmati rice paddy producing regions of northern India. The facility spans a covered area of
310,221 square feet, with a processing capacity of 24 metric tons of paddy per hour.



In fiscal 2013, 2012 and 2011 our revenue
was $413.7 million, $329.0 million and $255.0 million, respectively, representing a CAGR of 27.4%. In fiscal 2013, 2012 and
2011, our EBITDA, or profit after tax plus finance costs (net of finance income), income tax expense and depreciation and amortization,
was $52.2 million, $40.0 million and $31.0 million respectively, representing a CAGR of 29.8%.



Our Strengths



Our competitive strengths have contributed
to our strong track record and we believe will enable us to capitalize on future growth opportunities:



| | · | A Global Leader in the Attractive Packaged Specialty Rice Industry, and Primarily Basmati Rice.  We are a
leading global provider of packaged specialty rice, and primarily Basmati rice, a specialty long-grain rice grown only in certain
regions of the Indian sub-continent and known for its long-grain and appealing aroma. Our leadership in the Basmati segment represents
a distinct competitive advantage, since Basmati is a premium rice variety that generally commands higher prices and is more profitable
compared with other types of rice. The Basmati segment continues to experience significant growth in India and internationally
compared to the overall rice industry.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Strong and Growing Presence in over 40 Countries around the World, Primarily in Emerging Markets.  In
addition to our well-established business in India, our products are sold in over 40 countries worldwide. We have a branded presence
in over 25 of these countries, which is a cornerstone of our global brand-building strategy. Our international markets are primarily
comprised of high-growth emerging markets. Amira India has been recognized 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 SpA
and Intralinks.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 to more than 25 countries. In 2011,the Amira brand was
recognized by PlanmanMarcom as one of only six food Power Brands in our Indian market, based on a survey of Indian consumers, along
with such other brands as United Breweries, Britannia, Dabur, Godrej and Tata. In 2010, 2011 and 2012, Inc. India, a
leading Indian business magazine, identified Amira India as one of India’s fastest growing mid-sized companies. 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 our 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, such as ready-to-eat snacks and edible oil, to drive further growth.
We have successfully tailored our strategy to local market requirements and continuously focus on strengthening our brand and rolling
out new value-added products.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



25







| | · | Well-Established Relationships Resulting in Deep Understanding of Consumer Preferences.  Since launching international
third party branded sales over 30 years ago, we believe we have built strong relationships with large international and regional
customers who market our products under their own brand through their own distribution networks regionally and around the world.
These relationships have provided us a deep understanding of consumer preferences in numerous markets worldwide, and we have subsequently
launched our new Amira branded products in many of these markets. Our ability to consistently deliver large quantities of high-quality
products globally in a timely manner has been essential to our success in the third party branded business. We have established
relationships with a number of retailers such as Bharti Wal-Mart, Big Bazaar, Metro Cash & Carry, Spar, Spencer’s
Retail, Star Bazaar (Tesco in India) and Total in India, Carrefour, Costco, Jetro Restaurant Depot, Lulu’s and Smart &
Final globally, as well as institutions and distributors.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Superior Supply Chain Capabilities from Procurement to Distribution.  Our long-standing relationships with
local Indian paddy farmers and a network of procurement agents allow us to source paddy of consistently high quality. Our modern
processing plant in Gurgaon, India is strategically located in the vicinity of the key Basmati rice paddy producing regions of
northern India with access to developed infrastructure and transportation systems. Our processing facility includes state-of-the-art
grading and packaging units, along with a modern in-house laboratory for quality assurance, and meets the highest international
quality standards. In India, our direct sales team and network of 119 distributors provide us with a high degree of control over
our product offerings. We have a strong and growing international presence through our company-managed distribution centers and
23 international distributors.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Strong Management Team with a Track Record of Success.  As a family owned and managed business that has operated
since 1915, we have nearly a century of experience in the food business. In 2006, our Chairman and Chief Executive Officer,
Mr. Karan A. Chanana, assumed responsibility for our operations. Under Mr. Chanana’s leadership, we have transitioned
from a family owned and managed business to an international, professionally-managed business, and in 2008 we launched the
Amira branded strategy to enhance our growth. Our management team has significant experience in the rice industry and broad knowledge
about paddy procurement, processing and marketing activities, with an average of six years with us and 12 years in the industry.
In fiscal 2013, 2012 and 2011, our revenue was $413.7 million, $329.0 million and $255.0 million, respectively, representing a CAGR
of 27.4%. In fiscal 2013, 2012 and 2011, our EBITDA, or profit after tax plus finance costs (net of finance income), income tax
expense and depreciation and amortization, was $52.2 million, $40.0 million and $31.0 million, respectively, representing a CAGR
of 29.8%.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our Strategy



Our goal is to be the leading rice brand
globally. Key elements of our growth strategy to achieve this goal include:



| | · | Accelerate Focus on Global Brand Building and Increasing Value-Added Offering.  We believe that consumers
recognize our brand and associate it with high quality, premium and authentic specialty rice. We successfully expanded the Amira
brand across more than 25 countries within only three 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. In addition to penetrating markets with our Amira branded
rice offerings, we continue to develop new products in attractive categories to increase our relevance with consumers and drive
further growth.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26







| | · | Strengthen our Distribution Footprint in India to Capitalize on Attractive Demographic and Economic Trends.  We
believe that 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. Our119 Indian distributors
currently provide us access to both traditional and modern trade retailers throughout India, and we have an average of six distributors
per state. We plan to increase our concentration of Indian distributors to an average of nine per state throughout India in the
next five years to significantly increase our access to all channels. In addition, we have opened one
company-managed distribution center and plan to open additional company-managed distribution centers in 14 additional major cities
in India over the next 30 months, to target modern trade retailers, which we expect will result in greater market penetration and
higher margins.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Further Develop Relationships with Key Retailers to Capture Significant Growth in Indian Modern Trade.  According
to Planet Retail, there is significant growth potential for modern retail in India, which in 2010 accounted for only approximately
9% of Indian retail trade, and is expected to grow at a 17.0% CAGR through 2020. The Government of India has recently taken
various initiatives to promote foreign direct investment, which would accelerate the development of the modern retail trade in
India. A key focus for us is to continue building relationships with modern trade retailers. We employ a dedicated sales team
focused on promoting our products with retailers on a region-by-region basis, which allows us to grow alongside modern trade as
it broadly penetrates the Indian retail landscape.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Leverage Our Experience in International Markets to Enhance Amira Branded Penetration.  Consistent with our
historical branded growth strategy, we plan to leverage the success of our third party branded products in international markets
to further penetrate our Amira branded product offerings. From our existing international operations, we gain a deep understanding
of end markets and consumer preferences, which helps us to shape our strategy for branded products. We recently entered the South
Korean market and intend to either launch or increase our Amira branded presence in Saudi Arabia, Nigeria, France and Senegal,
among other countries.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Expand into New High-Growth Markets.  We expect to continue to increase our international sales, which were
54.3% of our revenue in fiscal 2013, by expanding into new high-growth markets. We plan to expand our sales into more than
25 additional countries in the next five years. We are currently focusing on the UK, Saudi Arabia, Bahrain, Jordan and Africa,
among other countries, which we chose based on our sophisticated framework for evaluating new markets which takes into account
market data collected by us, our local distributors and market research agencies.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Increase Processing Capacity and Operating Efficiencies to Capture Long Term Growth Opportunities and Drive Margin Expansion.  We
constructed what we believe was the first automated rice processing facility calibrated for Basmati rice in India in 1995,
which we believe remains one of the most sophisticated rice processing plants in India today. We intend to complete construction
of a state-of-the-art processing facility in Haryana, India by fiscal 2015 using some of the proceeds of our IPO, which we
believe will more than double our processing capacity. This will enable us to meet processing capacity demands in our business
over the coming years and is also expected to drive margin expansion.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



History



Our business was originally founded in 1915
by the Chanana family as an agricultural commodities and salt trading business. Prior to 1947, we were one of the largest suppliers
of grain to the British Indian Army. Following the partition of India and Pakistan, our business was re-located in New Delhi, India
and expanded to include the trade and supply of lentils and other legumes to Indian government agencies. Throughout the 1960s and
1970s, we 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 has been continuously upgraded to increase capacity. In 2006,
our Chairman and Chief Executive Officer, Karan A. Chanana, assumed responsibility for our operations. Under Mr. Chanana’s
leadership, we have transitioned from a family owned and managed business to an international, professionally managed business,
and in 2008 we launched the Amira branded strategy to enhance our growth into the retail channel.





27







Corporate Structure



ANFI was incorporated in 2012 as a BVI business
company and currently has no business operations of its own. Since the completion of our IPO on October 15, 2012, all our operations
are conducted through Amira India and its subsidiaries, which we control through our wholly owned subsidiary, Amira Mauritius.



As of the date of this Annual Report, 17.4%
of the equity shares of Amira India are legally and beneficially owned by Mr. Karan A. Chanana, our Chairman and Chief Executive
Officer, and his affiliates, including various companies controlled directly by him and indirectly controlled by him through members
of his family. Together with Mr. Karan A. Chanana’s ownership of 68.6% of ANFI, this gives them an effective economic interest
of 72.5% of ANFI. 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 effected 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
above.  Following such purchase, Mr. Karan A. Chanana and his affiliates will own 19.6% of the equity shares of Amira
India directly and will be the only shareholders of Amira India other than Amira Mauritius, which, together with Mr. Karan
A. Chanana’s ownership of 68.6% of the ordinary shares of ANFI, will give them an effective economic interest in Amira India
of 74.8%.



In connection with the IPO, ANFI’s
wholly-owned subsidiary Amira Mauritius purchased a new issue of 53,102,500 equity shares of Amira India, representing 80.4% of
Amira India’s outstanding equity shares. Other than equity shares, Amira India has no other class of equity outstanding,
with 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 (other than approximately $4 million retained by ANFI
to fund its future operating expenses) 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”). Amira India plans to use approximately $25 million of
the funds it received from this sale of shares to fund the development of a new processing facility. As of the date of this Annual
Report, Amira India has utilized approximately $52 million out of the funds to repay outstanding indebtedness and the balance of
$25 million is held in short term interest bearing fixed deposits with banks. By structuring the transfer of substantially all
of the economic interests and control of Amira India as a new issue of its shares, no existing holders of Amira India equity shares
received any portion of the net proceeds of the IPO, so we have been able to use all of these proceeds for our business.



Following the completion of this share purchase
by Amira Mauritius, Mr. Chanana and his affiliates own 19.6% of the equity shares of Amira India and 68.6% of ANFI directly,
giving them an effective economic interest in Amira India of 74.8% (assuming completion of the purchase by Mr. Chanana of
2.2% of Amira India that is not indirectly owned by ANFI or Mr. Chanana and his affiliates as explained above. As a result, an
investor’s ownership of us following our IPO represents a smaller corresponding indirect ownership in Amira India.



Governance of Amira Mauritius and Amira India



Under the Companies Act 2001 of the Republic
of Mauritius and Amira Mauritius’ organizational documents, the board of directors of Amira Mauritius shall be elected by
shareholders of Amira Mauritius holding a majority of its equity shares at its general meeting. ANFI is the sole shareholder of
Amira Mauritius, and the board of directors of Amira Mauritius consists of Karan A. Chanana, Sattar Hajee Abdoula and Yuvraj Thacoor.
Under the Indian Companies Act, 1956, as amended, and the articles of association of Amira India, the board of directors of Amira
India is elected by the vote of 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 Karan
A. Chanana, Anita Daing, Anil Gupta, Shyam Poddar (who has no familial relation to Ashish Poddar, our Chief Financial Officer)
and Rahul Sood.





28







Exchange Agreement and Right of First Refusal



We have also entered into an exchange agreement,
under which the shareholders of Amira India prior to the Amira Mauritius subscription (“the India Shareholders”), 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,
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



·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 of 50% 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.



29







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).



Our Organizational Structure



The following diagram illustrates our corporate
structure as of March 31, 2013, assuming Mr. Karan A. Chanana has completed the purchase of 1,500,000 equity shares of Amira India.
This diagram does not assume the exchange by the shareholders of Amira India of any of their Amira India equity shares for ANFI
ordinary shares pursuant to the exchange agreement.














(1) The directors of ANFI are Karan A. Chanana, Bimal Kishore
Raizada, Sanjay Chanana, Neal Cravens, Daniel Malina and Shiv Surinder Kumar. The officers of ANFI are Mr. Karan A.Chanana, Chief
Executive Officer, Ashish Poddar, Chief Financial Officer, Protik Guha, Chief Operating Officer and Sanjay Chanana, Secretary.



(2) The directors of Amira India are Karan A. Chanana,
Anita Daing, Anil Gupta, Rahul Sood and Shyam Poddar. The officers of Amira India are Mr. Karan A. Chanana, Chairman, ProtikGuha,
Chief Executive Officer, and Ashish Poddar, Chief Financial Officer. Under the Indian Companies Act, 1956, as amended, and the
articles of association of Amira India, the board of directors of Amira India will be elected by the vote of shareholders of Amira
India holding a majority of its equity shares at its general meeting. As a result of the IPO and the concurrent share subscription,
a majority of the equity shares of Amira India are owned by Amira Mauritius, such that ANFI, as the sole shareholder of Amira Mauritius,
has the ability to elect all of the directors of Amira India.



(3) Assumes the completion of the purchase by Karan A.
Chanana of 1,500,000 equity shares of Amira India.



30







We own 80.4% of Amira India and have consolidated
its financial results into the financial statements included in this Annual Report. As a result, the remaining approximately 19.6%
of Amira India that is not indirectly owned by ANFI has been reflected in our consolidated financial statements as a non-controlling
interest and, accordingly, the profit after tax attributable to equity shareholders of ANFI has been reduced by a corresponding
percentage.



The following table sets forth our significant
subsidiaries as of March 31, 2013:



|Name of company                                          |  | Place of incorporation or 
establishment |  | Attributable equity interest held       
|-------------------------------------------------------- |  | ---------------------------------------- |  | ----------------------------------------
|Amira Nature Foods Ltd (“Amira Mauritius”)               |  | Mauritius                                |  | 100% by ANFI                            
|                                                         |  |                                          |  |                                         
|Amira Pure Foods Private Limited
        (“Amira India”) |  | India                                    |  | 80.4% by Amira Mauritius                
|                                                         |  |                                          |  |                                         
|Amira I Grand Foods Inc.                                 |  | Delaware (United States)                 |  | 100% by Amira India                     
|                                                         |  |                                          |  |                                         
|Amira Food Pte. Ltd.                                     |  | Singapore                                |  | 100% by Amira India                     
|                                                         |  |                                          |  |                                         
|Amira C Foods International DMCC                         |  | Dubai Multi Commodities Centre (UAE)     |  | 100% by Amira India                     
|                                                         |  |                                          |  |                                         
|Amira Foods (Malaysia) Sdn. Bhd                          |  | Malaysia                                 |  | 100% by Amira Food Pte. Ltd.            
|                                                         |  |                                          |  |                                         
|Amira G Foods Limited                                    |  | United Kingdom                           |  | 100% by Amira C Foods International DMCC
|                                                         |  |                                          |  |                                         
|Amira Ten Nigeria Limited                                |  | Nigeria                                  |  | 100% by Amira C Foods International DMCC



Our Products



We are primarily engaged in the business
of processing, distributing and marketing packaged Indian specialty rice, primarily Basmati. We also provide ready-to-eat snacks
and edible oils, and are launching numerous additional rice, dairy and snack products. Our product focus is what we refer to as
“Food Connect,” or the bond and cultural connection that food creates between people. We are also engaged in the institutional
sale of bulk commodities to large international and regional trading firms.



Amira Branded Products



Our Amira branded products were formally
launched in 2008 and currently consist of several rice varieties and ready-to-eat snacks across more than 25 international markets.



|Category             |  | Brand/Product Line                                                                                                                                                                                                                                                                                                                                                                                                                |  | Product Features                                                                                                                                                                                    
|-------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Premium Basmati Rice |  | • Amira Pure Basmati Rice
        • Amira Extra Long Grain
        Basmati Rice
        • Amira Indian Basmati
        Rice
        • Amira Brown Basmati
        Rice
        • Amira Traditional Basmati
        Rice—New Crop
        ◦Amira Sameena Basmati
        Rice*
        • Amira Pure Traditional
        Organic White Basmati Rice*
        • Amira Good Health Whole
        Grain Pure and Organic Basmati Rice* |  | • Consists of the finest grains
        of aromatic Basmati
        • Aged for a minimum of 12 months
        • At least doubles in size when
        cooked
        • Rich taste and fragrant aroma



|Value Basmati Rice |  | • Amira Daily Fresh Basmati Rice
        • Amira Goodlength Day to Day
        • Amira Goodlength Everyday Basmati Rice
        • Amira Goodlength Broken Basmati Products
        • Amira Parboiled Basmati Products
        • Amira Banquet Rice |  | • Consist of different types
        of high-quality 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 restaurant or catering companies
|------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31







|Category |  | Brand/Product Line |  | Product Features
|-------- |  | ------------------ |  | ----------------

|Other Specialty Rice and Value Add Meals |  | • Amira Thai Jasmine Rice
        • Amira Sharbati Aromatic
        Long Grain Rice
        • Amira Kheer Rice
        • Amira Khichdi Rice |  | • Thai Jasmine rice is
        sourced from Thailand and has a fragrant aroma and chewy texture
        • Sharbati Aromatic Long
        Grain Rice is an everyday rice for daily consumption and is often purchased by foodservice customers
        • Amira Kheer Rice is
        formulated for rice pudding
        • Amira Khichdi Rice is
        formulated for Indian and South Asian comfort food and is also used as infant and toddler food
|---------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Ready-To-Eat Snacks |  | • Amira Navratan Mix
        • Amira Aloo Bhujia
        • Amira Zabardast Slims
        • Amira BikaneriBhujia
        • Amira Khatta Meetha
        • Amira Moong Dal |  | • Crunchy, Indian-style
        ready-to-eat snacks
        • Popular among ethnic
        population
        • Mix of dried vegetables,
        nuts and legumes
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



|Oil |  |                                                                                                                                           |  |                                                                                                                                     
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|    |  | • Palmolein
        • Pure Vegetable Cooking Oil*
        • Vegetable Ghee (clarified butter)*
        • Shortening*
        • Margarine* |  | • Oils used in food preparation
        • Shortening and margarine
        can be customized and packaged to customer specifications



|Dairy Products |  | • Amira Full Cream Milk
        Powder and Amira Skimmed Milk Powder ADPI Extra Grade*
        • Demineralised Whey Powder—90%*
        • Amira Lactose Edible
        Grade*
        • Amira Sweetened Condensed
        Milk* |  | • Used for cooking, as powdered milk, and as nutritional supplements added to drinks
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------



*Product under development



We offer all of our products in an array
of packages to meet different market needs. We continuously evaluate our existing products for quality, taste, nutritional value
and cost and make improvements where possible. Additionally, we develop new and innovative products where we see market opportunity.
We offer several types of rice, including AMIRA Brown Basmati, which is low-fat, cholesterol-free, high in fiber, and rich in vitamin
B and manganese, and our Parboiled Basmati Products, which have 80% of the nutrients found in brown rice. In addition, we plan
to offer brown and white organic rice which is processed from paddy grown without pesticides and packaged in organic paper.



Third party Branded Products



We sell a number of varieties of Basmati
and non-Basmati packaged rice to many large international and regional customers, such as Euricom Spa, Indonesia’s Business
State Logistics Agency (Bulog), Platinum Corp. FZE, the Seychelles State Trading Corporation Limited and SGS International Rice Co. Inc.,
who market them under their own brand through their own distribution networks. This 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.



32







|Category                 |  | Third party Brand/Country                                                                                                                                                                   |  | Product
        Features                                                                                                                                                                          
|------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Third party Basmati Rice |  | • Euricom Brown Basmati
        Rice, Italy
        • Mahe Regular White Basmati
        Rice (Economy), Seychelles
        • Mahe Premium White Basmati
        Rice (Premium), Seychelles |  | • Consists of the finest
        grains of pure traditional aromatic Indian Basmati
        • Available in brown, white
        and parboiled rice
        • Rich taste and fragrant
        aroma



|Third party Non-Basmati Rice |  | • Bulog Non-Basmati Rice, Indonesia
        • Platinum Corp. FZE Non-Basmati
        Parboiled Rice, Nigeria
        ◦ Bonne Chance Long Grain
        Rice, Abidjan |  | • Non-Basmati white rice which is between 10% and 100% broken and may be parboiled
|---------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------



Institutional Products



Our institutional business primarily consists
of the opportunistic sale of bulk commodities, including maize, sugar, soybean meal, onion, potato and millet. We sell these products
to large international and regional trading firms.



Production



Our Basmati rice operations include procurement,
inspection, cleaning, drying, parboiling, storage and aging, processing, sorting, packaging, branding and distribution. We purchase
our non-Basmati rice from other rice processors, and contract with third parties to produce and package our 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,” or through licensed procurement agents. Licensed procurement
agents, or “puccaartiyas,” evaluate, test and purchase paddy on our behalf at mandis. We have long-standing relationships
with procurement agents for sourcing 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. 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, ship the product into
our rice mill and then finish, pack, and sell the product to our customers and distributors.





33







Paddy Drying, Parboiling, Storage and Aging



After the paddy is tested and then unloaded
at our processing facility, it is pre-cleaned and dried to prevent deterioration. After it has been dried, 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 six to seven months 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 an additional four to six months. Finally, our rice and rice products are packaged
in our processing facility and prepared for shipment.



Inspection



All paddy is checked for quality at the
time of purchase and prior to loading it on the trucks that transport them to our processing facility. Further, the paddy bags
are sample checked on arrival at storage locations to ensure that the paddy meets the quality specifications based on our purchase.
We have 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 accreditation for our rice processing facility, which has
been renewed yearly and is currently valid until March 2016.



Certifications



Certifications are not compulsory in the
rice industry. However, some of our customers require us to have one or more internationally-recognized certifications. 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 aSQF Certificate. In addition, our facilities have received
certifications from BRC Global Standards, the U.S. Food and Drug Administration, an international company which provides health
and safety certifications, and are Kosher certified and have received a certificate of approval for the export of Basmati rice
by the Export Inspection Council of India.



Sales, Marketing and Distribution



As of March 31, 2013, we had 120 employees
working exclusively in sales, marketing and distribution. We divide these personnel across different geographic regions in India
and the rest of the world. 100 of them are focused on sales and marketing to the Indian market, and 20 of them are focused on sales
and marketing internationally. We have opened one company managed distribution center and are currently
working on two new sites for our direct distribution centers in India. Our team continues to target having company-managed distribution
centers in 14 additional major cities in India over the next 30 months, which we expect will result in greater market penetration
and higher margins.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 reach our end users in order to promote
the Amira brand name.



Our products also reach our Indian customers
through our network of 119 regional distributors. Our products reach our international customers through our network of 23
third party international distributors in 17 countries, who coordinate regional marketing, sales and distribution, including five
distributors in the United States.





34







Customers



Customers for our Amira branded products
include Indian retailers such as Bharti Wal-Mart, Big Bazaar, Metro Cash & Carry, Spar, Spencer’s Retail, Star Bazaar
(Tesco India), and Total and global retailers such as Carrefour, Costco, Jetro Restaurant Depot, Lulu’s, and Smart &
Final, and through the foodservice channel. Our third party branded products are sold to many international and regional customers
in more than 40 countries, such as Indonesia’s Business State Logistics Agency (Bulog), Platinum Corp. FZE, and SGS International
Rice Co. Inc., who market them under their own brands through their own distribution networks. Our institutional products
are sold to large international and regional trading firms. Sales to our top five customers and distributors collectively accounted
for 33.4%, 46.6% and 50.5%, of our revenue in fiscal 2013, 2012 and 2011 respectively. No single customer or distributor accounted
for over 13% of our revenue during fiscal 2013, 27% of our revenue during fiscal 2012 or 18% of our revenue during fiscal 2011.
Our other retail customers in India consist of small, privately owned independent stores, typically at a single location, which
we refer to as traditional retail, that we access through our distribution network.



Competition



The rice industry in India is highly fragmented
and intensely competitive. Competition in the rice markets is principally on the basis of 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 to smaller businesses in India and around the world. Internationally, our major competitors are leading
Indian overseas Basmati rice companies. Basmati rice has historically only been grown successfully in the Indian states of Haryana,
Uttar Pradesh, Uttaranchal and Punjab, Rajasthan, Jammu 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. According to Euromonitor, in the global packaged rice landscape, the
top 10 brands only accounted for 9.1% of market share by value in 2010.



Intellectual Property



We protect our intellectual property through
copyright and trademark laws. Our intellectual property includes the registered trademarks “Amira,” Goodlength,”
and “Daily Fresh” under the Indian Trade Marks Act, 1999. The registration of a trademark is valid for ten years but
can be renewed. In addition, we have applied for the registration of the “Amira Food Connect” logo, the “Amira
Pure” label and “Amira” across certain other product categories. The registration of any trademark in India is
a time-consuming process, and there can be no assurance that any such registration will be granted. Further, 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.



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 United
States.



Employees



As of March 31, 2013, 2012 and 2011,
we had 326, 226 and 210 full time employees, respectively. As of March 31, 2013, we had 45 employees working in our accounting
and finance department, 120 working in sales, marketing and distribution, and 91 working at our processing facility. We have entered
into employment agreements with all of our full-time employees that provide for termination of their employment upon delivery of
two months’ severance or notice, and that prohibit them from soliciting any of our other employees during or after their
employment. There is a registered trade union comprising a small number of workers at the processing facility. We consider our
relations with our employees to be amicable.





35







Insurance



We currently maintain commercial general
liability insurance and property insurance. We also have liability insurance for our directors and officers.



Legal Proceedings



We are subject to litigation in the normal
course of our business. Except as set forth below, we are not currently, and have not been in the recent past, subject to any legal,
arbitration or government proceedings (including proceedings pending or known to be contemplated) that we believe will have a significant
effect on our financial position or profitability.



On April 4, 2012, a vessel carrying rice
owned by Amira C Foods International DMCC with a market value of approximately $10 million arrived 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. Amira C Foods International DMCC engaged Metro Eastern Trading Corp., or Metro Eastern,
a registered “locator,” duly authorized and regulated by the Subic Bay Metropolitan Authority to unload, warehouse,
and transship the vessel’s cargo. On May 15, 2012, the Collector of Customs (the “COC”) in the Port of Subic
Bay issued a warrant of seizure and detention to Metro Eastern with respect to the shipment alleging violation of certain sections
of the Tariff and Customs Code of the Philippines. On June 8, 2012, Amira C Foods International DMCC filed a position paper with
the COC as an intervenor, being the legal owner of the goods, arguing that the COC lacks jurisdiction over the goods because they
were never imported into the Philippines, but only transshipped into the Port of Subic free trade zone. On June 15, 2012, Amira
C Foods International DMCC’s legal counsel received an undated decision from the COC issued against Metro Eastern, upholding
the 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. On June 27, 2012, the rice subject to the warrant was sold to a related party for
$11,445,000 under an arrangement that effectively transferred all risks and rewards to the goods without any recourse or further
obligation, other than our obligation to make best efforts to assist the purchaser in any regulatory, port and customs clearance
required to transship the goods, the cost of which will be borne by the purchaser. Both Metro Eastern and Amira C Foods International
DMCC as intervenor appealed this decision with the Office of the Commissioner of the Bureau of Customs (“BOC”), and
we were notified on October 3, 2012 that this appeal was denied. We believe there are several grounds for this decision to be reversed
on appeal, including that all goods located in the SSEZ in the Port of Subic Bay are outside of the legal jurisdiction of the Customs
Authority of the Philippines, and that the shipment was landed there solely for purposes of transshipment and not for importation
into the Philippines. Accordingly, on October 16, 2012, Amira C Foods International DMCC filed an appeal with the Court of Tax
Appeals (“CTA”), contesting the BOC decision on grounds that it was contrary to law and prevailing jurisprudence. We
intend to continue seeking the reversal of this decision with the Court of Tax Appeals of the Philippines, and if necessary with
higher courts.



On October 17, 2012, the COC conducted a
public auction for the seized rice and an entity named Veramar Rice Mill and Trading Company was declared as the highest bidder
with a bid of Php 487 Million (approximately $11.66 million at the rate of Php 41.18 to one U.S. dollar). Based on representations
by BOC’s legal counsel during the hearing of October 22, 2012 before the COC, the full bid amount has been delivered to the
COC and such amount has been deposited in escrow to be released to the final prevailing party. Should the CTA find the forfeiture
to be invalid, it will issue a ruling that the escrowed amount be released to Amira C Foods International DMCC.



After several motions for extension, the
BOC as represented by the Office of the Solicitor General (“OSG”) filed its Answer dated January 4, 2013. In its Answer,
the OSG essentially reiterated the arguments in assailed Decision dated September 11, 2012 to justify the seizure and forfeiture
of the subject rice. We have filed our Motion to Admit Attached Reply dated January 18, 2013 refuting the arguments of the OSG.



The case is currently
at the pre-trial stage. To limit the disputed issues that must be subject to proof by the parties, both parties have submitted
a Joint Stipulation of Facts. Should the CTA rule against Amira C Foods International DMCC, we intend to appeal the ruling to the
higher courts.



Concurrently with the proceedings of the
BOC, the Senate of the Philippines conducted fact-finding hearings in support of potential legislation with regard to these events.
Protik Guha, our chief operating officer, testified before one such hearing on August 22, 2012. On September 4, 2012, at a hearing
that Mr. Guha did not attend, the Senate of the Philippines cited Mr. Guha in contempt for allegedly testifying falsely before
the Senate and ordered his detention. This citation is an administrative and not a criminal matter. A motion for reconsideration
to lift the contempt citation with accompanying back-up support was filed. However, on October 16, 2012, the Senate Joint Committees
denied the motion for reconsideration. Consequently, the warrant for Mr. Guha’s arrest issued by the Senate remains outstanding.
Mr. Guha maintains that he did not falsely testify before the Senate and will continue to explore all available legal options.
We do not believe that the Senate hearings or its report will have a material effect on our business.



36







An order dated
November 10, 2010 was issued against Amira India by the Department of Commerce, Ministry of Commerce and Industry of the Government
of India. This order prohibits Amira India from entering into transactions with certain public sector undertakings, or PSUs, of
the Department of Commerce. The basis of the prohibition was the claim that Amira India had appropriated all the profits from the
export of non-Basmati rice to Ghana and Comoros, in 2008 and 2009, under a specific relaxation notification issued by the Director
General of Foreign Trade while the PSUs were only paid a fixed trading margin of the total value of the export. According to the
Government of India, the profits should have inured to the benefit of the PSU, acting as exporter, and Amira India should have
merely acted as a shipper. Amira India was alleged to have colluded with PSU employees and the foreign governments to deprive the
PSUs of the profits. Amira India appealed this order to the High Court of Delhi and the High Court of Delhi subsequently reversed
the order on the grounds that it was issued without a hearing or issuance of a show cause notice. The Department of Commerce responded
by issuing a show cause notice in April 2011, providing a hearing to Amira India, and reinstating the prohibition, through an order
passed in April 2011. Amira India has challenged the said order by filing another petition before the High Court of Delhi. The
matter is pending before the court and is currently at the stage of final arguments. The order also stated that the matter was
referred to India’s Central Bureau of Investigation, or CBI. However, Amira India has not received any notice or other requests
for information from the CBI as yet. Since the Department of Commerce has not requested monetary damages and we do not currently
do business with PSUs, we do not believe that this proceeding will materially affect our business unless the Government of India
reinstates the ban against the export of non-Basmati rice other than through the concerned PSUs.



Further, Amira India is involved in ordinary
course government tax audits from time to time, which typically include assessment proceedings carried out in relation to tax returns
filed for previous years, which may result in further tax demands by relevant taxation authorities, including the disallowance
of certain claimed deductions. The aggregate additional and unpaid tax liability which Amira India may be required to pay, pursuant
to such proceedings, is estimated to be approximately $623,529, excluding any penalties that may be levied by the tax authorities.



On November 23, 2010 Amira India along
with its directors and certain key officials were subjected to search and survey proceedings by the Indian Income Tax Act Authority
under the Indian Income Tax Act, 1961. During the course of these proceedings, the Income Tax authorities took custody of certain
records and documents of the Company. The Company received notices from the Indian Income Tax Authority asking management to submit
income tax statements for the period beginning April 1, 2004 to March 31, 2012. Subsequently, in the spirit of settlement
and to fulfill its procedural obligations under the Indian Income Tax Act, 1961, Amira India filed a petition before the Income
Tax Settlement Commission and has paid the tax amounting to $188,784. We do not believe that we will be required to pay any material
additional amount as the result of these proceedings.



In August 2011, the DED imposed a fine and
prohibition on a distributor/retailer of our “Amira” branded products in the UAE, on the basis of a complaint made
by Arab & India Spices LLC, which alleged that our “Amira” branded products infringed an existing trademark
“Ameera” registered in the name of Arab & India Spices LLC in the UAE. In order to amicably resolve this
issue, Amira India and Arab & India Spices LLC commenced negotiations for settlement in August 2011, and Arab &
India Spices LLC issued a letter to the DED, informing them of the settlement negotiations and requesting that legal proceedings
instituted by the DED in this regard be withdrawn. While the negotiations are still ongoing, we may not be able to reach a final
settlement with Arab & India Spices LLC, which could impair our ability to sell our “Amira” branded products
in the UAE. However, this matter has not affected our ability to sell our third-party branded products to the UAE and there is
no existing monetary claim against Amira India in this matter.



Seasonality of our Business



Our revenue is typically higher from October
through March than from April through September. Due to inherent seasonality in our business, our results may vary by quarter.
For example, in fiscal 2013, our revenue was greatest in the quarter ended March 31, 2013 and lowest in the quarter ended
September 30, 2012. 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 was 10 months, 11
months and 18 months for the fiscal years 2013, 2012 and 2011, respectively. Accordingly, we maintain substantial levels of
working capital indebtedness that is secured by this inventory. Our results of operations may 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.”





37







Government Regulations Applicable to Our Business in India



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



Regulations Related to Agricultural Produce and Exports



The Government of India, under the Foreign
Trade (Development & Regulation) Act, 1992, or the Foreign Trade Act, together with the Foreign 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 minimum export price of goods, including Basmati and non-Basmati rice, from time to time. While the MEP for Basmati
rice was terminated in July 2012, the Government of India may in the future reinstitute an MEP for Basmati rice. The Foreign Trade
Act empowers the Director General of Foreign Trade 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.



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 “mandies”, 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.





38







The Agricultural and Processed Food Products
Export Development Authority Act, 1985



The Agricultural and Processed Food Products
Export Development Authority Act provides for the establishment of the Agricultural and 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.



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



Our business in India is subject to various
environmental laws and regulations. Compliance with relevant environmental laws is the responsibility of the occupier or operator
of the facilities. Our operations require various environmental and other permits covering, among other things, water use and discharges,
waste disposal and air and other emissions. Major environmental laws applicable to our operations are set forth below.



The Environment (Protection) Act, 1986



The Environment (Protection) Act, 1986,
or the EPA, is an umbrella legislation which encompasses various environment protection laws in India. The EPA grants the Government
of India the power to take any measures it deems necessary or expedient for protecting and improving the quality of 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.





39







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 Consolidated Foreign Direct
Investment policy (effective from April 5, 2013) 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.



Principal operating facilities



As of March 31, 2013, our material properties
consist of one office and one processing facility in India, seven international offices in India, Malaysia, Dubai, Singapore, the
United Kingdom, the United States and Nigeria, 11 warehouse facilities in India, and two warehouse facilities in the United States.
We own our processing facility and lease the other properties.





40







Our processing facility is located in Gurgaon,
Haryana, India, which is near New Delhi. We presently have a total installed hourly milling capacity of 24 metric tons of paddy
per hour across a covered area of 310,221 square feet. We plan to use part of the proceeds of our IPO to expand our milling and
sorting capacity from 24 metric tons per hour as of March 31, 2013 to approximately 60 metric tons per hour by fiscal 2015 with
the addition of a new milling plant located in Haryana, India, which we expect will provide additional milling and sorting capacity
of 48 metric tons per hour. Upon the completion of this new facility, we plan to close down the oldest two of the three milling
plants at our existing facility, which together have a milling and sorting capacity of 12 metric tons per hour.



| | ITEM 4A. | UNRESOLVED STAFF COMMENTS
| | -------- | -------------------------



None.



| | ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
| | ------- | --------------------------------------------



The following discussion of our financial
condition and results of operations should be read in conjunction with our audited consolidated 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 provider of packaged
Indian specialty rice, with sales in over 40 countries today. We generate the majority of our revenue through the sale of Basmati
rice - premium long-grain rice grown only in certain regions of the Indian sub-continent, under our flagship Amira brand as well
as under other third party brands. Our fourth generation leadership has leveraged nearly a century of experience to take the Amira
brand global in recent years. We recently launched new lines of Amira branded products such as ready-to-eat snacks to complement
our packaged rice offerings and we also sell bulk commodities to large international and regional trading firms.



We sell our products,
primarily in emerging markets, through a broad distribution network. We launched our flagship Amira brand in 2008 and now sell
our branded products in more than 25 countries. In emerging markets, our customer channels include traditional retail, which we
define as small, privately-owned independent stores, typically at a single location, and modern trade retailers, which we define
as large supermarkets typically in a mall or on a commercial street and usually part of a chain of stores. Since 2010, Amira India
has been recognized each year by the World Economic Forum as a Global Growth Company, an invitation-only community consisting of
approximately 300 of the world’s fastest-growing corporations, including companies such as illycaffeSpA and Intralinks. In
2010, 2011 and 2012, Inc. India, a leading Indian business magazine, identified Amira India as one of India’s fastest
growing mid-sized companies.In April 2013, Bharti Wal-Mart awarded us Best Partner in the “Staples” category
for 2012.



Revenue for fiscal 2013 was $413.7 million,
with sales of Amira branded and third party branded products contributing 98.2% of our revenue and sales of bulk commodity products
to our institutional clients contributing 1.8% of our revenue. Revenue for fiscal 2012 was $329.0 million, with sales of Amira
branded and third party branded products contributing 91.9% of our revenue and sales of bulk commodity products to our institutional
clients contributing 8.1% of our revenue. Revenue for fiscal 2011 was $255.0 million, with sales of Amira branded and third party
branded products contributing 83.5% of our revenue and sales of bulk commodity products to our institutional clients contributing
16.5% of our revenue.



Our Indian business consists primarily of
sales under the Amira brand name. We believe that we have a pan-Indian presence and reach our customers through 119 distributors
that sell our products to both traditional and modern retailers, as well as foodservice customers. Our international business primarily
consists of the sale of Amira branded, third party branded and institutional products in more than 40 countries worldwide. We access
these international markets through a combination of regional offices, in-country distribution and global retailer relationships.
Our international markets consist primarily of high-growth emerging markets.





41







As of March 31, 2013, we had 120 employees
working exclusively in sales, marketing and distribution. We divide these personnel across different geographic regions in India
and the rest of the world. 100 of them are focused on sales and marketing to the Indian market, and 20 of them are focused on sales
and marketing internationally. We have opened one company managed distribution center and are currently working on two new sites
for our direct distribution centers in India. Our team continues to target having company-managed distribution centers in 14 additional
major cities in India over the next 30 months, which we expect will result in greater market penetration and higher margins. 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 reach our end users in order to promote the Amira brand name.



We believe we have strong relationships
with a network of large distributors. As of March 31, 2013, we had 119 distributors across India and 23 international distributors.
In order to further increase our Indian and international revenue, particularly for our branded products in India, we have recently
entered into arrangements with leading retail chains for the distribution of our Amira branded products, including Bharti Wal-Mart,
Big Bazaar, Metro Cash & Carry, Spar, Spencer’s Retail, Star Bazaar (Tesco in India) and Total in India, and Carrefour,
Costco, Jetro, Restaurant Depot, Lulu’s and Smart & Final globally. We sell our third-party branded products to
many large international and regional customers, such as Indonesia’s Business State Logistics Agency (Bulog), Platinum Corp.
FZE and SGS International Rice Co. Inc., who market them under their own brand through their own distribution networks.



Factors Affecting our Results of Operations



Our results of operations, cash flows and
financial condition are affected by a number of factors, including the following:



Demand for Basmati rice



In fiscal 2013, 2012 and 2011, we derived
76.1%, 69.8% and 61.0% of our revenue, respectively, from sales of Basmati rice. Its unique taste, aroma, shape and texture have
historically elicited premium pricing. Consumption of Basmati rice in India is estimated to have grown at a CAGR of 25.0% to 1.5 million
metric tons in fiscal 2011 from less than 0.5 million metric tons in fiscal 2006, according to CRISIL Research. Indian Basmati
rice exports grew at a CAGR of 20.2% by volume between fiscal 2007 and 2011. However, any negative change in customer preferences
for Basmati rice may result in reduced demand and could harm our business and results of operations.



Demand for our products in our international
markets



In fiscal 2013, 2012 and 2011, our revenue
from international sales was $224.8 million, $217.0 million and $157.7 million, respectively, and accounted for 54.3%, 66.0%
and 61.9% respectively, of our revenue in these periods. We sold our products to customers in over 40 countries and significant
portions of our international sales were to Asia Pacific, EMEA and North America.



|Region                         |  | FY 2013               |       |  | FY 2012 |  |       | FY 2011 | 
|------------------------------ |  | --------------------- | ----- |  | ------- |  | ----- | ------- | 
|                               |  | (Amount in $ million) |      
|EMEA                           |  |                       | 193.3 |  |         |  | 165.5 |         | 
|Asia Pacific (excluding India) |  |                       | 24.7  |  |         |  | 47.1  |         | 
|North America                  |  |                       | 6.8   |  |         |  | 4.4   |         | 
|Total                          |  |                       | 224.8 |  |         |  | 217.0 |         | 



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.





42







Increasing sales of Amira branded products in
India and international markets



Our Amira branded products were formally
launched in 2008 and currently consist of several rice varieties and ready-to-eat snacks. We sell our branded products to retailers
in India such as Bharti Wal-Mart, Big Bazaar, Metro Cash & Carry, Spar, Spencer’s Retail, Star Bazaar (Tesco in
India) and Total, and to global retailers in more than 25 international markets—including both emerging and developed markets-
such as Carrefour, Costco, Jetro Restaurant Depot, Lulu’s and Smart & Final, and through the foodservice channel.



In India, we primarily sell Basmati rice
and other packaged foods such as ready-to-eat snacks under the Amira brand name. Branded Basmati 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 intend to either launch or
increase our Amira branded presence in more than 25 additional countries in the next five years.



Cost of capital and working capital cycle



We procure most of our Basmati paddy between
September and March. Our business requires a significant amount of working capital primarily 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 was 10 months ,11 months and 18 months for the fiscal years 2013, 2012 and 2011,
respectively. 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, 2013, 2012 and 2011, we had $161.6 million, $141.8 million
and $161.0 million of total indebtedness, respectively, of which more than 99% 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.” Our interest expense
as a percentage of revenue decreased due to the use of approximately $52 million of the net proceeds of our IPO to repay a
portion of our outstanding secured revolving credit facilities.



Capacity expansion



As part of our growth strategy, we intend
to significantly expand our rice processing capacities. We plan to use part of the proceeds of our IPO to expand our milling and
sorting capacity from 24 metric tons per hour as of March 31, 2013 with the addition of a new milling plant located in Haryana,
India, which we expect will provide additional milling and sorting capacity of 48 metric tons per hour. Upon the completion of
this new facility, we also plan to close down the oldest two of the three milling plants at our existing facility, each of which
has a milling and sorting capacity of six metric tons per hour, which will result in our total milling and sorting capacity reaching
approximately 60 metric tons per hour by fiscal 2015. 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, presented as a percentage of revenue in fiscal 2013, 2012 and 2011 are
77.3%, 80.1% and 80.8%, 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.





43







Our ability to procure adequate quantities
and good quality Basmati paddy also depends 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 typically denominated in U.S. dollars, and occasionally in Euros and UAE Dirham. In fiscal 2013,
2012 and 2011, our revenue from international sales was 54.3%, 66.0% and 61.9%, respectively, of our revenue. As of March 31,
2013, foreign currency receivables (net) were $20.9 million.



Since most of our operations are located
in India, our operating and other expenditures are denominated principally in Rupees. Depreciation of 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 enter into forward foreign exchange contracts taken against
sales contracts to hedge against our foreign exchange rate risks in connection with our international sales. Forward foreign currency
exchange contracts outstanding as of March 31, 2013, 2012 and 2011 was $73.4 million, $166.2 million and $85.3 million,
respectively. Our results of operations have been impacted in the past and may be impacted by such fluctuations in the future.
For example, the Indian Rupee has depreciated against the U.S. dollar during fiscal 2013, and this depreciation may impact our
results of operations in future periods.



Financial Operations Overview



Revenue



We derive our revenue primarily from the
sale of Amira branded and third party branded products and bulk commodities to our customers in both Indian and international markets.
The revenue is presented net of product returns, if any, made by customers.



Our revenue grew by $84.7 million or 25.7%
in fiscal 2013 as compared to fiscal 2012, and by $74.0 million or 29.0% in fiscal 2012 as compared
to fiscal 2011,respectively. Revenue from both our Amira branded products and our third party branded products contributed
an aggregate of 98.2%, 91.9% and 83.5% to our revenue in fiscal 2013, 2012 and 2011, respectively. Sales of bulk commodity products
to our institutional customers contributed 1.8%, 8.1% and 16.5% to our revenue in fiscal 2013, 2012 and 2011 respectively. We expect
to continue benefiting from the significant growth in demand for Basmati and other specialty rice, which we believe will outpace
the growth of the overall global rice industry and resulting margins. Our top five customers and distributors in fiscal 2013, 2012
and 2011 accounted for 33.4%, 46.6% and 50.5%, respectively, in these periods.



International revenue.    Our
international sales accounted for $224.8 million, $217.0 million and $157.7 million of our total revenue for fiscal 2013, 2012
and 2011, respectively. Almost all of our international revenue is from sales to large distributors and global retailers. Our international
revenue in fiscal 2013 was primarily derived from sales to customers in EMEA ($193.3 million), Asia Pacific ($24.7 million), and
North America ($6.8 million). We had 23 international distributors as of March 31, 2013.





44







India revenue.    Our
sales in India accounted $188.9 million, $112.0 million and $97.3 million of revenue for fiscal 2013, 2012 and 2011, respectively.
We currently sell Basmati rice in India through a network of distributors who distribute our branded products to traditional retail
outlets. In order to increase our Indian revenue, we have recently entered into additional arrangements with leading retail chains
for the distribution of our branded products. We had 119 Indian distributors as of March 31, 2013.



Finance income



Finance income primarily consists of interest
received on collateral deposits made by us to obtain letters of credit and other non-cash instruments.



Other financial items



Other financial items, which primarily consist
of our gain or loss due to foreign exchange fluctuations, or fluctuations in the value of the Rupee, 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 financial items 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 as of the reporting date. We expect that income from these items will continue
to contribute an insignificant percentage 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 income statement
and reported in “Other Financial Items.” The cumulative gain or loss previously recognized in the cash flow hedging
reserve is transferred to the consolidated income statement 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 income statement.
Previously such derivative financial instruments were not designated as effective hedges, and all changes in instruments’
fair value that were reported in the consolidated income statement were included in “Other Financial Items.”



Other income



Other income primarily consists of income
from export benefit (duty entitlement) in accordance with the Indian customs rules for being an exporter and insurance claims
received by us under the various policies taken against the loss of stock of Basmati paddy and rice.



Expenditures



Our expenditures consist of:



| | · | cost of material including change in inventory of finished
goods,
| | - | -----------------------------------------------------------------



| | · | employee expenses,
| | - | ------------------



| | · | Freight, forwarding and handling expenses,
| | - | ------------------------------------------



| | · | other expenses,
| | - | ---------------



| | · | depreciation and amortization expenses, and
| | - | -------------------------------------------



| | · | finance costs.
| | - | --------------



Cost of material including change in
inventory of finished goods



Cost of material consists of cost of raw
materials, i.e. paddy, semi-processed rice and other products, other expenses used in processing 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.
In fiscal 2013, 2012 and 2011 cost of material represented 77.3%, 80.1% and 80.8%, respectively, of our revenue in these periods.





45







The price of Basmati paddy procured by us
depends on the variety of Basmati paddy we purchase, which is primarily determined by the 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 expenses



Employee expenses primarily consist of:



| | · | wages and salaries of our employees,
| | - | ------------------------------------



| | · | defined benefit plans, accrued vacation, severance payments
and bonuses,
| | - | ------------------------------------------------------------------------



| | · | employee welfare expenses, and
| | - | ------------------------------



| | · | contributions to pension plans.
| | - | -------------------------------



Freight, forwarding and handling expenses



Freight, forwarding and handling expenses
primarily consists of ocean freight, inland freight, customs clearing and freight forwarding, 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,
| | - | ------------------------



| | · | corporate headquarters expenses related to our executive,
general management, finance, accounting and administrative functions,
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | · | legal fees, and
| | - | ---------------



| | · | other functions.
| | - | ----------------



These costs are based on our volume of business and expenses
incurred to support corporate activities and initiatives such as training. We plan to expand 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.





46







Depreciation and amortization



Depreciation consists primarily of depreciation
expense recorded on property, plant and machinery, generator and boilers, storage equipment, office furniture, fixtures, electrical
panels and fittings, quality control and laboratory equipment and motor vehicles. Amortization expense consists primarily of amortization
recorded on intangible assets, such as trademarks & software licenses.



Depreciation on property, plant and equipment
is charged to income on a systematic basis over the useful life of assets as estimated by management. Depreciation is computed
using the straight line method of depreciation.



Finance costs



Finance costs consist primarily of interest
expense (borrowing costs) accrued on short term and long term loans taken from our lenders to fund working capital, bank charges
and other interest paid to artiyas for credit they extend when we purchase paddy.



Results of Operations



On October 15, 2012 we completed the
IPO of our ordinary shares.  On October 16, 2012, our wholly owned subsidiary, Amira Mauritius purchased 53,102,500 equity
shares of 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.



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 all
periods in these financials have been presented as if the share subscription took place as of April 1, 2011.



Our results of operations for the fiscal
years ended March 31, 2013, 2012 and 2011, respectively, were as follows:



|                                          |  | Year Ended March 31, |             
|----------------------------------------- |  | -------------------- | ------------
|                                          |  | 2013                 |             
|Revenue                                   |  | $                    | 413,682,574 
|Other income                              |  |                      | 94,368      
|Cost of material                          |  |                      | (347,341,159
|Change in inventory of finished goods     |  |                      | 27,594,211  
|Employee expenses                         |  |                      | (5,553,197  
|Depreciation and amortization             |  |                      | (1,943,846  
|Freight, forwarding and handling expenses |  |                      | (20,985,039 
|Other expenses                            |  |                      | (14,676,910 
|                                          |  | $                    | 50,871,002  
|IPO Expenses                              |  |                      | (1,750,082  
|Finance costs                             |  |                      | (21,751,614 
|Finance income                            |  |                      | 802,146     
|Other financial items                     |  |                      | (654,852    
|Profit before tax                         |  | $                    | 27,516,600  
|Income tax expense                        |  |                      | (8,267,562  
|                                          |  |                      |             
|Profit after tax                          |  | $                    | 19,249,038  
|Profit after tax attributable to:         |  |                      |             
|Shareholders of the company               |  |                      | 15,056,309  
|Non-controlling interest                  |  |                      | 4,192,729   
|                                          |  |                      |             
|Earnings per share                        |  |                      |             
|Basic and diluted earnings per share(1)   |  | $                    | 0.63        





47







(1) Basic and diluted earnings per share is calculated
by dividing our profit after tax, which starting with our first financial statements for the period in which our IPO occurred,
or the third quarter of fiscal 2013, is reduced by the amount of a non-controlling interest reflecting the remaining approximately
19.6% of Amira India that is not indirectly owned by us, by our weighted average outstanding ordinary shares, during the applicable
period.



Comparison of the Fiscal Years ended March 31, 2013 and
2012



Our results of operations for fiscal 2013
and 2012, respectively, were as follows:



Revenue



Revenue for fiscal 2013 was $413.7 million,
with sales of Amira branded and third party branded products contributing 98.2% of our revenue and sales of bulk commodity products
to our institutional customers contributing 1.8% of our revenue.



Revenue increased by $84.7 million, or 25.7%,
to $413.7 million in fiscal 2013 from $329.0 million in fiscal 2012, primarily due to an increase in sales volume both in India
and internationally and to a lesser extent an increase in price. This revenue growth was driven primarily by sales of Amira branded
products, which increased by $73.3 million, or 60.3%, and sales of third party branded products which increased by $34.1 million
or 18.9%, in fiscal 2013 as compared to fiscal 2012.



Revenue from sales in India increased by
$76.9 million, or 68.7%, to $188.9 million in fiscal 2013 from $112.0 million in fiscal 2012, primarily due to an
increase of larger distributors and the launch of a company managed distribution center, which were more successful at selling
our products, enabling us to increase revenue growth.



Revenue from international sales increased
by $7.8 million, or 3.6%, to $224.8 million in fiscal 2013 from $217.0 million in fiscal 2012, primarily
due to sales of Amira branded and third party branded products to our international customers which increased by $25.1 million
or 12.9%, with a corresponding decrease in institutional sales by $17.32 million or 3.6%, which is consistent with our focus on
rice and rice related products.



The improvement in our international revenue
from sales of both Amira branded and third party branded products is a result of our current strategy of expanding our brand penetration
in existing markets and accessing new international markets. A breakdown of our revenue by geographic region is as follows:



|Region                         |  | FY 2013               |       |  | FY 2012 | 
|------------------------------ |  | --------------------- | ----- |  | ------- | 
|                               |  | (Amount in $ million) |      
|India                          |  |                       | 188.9 |  |         | 
|EMEA                           |  |                       | 193.3 |  |         | 
|Asia Pacific (excluding India) |  |                       | 24.7  |  |         | 
|North America                  |  |                       | 6.8   |  |         | 
|Total                          |  |                       | 413.7 |  |         | 



Other income



Other income was $0.1 million in March 31,
2013 compared to $0.6 million in March 31, 2012. This decrease was primarily due to certain changes to Indian customs regulations,
which led to a reduction in the income derived from export benefits.



Finance income



Finance income was $0.8 million in fiscal
2013 compared to $0.3 million in fiscal 2012. This increase was primarily due to income earned on funds reserved for our new processing
facility pending their utilization.



Other financial items



Other financial items decreased by $1.7
million, or 163.4%, to an expense of $0.7 million in fiscal 2013 compared to income of $1.0 million in fiscal 2012 mainly due to
foreign exchange losses during the period.



48









Cost of materials, including change in
inventory of finished goods



Cost of materials increased by $56.1
million, or 21.3%, to $319.7 million in fiscal 2013 from $263.6 million in fiscal 2012, primarily reflecting the growth in our
revenue. As a percentage of revenue, cost of materials decreased to 77.3% in fiscal 2013 as compared to 80.1% in fiscal 2012
due to improved operating efficiencies and economies of scale.



Employee expenses



Employee expenses increased by $2.8 million,
or 95.2%, to $5.6 million in fiscal 2013 from $2.8 million in fiscal 2012. This increase was primarily due to increases in salaries,
wages and allowances, and our hiring of additional professionally qualified employees across functions to support business growth.
As a percentage of revenue, personnel costs were 1.3% and 0.9% in fiscal 2013 and 2012, respectively.



Depreciation and amortization



Depreciation and amortization expense decreased
by $0.2 million to $1.9 million in fiscal 2013 as compared to $2.1 million in fiscal 2012. As a percentage of revenue, depreciation
and amortization costs were 0.5% and 0.6% in fiscal 2013 and 2012, respectively.



Freight, forwarding and handling expenses



Freight, forwarding and handling expenses
increased by $7.0 million, or 50.0%, to $21.0 million in fiscal 2013 from $14.0 million in fiscal 2012, primarily reflecting growth
in revenue. This increase was due to more shipments involving our payment of shipping, insurance and freight costs. As a percentage
of revenue, freight, forwarding and handling expenses increased to 5.1% in fiscal 2013 from 4.3% in fiscal 2012.



Other expenses



Other expenses increased by $4.1 million,
or 38.9%, to $14.7 million in fiscal 2013 from $10.6 million in the fiscal 2012. This increase is in line with business growth.
As a percentage of revenue, other expenses increased to 3.5% in fiscal 2013 from 3.2% in fiscal 2012. These costs are based on
the volume of our business and expenses incurred to support corporate activities and business development initiatives.



Finance costs



Finance costs were $21.8 million in fiscal
2013 as compared to $21.8 million in fiscal 2012. As a percentage of revenue, finance costs were 5.3% and 6.6% in fiscal 2013 and
2012, respectively. This was primarily due to the use of a portion of the IPO proceeds to pay down a portion of the indebtedness
under our secured revolving credit facilities.



IPO Expenses



IPO expenses represent those expenses incidental
to the IPO that are classified as expenses on our income statement for the period. On October 15, 2012, we completed our IPO. 
IPO expenses amounted to $1.8 million, representing New York Stock Exchange listing fees and certain legal and consulting fees
related to the IPO.



Profit before tax



Profit before tax increased by $11.4 million,
or 71.1%, to $27.5 million in fiscal 2013 from $16.1 million in fiscal 2012. This increase was primarily due to an increase in
revenue from both the Indian and international markets. Our key strategy of focusing on emerging growth markets enabled a growth
in profits. Profit before tax margins as a percentage of revenue increased to 6.7% in fiscal 2013 from 4.9% in fiscal 2012 primarily
due to higher sales volumes along with a decrease in finance costs as a percentage of revenue, which were 5.3% in fiscal 2013 as
compared to 6.6% in fiscal 2012.



49







Income tax expense



Corporate tax expense increased by $4.2
million, or 99.8%, to $8.3 million in fiscal 2013 from $4.1 million in fiscal 2012. This was mainly due to the increase in profit
before tax by $11.4 million, or 71.1%, to $27.5 million in fiscal 2013, as compared to $16.1 million in fiscal 2012. Tax expense
as a percentage of revenue increased to 2.0% in fiscal 2013 from 1.3% in fiscal 2012, primarily due to an increase in revenue from
India as compared to other lower tax jurisdictions. We recognized our income tax liability of amount $2.7 million and deferred
tax liability of $8.5 million in accordance with our accounting policy on deferred tax as on March 31, 2013. 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 increased by $7.3 million,
or 61.2%, to $19.2 million in fiscal 2013 from $11.9 million in fiscal 2012, due to the reasons mentioned above. Profit after tax
as a percentage of revenue increased to 4.7% in fiscal 2013 from 3.6% in fiscal 2012.



Comparison of the Fiscal Years ended March 31, 2012 and
2011



Our results of operations for fiscal 2012
and 2011, respectively, were as follows:



Revenue



Revenue for fiscal 2012 was $329.0 million,
with sales of Amira branded and third party branded products contributing 91.9% of our revenue and sales of bulk commodity products
to our institutional customers contributing 8.1% of our revenue.



Revenue increased by $74.0 million,
or 29.0%, to $329.0 million in fiscal 2012 from $255.0 million in fiscal 2011, primarily due to an increase in prices,
and to a lesser extent an increase in volume. This revenue growth was driven primarily by sales of third party branded products
to our international customers, which increased by $62.9 million, or 53.3%, in fiscal 2012, and by revenue from sales of Amira
branded products, which increased by $26.7 million, or 28.0%, in fiscal 2012 as compared to fiscal 2011.



Revenue from sales in India increased by
$14.7 million, or 15.1%, to $112.0 million in fiscal 2012 from $97.3 million in fiscal 2011, primarily due to our
replacement of smaller distributors with larger distributors that were more successful at selling our products, enabling us to
increase revenue growth.



Revenue from international
sales increased by $59.3 million, or 37.6%, to $217.0 million in fiscal 2012 from $157.7 million in fiscal 2011,
primarily due to a $62.9 million or 53.3% increase in revenue from sales of third party branded products to our international
customers. This was primarily due to an increase in prices from a higher proportion of Basmati sales.



The improvement in our international revenue
from sale of both Amira branded and third party branded products is a result of our current strategy of expanding our brand penetration
in existing markets and accessing new international markets. A breakdown of our revenue by geographic region is as follows:



|Region                         |  | FY 2012               |       |  | FY 2011 | 
|------------------------------ |  | --------------------- | ----- |  | ------- | 
|                               |  | (Amount in $ million) |      
|India                          |  |                       | 112.0 |  |         | 
|EMEA                           |  |                       | 165.5 |  |         | 
|Asia Pacific (excluding India) |  |                       | 47.1  |  |         | 
|North America                  |  |                       | 4.4   |  |         | 
|Total                          |  |                       | 329.0 |  |         | 



50







Other income



Other income was $0.6 million in fiscal 2012
compared to $2.1 million in fiscal 2011. This decrease was primarily due to certain changes to Indian customs regulations,
which led to a significant reduction in the income derived from export benefits.



Finance income



Finance income was $0.3 million in
fiscal 2012 compared to $0.2 million in fiscal 2011.



Other financial items



Other financial items decreased by $1.6 million,
or 60.4%, to $1.0 million in fiscal 2012 from $2.6 million in fiscal 2011, mainly due to lower foreign exchange
gains in fiscal 2012 compared to fiscal 2011.



Cost of materials, including change in
inventory of finished goods



Cost of materials increased by $57.6 million,
or 27.9%, to $263.6 million in fiscal 2012 from $206.0 million in fiscal 2011, primarily reflecting the growth
in our revenue and a slight increase in raw material prices. As a percentage of revenue, cost of materials remained relatively
constant at 80.1% in fiscal 2012 as compared to 80.8% in fiscal 2011.



Employee expenses



Employee expenses increased by $0.4 million,
or 17.9%, to $2.8 million in fiscal 2012 from $2.4 million in fiscal 2011. This increase was primarily due
to annual incremental increases in salaries, wages and allowances, and our hiring of additional professionally qualified employees
across functions to support sales growth. As a percentage of revenue, personnel costs were 0.9% in each of fiscal 2012 and 2011.



Depreciation and amortization



Depreciation and amortization increased
by $0.2 million, or 9.1%, to $2.1 million in fiscal 2012 from $1.9 million in fiscal 2011. This increase
was primarily due to installation of our new milling plant at our processing facility, which occurred during fiscal 2011,
as a result of which we recognized depreciation and amortization costs for only a part of fiscal 2011, while we recognized
them throughout all of fiscal 2012. As a percentage of revenue, depreciation and amortization costs were 0.6% and 0.8% in
fiscal 2012 and 2011, respectively.



Freight, forwarding and handling expenses



Freight, forwarding and handling expenses
increased by $3.2 million, or 29.8%, to $14.0 million in fiscal 2012 from $10.8 million in fiscal 2011,
primarily reflecting growth in revenue. As a percentage of revenue, freight, forwarding and handling expenses were 4.3% and 4.2%
in fiscal 2012 and 2011, respectively, the slight increase was primarily due to our higher international revenue, as
compared to fiscal 2011, which generally involves higher freight, forwarding and handling expenses.



Other expenses



Other expenses increased by $0.8 million,
or 8.2%, to $10.6 million in fiscal 2012 from $9.8 million in fiscal 2011. This increase is in line with business
growth. As a percentage of revenue, other expenses decreased to 3.2% in fiscal 2012 from 3.8% in fiscal 2011. These costs
are based on our volume of our business and expenses incurred to support corporate activities and business development initiatives.



Finance costs



Finance costs increased by $2.1 million,
or 10.7%, to $21.8 million in fiscal 2012 from $19.7 million in fiscal 2011, primarily due to an increase in
interest expense on secured revolving credit facilities taken from our lenders for working capital requirements, which increased
by $1.4 million to $13.5 million in fiscal 2012 from $12.1 million in fiscal 2011. The Reserve Bank of
India increased repurchase rates five consecutive times during fiscal 2012, which resulted in a 150 basis point increase
in the applicable interest rate in fiscal 2012 as compared to fiscal 2011. As a percentage of revenue, finance costs
were 6.6% and 7.7% in fiscal 2012 and 2011, respectively.



51







Profit before tax



Profit before tax increased by $6.7 million,
or 71.8%, to $16.1 million in fiscal 2012 from $9.4 million in fiscal 2011. This increase was primarily due
to an increase in revenue from both India and international markets. Our key strategy of focusing on high growth markets enabled
growth in profits. Profit before tax margins as a percentage of revenue increased to 4.9% in fiscal 2012 from 3.7% in fiscal 2011,
primarily due to better price realization and higher volumes along with a decrease in finance costs as a percentage of revenue,
which were 6.6% in fiscal 2012 as compared to 7.7% in fiscal 2011.



Income tax expense



Corporate
taxes increased by $1.2 million, or 40.3%, to $4.1 million in fiscal 2012 from $2.9 million in fiscal 2011.
This was mainly on account of the increase in profit before tax of $6.7 million, or 71.8%, to $16.1 million in fiscal 2012,
as compared to $9.4 million in fiscal 2011. However, tax expense as a percentage of profit before tax decreased to 25.7%
in fiscal 2012 from 31.5% in fiscal 2011, primarily due to our geographical mix of revenue in different tax jurisdictions.
We recognized our income tax liability of $1.9 million and deferred tax liability of $4.8 million in accordance with
our accounting policy on deferred tax as of March 31, 2012. Deferred income taxes are calculated using the balance sheet liability
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 as of the reporting date.



Profit after tax



Profit after tax increased by $5.5 million,
or 86.3%, to $11.9 million in fiscal 2012 from $6.4 million in fiscal 2011. Due to the foregoing reasons, profit
after tax as a percentage of revenue increased to 3.6% in fiscal year 2012 from 2.5% in fiscal year 2011.



Quarterly Results



The following table presents unaudited quarterly
financial information for each of our last eight fiscal quarters on a historical basis. We believe the quarterly information contains
all adjustments necessary to fairly present this information. The operating results for any quarter are not necessarily indicative
of the results for any future period.



|                                          |  | FY 2013                      |              |   | FY 2012                    | 
|----------------------------------------- |  | ---------------------------- | ------------ | - | -------------------------- | 
|                                          |  | Three
    months ended       |              |   | Three
    months ended     | 
|                                          |  | March
    31,
    2013       |              |   | December
    31, 
    2012 | 
|                                          |  | (Unaudited,
    Amount in $) |             
|Revenue                                   |  |                              | 140,246,379  |   |                            | 
|Other income                              |  |                              | (2,606       | ) |                            | 
|Cost of material                          |  |                              | (107,464,529 | ) |                            | 
|Change in inventory of finished goods     |  |                              | (1,552,839   | ) |                            | 
|Employee expenses                         |  |                              | (2,036,253   | ) |                            | 
|Depreciation and amortization             |  |                              | (510,001     | ) |                            | 
|Freight, forwarding and handling expenses |  |                              | (5,364,447   | ) |                            | 
|Other expenses                            |  |                              | (5,625,487   | ) |                            | 
|                                          |  |                              | 17,690,217   |   |                            | 
|IPO Expenses                              |  |                              | -            |   |                            | 
|Finance costs                             |  |                              | (6,088,227   | ) |                            | 
|Finance income                            |  |                              | 314,553      |   |                            | 
|Other financial items                     |  |                              | (66,879      | ) |                            | 
|Profit before tax                         |  |                              | 11,849,664   |   |                            | 
|Income tax expense                        |  |                              | (3,342,676   | ) |                            | 
|Profit after
    tax                      |  |                              | 8,506,988    |   |                            | 



52







Liquidity and Capital Resources



As of March 31, 2013, we had debt in the
following amounts:



| | · | secured revolving credit facilities, aggregating $113.5 million;
| | - | ----------------------------------------------------------------



| | · | other facilities, aggregating $ 40.1 million;
| | - | ---------------------------------------------



| | · | related party debt, aggregating $1.2 million;
| | - | ---------------------------------------------



| | · | term loan facilities, aggregating $6.6 million; and
| | - | ---------------------------------------------------



| | · | vehicle loans, aggregating $0.2 million.
| | - | ----------------------------------------



Following our receipt of approximately $81
million in net proceeds from the IPO on October 15, 2012, we used approximately $52 million of the IPO proceeds to pay down
a portion of the indebtedness under our secured revolving credit facilities rather than the amounts under any of our term loans,
because our secured revolving credit facilities are at comparatively higher interest rates. As a result, the weighted average interest
rate on secured revolving credit facilities has gone down as of March 31, 2013 as compared to March 31, 2012.



As of March 31, 2013, an aggregate of approximately
$11.4 million remained available for drawdown under our existing financing arrangements. Debt incurred under our secured revolving
credit facilities bears interest at variable rates of interest, determined by reference to the relevant benchmark rate. Most of
our debt is in Rupees.



The weighted average interest rates for
each of the reporting periods were as follows:

|                                    |  | Interest                   |  | Year Ended March 31, 2013 |      |   | Year Ended March 31, 2012 |  |      | Year Ended March 31, 2011 | 
|----------------------------------- |  | -------------------------- |  | ------------------------- | ---- | - | ------------------------- |  | ---- | ------------------------- | 
|Secured revolving credit facilities |  | Floating Rates of Interest |  |                           | 11.6 | % |                           |  | 12.5 | %                         | 
|Other facilities                    |  | Floating Rates of Interest |  |                           | 11.1 | % |                           |  | 10.9 | %                         | 
|Related party debt                  |  | Fixed Rate of Interest     |  |                           | 11.6 | % |                           |  | 11.6 | %                         | 
|Term loans                          |  | Floating Rate of Interest  |  |                           | 12.9 | % |                           |  | 12.4 | %                         | 
|Vehicle loan                        |  | Fixed Rate of Interest     |  |                           | 10.7 | % |                           |  | 8.9  | %                         | 



Our secured revolving credit facilities
have been provided to us by a consortium of 10 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 and Vijaya Bank), while the
term loan facilities have been provided by ICICI Bank and Bank of Baroda.



Our outstanding secured revolving credit
facilities and term loans have been secured by, among other things, certain current and fixed assets 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 Anita Daing (a director of Amira India). Mr. Karan A. Chanana and Ms. Daing have issued personal
guarantees in favor of Canara Bank, the lead bank of a consortium of 10 banks that granted Amira India its outstanding secured
revolving credit facilities. Under these personal guarantees, Mr. Karan A. Chanana and Ms. Daing have guaranteed the
repayment of the secured revolving credit facilities, up to a sum of $175.7 million, along with 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. Daing, who are obligated under the terms of the personal
guarantees to make such payment.



Additionally, personal guarantees containing
similar terms have been issued by Mr. Karan A. Chanana and Ms. Daing in favor of Bank of Baroda and ICICI Bank for amounts
not exceeding $2.1 million and $4.7 million, respectively, guaranteeing repayment of the term loan facilities availed
by Amira India from these banks.



ANFI will indemnify its directors and officers,
including Mr. Karan A. Chanana, 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
personal guarantees described above.



53







Under the terms of certain of our loan facilities,
Amira India is required to obtain the consent of lenders prior to declaring and paying dividends, and some of its current facilities
preclude it from paying cash dividends in the event of default in its repayment obligations. 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.
| | - | ------------------------------------------------



In fiscal 2013, 2012 and 2011 we spent $1.5
million, $0.9 million and $1.8 million, respectively, on capital expenditures.



Historically, our cash requirements have
mainly been for working capital as well as capital expenditures. As of March 31, 2013, our primary sources of liquidity, aside
from our secured revolving credit facilities, were $33.3 million of cash and cash equivalents and short term investments, which
deposits are available on demand. Following our receipt of approximately $81 million in net proceeds from the IPO on October 15,
2012, $52 million of the proceeds were used for the repayment of indebtedness, $25 million is held in interest bearing deposit
with banks, pending the construction of a new processing facility, and $4 million was retained for future operating expenses through
2015 (of which $3.8 million remains as of March 31, 2013 as part 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
$66.8 million as of March 31, 2013.



Our prepayments and current assets primarily
consist of advances to our suppliers to secure better prices and availability of inventory in future periods, insurance claim receivables,
short term investments and input tax credit receivables. Our prepayments were $8.4 million as of March 31, 2013.



We believe that our current cash and cash
equivalents, cash flow from operations, debt incurred under our secured revolving credit facilities and other short and long term
loans, and the proceeds from our IPO 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.



54







The following table sets forth the summary
of our cash flows for the periods indicated:



|                                                     |  | Fiscal year ended March 31, |      
|---------------------------------------------------- |  | --------------------------- | -----
|                                                     |  | 2013                        |      
|                                                     |  | (Amount in $ million)       |      
|Net cash from/(used in) operating activities         |  |                             | (60.2
|Net cash from/(used in) investing activities         |  |                             | (0.9 
|Net cash from/(used in) financing activities         |  |                             | 88.5 
|Effect of exchange rate fluctuations on cash held    |  |                             | (2.5 
|Net increase/(decrease) in cash and cash equivalents |  |                             | 24.9 
|Cash and cash equivalents at beginning of period     |  |                             | 8.4  
|Cash and cash equivalents at end of period           |  |                             | 33.3 



Net Cash Generated From/ (Used In) Operating Activities



Net cash used in operating activities was
$60.2 million in fiscal 2013 compared to $19.9 million of cash generated in fiscal 2012, primarily due to increased inventories
and trade receivables resulting from increased sales. Net cash generated from operating activities increased to $19.9 million
in fiscal 2012 from $1.5 million in fiscal 2011.Generally, factors that affect
our earnings include, among others, sales price and volume, costs and productivity, which similarly also affect our cash flows
provided by (or used by) operations.



Net Cash Generated From/ (Used In) Investing Activities



In fiscal 2013, cash used in investing activities
was $0.9 million compared to $1.0 million of cash used in fiscal 2012 which were primarily to purchase tangible assets. In
fiscal 2011, cash used in investing activities was $1.2 million, most of which was spent on construction of the new milling
plant at our processing facility.





Net Cash Generated From/(Used In) Financing Activities



In fiscal 2013 we received $82.6 million
as IPO proceeds (net of IPO related expenses of $9.1 million) and net proceeds of $28.0 million from short term debt. This cash
position allowed us to repay a long term debt of $2.2 million and interest of $19.8 million, which resulted in a net inflow of
$88.5 million from financing activities in fiscal 2013.



In fiscal 2012, we received $3.7 million
of short term debt and $0.2 million of long term debt. This allows us to pay $2.4 million of long term borrowings and interest
of $17.2 million, which resulted in net outflow of $15.7 million from financing activities in fiscal 2012.



In fiscal 2011, we received $11.4 million
and $18.3 million from short term and long term debt, part of which has been used to pay $14.5 million interest on total
debt of $161.0 million, resulting in net outflow of $7.4 million from financing activities in fiscal 2011.



Contractual Obligations



The following is a summary of our contractual
obligations and other commitments as of March 31, 2013:



|                            |  | Payments due by period |      
|--------------------------- |  | ---------------------- | -----
|                            |  | Total                  |      
|                            |  | (Amount in $ million)  |      
|Long Term Debt Obligations  |  |                        | 6.9  
|Operating Lease Obligations |  |                        | 0.4  
|Short Term Debt Obligations |  |                        | 154.7
|Total                       |  |                        | 162.0



55







Inflation



Our results of operations and financial
condition have historically not been significantly affected by inflation because we were able to pass most, if not all, increases
in raw materials prices on to our customers through price increases on our products.



Off-Balance Sheet Arrangements



As of March 31, 2013, we had no off-balance
sheet arrangements.



Critical Accounting Policies and Estimates



Critical accounting policies are those that
are most important to the presentation of our financial condition, results of operations and cash flows, and require management
to make difficult, subjective or complex judgments and estimates about matters that are inherently uncertain.



Management bases its estimates on historical
experience and other assumptions that it believes are reasonable, the results of which form the basis for making judgments about
the reported carrying values of assets and liabilities and the reported amounts of revenue and expenses that may not be readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.



We also have other policies that are considered
key accounting policies, such as the policy for revenue recognition, expense recognition. However, these other policies, which
are discussed in the notes to our audited consolidated financial statements, do not meet the definition of critical accounting
estimates, because they do not generally require estimates to be made or judgments that are difficult or subjective.



We believe the following are the critical
accounting policies and related judgments and estimates used in the preparation of our audited consolidated financial statements.
Our management has discussed the application of these critical accounting estimates with our board of directors. For more information
on each of these policies, see "Note 5—Summary of Significant Accounting Policies" in the notes to our audited
consolidated financial statements.



Foreign currency translation



Our consolidated financial statements are
presented in U.S. dollars. Although the functional currency of Amira India, through which we conduct most of our operations, is
Rupees, we chose the U.S. dollar as our reporting currency because the functional currency of ANFI is the U.S. dollar, and in order
to maintain the comparability of our financial results with other market participants. The functional currencies of ANFI, Amira
India and our other direct and indirect subsidiaries have been determined on the basis of the primary economic environment in which
each of them operates.



A currency other than the functional currency
of such entities is a foreign currency. Foreign currency transactions are translated into the functional currency of 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 income statements. Non-monetary items measured at historical cost are translated using the exchange
rates at the date of the transaction.



For purposes of our audited consolidated
financial statements, all assets, liabilities and transactions of our direct and indirect subsidiaries with a functional currency
other than the U.S. dollar (our reporting currency) are translated into U.S. dollars upon consolidation. The functional currency
of those subsidiaries has remained unchanged during the reporting periods.



On consolidation, assets and liabilities
have been translated into the U.S. dollar at the closing rate at the statement of financial position date. Income and expenses
have been translated into our reporting currency at the average rate over the reporting period. Exchange differences are recognized
in the "Currency translation reserve" in equity.



56







Revenue



Revenue is recognized to the extent that
it is probable that economic benefits will flow to us and the revenue can be reliably measured. Revenue is measured at the fair
value of consideration received, excluding discounts, rebates, and sales tax or duty. Revenue from sale of goods is recognized
when the significant risks and rewards of ownership of goods have passed to the buyer, usually upon delivery of goods.



Inventory



Inventory is valued at the lower of cost
and net realizable value.



Raw materials, stores and spares, packaging
materials and purchased finished goods



Inventory costs are comprised of purchase
price, expenses incurred to bring inventory to its present location and related taxes net of tax credits available, if any. Cost
of closing inventory is determined on a first in first out basis (and includes storage costs and interest as paddy is required
to be stored for a substantial period of time for natural ageing process). Storage costs and borrowing costs incurred to store
inventory or borrow money to pay for our inventories are added to the costs of closing inventory. Storage costs are incurred because
we store Basmati paddy for a substantial period of time prior to sale in order to enhance its value.



Manufactured finished goods and work
in progress



Inventory costs may also include direct
materials and manufacturing expenses incurred to bring inventories to their present location and condition. Cost of closing inventory
includes interest as Basmati rice is required to be stored for a substantial period of time for the rice’s natural ageing
process to occur.



Cost of material



Cost of material includes paddy cost, cost
of semi-finished rice purchased for further processing and cost of traded goods.



Property, plant and equipment



Property, plant and equipment are stated
at cost of acquisition less accumulated depreciation and accumulated impairment provisions, if any.



An item of property, plant and equipment
is no longer recognized upon disposal or when no future economic benefits are expected from its use or disposal. 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 income statements within "Other Income" in the year the asset is derecognized.



The asset’s residual values, useful
lives and methods are reviewed by management, and adjusted if appropriate, at each reporting date. Depreciation on property, plant
and equipment is charged to income on a systematic basis over the useful life of assets as estimated by our management. Depreciation
is computed using the straight line method of depreciation.



Debt costs



Debt costs primarily comprise interest on
the Group's debt. Debt costs directly attributable to the acquisition, construction or production of 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. Other debt costs are
expensed in the period in which they are incurred and reported in “Finance costs.”



Cash flow hedges



Changes in fair value of the derivative
hedging instruments designated as a cash flow hedge are recognized in consolidated statements of other comprehensive income and
held in cash flow hedge reserve to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes
in fair value are recognized in profit or loss in consolidated income statements. If the hedging instrument no longer meets the
criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively.
The cumulative gain or loss previously recognized in the cash flow hedge reserve is transferred to profit or loss in consolidated
income statements 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 profit or loss in our consolidated income statements.



57







Share Based Payment



The grant date fair value of share-based
payment awards granted to employees is recognized as personnel expense, with a corresponding increase 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 and non-market vesting 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 payment transaction is presented in “Share
based compensation reserve”.



The share options that we have granted to
our employees have been valued indirectly with respect to the fair values of the equity instruments granted, using the Black Scholes
valuation model.



Provisions and contingent liabilities



Provisions



Provisions are recognized when present obligations
as a result of a past event will probably lead to an outflow of economic resources from us and amounts can be estimated reliably.
Timing or the amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal 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 we 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 estimate.



Contingent liabilities



Where the possible outflow of economic resources
as a result of present obligations is considered improbable or where the amount of the obligation cannot be determined reliably,
no liability is recognized.



Estimation uncertainty



When preparing the consolidated financial
statements, management undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets,
liabilities, income and expenses. The actual results may differ from the judgments, estimates and assumptions made by management,
and be materially different from the estimated results. Information about significant judgments, estimates and assumptions that
have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below.



Significant Management Judgments



Determination of functional currency
of individual entities



Following the guidance under IAS 21, “The Effects
of Changes in Foreign Exchange Rates”, the functional currency of each individual entity is determined to be the currency
of the primary economic environment in which the entity operates. Management considers that each individual entity's functional
currency reflects the transactions, events and conditions under which the entity conducts its business.



58







Inventories



We utilize the accounting policy of capitalizing
borrowing cost as raw material and finished goods are stored for a substantial period of time.



IAS 23 Borrowing Cost allows
(but does not mandate) us to apply IAS 23 on inventory produced in large quantity on a repetitive basis. Management believes
it is more appropriate to apply IAS 23 to the valuation of paddy and rice inventory that is stored for a substantial period
of time for the natural ageing process needed for the desired level of quality.



Estimates



Fair value of financial instruments



Management applies valuation techniques
to determine the fair value of financial instruments where active market quotes are not available. This requires management to
develop estimates and assumptions based on market inputs, using observable data that market participants would use in pricing the
instrument. Where such data is not observable, management uses its best estimate.



Share Based Payment



The share options that we granted to our
employees have been valued indirectly with respect to the fair values of the equity instruments granted, using the Black Scholes
valuation model. In valuing the share options, management is required to estimate the inputs made to the Black Scholes model. These
inputs include inter alia, fair value of our shares at the measurement date, volatility of shares, risk free rate of return, dividend
yield and expected life of the option.



Recent Accounting Pronouncements



Summarized in the paragraphs below are standards,
interpretations or amendments that have been issued prior to the date of approval of these consolidated financial statements and
will be applicable for our transactions but are not yet effective. These have not been adopted early and accordingly, have not
been considered in the preparation of our consolidated financial statements.



Management anticipates that we will adopt
all of these pronouncements in the first accounting period beginning after the effective date of each of the pronouncements. Information
on the new standards, interpretations and amendments that are expected to be relevant to our consolidated financial statements
is provided below.



| | · | IFRS 9 Financial Instruments Classification and Measurement
| | - | -----------------------------------------------------------



In November 2009, the IASB issued
IFRS 9 “Financial Instruments: Classification and Measurement” (“IFRS 9”). This standard introduces certain
new requirements for classifying and measuring financial assets and liabilities and divides all financial assets that are currently
in the scope of IAS 39 into two classifications, viz. those measured at amortized cost and those measured at fair value. In October 2010,
the IASB issued a revised version of IFRS 9, “Financial Instruments” (“IFRS 9 R”). The revised standard
adds guidance on the classification and measurement of financial liabilities. IFRS 9 R requires entities with financial liabilities
designated at fair value through profit or loss to recognize changes in the fair value due to changes in the liability’s
credit risk in other comprehensive income. However, if recognizing these changes in other comprehensive income creates an accounting
mismatch, an entity would present the entire change in fair value within profit or loss. There is no subsequent recycling of the
amounts recorded in other comprehensive income to profit or loss, but accumulated gains or losses may be transferred within equity.



IFRS 9 is effective for fiscal years beginning
on or after January 1, 2015. Earlier application is permitted. We are currently evaluating the impact that this new standard
will have on our consolidated financial statements.



| | · | Consolidation Standards
| | - | -----------------------



A package of consolidation standards are
effective for annual periods beginning on or after January 1, 2013. Information on these new standards is presented below.
We are currently evaluating the impact that these new standards will have on our consolidated financial statements, although these
are not expected to be material.



59







| | o | IFRS 10 Consolidated Financial Statements
| | - | -----------------------------------------



In May 2011, the IASB issued IFRS 10
“Consolidated Financial Statements” (“IFRS 10”) which replaces consolidation requirements in IAS 27 “Consolidated
and Separate Financial Statements” and SIC-12 “Consolidation — Special Purpose Entities” and builds on
existing principles by identifying the concept of control as the determining factor in whether an entity should be included within
the consolidated financial statements of the parent company. This pronouncement is effective for the annual period beginning on
or after January 1, 2013 with earlier application permitted so long as this standard is applied together with other four standards
as mentioned below:



IFRS 11 “Joint Arrangements”

IFRS 12 “Disclosure of Interest in Other Entities”

IAS 27 (Revised) “Separate Financial Statements”

IAS 28 (Revised) “Investments in Associates and Joint
Ventures”



The remainder of IAS 27, “Separate
Financial Statements”, now contains accounting and disclosure requirements for investments in subsidiaries, joint ventures
and associates only when an entity prepares separate financial statements and is therefore not applicable in our consolidated financial
statements.



| | o | IFRS 11 Joint Arrangements
| | - | --------------------------



“Joint Arrangements” (“IFRS
11”), which replaces IAS 31, “Interests in Joint Ventures” and SIC-13, “Jointly Controlled Entities —
Non-monetary Contributions by Ventures”, requires a single method, known as the equity method, to account for interests in
joint operations and joint ventures. The proportionate consolidation method to account for in joint ventures is no longer permitted
to be used. IAS 28, “Investments in Associates and Joint Ventures”, was amended as a consequence of the issuance of
IFRS 11. In addition to prescribing the accounting for investment in associates, it now sets out the requirements for the application
of the equity method when accounting for joint ventures. The application of the equity method has not changed as a result of this
amendment.



| | o | IFRS 12 Disclosure of interest in other entities
| | - | ------------------------------------------------



“Disclosure of Interest in Other Entities”
is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements,
associates, special purpose vehicles and other off balance sheet vehicles. The standard includes disclosure requirements for entities
covered under IFRS 10 and IFRS 11.



Further, in June 2012, IASB published
“Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance”
as amendments to IFRS 10, IFRS 11 and IFRS 12. These amendments are intended to provide additional transition relief by limiting
the requirement to provide adjusted comparative information to only the preceding comparative period.



We will be adopting IFRS 10, IFRS 11
and IFRS 12 for the reporting period beginning April 1, 2013. We are currently evaluating the impact of the above pronouncements
on the Company’s consolidated financial statements.



| | · | IAS 1 “Presentation of Financial Statements” (“IAS 1 (Amended)”)
| | - | ----------------------------------------------------------------



The IASB published amendments to IAS 1 “Presentation
of Financial Statements” (“IAS 1(Amended)”) in June 2011. Amendments to IAS 1 require companies preparing financial
statements in accordance with IFRS to group items within other comprehensive income that may be reclassified to the profit or loss
separately from those items which would not be recyclable in the profit or loss section of the statement of income. It also requires
the tax associated with items presented before tax to be shown separately for each of the two groups of other comprehensive income
items (without changing the option to present items of other comprehensive income either before tax or net of tax).



60







The amendments also reaffirm existing requirements
that items in other comprehensive income and profit or loss should be presented as either a single statement or two consecutive
statements. This amendment is applicable to annual periods beginning on or after July 1, 2012, with early adoption permitted. We
are required to adopt IAS 1 (Amended) by accounting year commencing April 1, 2013.



We are currently evaluating the requirements
of IAS 1 (Amended) and do not believe that the adoption of IAS 1 (Amended) will have a material effect on our consolidated financial
statements.



| | · | IFRS 7 “Financial Instruments: Disclosure”
| | - | ------------------------------------------



In December 2011, the IASB amended the accounting
requirements and disclosures related to offsetting of financial assets and financial liabilities by issuing an amendment to IAS
32 “Financial Instruments: Presentation” (“IAS 32”) and IFRS 7 “Financial Instruments: Disclosure”
(“IFRS 7”).



The amendment to IFRS 7 requires companies
to disclose information about rights of offset and related arrangements for financial instruments under an enforceable master netting
agreement or similar arrangement. The new disclosure requirements are effective for interim or annual periods beginning on or after
January 1, 2013. It requires retrospective application for comparative periods.



The IASB has amended IAS 32 to clarify the
meaning of “currently has a legally enforceable right of set off” and “simultaneous realization and settlement”.
The amendment clarifies that in order to result in an offset of a financial asset and financial liability, a right to set off must
be available today rather than being contingent on a future event and must be exercisable by any of the counterparties, both in
the normal course of business and in the event of default, insolvency or bankruptcy. The amendments also clarify that the determination
of whether the rights meet the legally enforceable criteria will depend on both the contractual terms entered into between the
counterparties as well as the law governing the contract and the bankruptcy process in the event of bankruptcy or insolvency. The
amendments are effective for annual periods beginning on or after January 1, 2014 and are required to be applied retrospectively
for comparative periods.



We are currently evaluating the requirements
of the above amendments to IAS 32 and IFRS 7, and do not believe that the adoption of these standards will have a material effect
on our consolidated financial statements.



| | · | IFRS 13 Fair Value Measurement
| | - | ------------------------------



In May 2011, the IASB issued IFRS 13 “Fair
Value Measurements” (“IFRS 13”). IFRS 13 defines fair value, provides single IFRS framework for measuring fair
value and requires disclosure about fair value measurements. IFRS 13 is effective for annual periods beginning on or after January
1, 2013, with earlier application permitted. We are currently evaluating the impact that this new standard will have on our
consolidated financial statements.



| | · | Amendments to IAS 19 Employee Benefits
| | - | --------------------------------------



The amendments to IAS 19 include a
number of targeted improvements throughout the Standard. The main changes relate to defined benefit plans. They:



| | • | eliminate the "corridor method," requiring entities to recognize all gains and losses arising in the reporting period;
| | - | ----------------------------------------------------------------------------------------------------------------------



| | • | streamline the presentation of changes in plan assets and liabilities; and
| | - | --------------------------------------------------------------------------



| | • | enhance the disclosure requirements, including information about the characteristics of defined benefit plans and the risks
that entities are exposed to through participation in them.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The amended version of IAS 19 is effective for financial
years beginning on or after January 1, 2013 and will apply retrospectively. We are currently evaluating the requirements of
this amendment and do not believe the adoption of this amendment will have a material effect on our consolidated financial statements.



61







Non-IFRS Financial Measures



In evaluating our business, we
consider and use the non-IFRS measures EBITDA, adjusted profit after tax, adjusted earnings per share, adjusted net working capital
and net debt as supplemental measures to review and assess our operating performance. The presentation of these non-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), non-recurring IPO-related
expenses, income tax expense and depreciation and amortization; (2) adjusted profit after tax, as profit after tax plus $1.8 million
in non-recurring IPO-related expenses: (3) adjusted earnings per share as the quotient of: (a) adjusted profit after tax and (b)
the sum of our outstanding ordinary shares and the ordinary shares subject to the exchange agreement between us and the non-controlling
shareholders of Amira India, or 35.7 million shares, during the applicable period; (4) adjusted net working capital as total current
assets minus: (a) cash and cash equivalents and (b) trade payables, current tax liabilities (net) and other current liabilities;
and (5) net debt as total current and non-current debt minus cash and cash equivalents.



We use EBITDA as a measure of operating
performance to assist in comparing performance from period to period on a consistent basis, as 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
as a non-IFRS measure 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 structures (affecting relative finance
or interest expenses), non-recurring IPO-related 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
(affecting one-time transition charges). We also present this non-IFRS measure because we believe it is frequently used by securities
analysts, investors and other interested parties as measure of the financial performance of companies in our industry.



This non-IFRS financial measure is not defined
under IFRS and is not presented in accordance with IFRS. This non-IFRS financial measure has limitations as an analytical tool,
and when assessing our operating performance, investors should not consider it in isolation, or as a substitute for profit (loss)
or other consolidated statements of operation data prepared in accordance with IFRS. Some of these limitations include, but are
not limited to:



| | · | it does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
| | - | ---------------------------------------------------------------------------------------------------------------------



| | · | it does not reflect changes in, or cash requirements for, our working capital needs;
| | - | ------------------------------------------------------------------------------------



| | · | it does not reflect the finance or interest expenses, or the cash requirements necessary to service interest or principal payments,
on our debt;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | · | it does not reflect income taxes or the cash requirements for any tax payments;
| | - | -------------------------------------------------------------------------------



| | · | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized often will have to
be replaced in 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. The following is a reconciliation of profit after
tax to EBITDA:



|                                             |  | Year Ended March 31, |           
|-------------------------------------------- |  | -------------------- | ----------
|                                             |  | 2013                 |           
|                                             |  | (Amount in $)        |           
|Profit after tax                             |  |                      | 19,249,038
|Add:    Income tax expense                   |  |                      | 8,267,562 
|Add:    Finance costs(net of finance income) |  |                      | 20,949,468
|Add:    IPO-related expenses                 |  |                      | 1,750,082 
|Add:    Depreciation and amortization        |  |                      | 1,943,846 
|EBITDA                                       |  |                      | 52,159,996



62







We present 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. These non-IFRS financial
measures are not defined under IFRS and are not presented in accordance with IFRS. As such, when assessing our operating performance,
investors should not consider these non-IFRS measures in isolation, or as a substitute for profit (loss) or other consolidated
statements of operation data prepared in accordance with IFRS.



The following is a reconciliation of profit
after tax to adjusted profit after tax (excluding IPO-related expenses):



|                           |  | Year Ended March 31, |           
|-------------------------- |  | -------------------- | ----------
|                           |  | 2013                 |           
|                           |  | (Amount in $)        |           
|Profit after tax (PAT)     |  |                      | 19,249,038
|Add:  IPO related expenses |  |                      | 1,750,082 
|Adjusted profit after tax  |  |                      | 20,999,120



The following is a reconciliation of earnings
per share and adjusted earnings per share:



|                                                                                                                             |  |       |  | Year Ended March 31, |           
|---------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | -------------------- | ----------
|                                                                                                                             |  |       |  | 2013                 |           
|                                                                                                                             |  |       |  | (Amount in $)        |           
|Profit after tax (PAT)                                                                                                       |  |       |  |                      | 19,249,038
|Profit attributable to Shareholders of the company                                                                           |  | (A)   |  |                      | 15,056,309
|Weighted average number of shares (from IPO date to March 31, 2013)                                                          |  | (B)   |  |                      | 23,802,786
|Basic and diluted Earnings per share as per IFRS                                                                             |  | (A/B) |  |                      | 0.63      
|                                                                                                                             |  |       |  |                      |           
|Profit after tax (PAT)                                                                                                       |  |       |  |                      | 19,249,038
|Add: IPO-related expenses                                                                                                    |  |       |  |                      | 1,750,082 
|Adjusted profit after tax                                                                                                    |  |       |  |                      | 20,999,120
|                                                                                                                             |  |       |  |                      |           
|Number of shares outstanding including shares for non-controlling interest - fully diluted (from IPO date to March 31, 2013) |  |       |  |                      | 35,676,434
|Adjusted earnings per share                                                                                                  |  |       |  |                      | 0.59      



63







The following is a reconciliation of working
capital (total current assets minus total current liabilities) and adjusted net working capital:



|                                                                                   |  | Year Ended March 31, |            
|---------------------------------------------------------------------------------- |  | -------------------- | -----------
|                                                                                   |  | 2013                 |            
|                                                                                   |  | (Amount in $)        |            
|Current assets:                                                                    |  |                      |            
|Inventories                                                                        |  | $                    | 181,459,799
|Trade receivables                                                                  |  |                      | 66,792,434 
|Derivative financial instruments                                                   |  |                      | 1,260,512  
|Prepayments                                                                        |  |                      | 8,386,856  
|Other current assets                                                               |  |                      | 10,856,050 
|Cash and cash equivalents                                                          |  |                      | 33,270,338 
|Total current assets                                                               |  | $                    | 302,025,989
|                                                                                   |  |                      |            
|Current liabilities:                                                               |  |                      |            
|Trade payables                                                                     |  | $                    | 4,516,657  
|Debt                                                                               |  |                      | 156,785,820
|Current tax liabilities (net)                                                      |  |                      | 2,658,236  
|Other current liabilities                                                          |  |                      | 5,393,803  
|Total current liabilities                                                          |  | $                    | 169,354,516
|                                                                                   |  |                      |            
|Working Capital as per IFRS (Total current assets minus Total current liabilities) |  | $                    | 132,671,473
|Less: Cash and cash equivalents                                                    |  |                      | 33,270,338 
|Add:  Current debt                                                                 |  |                      | 156,785,820
|Adjusted net working capital                                                       |  | $                    | 256,186,955



The following is a reconciliation of total
current and non-current debt to net debt:



|                                               |  | Year Ended March 31, |            
|---------------------------------------------- |  | -------------------- | -----------
|                                               |  | 2013                 |            
|                                               |  | (Amount in $)        |            
|Current debt                                   |  | $                    | 156,785,820
|Non-current debt                               |  |                      | 4,831,416  
|Total current and non-current debt as per IFRS |  | $                    | 161,617,236
|Less: Cash and cash equivalents                |  |                      | 33,270,338 
|Net debt                                       |  | $                    | 128,346,898



ITEM
6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



| | A. | Directors and senior management
| | -- | -------------------------------



The following table sets forth information
about our directors and executive officers:



|Name                            |  | Age |  | Position                                                                                        
|------------------------------- |  | --- |  | ------------------------------------------------------------------------------------------------
|Karan A. Chanana                |  | 40  |  | Chairman of the Board of Directors and Chief Executive Officer                                  
|Ashish Poddar                   |  | 35  |  | Chief Financial Officer                                                                         
|Protik Guha                     |  | 43  |  | Chief Operating Officer
Chief Executive Officer of Amira India                                  
|Sanjay Chanana                  |  | 50  |  | Director and Secretary
President and Chief Executive Officer of Amira C Foods International DMCC
|Bimal Kishore Raizada (1)(2)(3) |  | 69  |  | Independent Director                                                                            
|Neal Cravens(1)(2)(3)           |  | 60  |  | Independent Director                                                                            
|Daniel I. Malina(1)(2)(3)       |  | 54  |  | Independent Director                                                                            
|Shiv Surinder Kumar(1)          |  | 48  |  | Independent Director                                                                            



| | (1) | Member of Audit Committee
| | --- | -------------------------

| | (2) | Member of Corporate Governance and Nominating Committee
| | --- | -------------------------------------------------------

| | (3) | Member of Compensation Committee
| | --- | --------------------------------



Karan A. Chanana
has been our Chief Executive Officer and Chairman of the board of directors since February 2012 and has been a director of Amira
India since 1994. Mr. Chanana is also the Chairman for the Food Processing Value Addition Council of the Associate Chamber
of Commerce and Industry of India, 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.



64







Ashish Poddar has been our
Chief Financial Officer since December 2012. He has also been Executive Director of Finance of Amira India since October 2012.
Mr. Poddar brings 15 years of financial experience to the Company. Previously, Mr. Poddar was a Senior Manager in the Finance and
Enterprise Performance Division of Accenture Services Private Limited from August 2007 to October 2012. This division focused primarily
on international management consulting assignments in corporate finance, enterprise risk management, enterprise performance management,
and finance operations. Prior to Accenture, Mr. Poddar served as Manager Equity Accounts at Yum! Restaurants International, which
operates a large worldwide network of restaurants including KFC, Pizza Hut, and Taco Bell from November 2006 to August 2007. While
at Yum!, Mr. Poddar worked with Yum!’s Chief Financial Officer and Financial Controller to implement and execute financial
controls policies and procedures for many company owned restaurants in India. He was also responsible for preparation, finalization,
presentation, and audit of financial statements pursuant to both Indian and U.S. GAAP. From October 2005 to November 2006, Mr.
Poddar served as Assistant Finance Controller, Sarbanes-Oxley Act Compliance Officer & Internal Auditor at Carrier Air Conditioning
and Refrigeration. Mr. Poddar has previously held positions at leading accounting firms, including PricewaterhouseCoopers and Deloitte,
Haskins and Sells. Mr. Poddar is a Chartered Accountant, qualified in 2001. He received a Bachelor of Commerce, with Honors, from
Shriram College of Commerce (Delhi University).



Protik Guha has been our Chief
Operating Officer since February 2012. He has also been the chief executive officer of Amira India since May 2011, executive director
of Amira India from August 2009 to May 2011 and vice president of Amira India from January 2007 to August 2009. Mr. Guha’s
responsibilities at Amira India included sales, marketing and overseeing the Company in the Indian and international markets. Mr. Guha
received a Bachelor’s degree from the University of Delhi in 1990 and an executive post-graduate degree in Export Management
from the Indian Institute of Foreign Trade, New Delhi, in 1995.



Sanjay Chanana has been a
member of our board of directors since August 2012, our Secretary since September 2012, and has been president and chief executive
officer of Amira C Foods International DMCC since May 2012. Mr. Chanana brings to the Company over 20 years of experience
working with multinational companies like Altria (formerly Philip Morris), Bata and Nestle. In 2007, Mr. Chanana founded the
Middle East office of Double A International, a paper and stationery manufacturer, where he served as General Manager until March
2012. He previously also served on the board of directors of the joint venture Interpack, a paper manufacturer based in Russia,
from 1991 to 1994. Mr. Chanana received a Bachelor’s degree in physics, chemistry and mathematics from Delhi University
and a Master’s degree in Management from the Asian Institute of Management, Philippines.



Bimal Kishore Raizada has
been a member of our board of directors since March 2012. From April 1973 until his retirement in 2003, Mr. Raizada worked
at Ranbaxy Laboratories Ltd., where he ultimately was responsible for the company’s worldwide non-human health business
and oversaw the management of SRL Ranbaxy Limited. Mr. Raizada represented Ranbaxy within numerous industry associations,
including the Confederation of Indian Industry, the Federation of Indian Chambers of Commerce and Industry, the Indian Pharmaceutical
Association, and the Organization of Pharmaceutical Producers of India. Mr. Raizada acted as a Corporate Advisor to Ranbaxy
with respect to Pharmaceutical regulations, Pricing management, IPR and policy till March 2006.In 2005 joined the Board
of Marsing & Company A/S Denmark in order to help restructure the company’s pharmaceutical businesses within
Europe. Between July 2008 and March 2009, Mr. Raizada worked as Managing Director of Marsing and Company Ltd.
Since 2011, Mr. Raizada has worked as Managing Director of Zenotech Laboratories Ltd., a manufacturer of oncological
and biotechnological drugs.



Mr. Raizada has served as a director
of Hikal Ltd, P I Industries Ltd., PNB Housing Finance Ltd., and Zenotech Laboratories Ltd., each a public
company in India. Mr. Raizada was a member of the Corporate Management group of Ranbaxy Laboratories Ltd. from 1975 until
his retirement 2003, where he was involved in Government Relations, Policy, IPR and Communications and interacted with the
Ministries of Finance, Chemicals, Commerce, Health and Science, and Technology in India and overseas. Mr. Raizada received a Bachelor
of Commerce degree from the University of Delhi and is a member of the Institutes of Chartered Accountants both in England/Wales
and India.



65







Neal Cravenshas been a member
of our board of directors since October 2012. From September 8, 2009 through March 20, 2012, Mr. Cravens served
as the chief financial officer of Cott Corporation, a leading supplier of private label carbonated soft drinks distributing to
Canada, the United States, Mexico, the United Kingdom and Europe. From late 2007 to early 2009, he served as the chief financial
officer of Advantage Sales and Marketing LLC, a consumer products broker. From late 2004 to early 2006, Mr. Cravens was
a senior vice president of finance at Warner Music Group. Mr. Cravens also held 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 and was involved in many transactions. 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.



Daniel I. Malinahas been
a member of our board of directors since October 2012. Since 2011, Mr. Malina has served as chief executive officer of 4054
Strategic Solutions, LLC, a company that provides strategic, mergers and acquisitions, branding and innovation consulting
services. Since 2011, Mr. Malina has also been operating advisor at Thomas H. Lee Partners, a private equity firm. From 1998
to 2010, Mr. Malina was senior vice president of corporate development at General Mills Inc., where he led the development
of the company’s strategy, acquisitions and a venture fund. Prior to joining General Mills Inc., Mr. Malina was
Vice President of Corporate Development at RR Donnelley and held multiple corporate and operating roles at Bell & Howell
and United States Gypsum Company. Mr. Malina is a director of CaptekSoftgel International Inc., Russky Products (a Russian
food products manufacturer), and is on the board of the University of Minnesota School of Technology and Leadership. Mr. Malina
received a Bachelor of Arts degree in Economics and an M.B.A. from Loyola University of Chicago.



Shiv Surinder
Kumar has been a member of our Board of Directors since June 5, 2013.He brings with him over 20 years of experience in the areas of asset management, merchant banking, capital markets and wealth
management across Asia, Europe and the Middle-East. Mr. Kumar has been the Founder/Director of Bridge Capital and has been a Director
of that firm since 2006. Bridge Capital provides a broad range of corporate finance services and has managed funds in excess of
US$200 million covering the infrastructure and the warehousing sectors. At Bridge Capital, Mr. Kumar heads the overall operations
of the group. From 2000 to 2006, Mr. Kumar was the Director of Genesis International, Dubai, UAE where he worked on a number of
strategic investment projects including airport privatization in India, private placements in mid-cap Indian companies and discretionary
portfolio management. From 1997 to 2000, Mr. Kumar was a financial consultant with Merrill Lynch International, where he managed
private banking with a focus on structured products related to wealth management of high net worth individuals and family offices.
From 1993 to 1997 Mr. Kumar worked as Vice President for Hinduja Finance Ltd, India where he managed a balance sheet of US$80 million,
arranged investment banking transactions and invested on a proprietary basis in venture capital transactions. From 1991 to 1993,
Mr. Kumar was Vice President of Prime Securities Limited, India where he traded equities, structured government securities / units
for Indian corporates and managed their portfolios. From 1988 to 1991, Mr. Kumar was Assistant Vice President of Bank of America
NT& SA where he was part of an investment banking team that generated a substantial portion of that bank's profits in India
during that period.Mr. Kumar received a Bachelor of
Commerce degree from HR College of Commerce (Bombay University, India) and an MBA from International Management Institute, New
Delhi, India.



None of our officers and directors are related,
except for Karan A. Chanana and Sanjay Chanana, who are cousins.



We engaged Rahul Nayar as our Director of
Global Communications and Strategy from October 2012 to March 2013. Mr. Nayar’s duties included managing our global
public and investor relations and development of strategic initiatives. In connection with this engagement and for similar services
rendered in connection with our IPO and our corporate reorganization, Shree Capital Advisors Ltd. received a fee of 2% of
the total size of the IPO, plus the reimbursement of expenses. Mr. Nayar is also a managing director of Shree Capital Advisors Ltd.,
and is the brother-in law of Mr. Chanana, our Chairman and Chief Executive Officer.



66







| | B. | Compensation
| | -- | ------------



Compensation of Directors and Executive Officers



Director Compensation



We incurred an aggregate amount of $106,159
as compensation for services of three independent directors to the board of directors and its committees for the 2013 fiscal year.



Mr. Bimal Raizada receives cash compensation
of $50,000 for each calendar year of his service as a director and cash compensation of $5,250 for each calendar year of service
as chairman of the Audit Committee, each on a pro-rated basis. In addition, Mr. Raizada receives cash compensation of $3,125
for each year of his service as chairman of the Compensation Committee, $3,125 for each year of his service as chairman of the
Corporate Governance and Nominating Committee, each on a pro-rated basis.



Neal Cravens, Daniel Malina and Shiv Surinder
Kumar receive cash compensation of $55,000 for each year of their service. Additionally, Messrs. Cravens and Malina receive that
number of ordinary shares having a value of $55,000 based on the fair market value of such ordinary shares on the grant date for
each calendar year of service as a director, each on a pro-rated basis. Beginning with the first anniversary of his appointment
as director, Mr. Kumar will also receive that number of ordinary shares having a value of $55,000 based on the fair market value
of such ordinary share on the grant date for the applicable calendar year of service as a director and will continue to receive
such grants of ordinary shares in the same amount and value for each year of his service on the anniversary thereof. We will have
the option to repurchase all of Messrs. Cravens, Malina and Kumar’s ordinary shares at cost, and this option will lapse with
respect to 1/36th of such ordinary shares each month after the grant date (such that the repurchase option shall fully lapse
on the third anniversary of the grant). In the event that either Mr. Cravens, Mr. Malina or Mr. Kumar ceases to be a
director, we will repurchase all of the respective ordinary shares that remain subject to repurchase under the respective option.



We paid no compensation to our
executive directors for their services to the board. Beginning May 2012, we have paid Sanjay Chanana, one of our directors, a
fiscal 2013 salary of $304,952 for his service as chief executive officer of Amira C Foods International DMCC. We reimburse
all of our directors for expenses accrued in connection with their services to the board.



Officer Compensation



The following table sets forth all of the
compensation paid by us or our significant subsidiaries in fiscal 2013 to each of our officers for such person’s service
as an officer (including contingent or deferred compensation accrued during fiscal 2013):



|Name and Principal Position |  | Salary        |         |  | Bonus |  |         | Options |  |  | Total   | 
|--------------------------- |  | ------------- | ------- |  | ----- |  | ------- | ------- |  |  | ------- | 
|                            |  | (Amount in $) |        
|Karan A. Chanana (1)        |  |               | 552,000 |  |       |  | 351,000 |         |  |  | 183,514 | 
|Ritesh Suneja (2)           |  |               | 52,432  |  |       |  | 1,217   |         |  |  | -       | 
|Ashish Poddar (3)           |  |               | 53,172  |  |       |  | 8,359   |         |  |  | -       | 
|Protik Guha                 |  |               | 80,057  |  |       |  | -       |         |  |  | -       | 








(1)          a.
We have granted 360,257 share options to Mr. Chanana during the period ended March 31, 2013 vesting on a monthly basis over a
period of 4 years from the grant date, and recorded a cost of $183,514 for the same period based on the fair value of option which
has been calculated using Black Scholes model ($1.54 per share). The option has an exercise price of $10.00 and an expiry period
of 10 years, however as on the date of this report the options have not been exercised. Other compensation represents reimbursement
of living expenses in fiscal 2013.



b. The annual salary of $ 552,000 includes
$120,000 of living expenses that are provided for pursuant to Mr. Chanana’s employment agreement. Effective April 1, 2013,
our Board of Directors approved an increase in Mr. Chanana’s annual base compensation from $432,000 to $475,200.



| | (2) | Mr. Suneja served as Chief Financial Officer from
April 2012 through November 2012.
| | --- | -----------------------------------------------------------------------------------



| | (3) | Mr. Poddar became our Chief Financial Officer in
December 2012.
| | --- | ---------------------------------------------------------------



Retirement Benefits



During fiscal 2013, we accrued $76,858 for
post-employment benefits through defined contribution and defined benefit plans for our employees and directors.



67







Employment Agreements



Employment Agreement with Karan A.
Chanana



Our indirect subsidiary, Amira C Foods International
DMCC, had entered into an employment agreement that provided for the appointment and employment of Karan A. Chanana as Chairman
of Amira C Foods International DMCC, which had an initial term of two years, expiring in February 2014, and is automatically renewable
in the absence of an election by either party to terminate. Such agreement provided for an initial annual base salary of $432,000.
Mr. Chanana was eligible to receive a discretionary annual bonus of $351,000 and was entitled to reimbursement of business
and travel expenses and certain personal expenses incurred in India, including annual living expenses of $120,000. Upon the expiration
or termination of the agreement, Mr. Chanana would be entitled to all accrued but unpaid vacation pay, if he had been employed
for more than a year. Additionally, if the termination did not arise from the fault of Mr. Chanana, he would be entitled to
receive 21 days of service benefits for each year of service.



On June 14, 2012, ANFI entered into
an agreement with Mr. Chanana that provided for the appointment and employment of Mr. Chanana for the position of Chairman
and Chief Executive Officer of ANFI. As of October 15, 2012, this agreement has replaced Mr. Chanana’s agreement with
Amira C Foods International DMCC. The agreement provides for an initial annual base salary of $432,000, subject to annual review
by the board of directors, and reimbursement of business and travel expenses and certain personal expenses incurred in India, including
annual living expenses of $120,000. Mr. Chanana is eligible to receive a discretionary annual target bonus of $351,000 if
certain performance objectives are met, such objectives to be mutually agreed upon by both parties within 45 days after the
start of each fiscal year. Additionally, on October 15, 2012, upon the closing of our IPO, Mr. Chanana was granted 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 will vest in 48 equal and consecutive monthly installments commencing on the first month anniversary
date of ANFI’s IPO, or October 15, 2013.



Pursuant to the terms of the employment
agreement, Mr. Chanana is entitled to receive or participate in all employee benefit programs and 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 director’s and officers’ liability insurance coverage for Mr. Chanana.



Under his employment agreement, Mr. Chanana
is entitled to receive payments and other benefits upon the termination of his employment. These payments and other benefits are
described below under “—Potential payments upon termination of employment or a change of control.”



Potential payments upon termination of
employment or a change of control



Mr. Chanana is currently entitled to
receive certain benefits in connection with a termination of employment or a change in control of the Company. The employment agreement
requires specific payments and benefits to be provided to Mr. Chanana in the event of termination of employment under 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;
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | · | 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;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



68







| | · | an amount equal to the bonus amount that would have been earned by him for the year in which the termination occurs if his
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 acquiror 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 360,257 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:



| | · | $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
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



69







| | · | $783,000 (Mr. Chanana’s highest annual rate of base salary during the preceding 24 months ($432,000), plus
his target bonus award for 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 acquiror 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, the total cash payment that would be payable to Mr. Chanana is approximately
$1,782,000.



Termination in Connection with a Change
in Control.    If we terminate Mr. Chanana’s employment in contemplation of a change in control
in 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 Disability.    If
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.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Obligations of Mr. Chanana.    Payment
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 its rights under the agreement and is not restricted from pursuing other available
remedies for such breach.



Employment Agreement with Ashish Poddar



Amira India entered into an employment agreement
with Mr. Poddar, our Chief Financial Officer, with effect from October 18, 2012. Pursuant to the agreement, Mr. Poddar is entitled
to $140,292, including $18,706 of performance-based discretionary bonus, each year. In the event Mr. Poddar’s employment
is terminated by Amira India, he is entitled to two months’ severance.



70







Employment Agreement with Protik Guha



Amira India entered into an employment agreement
with Protik Guha, our Chief Operating Officer, on May 13, 2011, as amended on October 18, 2011. Mr. Guha is entitled
to $83,228 each year. In the event Mr. Guha’s employment is terminated by Amira India, he is entitled to two months’
severance.



Equity Benefit Plan



Our board of directors and existing shareholders
have adopted and approved the 2012 Omnibus Securities and Incentive Plan, or 2012 Plan. The 2012 Plan, effective as of October
10, 2012, 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 Plan is to help
us attract, motivate and retain such persons and thereby enhance shareholder value.



Administration.    The
2012 Plan is administered by the Compensation Committee of the board of directors, which consists of Bimal Kishore Raizada, Neal
Cravens and Daniel Malina, who are each (i) “Outside Directors” within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended, or the Code, (ii) “non-employee directors” within the meaning of Rule 16b-3,
or Non-Employee Directors, and (iii) “independent” for purposes 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 below), the term of each award, the vesting schedule for an award, whether to accelerate vesting,
the value of the ordinary shares underlying the award, and the required withholdings, if any. The Compensation Committee is also
authorized to construe the award agreements, and may prescribe rules relating to the 2012 Plan.



Grant of Awards; Ordinary Shares Available
for Awards.    The 2012 Plan provides for the grant of awards which are distribution 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. 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.



71







Options.    The
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.



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 Awards.    A
restricted share award is a grant or sale of ordinary shares to the participant, subject to such restrictions on transferability,
risk of forfeiture and other restrictions, if any, as the Compensation Committee or the board of directors may impose, which restrictions
may lapse 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 Awards.    An
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 Awards.    A
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.



72







Performance Unit Awards.    A
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 Awards.    A
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 shares 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 Rights.    A
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 Rights.    A
Share Appreciation Right (“SAR”) provides the participant to whom it is granted the right to receive, upon its exercise,
the excess of (A) the fair market value of the number of ordinary shares subject to the SAR on the date of exercise, over
(B) the product of the number 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.



73







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.



Amendment and Termination.    The
2012 Plan shall continue in effect, unless sooner terminated pursuant to its terms, until the tenth (10th) anniversary of the date
on which it is adopted by the board of directors (except as to awards outstanding on that date). The board of directors may 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).



As of March 31, 2013, awards and options
for an aggregate of 371,257 ordinary shares had been granted under the 2012 Plan.



Certain U.S. Federal Income Tax Consequences of the 2012
Plan



The following is a general summary of certain
U.S. federal income tax consequences under current tax law to us (were we subject to U.S. federal income taxation on our net income)
and to participants in the 2012 Plan who are individual citizens or residents of the United States for U.S. federal income tax
purposes, or U.S. Participants, of share options which are ISOs, share options which are not ISOs, or NQSOs, restricted shares,
SARs, dividend equivalent rights, restricted share units, performance shares, performance units and unrestricted share awards.
It does not purport to cover all of the special rules that may apply, including special rules relating to limitations on our ability
to deduct certain compensation, special rules relating to deferred compensation, golden parachutes, participants subject to Section 16(b)
of the Exchange Act or the exercise of a share option with previously acquired ordinary shares. This summary assumes that U.S.
Participants will hold their ordinary shares as capital assets within the meaning of Section 1221 of the Code and that we
will not be treated as a PFIC. In addition, this summary does not address the foreign, state or local income or other tax consequences,
or any U.S. federal non-income tax consequences, inherent in the acquisition, ownership, vesting, exercise, termination or disposition
of an award under the 2012 Plan, or ordinary shares issued pursuant thereto. Participants are urged to consult with their own tax
advisors concerning the tax consequences to them of an award under the 2012 Plan or ordinary shares issued thereto pursuant to
the 2012 Plan.



A U.S. Participant generally does not recognize
taxable income upon the grant of an NQSO. Upon the exercise of an NQSO, the U.S. Participant generally recognizes ordinary income
in an amount equal to the excess, if any, of the fair market value of the ordinary shares acquired on the date of exercise over
the exercise price thereof, and we will generally be entitled to a deduction for such amount at that time. If the U.S. Participant
later sells ordinary shares acquired pursuant to the exercise of an NQSO, the U.S. Participant recognizes a long-term or short-term
capital gain or loss, depending on the period for which the ordinary shares were held thereby. A long-term capital gain is generally
subject to more favorable tax treatment than ordinary income or a short-term capital gain. The deductibility of capital losses
is subject to certain limitations.



74







A U.S. Participant generally does not receive
taxable income upon either the grant or the exercise of an ISO and, if the U.S. Participant disposes of the ordinary shares acquired
pursuant to the exercise of an ISO more than two years after the date of grant and more than one year after the transfer of the
ordinary shares to the U.S. Participant, the U.S. Participant generally recognizes a long-term capital gain or loss, and we will
not be entitled to a deduction. However, if the U.S. Participant disposes of such ordinary shares prior to the end of either of
the required holding periods, all or a portion of the U.S. Participant’s gain is treated as ordinary income, and we will
generally be entitled to deduct such amount. For purposes of the U.S. alternative minimum tax, or AMT, which is payable to the
extent it exceeds the U.S. Participant’s regular income tax, upon the exercise of an ISO, the excess of the fair market value
of the ordinary shares subject to the ISO over the exercise price is a preference items for AMT purposes.



A U.S. Participant generally does not recognize
income upon the grant of a SAR. The U.S. Participant recognizes ordinary compensation income upon exercise of the SAR equal to
the increase in the value of the underlying ordinary shares, and we will generally be entitled to a deduction for such amount.



A U.S. Participant generally does not recognize
income on the receipt of a performance share award, performance unit award, restricted share units award, unrestricted share award
or distribution equivalent rights award until a cash payment or a distribution of ordinary shares is received thereby. At such
time, the U.S. Participant recognizes ordinary compensation income equal to the excess, if any, of the fair market value of the
ordinary shares received over any amount paid for the ordinary shares thereby, and we will generally be entitled to deduct such
amount at such time.



A U.S. Participant who receives a restricted
share award generally recognizes ordinary compensation income equal to the excess, if any, of the fair market value of such ordinary
shares at the time the restriction lapses over any amount paid thereby for the ordinary shares. Alternatively, the U.S. Participant
may elect to be taxed on the fair market value of such ordinary shares at the time of grant. We will generally be entitled to a
deduction at the same time and in the same amount as the income is required to be included by the U.S. Participant.



| | C. | Board Practices
| | -- | ---------------



Audit Committee



Our Audit Committee consists of Bimal Kishore
Raizada, Neal Cravens, Daniel Malina and Shiv Kumar. Mr. Raizada is the chairman of the 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.
| | - | ---------------------------------------------------



75







Compensation Committee



Our Compensation Committee consists of Bimal
Kishore Raizada, Neal Cravens and Daniel Malina. Each of these individuals satisfies the “independence” requirements
of the New York Stock Exchange. Mr. Bimal Raizada is the Chairman of the Compensation Committee. Our Compensation Committee assists
our board in reviewing and approving the compensation structure of our directors and officers, including all forms of compensation
to be provided to our directors and officers. The Compensation Committee is responsible for, among other things:



| | · | reviewing and determining the compensation package for our senior executives;
| | - | -----------------------------------------------------------------------------



| | · | reviewing and making recommendations to our board with respect to the compensation of our directors; and
| | - | --------------------------------------------------------------------------------------------------------



| | · | reviewing periodically and approving any long term incentive compensation or equity plans, programs or similar arrangements,
annual bonuses, employee pension and welfare benefit plans.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Corporate Governance and Nominating
Committee



Our Corporate Governance and Nominating
Committee consists of Bimal Kishore Raizada, Neal Cravens and Daniel Malina. Each of these individuals satisfies the “independence”
requirements of the New York Stock Exchange. Mr. Bimal Raizada 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;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 http://phx.corporate-ir.net/phoenix.zhtml?c=251471&p=irol-govhighlights and a printed copy of the
Code of Conduct and Code of Ethics is obtainable free of charge by writing to 29E, A.U. Tower; Jumeirah Lake Towers; Dubai,
UAE.



Pursuant to the BVI Act and the Company’s
memorandum and articles of association, as a foreign private issuer with shares listed on the NYSE, the Company is required by
Section 303A.11 of the Listed Company Manual of the NYSE to disclose any significant ways in which its corporate governance practices
differ from those followed by U.S. domestic companies under NYSE listing standards. Management believes that there are no significant
ways in which our corporate governance standards differ from those followed by U.S. domestic companies under NYSE listing standards.



76







Directors’ Duties



Under BVI law, our directors owe fiduciary
duties at both common law and under statute, including a statutory duty to act honestly, in good 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. None of our directors 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, 2013, 2012 and 2011 we had
326, 226 and 210 full time employees, respectively. As of March 31, 2013, we had 45 employees working in our accounting and finance
department, 120 working in sales, marketing and distribution, and 91 working at our processing facility. We have entered into employment
agreements with all of our full-time employees that provide for termination of their employment upon delivery of two months’
severance or notice, and that prohibit them from soliciting any of our other employees during or after their employment. There
is a registered trade union comprising a small number of workers at the processing facility. We consider our relations with our
employees to be amicable.



| | E. | Share Ownership
| | -- | ---------------



See Item 7, below.



ITEM
7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



| | A. | Major shareholders
| | -- | ------------------



The following table sets forth, as of June
10, 2013, certain information as to the stock ownership of:



| | · | each person known to us to own beneficially more than 5% of our ordinary shares;
| | - | --------------------------------------------------------------------------------



| | · | each of our directors and officers who beneficially own our ordinary shares; and
| | - | --------------------------------------------------------------------------------



| | · | all of our directors and officers as a group.
| | - | ---------------------------------------------



77







Beneficial ownership includes voting or
investment power with respect to the securities. Except as indicated below, and subject to 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. 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 June 10, 2013. Percentage of beneficial ownership is based on 35,744,033 shares outstanding
as of June 10, 2013, including, solely for purposes of calculating 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 67,548 vested ordinary shares underlying an option to purchase ordinary shares pursuant to the 2012 Plan (calculated
for 9 installments to have vested within 60 days of June 10, 2013).



Unless otherwise noted below, the address
of each director and executive officer shown in the table below is 54, Prakriti Marg, M.G. Road; New Delhi 110030 India.



|Name and Title of Beneficial Owner                    |  | Beneficial  Ownership of
Ordinary Shares |            |     | Percentage of
 Class | 
|----------------------------------------------------- |  | ---------------------------------------- | ---------- | --- | -------------------- | 
|                                                      |  |                                          |            |     |                      | 
|Karan A. Chanana, Chief Executive Officer (1)         |  |                                          | 26,732,982 | (3) |                      | 
|Ashish Poddar, Chief Financial Officer                |  |                                          | —          |     |                      | 
|Protik Guha, Chief Operating Officer                  |  |                                          | —          |     |                      | 
|Sanjay Chanana, Director (1)                          |  |                                          | —          |     |                      | 
|Bimal Raizada, Director (2)                           |  |                                          | —          |     |                      | 
|Neal Cravens, Director (4)                            |  |                                          | 5,500      |     |                      | 
|Daniel Malina, Director (5)                           |  |                                          | 5,500      |     |                      | 
|Shiv Surinder Kumar (6)                               |  |                                          | 20,000     | (7) |                      | 
|All directors and officers as a group (eight persons) |  |                                          | 26,763,982 |     |                      | 










| | * | Denotes less than 1%.
| | - | ---------------------



| | (1) | Each of Karan A. Chanana and Sanjay Chanana’s business address is 29E, A.U. Tower; Jumeirah Lake Towers Dubai, UAE.
| | --- | -------------------------------------------------------------------------------------------------------------------



| | (2) | Bimal Raizada’s business address is L 32/7 DLF City II, Gurgaon 122 002, India.
| | --- | -------------------------------------------------------------------------------



| | (3) | Includes the 7,005,434 ordinary shares issuable pursuant to an exchange agreement under which Mr. Chanana will have the
right, subject to the terms of the exchange agreement, to exchange all or a portion of his Amira India equity shares for ANFI ordinary
shares, and assumes the completion of Mr. Chanana’s purchase of 2.2% of Amira India that is not owned indirectly by
Amira India or Mr. Chanana and his affiliates. Also includes 67,548 vested ordinary shares underlying an option to purchase ordinary
shares pursuant to the 2012 Plan.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Neal Cravens’ business address is 868 Bayway Blvd., #318, Clearwater Beach, FL 33767.
| | --- | -------------------------------------------------------------------------------------



| | (5) | Daniel Malina’s business address is 18442 Nicklaus Way, Eden Prairie, MN 55347.
| | --- | -------------------------------------------------------------------------------



| | (6) | Shiv Surinder Kumar‘s business address is 8, Marina Moulevard, # 05-02 Marina Bay, Financial Centre, Singapore- 018981
| | --- | ----------------------------------------------------------------------------------------------------------------------



| | (7) | Represents shares beneficially owned by Shiv Surinder Kumar and held in the name of Cleveland Advisory Ltd.
| | --- | -----------------------------------------------------------------------------------------------------------



78







| | B. | Related Party Transactions
| | -- | --------------------------



Our Related-Party Transaction Policies



We have conducted our related-party transactions
on normal commercial terms that are fair and reasonable and in the interests of our shareholders 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 related party transactions.



Transactions During the Fiscal Year Ended March 31,
2013



We and our subsidiaries have entered into
transactions with certain related parties, primarily with entities controlled by or where significant influence is exercised by
Karan A. Chanana, our Chairman and Chief Executive Officer, or his family members. These transactions, which include loans and
advances, issuances of securities, and purchases and sales of goods and raw materials, were conducted in the normal course of operations
and are transacted at the exchange amount agreed to by the related parties. The aggregate amounts and nature of related transactions
conducted in fiscal 2013, including interest incurred, are summarized as follows:



|Transactions during the period      |  | March 31, 2013         |      
|----------------------------------- |  | ---------------------- | -----
|                                    |  | (Amount in $ 
million) |      
|Loans received                      |  |                        | -    
|Loans repaid                        |  |                        | 0.05 
|Advances made                       |  |                        | -    
|Advances received                   |  |                        | 1.5  
|Contributed rent                    |  |                        | 0.005
|Issuance of unregistered securities |  |                        | -    
|Purchase of goods                   |  |                        | -    
|Sales of goods                      |  |                        | 17.5 



Loans and advances



We received no loans from Mr. Chanana
in fiscal 2013, and $0.05 million has been repaid. These loans were primarily short term loans for working capital. As of March
31, 2013, $1.2 million remains outstanding. These loans are unsecured, have no fixed terms of repayment, and bear interest at a
weighted average rate of 11.6% in fiscal 2013.



Our subsidiaries made no advances to related
parties in fiscal 2013, but received an aggregate of $1.5 million as repayment for prior advances to entities controlled by affiliates
of Mr. Chanana and his family members . Our subsidiaries made these advances in the ordinary course of business to prepay the purchase
price for rice, semi-finished rice and palm oil, as described in "—Sales of goods" below. Such advances were interest-free,
unsecured, and were settled through the delivery of goods purchased, typically during the fiscal year in which they were made,
although there were no fixed terms of settlement. As of March 31, 2013, all advances from affiliates had been repaid.



Sales of goods



During fiscal 2013, our subsidiaries sold
rice, semi-finished rice and palm oil to certain affiliates of Mr. Chanana and affiliates of his family members. Sales to
affiliates and affiliates of Mr. Chanana’s family members of rice and palm oil during fiscal 2013 totaled $17.5 million,
of which $11.4 million represented the sale of a shipment of rice that is subject to customs proceedings in the Philippines. Subsequently
we have received the sale proceeds relating to these sales to affiliates and there are nil outstanding balances as of March 31,
2013 on account of these transactions. For more information, see “Item 4. Information on the Company—Legal Proceedings.”



Contributed rent



Contributed rent relates to rent paid by
Amira India to Karan A. Chanana and Anil Chanana, Karan A. Chanana’s father, as lessors. Amira India leases its corporate
and registered offices in India from Karan A. Chanana and Anil Chanana, respectively. The leases are effective for a period of
11 months, subject to renewal on mutually acceptable terms.



79







Personal guarantees



Mr. Chanana and Anita Daing have issued
personal guarantees in favor of Canara Bank, the lead bank of a consortium of 10 banks that granted Amira India its outstanding
secured revolving credit facilities. Under these personal guarantees, Mr. Chanana and Ms. Daing have guaranteed the repayment
of the secured revolving credit facilities, , up to a sum of $175.7 million, along with
any applicable interest and other charges due to the consortium. In the event that Amira India defaults in its payment obligations,
Canara Bank has the right to demand such payment from Mr. Chanana and/or Ms. Daing, who are obligated under the terms
of the personal guarantees to make such payment.



Additionally, personal guarantees containing
similar terms have been issued by Mr. Chanana and Ms. Daing in favor of Bank of Baroda and ICICI Bank for amounts not
exceeding $2.1 million and $4.7 million, respectively, guaranteeing repayment of the term loan facilities availed by
Amira India from these banks.



ANFI will indemnify its directors and officers,
including Mr. Chanana, as permitted by its amended and restated memorandum and articles of association and pursuant to indemnification
agreements entered into with such directors and officers, as described in “Management—Limitation on Liability and Indemnification
of Officers and Directors.” Such indemnification will include indemnification for Mr. Chanana’s personal guarantees
described above.



Agreements with Management



For information regarding arrangements with
certain members of our management, see “Item 6 “Directors, Senior Management and Employees-Compensation.”



Transactions Since the Fiscal Year Ended March 31, 2013



There have been no related party transactions
since March 31, 2013.



| | C. | Interests of Experts and Counsel
| | -- | --------------------------------



Not applicable.



ITEM
8.FINANCIAL INFORMATION



| | A. | Consolidated Statements and Other Financial Information
| | -- | -------------------------------------------------------



See Item 18.



| | B. | Significant Changes
| | -- | -------------------



None.



ITEM
9.THE OFFER AND LISTING



| | A. | Offer and Listing Details
| | -- | -------------------------



The following table sets forth, for the
periods indicated since our ordinary shares began trading on the New York Stock Exchange on October 10, 2012 through June 10, 2013,
the high and low sale prices for our ordinary shares, as reported on the New York Stock Exchange under the symbol “ANFI.”



80







|                                       |  | Price per Ordinary shares on NYSE (Amount in $) |      
|-------------------------------------- |  | ----------------------------------------------- | -----
|                                       |  | High                                            |      
|2012                                   |  |                                                 |      
|Fourth Quarter (from October 10, 2012) |  |                                                 | 10.24
|                                       |  |                                                 |      
|2013                                   |  |                                                 |      
|First Quarter                          |  |                                                 | 8.25 
|Second Quarter (through June 10, 2013) |  |                                                 | 9.80 
|                                       |  |                                                 |      
|December 2012                          |  |                                                 | 8.29 
|January 2013                           |  |                                                 | 8.15 
|February 2013                          |  |                                                 | 7.45 
|March 2013                             |  |                                                 | 8.25 
|April 2013                             |  |                                                 | 8.19 
|May 2013                               |  |                                                 | 9.58 
|June 2013 (through June 10, 2013)      |  |                                                 | 9.80 



| | B. | Plan of Distribution
| | -- | --------------------



Not Applicable.



| | C. | Markets
| | -- | -------



Our ordinary shares are listed on the New
York Stock Exchange under the symbol “ANFI.” Our ordinary shares have been listed on the New York Stock Exchange since
October 10, 2012.



| | D. | Dilution
| | -- | --------



Not Applicable.



| | E. | Expenses of the Issue
| | -- | ---------------------



Not Applicable.



ITEM
10.ADDITIONAL INFORMATION



| | A. | Share Capital
| | -- | -------------



Not Applicable.



| | B. | Memorandum and Articles of Association
| | -- | --------------------------------------



Registered Office.  Our
registered office is 29E, A.U. Tower; Jumeirah Lake Towers; Dubai, UAE or at such other place as our directors may determine.



Objects and Purposes, Register, and
Shareholders.    Our objects and purposes are unlimited. Our register of shareholders will be maintained
by our transfer agent, Continental Stock & Trust Company. Under 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 will therefore be 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.



81







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.



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 acquiror from conducting a solicitation of votes from other shareholders to elect the acquiror’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.



82







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.



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.



83







| | D. | Exchange controls
| | -- | -----------------



Under BVI law, there are currently no withholding
taxes or exchange control regulations in the BVI applicable to the company or its security holders.



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



General



The following summary of the material BVI,
Indian and U.S. federal income tax consequences of the acquisition, ownership and disposition of 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 will 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).



The company and all distributions, interest
and other amounts paid by the company to persons who are not tax residents in the BVI will not be subject to any income, withholding
or capital gains taxes in the BVI, with respect to the shares in the company owned by them and dividends received on such shares,
nor will they be subject to any estate or inheritance taxes in the BVI.



No estate, inheritance, succession or gift
tax, rate, duty, levy or other charge is payable in the BVI by persons who are not tax resident in the 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.



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.



Based on the fact that 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, dividend payments to us by Amira India are
subject to withholding of dividend distribution tax in India, at an effective rate of 16.99%, including applicable cess (Indian
education tax) and surcharge.



84







Pursuant to recent amendments to the Indian
Income Tax Act, 1961, as amended, income arising directly or indirectly through the sale of a 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 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 amendments do not currently
define the term “substantially,” and they also do not deal with 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. In the absence of guidance as to how these recent amendments would apply in the
case of a sale by a holder of ANFI ordinary shares, it is not possible for counsel to opine on this issue. If it is determined
that these amendments apply to a holder of 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.



U.S. Federal Income Taxation



General



The following summary sets forth the material
U.S. federal income tax consequences of the acquisition, ownership and disposition of our ordinary shares.



The discussion below of the U.S. federal
income tax consequences to “U.S. Holders” will apply to a beneficial owner of our ordinary shares that is, for U.S.
federal income tax purposes:



| | · | an individual who is a citizen or resident of the United States;
| | - | ----------------------------------------------------------------



| | · | a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized)
in or under the laws 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.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If a beneficial owner of our ordinary shares
is not described as a U.S. Holder and is not an entity treated as a partnership or other pass-through entity for U.S. federal income
tax purposes, such owner will be considered a “Non-U.S. Holder.” The material U.S. federal income tax consequences
applicable specifically to Non-U.S. Holders are described below under the heading “Non-U.S. Holders.”



This summary is based on the Internal Revenue
Code of 1986, as amended (the “Code”), its legislative history, Treasury regulations promulgated thereunder, published
rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations,
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 holder based on such holder’s ordinary shares and
individual circumstances. In particular, this discussion considers only holders that own and hold our ordinary shares as “capital
assets” (generally, property held for investment) within the meaning of Section 1221 of the Code, and does not discuss
the alternative minimum tax. In addition, this discussion does not address U.S. federal income tax consequences to holders that
are subject to special rules, including:



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



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



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



85







| | · | tax-exempt entities (including private foundations);
| | - | ----------------------------------------------------



| | · | governments or agencies or instrumentalities thereof;
| | - | -----------------------------------------------------



| | · | insurance companies;
| | - | --------------------



| | · | individual retirement accounts or other tax-deferred accounts;
| | - | --------------------------------------------------------------



| | · | regulated investment companies;
| | - | -------------------------------



| | · | real estate investment trusts;
| | - | ------------------------------



| | · | certain expatriates or former long term residents of the United States;
| | - | -----------------------------------------------------------------------



| | · | persons that directly, indirectly or constructively own 10% or more of our voting shares;
| | - | -----------------------------------------------------------------------------------------



| | · | persons that acquired our ordinary shares pursuant to an exercise of employee options, in connection with employee incentive
plans or otherwise as compensation;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | persons that hold our ordinary shares as part of a straddle, constructive sale, hedging, conversion or other integrated transaction;
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | · | persons whose functional currency is not the U.S. dollar;
| | - | ---------------------------------------------------------



| | · | controlled foreign corporations; or
| | - | -----------------------------------



| | · | passive foreign investment companies.
| | - | -------------------------------------



This discussion does not address any aspect
of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S. tax laws, or, except as discussed
herein, any tax reporting obligations applicable to a 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. Partners in partnerships that hold our ordinary shares should consult their
tax advisors. This discussion also assumes that any distribution made (or deemed made) by us in respect of our ordinary shares
and any consideration received (or deemed received) by a holder in connection with the sale or other disposition of our ordinary
shares will be in U.S. dollars.



We have not sought, and will not seek, a
ruling from the Internal Revenue Service (the “IRS”) as to any U.S. federal income tax 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 ACQUISITION, 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 ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF
ANY STATE, LOCAL AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.



86







U.S. Holders



Taxation of Cash Distributions Paid
on Ordinary Shares



Subject to the passive foreign investment
company, or PFIC, rules discussed below, a U.S. Holder generally will be required to include in 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 generally 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 generally will be treated as
gain from the sale or other taxable disposition of such ordinary shares.



With respect to non-corporate U.S. Holders,
such dividends may be subject to U.S. federal income tax at the lower applicable regular long term capital gains tax rate (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
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, and subject to the PFIC rules discussed below, 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.



The regular U.S. federal income tax rate
on capital gains recognized by U.S. Holders generally is the same as the regular U.S. federal income tax rate on ordinary income,
except that long term capital gains recognized by non-corporate U.S. Holders generally are subject to U.S. federal income tax at
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.



If an Indian income tax applies to any gain
arising from the sale of our ordinary shares by a U.S. Holder, such tax may be treated as a foreign tax eligible for a deduction
from such holder’s U.S. federal taxable income or a foreign tax credit against such holder’s U.S. federal income tax
liability (subject to applicable conditions and limitations). In addition, if such Indian tax applies to any such gain, a U.S.
Holder may be entitled to certain benefits under 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”), if such holder is considered a resident of the United States for purposes
of, and otherwise meets the requirements of, the U.S.-India Tax Treaty. U.S. Holders should consult their own tax advisors regarding
the deduction or credit for any such Indian tax and their eligibility for the benefits of the U.S.-India Tax Treaty.



Additional Taxes



U.S. Holders that are individuals, estates
or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% Medicare contribution tax on unearned
income, including, without limitation, dividends on, and gains from the sale or other taxable disposition of, our ordinary shares,
subject to certain limitations and exceptions. Under recently issued proposed regulations, in the absence of a special election,
such unearned income generally would not include income inclusions under the qualified electing fund, or QEF, rules discussed below
under “— Passive Foreign Investment Company Rules,” but would include distributions of earnings and profits from
a QEF. U.S. Holders should consult their own tax advisors regarding the effect, if any, of such tax on their ownership and disposition
of our ordinary shares.



87







Passive Foreign Investment Company
Rules



A foreign (i.e., non-U.S.) corporation
will be a PFIC if at least 75% of its gross income in a taxable year of the foreign corporation, including its pro rata share of
the gross income of any corporation in which it is considered to own, directly or indirectly, at least 25% of the shares by value,
is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign
corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share
of the assets of any corporation in which it is considered to own, directly or indirectly, at least 25% of the shares by value,
are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties
(other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of
passive assets.



Based on the composition (and estimated
values) of the assets and the nature of the income of us and our subsidiaries during our taxable year ended March 31, 2013, we
do not believe that we will be treated as a PFIC for such year or in the foreseeable future. Our actual PFIC status for our current
taxable year or any subsequent taxable year, however, is uncertain and will not be determinable until after the end of such taxable
year. Accordingly, there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable
year.



If we are determined to be a PFIC for any
taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of our ordinary shares and such U.S.
Holder did not make a timely QEF election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to
hold) our ordinary shares, a QEF election along with a purging election or a mark-to-market election, each as described below,
such holder generally will be subject to special rules for regular U.S. federal income tax purposes with respect to:



| | · | any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares; and
| | - | ---------------------------------------------------------------------------------------------------



| | · | any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable
year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect
of the ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding
period for the ordinary shares).
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Under these rules,



| | · | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for
the ordinary shares;
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | · | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess
distribution, or to the period in the U.S. Holder’s holding period before the first day of our first taxable year in which
we qualified as a PFIC, will be taxed as ordinary income;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will
be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each
such other taxable year of the U.S. Holder.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



In general, if we are determined to be a
PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect to our ordinary shares by making a timely QEF
election (or a QEF election along with a purging election). Pursuant to a QEF election, a U.S. Holder will be required to include
in income its pro rata share of our net capital gains (as long term capital gain) and other earnings and profits (as ordinary income),
on a current basis, in each case whether or not distributed, in the taxable year of the U.S. Holder in which or with which our
taxable year ends. A U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions
under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.



The QEF election is made on a shareholder-by-shareholder
basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching
a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing
Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return
for the taxable year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective
statement with such return and if certain other conditions are met or with the consent of the IRS.



88







In order to comply with the requirements
of a QEF election, a U.S. Holder must receive certain information from us. Upon request from a U.S. Holder, we will endeavor to
provide to the U.S. Holder no later than 90 days after the request such information as the IRS may require, including a PFIC
annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance
that we will have timely knowledge of our status as a PFIC in the future, or of the required information to be provided.



If a U.S. Holder has made a QEF election
with respect to our ordinary shares, and the special tax and interest charge rules do not apply to such shares (because of a timely
QEF election for our first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold) such shares or a QEF election
along with a purge of the PFIC taint pursuant to a purging election, as described below), any gain recognized on the sale or other
taxable disposition of our ordinary shares generally will be taxable as capital gain and no interest charge will be imposed. As
discussed above, for regular U.S. federal income tax purposes, U.S. Holders of a QEF are currently taxed on their pro rata shares
of the QEF’s earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and
profits that were previously included in income generally should not be taxable as a dividend to those U.S. Holders. The adjusted
tax basis of a U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts
distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding
such property the U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.



Although a determination as to our PFIC
status will be made annually, an initial determination that we are a PFIC generally will apply for subsequent years to a U.S. Holder
who held our ordinary shares while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A
U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the U.S. Holder holds (or
is deemed to hold) our ordinary shares, however, will not be subject to the PFIC tax and interest charge rules discussed above
in respect to such shares. In addition, such U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares
for any of our taxable years that end within or with a taxable year of the U.S. Holder and in which we are not a PFIC. On the other
hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and during which the U.S. Holder
holds (or is deemed to hold) our ordinary shares, the PFIC rules discussed above will continue to apply to such shares unless the
holder files on a timely filed U.S. income tax return (including extensions) a QEF election and a purging election to recognize
under the rules of Section 1291 of the Code any gain that it would otherwise recognize if the U.S. Holder sold such shares for
their fair market value on the “qualification date.” The qualification date is the first day of our tax year in which
we qualify as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held our shares
on the qualification date. The gain recognized by the purging election generally will be subject to the special tax and interest
charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder
generally will increase the adjusted tax basis in its ordinary shares by the amount of the gain recognized and will also have a
new holding period in its ordinary shares for purposes of the PFIC rules.



Alternatively, if a U.S. Holder, at the
close of its taxable year, owns ordinary shares in a PFIC that are treated as “marketable stock” for U.S. federal income
tax purposes, the U.S. Holder may make a mark-to-market election with respect to such ordinary shares for such taxable year. If
the U.S. Holder makes a valid mark-to-market election for the first taxable year of the U.S. Holder in which the U.S. Holder holds
(or is deemed to hold) our ordinary shares and for which we are determined to be a PFIC, such holder generally will not be subject
to the PFIC rules described above with respect to its ordinary shares. Instead, in general, the U.S. Holder will include as ordinary
income each year the excess, if any, of the fair market value of its ordinary shares at the end of its taxable year over the adjusted
tax basis in its ordinary shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any,
of the adjusted tax basis of its ordinary shares over the fair market value of its ordinary shares at the end of its taxable year
(but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s
adjusted tax basis in its ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized
on a sale or other taxable disposition of the ordinary shares will be treated as ordinary income.



89







The mark-to-market election is available
only for shares that are regularly traded on a national securities exchange that is registered with the Securities and Exchange
Commission, including the New York Stock Exchange, or on a foreign exchange or market that the IRS determines has rules sufficient
to ensure that the market price represents a legitimate and sound fair market value. 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 and tax consequences
of a mark-to-market election in respect to our ordinary shares under their particular circumstances.



If we are a PFIC and, at any time, have
a foreign subsidiary that is classified as a PFIC, a U.S. Holder generally should be deemed to own a portion of the shares of such
lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution
from, or dispose of all or part of our interest in, or the U.S. Holder otherwise were deemed to have disposed of an interest in,
the lower-tier PFIC. Upon request, we will endeavor to cause any lower-tier PFIC to provide to a U.S. Holder no later than 90 days
after the request the information that may be required to make or maintain a QEF election with respect to the lower- tier PFIC.
However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC, or that we will be
able to cause the lower-tier PFIC to provide the required information. A mark-to-market election generally would not be available
with respect to such a lower-tier PFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised
by lower-tier PFICs.



A U.S. Holder that owns (or is deemed to
own) ordinary shares in a PFIC during any taxable year of the U.S. Holder may have to file an IRS Form 8621 (whether or not
a QEF election or mark-to-market election is or has been made) with such U.S. Holder’s U.S. federal income tax return and
provide such other information as may be required by the U.S. Treasury Department.



The rules dealing with PFICs and with the
QEF and mark-to-market elections are very complex and are affected by various factors in addition to those described above. Accordingly,
U.S. Holders of our ordinary shares should consult their own tax advisors concerning the application of the PFIC rules to our ordinary
shares under their particular circumstances.



Non-U.S. Holders



Cash dividends paid to a Non-U.S. Holder
with respect to our ordinary shares generally will not be subject to U.S. federal income tax, unless the dividends are effectively
connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable
income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains or maintained in the
United States).



In addition, a Non-U.S. Holder generally
will not be subject to U.S. federal income tax on any gain attributable to a sale or other taxable disposition of our ordinary
shares unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required
by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains or maintained
in the United States) or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in
the taxable year of sale or other disposition and certain other conditions are met.



Cash dividends and gains that are effectively
connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable
income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains or maintained in the
United States) generally will be subject to regular U.S. federal income tax at the same regular U.S. federal income tax rates applicable
to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, may
also be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.



Backup Withholding and Information Reporting



In general, information reporting for U.S.
federal income tax purposes should apply to cash distributions made on our ordinary shares within the United States to a U.S. Holder
(other than an exempt recipient) and to the proceeds from sales and other dispositions of our ordinary shares by a U.S. Holder
(other than an exempt recipient) to or through a U.S. office of a broker. Payments made (and sales and other dispositions effected
at an office) outside the United States will 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.



90







Moreover, backup withholding of U.S. federal
income tax at a rate of 28%, generally will apply to dividends paid on our ordinary shares to a U.S. Holder (other than an exempt
recipient) and the proceeds from sales and other dispositions of our ordinary shares by a U.S. Holder (other than an 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.



A Non-U.S. Holder generally may eliminate
the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties
of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.



Backup withholding is not an additional
tax. Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s
U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely
furnished to the IRS. 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.”



ITEM
11.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK



We areexposed
to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. Our risk management is
coordinated by the Board of Directors and focuses on securing long term and short term cash flows. We do not engage in trading
of financial assets for speculative purposes.



91







Market Risk Analysis



Market risk is the risk that changes in
market prices will have an effect on our income or value of the financial assets and liabilities. We are 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 INR.



The exchange rate between the INR and the
U.S. dollar (we have significant exposure in U.S. dollars) has fluctuated significantly in recent years 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 enters into foreign currency derivative instruments to mitigate such exposure. We follow established
risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge forecasted cash 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, 2013, 2012 and 2011:



|March 31, 2013            |  | U.S. Dollars  |            |   | Other Currencies | 
|------------------------- |  | ------------- | ---------- | - | ---------------- | 
|                          |  | (Amount in $) |           
|Trade receivables         |  |               | 19,514,361 |   |                  | 
|Intercompany receivables  |  |               | 25,008,232 |   |                  | 
|Cash and cash equivalents |  |               | 5,610      |   |                  | 
|Total                     |  |               | 44,528,203 |   |                  | 
|March 31, 2012            |  |               |            |   |                  | 
|Trade receivables         |  |               | 10,176,419 |   |                  | 
|Intercompany receivables  |  |               | 19,466,796 |   |                  | 
|Cash and cash equivalents |  |               | 5,718      |   |                  | 
|Trade payables            |  |               | (201,355   | ) |                  | 
|Total                     |  |               | 29,447,578 |   |                  | 
|March 31, 2011            |  |               |            |   |                  | 
|Trade receivables         |  |               | 17,175,049 |   |                  | 
|Intercompany receivables  |  |               | 6,268,579  |   |                  | 
|Cash and cash equivalents |  |               | 5,916,499  |   |                  | 
|Total                     |  |               | 29,360,127 |   |                  | 



As of March 31, 2013, 2012 and 2011,
every 1% increase/ decrease of the respective foreign currencies compared to the functional currency of the relevant entity would
impact our profit before tax by approximately $459,392, $294,466 and $293,601, respectively.



There are no long term exposures in foreign
currency denominated financial asset and liabilities as on each reporting date.



We use forward foreign exchange contracts
to mitigate exchange rate exposure arising from forecasted sales in U.S. dollars in its Indian subsidiary whose functional currency
is the Indian Rupee. All U.S.-Dollar forward exchange contracts have been designated as hedging instruments in cash flow hedges
in accordance with IAS 39. Our U.S.-dollar forward contracts relate to revenue forecasted for 2013-14. All forecasted transactions
for which hedge accounting has been applied are expected to occur and affect profit or loss in 2013-14. The fair values of these
financial instruments as of March 31, 2013 and March 31, 2012 is $1,260,512 and $ 2,239,129, respectively.



92







During fiscal 2013, a gain of $321,700 (fiscal
2012: a gain/ (loss) of Nil; fiscal 2011: gain/ (loss) of Nil) was recognized in other comprehensive income. The cumulative gain
recorded in equity is $321,700 (fiscal 2012: cumulative gain/ (loss) of Nil).



During fiscal 2013, a loss of $1,628,914
(fiscal 2012: net gain/ (loss) of Nil; fiscal 2011: net gain/ (loss) of Nil) was reclassified from equity into profit or loss within
other financial items.



During fiscal 2013, income tax gain of $146,820
(fiscal 2012: Nil) relating to cash flow hedging reserve was recognized in other comprehensive income loss.



Based on expected volatility, the management
does not expect the foreign currency hedges to become ineffective due to changes in the exchange rates and therefore, there is
no impact on profit on changes in the values of such derivatives consequent to changes in foreign currency exchange rates.The 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, 2013 and
2012, we had $161.6 million and $141.8 million of total indebtedness, respectively, of which more than 99% had floating rates of
interest. The sensitivity analyses below have 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 one hundred basis points movement in the interest rate. This movement in the interest rate would lead to
an increase/fall in the profit before tax by $1,603,244, $1,473,052 and $1,545,186 in the years ended March 31, 2013, 2012
and 2011, respectively.



Price risk sensitivity



We are exposed to price risk in respect
of its listed equity securities and investment in mutual funds. These investments are held for long term and are designated as
Available for sale financial assets and therefore do not impact the consolidated income statement. Further, the amount of investment
is not material. Accordingly, sensitivity towards the change in price is not presented.



Credit Risk Analysis



Credit risk refers to the risk of default
by the counterparty to a financial instrument to meet its contractual obligation resulting in a financial loss 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 customer creditworthiness
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:



93







|                                                             |  | March 31, 2013 |            |  | March 31, 2012 | 
|------------------------------------------------------------ |  | -------------- | ---------- |  | -------------- | 
|                                                             |  | Gross          |            |  | Impairment     | 
|                                                             |  | (Amount in $)  |           
|Not past due                                                 |  |                | 65,808,189 |  |                | 
|Past due less than three months                              |  |                | 335,568    |  |                | 
|Past due more than three months but not more than six months |  |                | 433,550    |  |                | 
|Past due more than six months but not more than one year     |  |                | 133,738    |  |                | 
|More than one year                                           |  |                | 186,237    |  |                | 
|Total                                                        |  |                | 66,897,282 |  |                | 



Trade receivables are impaired in full when
recoverability is considered doubtful based on estimates made by management. Management considers that that all the above financial
assets that are not impaired and past due for each of the March 31 reporting datesunder
review are of good credit quality.



Receivables from our top five customers
amounted to $34,538,254 and $22,113,740 constituting 51.7% and 59.0% of net trade receivables as of March 31, 2013 and 2012,
respectively.



Of the above, receivables from our top two
customers are as follows:



|                                |  | March 31, 2013 |            |   | March 31, 2012 | 
|------------------------------- |  | -------------- | ---------- | - | -------------- | 
|                                |  | (Amount in $)  |           
|Customer 1                      |  |                | 10,376,000 |   |                | 
|Customer 2                      |  |                | 9,143,585  |   |                | 
|Total                           |  |                | 19,519,585 |   |                | 
|Percentage to total receivables |  |                | 29.2       | % |                | 



Management considers the credit quality
of these trade receivables to be good. No collateral is held for trade receivables.



Other financial assets



The maximum exposure to credit risk in other
financial assets is summarized as follows:



Credit risk relating to cash and cash equivalents
and derivative financial instruments is considered negligible because our counterparties are banks. Management considers the credit
quality of deposits with such banks that are majority-owned by the Government of India and subject to the regulatory oversight
of the Reserve Bank of India to be good, and it reviews these banking relationships on an ongoing basis.



Security deposits are primarily comprised
of deposits made with customers who are public sector organizations. Such deposits were given as part of our contracts with such
organizations.



We donot
hold any security in respect of the above financial assets. There are no impairment provisions as at each reporting date against
these financial assets. Management considers that all the above financial assets as at the reporting dates are of good credit quality.



Liquidity Risk Analysis



Our liquidity needs are monitored on the
basis of monthly and yearly projections. We manage our liquidity needs by continuously monitoring 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.



Short term liquidity requirements consists
mainly of sundry creditors, expense payable, employee dues, debt and security deposits received arising during normal course of
business as on each reporting date. We maintain sufficient balance in cash and cash equivalents to meet its short term liquidity
requirements. Long term liquidity requirement is assessed by management on a periodical basis and is managed through internal accruals
and through management's ability to negotiate long term debt facilities. Our non-current liabilities include vehicle loans, term
loans and gratuity.



94







As at each reporting date, our liabilities
having contractual maturities are summarized as follows:



|                          |               | Current         |             |  | Non-current | 
|------------------------- | ------------- | --------------- | ----------- |  | ----------- | 
|March 31, 2013            |               | Within 6 months |             |  | 6-12 months | 
|                          | (Amount in $)
|Long term debt            |               |                 | 1,394,834   |  |             | 
|Short term debt           |               |                 | 154,765,700 |  |             | 
|Trade payables            |               |                 | 4,516,657   |  |             | 
|Other current liabilities |               |                 | 2,836,251   |  |             | 
|Lease obligation          |               |                 | 351,513     |  |             | 
|Total                     |               |                 | 163,864,955 |  |             | 



|                          |               | Current         |             |  | Non-current | 
|------------------------- | ------------- | --------------- | ----------- |  | ----------- | 
|March 31, 2012            |               | Within 6 months |             |  | 6-12 months | 
|                          | (Amount in $)
|Long term debt            |               |                 | 1,436,864   |  |             | 
|Short term debt           |               |                 | 132,126,355 |  |             | 
|Trade payables            |               |                 | 21,302,059  |  |             | 
|Other current liabilities |               |                 | 10,913,655  |  |             | 
|Lease obligation          |               |                 | 274,457     |  |             | 
|Total                     |               |                 | 166,053,390 |  |             | 



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.



ITEM
12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



Not applicable.



PART
II.



ITEM
13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES



There has been no default of any indebtedness
nor is there any arrearage in the payment of dividends.



ITEM
14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS



A.           Not applicable.



B.           Not applicable.



C.           Not applicable.



D.           Not applicable.



E.           Use of Proceeds.



On October 15, 2012, we completed an IPO
of our ordinary shares pursuant to a Registration Statement on Form F-1, as amended (File No. 333-183612), which became effective
on October 10, 2012. UBS Securities LLC and Deutsche Bank Securities Inc. acted as joint book-running managers, Jefferies &
Company, Inc. acted as lead manager and KeyBanc Capital Markets Inc. acted as co-manager for the IPO. An aggregate of 9,000,000
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. Additionally, Amira India intends
to use approximately $25 million of the IPO proceeds to partially fund the development of a new processing facility. Pending construction
of the facility, such funds are being held in short term interest bearing fixed deposits with banks. At the completion of the IPO
we retained $4 million of the net proceeds in ANFI to fund its future operating expenses through 2015; after paying New York Stock
Exchange listing fees and director’s cash compensation, $3.8 million of this amount remained available as of March 31, 2013.



95







ITEM
15.CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and Procedures



Disclosure controls
and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under
the Exchange Act is accumulated and communicated to management, including our Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.



Based on an evaluation under the supervision
of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have concluded
that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as
of March 31, 2013.



Management’s Annual Report on Internal Control
Over Financial Reporting



This
annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation
report of the company's registered public accounting firm due to a transition period established by rules of the Securities and
Exchange Commission for newly public companies.



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 paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.



ITEM 16.



ITEM
16A.AUDIT COMMITTEE FINANCIAL EXPERT



Our board of directors has determined that
Neal Cravens is an “audit committee financial expert” as defined by the Securities and Exchange Commission’s
rules and “independent” as that term is defined in Item 16A(b) of Form 20-F and New York Stock Exchange listing standards.



ITEM
16B.CODE OF ETHICS.



On August 22, 2012, we adopted a Code of
Conduct for all employees and a Code of Ethics that applies to our principal executive officer, 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 at http://phx.corporate-ir.net/phoenix.zhtml?c=251471&p=irol-govhighlights.



ITEM
16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES.



Audit Fees



The following table presents the aggregate
fees for professional services and other services rendered by our principal accountant to us in fiscal 2013 and 2012.



96







|               |  | Years ended March 31, |        
|-------------- |  | --------------------- | -------
|               |  | 2013                  |        
|               |  | (Amount in $)         |        
|Audit fees (1) |  |                       | 408,091
|Total          |  |                       | 408,091



| | (1) | Audit fees consist of fees billed by Grant Thornton India LLP for the audit of our consolidated
financial statements for each of these fiscal years and the review of the interim financial statements for the fiscal years ended
March 31, 2013 and 2012, respectively, and for audit services related to our IPO.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 2013, 2012 and 2011, all audit, audit-related, tax and other services performed by Grant Thornton
India LLP were approved in advance by the Audit Committee. Any pre-approved decisions are presented to the full Audit Committee
at the next scheduled meeting.  Grant Thornton India LLP was our principal auditor and no work was performed by persons
outside of this firm.



Audit of Financial Statements.



During fiscal 2013 and 2012, Grant Thornton
India LLP was our principal auditor and no audit work was performed by persons outside of 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.



Not applicable.



ITEM
16G.CORPORATE GOVERNANCE



None.



ITEM
16H.MINE SAFETY DISCLOSURE



Not applicable.



PART
III.



ITEM
17.FINANCIAL STATEMENTS



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



ITEM
18.FINANCIAL STATEMENTS



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



97







ITEM
19.EXHIBITS



|Exhibit No. |  | 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 C Foods International DMCC and Protik Guha, as amended on October
    18, 2011(1)              
|4.4         |  | Employment Agreement, dated April 6, 2012, between Amira Pure Foods Private Limited and Ritesh Suneja(1)                                               
|4.5         |  | Employment Agreement, dated May 2, 2012, between Amira C Foods International DMCC and Karan A. Chanana(1)                                              
|4.6         |  | Service Agreement, dated June 14, 2012, between Amira Nature Foods Ltd and Karan A. Chanana(1)                                                         
|4.7         |  | Offer Letter, dated July 30, 2012, between Amira Nature Foods Ltd and Daniel Malina(1)                                                                 
|4.8         |  | Offer Letter, dated March 28, 2012, between Amira Nature Foods Ltd and Neal Cravens(1)                                                                 
|4.9         |  | Offer Letter, dated March 29, 2012, between Amira Nature Foods Ltd and Bimal Kishore Raizada(1)                                                        
|4.10        |  | Lease Deed, dated November 24, 2011, between Amira Pure Foods Private Limited and Karan Chanana(1)                                                     
|4.11        |  | Lease Deed, dated November 24, 2011, between Amira Pure Foods Private Limited and Anil Chanana(1)                                                      
|4.12        |  | Working Capital Consortium Agreement, dated August 16, 2010, by and among Amira Pure Foods Private Limited and certain lenders(1)                      
|4.13        |  | First Supplement to the Working Capital Consortium Agreement, dated June 15, 2012, by and among Amira Pure Foods Private Limited and certain lenders(1)
|4.14        |  | Personal Guarantee, dated June 15, 2012, issued by Karan A. Chanana in favor of Canara Bank(1)                                                         
|4.15        |  | Personal Guarantee, dated June 15, 2012, issued by Anita Daing in favor of Canara Bank(1)                                                              
|4.16        |  | Subscription Agreement(1)                                                                                                                              
|4.17        |  | Form of Indemnification Agreement(1)                                                                                                                   
|4.18        |  | Personal Guarantee issued by Karan A. Chanana in favor of ICICI Bank Limited(1)                                                                        
|4.19        |  | Personal Guarantee issued by Anita Daing in favor of ICICI Bank Limited(1)                                                                             
|4.20        |  | Personal Guarantee, dated July 7, 2010, issued by Karan A. Chanana and Anita Daing in favor of Bank of Baroda(1)                                       
|4.21        |  | Loan Agreement, dated April 1, 2010, between Karan A. Chanana and Amira Pure Foods Private Limited(1)                                                  
|4.22        |  | Loan Agreement, dated April 1, 2011, between Karan A. Chanana and Amira Pure Foods Private Limited(1)                                                  
|4.23        |  | Loan Agreement, dated April 24, 2012, between Karan A. Chanana and Amira Pure Foods Private Limited(1)                                                 
|4.24        |  | 2012 Omnibus Securities and Incentive Plan(1)                                                                                                          
|4.25        |  | Joint Deed of Hypothecation, dated August 16, 2010, by and among Amira Pure Foods Private Limited and certain lenders(1)                               
|4.26        |  | Letter of Appointment, dated October 22, 2012, between Ashish Poddar and Amira Pure Foods Private Limited(2)                                           
|4.27        |  | Employment Severance
        Undertaking, dated January 2, 2013, issued by Ritesh Suneja in favor of Amira Pure Foods
        Private Limited*         
|8.1         |  | Subsidiaries of the Registrant*                                                                                                                        
|11.1        |  | Code of Conduct(1)                                                                                                                                     
|11.2        |  | Code of Ethics for Executive Officers, Senior Officers and Managers(1)                                                                                 
|12.1        |  | Certification of the Chief Executive Officer (Principal  Executive Officer) pursuant to Rule 13a-14(a) of the Securities
    Exchange Act, 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*      



98







|Exhibit No. |  | Description                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 Grant Thornton India LLP, independent registered public accounting firm*                                                                                       



*Filed Herewith.



(1) Incorporated by reference to the Registration Statement
on Form F-1, as amended, initially filed with the SEC on August 29, 2012 (File No.: 333-183612).



(2) Incorporated by reference the Report of Foreign Private
Issuer on Form 6-K, filed with the SEC on November 21, 2012.



99









SIGNATURES



The Registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual
report on its behalf.



|              | AMIRA NATURE FOODS LTD
|------------- | ----------------------
|              |                       
|June 13, 2013 | By:                   
|              |                       
|              |                       
|              |                       
|June 13, 2013 | By:                   
|              |                       
|              |                       

100







INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|Report of Independent Registered Public Accounting Firm                                                        | F-2
|-------------------------------------------------------------------------------------------------------------- | ---
|                                                                                                               |    
|Consolidated Statements of Financial Position as at March 31, 2013 and 2012                                    | F-3
|                                                                                                               |    
|Consolidated Income Statements for the fiscal years ended March 31, 2013, 2012 and 2011                        | F-4
|                                                                                                               |    
|Consolidated Statements of Other Comprehensive Income for the fiscal years ended March 31, 2013, 2012 and 2011 | F-5
|                                                                                                               |    
|Consolidated Statements of Change in Equity for the fiscal years ended March 31, 2013 and 2012                 | F-6
|                                                                                                               |    
|Consolidated Statements of Cash Flow for the fiscal years ended March 31, 2013, 2012 and 2011                  | F-8
|                                                                                                               |    
|Notes to Consolidated Financial Statements                                                                     | F-9



F-1









REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



Board of Directors and Shareholders

Amira Nature Foods Ltd.



We have audited the accompanying consolidated
statements of financial position of Amira Nature Foods Ltd. and subsidiaries (the “Company”) as of March 31, 2013 and
March 31, 2012, and the related consolidated income statements, consolidated statements of other comprehensive income/(loss), consolidated
statements of changes in equity, and consolidated statements of cash flows for each of the three years in the period ended March
31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of Amira Nature Foods Ltd. and subsidiaries
as of March 31, 2013 and March 31, 2012, and the results of their operations and their cash flows for each of the three years in
the period ended March 31, 2013, in conformity with International Financial Reporting Standards as issued by International Accounting
Standards Board.



/s/Grant Thornton India LLP

Gurgaon, India

June 13, 2013



F-2







Amira Nature Foods Ltd



Consolidated Statements
of Financial Position



|                                                   |  |       |  | (Amounts in USD)     |            
|-------------------------------------------------- |  | ----- |  | -------------------- | -----------
|                                                   |  | Notes |  | As at March 31, 2013 |            
|ASSETS                                             |  |       |  |                      |            
|Non-current                                        |  |       |  |                      |            
|Intangible assets                                  |  | 6     |  | $                    | 607,871    
|Property, plant and equipment                      |  | 7     |  |                      | 23,467,379 
|Other long term assets                             |  | 8     |  |                      | 430,739    
|Total non-current assets                           |  |       |  | $                    | 24,505,989 
|                                                   |  |       |  |                      |            
|Current                                            |  |       |  |                      |            
|Inventories                                        |  | 9     |  | $                    | 181,459,799
|Trade receivables                                  |  | 10    |  |                      | 66,792,434 
|Derivative financial instruments                   |  |       |  |                      | 1,260,512  
|Prepayments                                        |  | 11    |  |                      | 8,386,856  
|Other current assets                               |  | 12    |  |                      | 10,856,050 
|Cash and cash equivalents                          |  | 13    |  |                      | 33,270,338 
|Total current assets                               |  |       |  | $                    | 302,025,989
|Total assets                                       |  |       |  | $                    | 326,531,978
|                                                   |  |       |  |                      |            
|EQUITY AND LIABILITIES                             |  |       |  |                      |            
|Equity                                             |  |       |  |                      |            
|Share capital                                      |  | 14    |  | $                    | 9,111      
|Share premium                                      |  |       |  |                      | 82,639,766 
|Share based compensation reserve                   |  |       |  |                      | 227,674    
|Reserve for available for sale financial assets    |  |       |  |                      | (21,561    
|Currency translation reserve                       |  |       |  |                      | (5,582,983 
|Cash flow hedging reserve                          |  |       |  |                      | 258,647    
|Actuarial gain reserve                             |  |       |  |                      | 26,340     
|Restructuring Reserve                              |  |       |  |                      | 9,398,927  
|Retained earnings                                  |  |       |  |                      | 44,348,684 
|Equity attributable to Shareholders of the Company |  |       |  |                      | 131,304,605
|Equity attributable to Non-Controlling Interest    |  |       |  |                      | 12,328,130 
|Total equity                                       |  |       |  | $                    | 143,632,735
|Liabilities                                        |  |       |  |                      |            
|Non-current liabilities                            |  |       |  |                      |            
|Employee benefit obligations                       |  | 20    |  | $                    | 185,437    
|Debt                                               |  | 18    |  |                      | 4,831,416  
|Deferred tax liabilities                           |  | 19    |  |                      | 8,527,874  
|Total non-current liabilities                      |  |       |  | $                    | 13,544,727 
|                                                   |  |       |  |                      |            
|Current liabilities                                |  |       |  |                      |            
|Trade payables                                     |  | 17    |  | $                    | 4,516,657  
|Debt                                               |  | 18    |  |                      | 156,785,820
|Current tax liabilities (net)                      |  |       |  |                      | 2,658,236  
|Other current liabilities                          |  | 17    |  |                      | 5,393,803  
|Total current liabilities                          |  |       |  | $                    | 169,354,516
|Total liabilities                                  |  |       |  | $                    | 182,899,243
|Total equity and liabilities                       |  |       |  | $                    | 326,531,978



(The accompanying notes are an integral part of these consolidated
financial statements)



F-3







Amira Nature Foods Ltd



Consolidated Income Statements



|                                          |  |       |  |  | (Amounts in USD) |            
|----------------------------------------- |  | ----- |  |  | ---------------- | -----------
|                                          |  | Notes |  |  | March 31, 2013   |            
|Revenue                                   |  |       |  |  |                  | $          
|Other income                              |  |       |  |  |                  |            
|Cost of material                          |  |       |  |  |                  |            
|Change in inventory of finished goods     |  |       |  |  |                  |            
|Employee expenses                         |  | 20    |  |  |                  | (5,553,197 
|Depreciation and amortization             |  |       |  |  |                  |            
|Freight, forwarding and handling expenses |  |       |  |  |                  |            
|Other expenses                            |  | 21    |  |  |                  | (14,676,910
|                                          |  |       |  |  |                  | $          
|IPO expenses                              |  |       |  |  |                  |            
|Finance costs                             |  | 22    |  |  |                  | (21,751,614
|Finance income                            |  | 22    |  |  |                  | 802,146    
|Other financial items                     |  | 23    |  |  |                  | (654,852   
|Profit before tax                         |  |       |  |  |                  | $          
|Income tax expense                        |  | 19    |  |  |                  | (8,267,562 
|                                          |  |       |  |  |                  |            
|Profit after tax                          |  |       |  |  |                  | $          
|Profit after tax attributable to:         |  |       |  |  |                  |            
|Shareholders of the company               |  |       |  |  |                  |            
|Non-controlling interest                  |  |       |  |  |                  |            
|                                          |  |       |  |  |                  |            
|Earnings per share                        |  |       |  |  |                  |            
|                                          |  |       |  |  |                  |            
|Basic and diluted earnings per share      |  | 24    |  |  | $                | 0.63       



(The accompanying notes are an integral part of these consolidated
financial statements)



F-4







Amira Nature Foods Ltd



Consolidated Statements of Other Comprehensive
Income/ (Loss)



|                                                          |  | (Amounts in USD) |           
|--------------------------------------------------------- |  | ---------------- | ----------
|                                                          |  | March 31, 2013   |           
|Profit after tax                                          |  | $                | 19,249,038
|Other comprehensive income                                |  |                  |           
|Available for sale financial assets                       |  |                  |           
|- Current period gain/(loss)                              |  |                  | 7,416     
|- Reclassification to Income statement                    |  |                  | -         
|- Income tax                                              |  |                  | (2,520    
|Cash flow hedge reserve                                   |  |                  |           
|-Current period loss                                      |  |                  | (1,160,394
|-Reclassification to income statement                     |  |                  | 1,628,914 
|-Income tax                                               |  |                  | (146,820  
|Actuarial gain/(loss) reserve                             |  |                  |           
|-Current year gains                                       |  |                  | 30,875    
|-Income tax                                               |  |                  | (10,495   
|Exchange differences on translation of foreign operations |  |                  | (4,524,299
|                                                          |  |                  |           
|Other comprehensive loss for the year, net of tax         |  | $                | (4,177,323
|Total comprehensive income for the year                   |  | $                | 15,071,715
|                                                          |  |                  |           
|Total comprehensive income for the year attributable to:  |  |                  |           
|Shareholders of the Company                               |  |                  | 11,697,741
|Non-controlling interest                                  |  |                  | 3,373,974 
|                                                          |  |                  |           



(The accompanying notes are an integral part of these consolidated
financial statements)



F-5







Amira Nature Foods Ltd



Consolidated Statements of Changes in
Equity





|                                                  |  | (Amounts in USD) |      
|------------------------------------------------- |  | ---------------- | -----
|                                                  |  | Share  Capital   |      
|Balance as at April 1, 2010                       |  | $                | 100  
|Profit after tax                                  |  |                  | —    
|Other comprehensive income /(loss) for the period |  |                  | —    
|Total comprehensive income/(loss) for the period  |  |                  | —    
|Balance as at March 31, 2011                      |  | $                | 100  
|                                                  |  |                  |      
|Balance as at April 1, 2011                       |  | $                | 100  
|Profit after tax                                  |  |                  | —    
|Other comprehensive income /(loss) for the period |  |                  | —    
|Total comprehensive income/(loss) for the period  |  |                  | —    
|Balance as at March 31, 2012                      |  | $                | 100  
|                                                  |  |                  |      
|Balance as at April 1, 2012                       |  | $                | 100  
|Issue of Shares (Net of Issuance Cost)            |  |                  | 9,000
|Share based compensation                          |  |                  | 11   
|Transactions with shareholders                    |  |                  | 9011 
|Profit after tax                                  |  |                  | —    



F-6







|                                                 |  | Share Capital |       |  | Share premium |   |            | Share based compensation reserve |  |   | Reserve for available for sale financial assets |  |  | Currency translation reserve |         |   | Cash flow hedging reserve |   |            | Actuarial gain/(loss) reserve |  |   | Restructuring reserve |  |  | Retained earnings |        |  | Equity attributable to Shareholders of the Company |   |           | Equity attributable to Non - controlling interest |  |   | Total Equity | 
|------------------------------------------------ |  | ------------- | ----- |  | ------------- | - | ---------- | -------------------------------- |  | - | ----------------------------------------------- |  |  | ---------------------------- | ------- | - | ------------------------- | - | ---------- | ----------------------------- |  | - | --------------------- |  |  | ----------------- | ------ |  | -------------------------------------------------- | - | --------- | ------------------------------------------------- |  | - | ------------ | 
|Other comprehensive income/(loss) for the period |  |               | —     |  |               |   | —          |                                  |  |   | —                                               |  |  |                              | 3,935   |   |                           |   | (3,637,536 | )                             |  |   | 258,647               |  |  |                   | 16,386 |  |                                                    |   | —         |                                                   |  |   | —            | 
|Total comprehensive income/(loss) for the period |  |               | —     |  |               |   | —          |                                  |  |   | —                                               |  |  |                              | 3,935   |   |                           |   | (3,637,536 | )                             |  |   | 258,647               |  |  |                   | 16,386 |  |                                                    |   | —         |                                                   |  |   | 15,056,309   | 
|Balance as at March 31, 2013                     |  | $             | 9,111 |  |               | $ | 82,639,766 |                                  |  | $ | 227,674                                         |  |  | $                            | (21,561 | ) |                           | $ | (5,582,983 | )                             |  | $ | 258,647               |  |  | $                 | 26,340 |  |                                                    | $ | 9,398,927 |                                                   |  | $ | 44,348,684   | 



(The accompanying notes are an integral part of these consolidated
financial statements)



F-7







Amira Nature Foods Ltd



Consolidated Statements of Cash Flows



|                                                                  |  |           |  | (Amounts in USD) |             
|----------------------------------------------------------------- |  | --------- |  | ---------------- | ------------
|                                                                  |  | Notes     |  | March 31, 2013   |             
|(A) CASH FLOW FROM OPERATING ACTIVITIES                           |  |           |  |                  |             
|Profit before tax                                                 |  |           |  | $                | 27,516,600  
|Adjustments for non-cash items                                    |  | 27        |  |                  | 2,039,904   
|Adjustments for non-operating expenses                            |  | 27        |  |                  | 19,015,955  
|Changes in operating assets and liabilities                       |  | 27        |  |                  | (105,093,325
|                                                                  |  |           |  | $                | (56,520,866 
|Income Taxes paid                                                 |  |           |  |                  | (3,701,951  
|Net cash generated from/(used in) operating activities            |  |           |  | $                | (60,222,817 
|                                                                  |  |           |  |                  |             
|(B) CASH FLOW FROM INVESTING ACTIVITIES                           |  |           |  |                  |             
|Purchase of property, plant and equipment                         |  |           |  | $                | (1,526,281  
|Purchase of intangible assets                                     |  |           |  |                  | (334,793    
|Proceeds from sale of property, plant and equipment               |  |           |  |                  | 320,067     
|Proceeds from the sale of short term investments                  |  |           |  |                  | —           
|Net (addition)/deletion of long term assets                       |  |           |  |                  | (84,631     
|Purchase of short term investments                                |  |           |  |                  | (110,400    
|Interest income                                                   |  |           |  |                  | 802,147     
|Net cash used in investing activities                             |  |           |  | $                | (933,891    
|                                                                  |  |           |  |                  |             
|(C) CASH FLOWS FROM FINANCING ACTIVITIES                          |  |           |  |                  |             
|Net Proceeds from issue of shares                                 |  | 27        |  | $                | 82,648,766  
|Net proceeds from short term debt                                 |  |           |  |                  | 27,973,449  
|Proceeds from long term debt                                      |  |           |  |                  | 34,220      
|Repayment of long term debt                                       |  |           |  |                  | (2,241,703  
|Interest paid                                                     |  |           |  |                  | (19,830,624 
|Net cash generated from/(used in) financing activities            |  |           |  | $                | 88,584,108  
|(D)Effect of change in exchange rate on cash and cash equivalents |  |           |  |                  | (2,525,318  
|Net increase/(decrease) in cash and cash equivalents              |  | (A+B+C+D) |  | $                | 24,902,082  
|Cash and cash equivalents at the beginning of the year            |  |           |  |                  | 8,368,256   
|Cash and cash equivalents at the end of the year                  |  |           |  | $                | 33,270,338  



(The accompanying notes are an integral part of these consolidated
financial statements)



F-8







Amira Nature Foods Ltd



Notes to the Consolidated Financial Statements



1.     Nature of operations



Amira Nature Foods Ltd (‘‘ANFI” or ‘‘the
Company’’) and its subsidiaries (hereinafter together referred to as ‘‘Amira’’ or ‘‘the
Group’’) are engaged primarily in the business of processing and selling packaged Indian specialty rice, primarily
basmati rice and other food products. The Group sells goods to international buyers (located in Asia Pacific, Europe, Middle East
and North Africa and North America) and distributors and retail chains in India. The Group’s rice processing plant is located
in Gurgaon, India.



ANFI was incorporated on February 20, 2012 and is domiciled
in the British Virgin Islands. The registered office of the Company is located at 29E, A.U. Tower Jumeirah Lake Towers Dubai, United
Arab Emirates.



2.     General information and
statement of compliance with IFRS



The consolidated financial statements of the Group have been
prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting
Standard Board ("IASB").



3.     Restructuring



ANFI was formed to act as holding company of the Group and to
make a public offering of its shares in the United States of America (“USA”). On October 15, 2012, ANFI completed
its initial public offering (“IPO”) in the USA. Immediately thereafter, the Company through its wholly owned subsidiary,
Amira Nature Foods Ltd, Mauritius (“ANFI Mauritius”), subscribed for 53,102,500 equity shares of Amira Pure Foods Private
Limited (“APFPL”), representing 80.4% of its outstanding shares on October 16, 2012, pursuant to a subscription
agreement dated September 27, 2012, as amended subsequently through an amendment agreement dated October 10, 2012. 
The balance of 19.6% in APFPL represents Non-controlling interest (“NCI”).



Considering that ANFI and APFPL were under common control prior
to effectiveness of combination, the above mentioned restructuring has been accounted for using the “Pooling of interest
method”. As per the pooling of interest method, assets and liabilities of the entities have been recorded at their carrying
values and periods presented have been restated as if the share subscription had been entered into as of April 1, 2010.



Balance in shareholders fund as of April 1, 2010 as presented
in APFPL’s financial statements comprises the following: -



|                                            |  | (Amounts in USD) |           
|------------------------------------------- |  | ---------------- | ----------
|Share capital                               |  | $                | 2,546,542 
|Share premium                               |  |                  | 8,757,683 
|Reserve available for sale financial assets |  |                  | (11,843   
|Currency translation reserve                |  |                  | 3,275,426 
|Actuarial gain/(loss) reserve               |  |                  | (16,462   
|Capital redemption reserve                  |  |                  | 385,983   
|Retained earnings                           |  |                  | 18,077,415
|Total                                       |  | $                | 33,014,744



Assuming that the Company owned 80.4% of the outstanding shares
of APFPL as of April 1, 2010, the shareholder’s funds have been allocated between Non-controlling interest and other
elements as set forth below:-



|                                                   |  | (Amounts in USD) |           
|-------------------------------------------------- |  | ---------------- | ----------
|Restructuring reserve                              |  | $                | 9,398,927 
|Reserve available for sale financial assets        |  |                  | (9,522    
|Currency translation reserve                       |  |                  | 2,633,443 
|Actuarial gain/(loss) reserve                      |  |                  | (13,236   
|Retained earning                                   |  |                  | 14,534,242
|Equity attributable to Shareholders of the Company |  |                  | 26,543,854
|Non-controlling interest                           |  |                  | 6,470,890 
|Total                                              |  | $                | 33,014,744





F-9







On October 15, 2012, the Company completed its initial
public offering of 9,000,000 ordinary shares of face value of $0.001 at a premium of $9.999 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 have been reduced from equity and other expenses amounting to approximately
$1.8 million are recorded in the consolidated income statement.



Out of the net proceeds of $81 million, the Company has utilized
$52 million towards repayment of working capital debt, $25 million has been retained for the development of a new processing facility
and the balance is retained by ANFI to fund its future operating expenses.



4. Standards issued but not yet effective



Summarized in the paragraphs below are standards, interpretations
or amendments that have been issued prior to the date of approval of these consolidated financial statements and will be applicable
for transactions in the Group but are not yet effective. These have not been adopted early by the Group and accordingly, have not
been considered in the preparation of the consolidated financial statements of the Group.



Management anticipates that all of these pronouncements will
be adopted by the Group in the first accounting period beginning after the effective date of each of the pronouncements. Information
on the new standards, interpretations and amendments that are expected to be relevant to the Group's consolidated financial statements
is provided below.



| | · | IFRS 9 Financial Instruments Classification and Measurement
| | - | -----------------------------------------------------------



In November 2009, the IASB issued
IFRS 9 “Financial Instruments: Classification and Measurement” (“IFRS 9”). This standard introduces certain
new requirements for classifying and measuring financial assets and liabilities and divides all financial assets that are currently
in the scope of IAS 39 into two classifications, those measured at amortized cost and those measured at fair value. In October 2010,
the IASB issued a revised version of IFRS 9, “Financial Instruments” (“IFRS 9 R”). The revised standard
adds guidance on the classification and measurement of financial liabilities. IFRS 9 R requires entities with financial liabilities
designated at fair value through profit or loss to recognize changes in the fair value due to changes in the liability’s
credit risk in other comprehensive income. However, if recognizing these changes in other comprehensive income creates an accounting
mismatch, an entity would present the entire change in fair value within profit or loss. There is no subsequent recycling of the
amounts recorded in other comprehensive income to profit or loss, but accumulated gains or losses may be transferred within equity.



IFRS 9R is effective for fiscal years beginning on or after
January 1, 2015. Earlier application is permitted. The Company is currently evaluating the impact that this new standard will
have on its consolidated financial statements.



| | · | Consolidation Standards
| | - | -----------------------



A package of consolidation standards are effective for annual
periods beginning on or after January 1, 2013. Information on these new standards is presented below. The Company is currently
evaluating the impact that these new standards will have on its consolidated financial statements although these are not expected
to be material.



| | o | IFRS 10 Consolidated Financial Statements
| | - | -----------------------------------------



In May 2011, the IASB issued IFRS 10 “Consolidated
Financial Statements” (“IFRS 10”) which replaces consolidation requirements in IAS 27 “Consolidated and
Separate Financial Statements” and SIC-12 “Consolidation — Special Purpose Entities” and builds on existing
principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated
financial statements of the parent company. This pronouncement is effective for the annual period beginning on or after January 1,
2013 with earlier application permitted so long as this standard is applied together with other four standards as mentioned below:



F-10







IFRS 11 “Joint Arrangements”

IFRS 12 “Disclosure of Interest in Other Entities”

IAS 27 (Revised) “Separate Financial Statements”

IAS 28 (Revised) “Investments in Associates and Joint
Ventures”



The remainder of IAS 27, “Separate Financial Statements”,
now contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates only when an
entity prepares separate financial statements and is therefore not applicable in the Company’s consolidated financial statements.



| | o | IFRS 11 Joint Arrangements
| | - | --------------------------



“Joint Arrangements” (“IFRS 11”), which
replaces IAS 31, “Interests in Joint Ventures” and SIC-13, “Jointly Controlled Entities — Non-monetary
Contributions by Ventures”, requires a single method, known as the equity method, to account for interests in joint operations
and joint ventures. The proportionate consolidation methodto account for joint ventures is no longer permitted to be used. IAS
28, “Investments in Associates and Joint Ventures”, was amended as a consequence of the issuance of IFRS 11. In addition
to prescribing the accounting for investment in associates, it now sets out the requirements for the application of the equity
method when accounting for joint ventures. The application of the equity method has not changed as a result of this amendment.



| | o | IFRS 12 Disclosure of interest in other entities
| | - | ------------------------------------------------



“Disclosure of Interest in Other Entities” is a
new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements,
associates, special purpose vehicles and other off balance sheet vehicles. The standard includes disclosure requirements for entities
covered under IFRS 10 and IFRS 11.



Further, in June 2012, IASB published “Consolidated
Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance” as amendments
to IFRS 10, IFRS 11 and IFRS 12. These amendments are intended to provide additional transition relief by limiting the requirement
to provide adjusted comparative information to only the preceding comparative period.



The Company will be adopting IFRS 10, IFRS 11 and IFRS
12 for the reporting period beginning effective April 1, 2013. The Company is currently evaluating the impact of the above
pronouncements on the Company’s consolidated financial statements.



| | · | IAS 1 “Presentation of Financial Statements” (“IAS 1 (Amended)”)
| | - | ----------------------------------------------------------------



The IASB published amendments to IAS 1 “Presentation of
Financial Statements” (“IAS 1(Amended)”) in June 2011. Amendments to IAS 1 require companies preparing financial
statements in accordance with IFRS to group items within other comprehensive income that may be reclassified to the profit or loss
separately from those items which would not be recyclable in the profit or loss section of the statement of income. It also requires
the tax associated with items presented before tax to be shown separately for each of the two groups of other comprehensive income
items (without changing the option to present items of other comprehensive income either before tax or net of tax).



The amendments also reaffirm existing requirements that items
in other comprehensive income and profit or loss should be presented as either a single statement or two consecutive statements.
This amendment is applicable to annual periods beginning on or after July 1, 2012, with early adoption permitted. The Company is
required to adopt IAS 1 (Amended) by the accounting year commencing April 1, 2013.



The Company is currently evaluating the requirements of IAS
1 (Amended) and does not believe that the adoption of IAS 1 (Amended) will have a material effect on its consolidated financial
statements.



F-11







| | · | IFRS 7 “Financial Instruments: Disclosure”
| | - | ------------------------------------------



In December 2011, the IASB amended the accounting requirements
and disclosures related to offsetting of financial assets and financial liabilities by issuing an amendment to IAS 32 “Financial
Instruments: Presentation” (“IAS 32”) and IFRS 7 “Financial Instruments: Disclosure” (“IFRS
7”).



The amendment to IFRS 7 requires companies to disclose information
about rights of offset and related arrangements for financial instruments under an enforceable master netting agreement or similar
arrangement. The new disclosure requirements are effective for interim or annual periods beginning on or after January 1, 2013.
It requires retrospective application for comparative periods.



The IASB has amended IAS 32 to clarify the meaning of ‘‘currently
has a legally enforceable right of set off’’ and ‘‘simultaneous realization and settlement’’.
The amendment clarifies that in order to result in an offset of a financial asset and financial liability, a right to set off must
be available today rather than being contingent on a future event and must be exercisable by any of the counterparties, both in
the normal course of business and in the event of default, insolvency or bankruptcy. The amendments also clarify that the determination
of whether the rights meet the legally enforceable criteria will depend on both the contractual terms entered into between the
counterparties as well as the law governing the contract and the bankruptcy process in the event of bankruptcy or insolvency. The
amendments are effective for annual periods beginning on or after January 1, 2014 and are required to be applied retrospectively
for comparative periods.



The Company is currently evaluating the requirements of above
amendments to IAS 32 and IFRS 7, and does not believe that the adoption of these standards will have a material effect on its consolidated
financial statements.



| | · | IFRS 13 Fair Value Measurement
| | - | ------------------------------



In May, 2011, the IASB issued IFRS 13 “Fair Value Measurements”
(“IFRS 13”). IFRS 13 defines fair value, provides a single IFRS framework for measuring fair value and requires disclosure
about fair value measurements. IFRS 13 is effective for annual periods beginning on or after January 1, 2013, with earlier
application permitted. The Company is currently evaluating the impact that this new standard will have on its consolidated financial
statements.



| | · | Amendments to IAS 19Employee Benefits
| | - | -------------------------------------



The amendments to IAS 19 include a number of targeted improvements
throughout the Standard. The main changes relate to defined benefit plans. They:



| | • | eliminate the "corridor method," requiring
entities to recognize all gains and losses arising in the reporting period;
| | - | ----------------------------------------------------------------------------------------------------------------------



| | • | streamline the presentation of changes in plan assets and liabilities; and
| | - | --------------------------------------------------------------------------



| | • | enhance the disclosure requirements, including information about the characteristics of defined benefit plans and the risks
that entities are exposed to through participation in them.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The amended version of IAS 19 is effective for financial
years beginning on or after January 1, 2013 and will apply retrospectively. Management does not expect the impact of this
amendment to be significant.





5.     Summary of significant
accounting policies



5.1. Overall considerations



The consolidated financial statements have been prepared on
a going concern basis. The significant accounting policies that have been used in the preparation of these consolidated financial
statements are summarized below.



F-12







5.2. Basis of consolidation



The Group's consolidated financial statements include financial
statements of Amira Nature Foods Ltd, Mauritius and all of its subsidiaries for the years ended March 31, 2013 and 2012. Subsidiaries
are all entities over which the Group has the power to control the financial and operating policies. ANFI obtains and exercises
control through more than half of the voting rights or by the power to govern the financial and operating policies of the entity.



All transactions between group companies including unrealized
gains and losses are eliminated to ensure consistency with accounting standards on consolidation. Amounts reported in the financial
statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the
Group.



Subsidiary entities considered for consolidation are as follows:



|Name of the Entity               |  | Date of Incorporation |  | Country of Incorporation |  | Group Shareholding(%) |      |   | Parent Company
|-------------------------------- |  | --------------------- |  | ------------------------ |  | --------------------- | ---- | - | --------------
|                                 |  |                       |  |                          |  |                       |      |   |               
|Amira Nature Foods Ltd           |  | August 16, 2012       |  | Mauritius                |  |                       | 100  | % |               
|                                 |  |                       |  |                          |  |                       |      |   |               
|Amira Pure Foods Private Limited |  | December 20, 1993     |  | India                    |  |                       | 80.4 | % |               
|                                 |  |                       |  |                          |  |                       |      |   |               
|Amira Food PTE Limited           |  | September 25, 2007    |  | Singapore                |  |                       | 100  | % |               
|                                 |  |                       |  |                          |  |                       |      |   |               
|Amira I Grand Foods Inc.         |  | October 16, 2008      |  | United States            |  |                       | 100  | % |               
|                                 |  |                       |  |                          |  |                       |      |   |               
|Amira C Foods International DMCC |  | October 21, 2009      |  | United Arab Emirates     |  |                       | 100  | % |               
|                                 |  |                       |  |                          |  |                       |      |   |               
|Amira Foods (Malaysia) SDN. BHD. |  | May 23, 2008          |  | Malaysia                 |  |                       | 100  | % |               
|                                 |  |                       |  |                          |  |                       |      |   |               
|Amira G Foods Limited            |  | April 1, 2011         |  | United Kingdom           |  |                       | 100  | % |               
|                                 |  |                       |  |                          |  |                       |      |   |               
|Amira Ten Nigeria Limited        |  | May 7, 2012           |  | Nigeria                  |  |                       | 100  | % |               





5.3. Foreign currency translation



The consolidated financial statements are presented in U.S.
Dollars. The functional currency of each entity has been determined on the basis of primary economic environment in which each
entity of the Group operates.



A currency other than the functional currency of entities within
the Group is a foreign currency. Foreign currency transactions are translated into the functional currency of the respective Group
entity, using the exchange rates prevailing at the dates of the applicable transactions. Monetary assets and liabilities denominated
in foreign currencies are translated at the rate of exchange prevailing at the statement of financial position date. 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 income statements. Non-monetary items measured at historical cost are translated using
the exchange rates at the date of the applicable transaction.



In the Group's consolidated financial statements, all assets,
liabilities and transactions of Group entities with a functional currency other than U.S. Dollars are translated into U.S. Dollars
upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting periods.



On consolidation, assets and liabilities have been translated
into U.S. Dollars at the closing rate at the statement of financial position date. Income and expenses have been translated into
the Group's presentation currency at the average rate over the reporting period. Exchange differences are recognized in the "Currency
Translation Reserve" in equity.



F-13







5.4. Revenue



Revenue is recognized to the extent that it is probable that
economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of consideration
received, excluding discounts, rebates, and taxes. The following specific revenue recognition criteria are also met before revenue
is recognized.



Sale of goods



Revenue from sale of goods is recognized when the significant
risks and rewards of ownership of goods have passed to the buyer, usually on delivery of goods.



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.



5.5. Inventory



Inventory is valued at the lower of cost and net realizable
value. Net realizable value is the estimated selling price in the ordinary course of business less estimated cost of completion
and selling expenses.



Raw materials, stores and spares, packaging materials and
purchased finished goods



Cost comprises purchase price, expenses incurred to bring inventory
to its present location and related taxes net of tax credit available, if any, and includes storage cost and interest, for materials
which are required to be stored for a substantial period of time for natural ageing process. Cost of closing inventory is determined
on a first in first out basis.



Manufactured finished goods and work in progress



Cost includes direct materials and manufacturing expenses incurred
to bring inventories to their present location and condition. Cost of closing inventory includes interest, as rice is required
to be stored for a substantial period of time for natural ageing process.



5.6. Intangible assets



The intangible assets of the Group consist of trademarks and
software licenses. Intangible assets are stated at cost of acquisition, less accumulated amortization and impairments, if any.



Intangibles are capitalized as and when the expenditure is made
in connection with the same and are amortized on a straight line basis over their estimated useful lives. Residual values and useful
lives of intangible assets are reviewed at each reporting date.



Management's estimate of the useful life of trademarks and software
licenses is 10 and 3 years, respectively.



5.7. Property, plant and equipment



Property, plant and equipment are stated at cost of acquisition
less accumulated depreciation and accumulated impairment provisions, if any.



An item of property, plant and equipment is derecognized upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition
of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included
in the consolidated income statements within "Other Income" in the year the asset is derecognized.



The assets residual values, useful lives and methods are reviewed
by management, and adjusted if appropriate, at each reporting date.



F-14







Property, plant and equipment are depreciated
using the straight line method over the useful life of asset as estimated by management. The useful lives estimated by management
are as follows:



|Building               | 25 years  
|---------------------- | ----------
|Plant and machinery    | 3-20 years
|Office and equipment   | 3-6 years 
|Furniture and fixtures | 5-6 years 
|Vehicles               | 5 years   



5.8. Leases



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



5.9. Impairment testing of intangible assets and property,
plant and equipment



For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are largely independent cash inflows (cash-generating units). As a result, some assets are
tested individually for impairment and some are tested at the cash-generating unit level.



All individual assets or cash-generating units are reviewed
at each reporting date to determine whether there is any indication that those assets or units have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset or unit is estimated in order to determine the extent of the
impairment loss, if any.



An impairment loss is recognized for the amount by which the
asset's or cash-generating unit's carrying amount exceeds its recoverable amount. 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.



An impairment loss is recognized as an expense in the consolidated
income statements. Where 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.



5.10. Debt costs



Debt costs primarily comprises interest on the Group's debt.
Debt costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the
period of time that is necessary to complete and prepare the asset for its intended use or sale. Other debt costs are expensed
in the period in which they are incurred and reported in "Finance Costs".



5.11. Financial assets and financial liabilities



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



Financial assets are derecognized when
the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks
and rewards are transferred.



A financial liability is derecognized when
it is extinguished, discharged, cancelled or expires.



F-15









Financial assets and financial liabilities
are measured initially at fair value plus transactions costs, except for financial assets and financial liabilities carried at
fair value through profit or loss, which are measured initially at fair value. The value of interest free financial assets and
financial liabilities with short term maturities are not discounted at initial recognition if the impact is not material.



Financial assets and financial liabilities
are measured subsequently as described below.



Financial assets



For the purpose of subsequent measurement, the Group’s
financial assets are classified into the loans and receivables, fair value through profit or loss and available for sales upon
initial recognition:



The category determines subsequent measurement and whether any
resulting income and expense is recognized in profit or loss or in consolidated statement of other comprehensive income.



All financial assets except for those measured at fair value
through profit or loss are subject to review for impairment at least at each date of statement of financial position. Financial
assets are impaired when there is objective evidence that a financial asset or a group of financial assets is impaired. Different
criteria to determine impairment are applied for each category of financial assets, which are described below.



Loans and receivables



Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active market. After initial recognition these are measured at amortized
cost using the effective interest method, less provision for impairment. The Group's cash and cash equivalents and trade and other
receivables fall into this category of financial instruments.



Financial assets at fair value through profit and loss (FVTPL)



Financial assets at FVTPL include financial assets that are
either classified as held for trading if acquired principally for the purpose of selling in the short term or that meet certain
conditions and are designated at FVTPL upon initial recognition. All derivative financial instruments fall into this category,
except for those designated and effective as hedging instruments, for which the hedge accounting requirements apply. Assets in
this category are measured at fair value with gains or losses recognized in profit or loss. The fair values of financial assets
in this category are determined by reference to active market transactions or using a valuation technique where no active market
exists.



Available for sale financial assets



Available for sale financial assets are non-derivative financial
assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial
assets. The Group's available for sale financial assets include investments in listed securities and mutual funds.



Available for sale financial assets are measured at fair value.
Gains and losses are recognized in the consolidated statements of other comprehensive 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 statements of other comprehensive income is reclassified from the equity reserve to consolidated income statements
and presented as a reclassification adjustment within the consolidated statements of other comprehensive income.



Financial liabilities



The Group's financial liabilities include borrowings, trade
and other payables and derivative financial instruments. Financial liabilities are measured subsequently at amortized cost using
the effective interest method except for derivative financial liabilities. Derivative financial liabilities are designated under
the category of fair value through profit or loss and are carried subsequently at fair value with gains or losses recognized in
profit or loss in consolidated income statements except for those designated and effective as hedging instruments, for which the
hedge accounting requirements apply.



All income and expenses relating to financial assets that are
recognized in profit or loss in consolidated income statements are presented within '‘finance
costs‘‘, '‘finance income‘' or ‘‘other financial items‘’.





F-16







5.12. Cash flow hedges



Changes in fair value of the derivative hedging instruments
designated as a cash flow hedge are recognized in consolidated statements of other comprehensive income and held in cash flow hedge
reserve to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized
in profit or loss in consolidated income statements. If the hedging instrument no longer meets the criteria for hedge accounting,
expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously
recognized in the cash flow hedge reserve is transferred to profit or loss in consolidated income statements 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 profit or loss in consolidated income statements.



5.13. Share Based Payment



The grant date fair value of share-based payment awards granted
to employees is recognized as personnel expense, with a corresponding increase in equity, over the period that the employees unconditionally
become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related
service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense 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 payment transaction is presented in “Share based compensation reserve”.



The share options granted by the Group to its employees have
been valued indirectly with respect to the fair values of the equity instruments granted, using the Black Scholes valuation model.



5.14.    Income taxes



Income tax comprises current tax and deferred
tax. Income tax is recognized in the consolidated income statement except where it relates to items that are recognized in the
consolidated statements of other comprehensive income or directly in equity in which case the related income tax is recognized
in consolidated statements of other comprehensive income or equity, respectively. The basis for computation of current tax and
deferred tax is explained below:-



Current tax



Calculation of current tax is based on tax rates applicable
for the respective years in respective tax jurisdictions. Current income tax assets and/or 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 income statements.



Deferred tax



Deferred income taxes are calculated, without discounting, using
the balance sheet liability 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, joint ventures and associates,
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.



Deferred tax liabilities are provided for in full. Deferred
tax assets are recognized to the extent that it is probable that they will be able to be utilized 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.



F-17







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



5.15.    Cash and cash equivalents



Cash and cash equivalents comprises cash on hand, in current
accounts and deposit accounts with an original maturity of three months or less that are readily convertible into known amounts
of cash and which are subject to an insignificant risk of changes in value.



5.16.    Equity



Share capital and share premium



Share capital represents the nominal value of shares that have
been issued and the excess amount received on issue of share capital is classified as share premium. Any transaction costs associated
with the issuing of shares are deducted from share premium, net of any related income tax benefits.



Retained earnings



Retained earnings comprises undistributed profit after tax of
current and prior period





Other components of equity



Other component of equity consists of following:-



Reserve available for sale financial assets



The reserve available for sale financial assets created by ANFI
represents the unrealized changes in the fair value of securities classified as available for sale financial assets.



Currency translation reserve



Translation differences arising on translation of foreign operations
are recognized in consolidated statements of other comprehensive income and included in a separate "currency translation reserve"
within equity.



Cash flow hedging reserve:-



Changes in the fair value of the derivative hedging instruments
designated as a cash flow hedge are transferred to cash flow hedging reserve to the extent the hedges are effective.



Actuarial gain/(loss) reserve:-



Actuarial gains and losses recognized on defined benefits are
transferred to Actuarial gain/(loss) reserve.



5.17.    Post-employment benefits,
short term and long term employee benefits and employee costs



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



Defined contribution plan



A defined contribution plan is a plan under which the Group
pays fixed contributions into an independent fund administered by the government. The Group has no legal or constructive obligations
to pay further contributions after its payment of the fixed contribution. The Group's defined contribution plans include contribution
to a fund administered by the Indian government called the Provident Fund. The contributions recognised 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.



F-18







Defined benefit plan



The defined benefit plans sponsored by the Group define the
amount of the benefit that an employee will receive on completion of services by reference to 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 less the
fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs.



Management estimates the present value of the DBO annually through
valuations by an independent actuary using the projected unit credit method. 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.



Short term employee benefits



Short term benefits comprises employee costs such as salaries,
bonuses, and paid annual leave and sick leave are accrued in the year in which the associated services are rendered by employees
of the Group.



The liability in respect of compensated absences becoming due
or expected to be availed within one year from the reporting date are considered as short term benefits and are recognized at the
undiscounted amount of estimated value of benefit expected to be availed by the Group’s employees.



5.18.    Provisions and, contingent
liabilities



Provisions



Provisions are recognized when present obligations as a result
of a past event will probably lead to an outflow of economic resources from the Group 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 estimate.



Contingent Liabilities



Where the possible outflow of economic resources as a result
of present obligations is considered improbable or where the amount of the obligation cannot be determined reliably, no liability
is recognized.



5.19.    Government Grant



The Group receives non-monetary government grants in the form
of licenses to import goods without payment of import duty. Such grants are measured at fair value and are recognized when there
is reasonable assurance that:



F-19







| | (a) | The entity will comply with the conditions attaching to them; and
| | --- | -----------------------------------------------------------------



(b)The grants will be received.



Income from such grants is recorded under the heading "Other
Income in the Consolidated Statements".



5.20.    Estimation uncertainty



When preparing the consolidated financial statements, management
undertakes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and
expenses. The actual results may differ from the judgments, estimates and assumptions made by management, and be materially different
from the estimated results. Information about significant judgments, estimates and assumptions that have the most significant effect
on recognition and measurement of assets, liabilities, income and expenses are discussed below.



Significant Management Judgment



| | i. | Determination of functional currency of individual entities
| | -- | -----------------------------------------------------------



Following the guidance under IAS 21, the effects of
changes in foreign exchange rates, the functional currency of each individual entity is determined to be the currency of the
primary economic environment in which the entity operates. Management considers that the each individual entity's functional currency
reflects the transactions, events and conditions under which the entity conducts its business.



| | ii. | Deferred tax assets
| | --- | -------------------



The assessment of the probability of future taxable income in
which deferred tax assets can be utilized is based on the Group's expected future tax liability, which is adjusted for significant
non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. The tax rules in the jurisdictions
in which the Group operates are also carefully taken into consideration. If a positive forecast of taxable income indicates the
probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually
recognized in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties
is assessed individually by management based on the specific facts and circumstances.



| | iii. | Contingent liabilities
| | ---- | ----------------------



Management exercises judgment in assessing its probability of
such cases resulting in outflow of resources. Based on its assessment, management has recorded a liability in the financial statements
where it believes it is probable that there will be future outflow of resources in respect of the pending contingency. Where the
outflow is considered as possible but not probable or it is not possible to reasonably estimate amounts and timing of the outflow,
the contingency involved is disclosed in the financial statements.



| | iv. | Inventories
| | --- | -----------



The Group has elected the accounting policy choice of capitalizing
debt cost as raw material and finished goods are stored for substantial period of time.



IAS 23 Borrowing Cost allows (but does not mandate)
the Group to apply IAS 23 on inventory produced in large quantity on repetitive basis. Management believes it is more appropriate
to apply IAS 23 to the valuation of paddy and rice inventory that is stored for a substantial period of time for natural ageing
process needed for desired level of quality.



Estimates



| | i. | Impairment of assets
| | -- | --------------------



F-20







An impairment loss is recognized for the amount by which the
asset's or cash-generating unit's carrying amount exceeds its recoverable amount. To determine the recoverable amount, management
estimates expected future cash flows from each cash-generating unit and determines a suitable interest rate in order to calculate
the present value of those cash flows. In the process of measuring expected future cash flows management makes assumptions about
future gross profits. These assumptions relate to future events and circumstances. In most cases, determining the applicable discount
rate involves estimating the appropriate adjustment to market risk and the appropriate adjustment to asset-specific risk factors.



| | ii. | Useful lives of depreciable assets
| | --- | ----------------------------------



Management reviews the useful lives of depreciable assets at
each reporting date based on the expected utility of the assets to the Group. Actual results, however, may vary due to technical
obsolescence, particularly relating to plant and machinery equipment.



| | iii. | Defined benefit liability
| | ---- | -------------------------



Management estimates the defined benefit liability annually
through valuations by an independent actuary; however, the actual outcome may vary due to estimation uncertainties. It also takes
into account the Group's specific anticipation of future salary increases. Discount factors are determined close to each year-end
by reference to high quality corporate/government bonds that are denominated in the currency in which the benefits will be paid
and that have terms to maturity approximating to the terms of the related defined benefit liability. Estimation uncertainties exist
with regard to anticipation of future salary increases which may vary significantly in future appraisals of the Group's defined
benefit obligations.



| | iv. | Fair value of financial instruments
| | --- | -----------------------------------



Management applies valuation techniques to determine the fair
value of financial instruments where active market quotes are not available. This requires management to develop estimates and
assumptions based on market inputs, using observable data that market participants would use in pricing the instrument. Where such
data is not observable, management uses its best estimate.



| | v. | Share-based payment
| | -- | -------------------



The share options granted by the Group to its employees
have been valued indirectly with respect to the fair values of the equity instruments granted, using the Black Scholes valuation
model. In valuing the share options, management is required to estimate the inputs made to the Black Scholes model. These inputs
include, inter alia, fair value of the shares of the Company at the measurement date, volatility of shares, risk free rate of return,
dividend yield and expected life of the option.



6.     Intangible assets



The Group's intangible assets consist of trademarks and software
licenses. The carrying amounts are as follows:



|                                   |  | Trademarks |         |   | Software |   |         | Total | 
|---------------------------------- |  | ---------- | ------- | - | -------- | - | ------- | ----- | 
|Cost                               |  |            |         |   |          |   |         |       | 
|Balance as at April 01, 2011       |  | $          | 490,541 |   |          | $ | -       |       | 
|- Additions                        |  |            | 51,745  |   |          |   | -       |       | 
|- Translation adjustment           |  |            | (66,730 | ) |          |   | -       |       | 
|Balance as at March 31, 2012       |  | $          | 475,556 |   |          | $ | -       |       | 
|- Additions                        |  |            | 200,112 |   |          |   | 134,681 |       | 
|- Translation adjustment           |  |            | (19,794 | ) |          |   | -       |       | 
|Balance as at March 31, 2013       |  | $          | 655,874 |   |          | $ | 134,681 |       | 
|Depreciation and impairment        |  |            |         |   |          |   |         |       | 
|Balance as at April 01, 2011       |  | $          | 80,431  |   |          | $ | -       |       | 
|- Depreciation charge for the year |  |            | 47,035  |   |          |   | -       |       | 
|- Translation adjustment           |  |            | (12,488 | ) |          |   | -       |       | 
|Balance as at March 31, 2012       |  | $          | 114,978 |   |          | $ | -       |       | 
|- Depreciation charge for the year |  |            | 59,030  |   |          |   | 13,467  |       | 
|- Translation adjustment           |  |            | (4,791  | ) |          |   | -       |       | 
|Balance as at March 31, 2013       |  | $          | 169,217 |   |          | $ | 13,467  |       | 
|Carrying Value                     |  |            |         |   |          |   |         |       | 
|At March 31, 2011                  |  | $          | 410,110 |   |          | $ | -       |       | 
|At March 31, 2012                  |  | $          | 360,578 |   |          | $ | -       |       | 
|At March 31, 2013                  |  | $          | 486,657 |   |          | $ | 121,214 |       | 





F-21







7.     Property, plant and equipment



The Group's property, plant and equipment comprises land, building,
plant and machineries, furniture and fixtures, office equipment and vehicles. The carrying amounts are analyzed as follows:



|                                   |  | Building |           |   | Freehold Land |   |           | Plant and machineries |  |   | Furniture and fixtures |   |  | Office equipment |         |   | Vehicles |   |          | Total | 
|---------------------------------- |  | -------- | --------- | - | ------------- | - | --------- | --------------------- |  | - | ---------------------- | - |  | ---------------- | ------- | - | -------- | - | -------- | ----- | 
|Cost                               |  |          |           |   |               |   |           |                       |  |   |                        |   |  |                  |         |   |          |   |          |       | 
|Balance as at April 01, 2011       |  | $        | 4,042,823 |   |               | $ | 4,281,138 |                       |  | $ | 27,488,264             |   |  | $                | 381,662 |   |          | $ | 727,846  |       | 
|- Additions                        |  |          | 75,139    |   |               |   | -         |                       |  |   | 143,745                |   |  |                  | 74,261  |   |          |   | 81,752   |       | 
|- Disposals                        |  |          | -         |   |               |   | -         |                       |  |   | (19,552                | ) |  |                  | -       |   |          |   | (691     | )     | 
|- Translation adjustment           |  |          | (541,095  | ) |               |   | (526,376  | )                     |  |   | (3,365,135             | ) |  |                  | (54,482 | ) |          |   | (148,839 | )     | 
|Balance as at March 31, 2012       |  | $        | 3,576,867 |   |               | $ | 3,754,762 |                       |  | $ | 24,247,322             |   |  | $                | 401,441 |   |          | $ | 660,068  |       | 
|- Additions                        |  |          | 808,886   |   |               |   | 58,497    |                       |  |   | 370,687                |   |  |                  | 106,393 |   |          |   | 128,542  |       | 
|- Disposals                        |  |          | (293,727  | ) |               |   | -         |                       |  |   | (354,573               | ) |  |                  | -       |   |          |   | (3,476   | )     | 
|- Translation adjustment           |  |          | (133,741  | ) |               |   | (156,448  | )                     |  |   | (1,011,400             | ) |  |                  | (23,174 | ) |          |   | (34,700  | )     | 
|Balance as at March 31, 2013       |  | $        | 3,958,285 |   |               | $ | 3,656,811 |                       |  | $ | 23,252,036             |   |  | $                | 484,660 |   |          | $ | 750,434  |       | 
|Depreciation and impairment        |  |          |           |   |               |   |           |                       |  |   |                        |   |  |                  |         |   |          |   |          |       | 
|Balance as at April 01, 2011       |  | $        | 1,127,742 |   |               |   | -         |                       |  | $ | 5,016,436              |   |  | $                | 219,787 |   |          | $ | 581,492  |       | 
|- Depreciation charge for the year |  |          | 152,625   |   |               |   | -         |                       |  |   | 1,525,288              |   |  |                  | 65,624  |   |          |   | 80,833   |       | 
|- Disposals                        |  |          | -         |   |               |   | -         |                       |  |   | (19,552                | ) |  |                  | -       |   |          |   | (114     | )     | 
|- Translation adjustment           |  |          | (156,016  | ) |               |   | -         |                       |  |   | (753,142               | ) |  |                  | (32,862 | ) |          |   | (85,513  | )     | 
|Balance as at March 31, 2012       |  | $        | 1,124,351 |   |               | $ | -         |                       |  | $ | 5,769,030              |   |  | $                | 252,549 |   |          | $ | 576,698  |       | 
|- Depreciation charge for the year |  |          | 156,758   |   |               |   | -         |                       |  |   | 1,385,034              |   |  |                  | 72,926  |   |          |   | 93,763   |       | 
|- Disposals                        |  |          | -         |   |               |   | -         |                       |  |   | -                      |   |  |                  | -       |   |          |   | (2,434   | )     | 
|- Translation adjustment           |  |          | (46,848   | ) |               |   | -         |                       |  |   | (240,160               | ) |  |                  | (10,417 | ) |          |   | (37,068  | )     | 
|Balance as at March 31, 2013       |  | $        | 1,234,261 |   |               | $ | -         |                       |  | $ | 6,913,904              |   |  | $                | 315,058 |   |          | $ | 630,959  |       | 
|Carrying Value                     |  |          |           |   |               |   |           |                       |  |   |                        |   |  |                  |         |   |          |   |          |       | 
|At March 31, 2011                  |  | $        | 2,915,081 |   |               | $ | 4,281,138 |                       |  | $ | 22,471,828             |   |  | $                | 161,875 |   |          | $ | 146,354  |       | 
|At March 31, 2012                  |  | $        | 2,452,516 |   |               | $ | 3,754,762 |                       |  | $ | 18,478,292             |   |  | $                | 148,892 |   |          | $ | 83,370   |       | 
|At March 31, 2013                  |  | $        | 2,724,024 |   |               | $ | 3,656,811 |                       |  | $ | 16,338,132             |   |  | $                | 169,602 |   |          | $ | 119,475  |       | 



Plant and machineries includes capital work in progress amounting
to $139,376 and $88,021 as of March 31, 2013 and 2012, respectively, Building includes capital work in progress amounting
to $3,908 and Nil as of March 31, 2013 and 2012, respectively.



Capital commitments for each of the two years have been summarized
in Note 28.



8.     Other long term assets



Other long term financial assets comprises the following:

|                  |  | March 31, 2013 |         |  | March 31, 2012 |  
|----------------- |  | -------------- | ------- |  | -------------- | -
|Security deposits |  | $              | 87,202  |  |                | $
|Term deposits     |  |                | 343,537 |  |                |  
|Total             |  | $              | 430,739 |  |                | $



F-22







Security deposits



Security deposits primarily include refundable interest free
deposit placed with electricity boards. These do not have precise maturity dates but are expected not to mature in a short period
of time. In the absence of fixed maturity dates, they are not discounted at fair value at the time of initial recognition. Also
management does not expect the impact of discounting and subsequent amortization to be material.



Term deposits



Term deposits represent deposits with banks along with corresponding
interest accrued that has been pledged with banks against performance guarantees provided to customers for sales and issue of letter
of credit for purchases to meet contractual obligations towards other parties.



9.     Inventories



Inventories comprises the following:

|                          |  | March 31, 2013 |             |  | March 31, 2012 |  
|------------------------- |  | -------------- | ----------- |  | -------------- | -
|Raw materials             |  | $              | 29,603,402  |  |                | $
|Finished goods            |  |                | 150,702,195 |  |                |  
|Stores, spares and others |  |                | 1,154,202   |  |                |  
|Total                     |  | $              | 181,459,799 |  |                | $



No inventory write downs or reversals are recognized in the
periods reported above.



Debt cost has been included in the cost of inventory using weighted
average interest rate 13.59% and 14.02% for the years ended March 31, 2013 and 2012, respectively.



Debt costs capitalized for inventory during the years ended
March 31, 2013 and 2012 were $11,807,670 and $13,014,022, respectively.



10.   Trade receivables



Trade receivables comprises the following:

|                                           |  | March 31, 2013 |            |   | March 31, 2012 |  
|------------------------------------------ |  | -------------- | ---------- | - | -------------- | -
|Gross value                                |  | $              | 66,897,282 |   |                | $
|Less: Provision for bad and doubtful debts |  |                | (104,848   | ) |                |  
|Net trade receivables                      |  | $              | 66,792,434 |   |                | $



All of the Group's trade receivables have been reviewed for
indicators of impairment. No trade receivable was found to be impaired and accordingly no additional provision for bad and doubtful
debt has been recorded in the year ended March 31, 2013. An analysis of net unimpaired trade receivables that are past due
is given in Note 32.



11.   Prepayments



Prepayments comprises the following:

|                     |  | March 31, 2013 |           |  | March 31, 2012 |  
|-------------------- |  | -------------- | --------- |  | -------------- | -
|Prepaid expenses     |  | $              | 493,621   |  |                | $
|Advance to suppliers |  |                | 7,893,235 |  |                |  
|Total                |  | $              | 8,386,856 |  |                | $



F-23







12.   Other current assets



Other current assets comprises the following:



|                            |  | March 31, 2013 |            |  | March 31, 2012 |  
|--------------------------- |  | -------------- | ---------- |  | -------------- | -
|Security deposits           |  | $              | 1,365,174  |  |                | $
|Advances to employees       |  |                | 75,077     |  |                |  
|Term deposits               |  |                | 7,761,701  |  |                |  
|Input tax credit receivable |  |                | 739,117    |  |                |  
|Other receivables           |  |                | 914,981    |  |                |  
|Total                       |  | $              | 10,856,050 |  |                | $



Security deposits primarily comprises deposits placed with customers
being global public sector organizations. Such deposits were given as part of contracts between the Company and such organizations.



Term deposits represent deposits with banks, along with corresponding
interest accrued, that have been pledged with banks against performance guarantees issued to customers and for debt from bank.



13.   Cash and cash equivalents



Cash and cash equivalents comprises the following:

|                                        |  | March 31, 2013 |            |  | March 31, 2012 |  
|--------------------------------------- |  | -------------- | ---------- |  | -------------- | -
|Cash in hand                            |  | $              | 83,730     |  |                | $
|Cash in current accounts                |  |                | 7,426,608  |  |                |  
|Deposit accounts for less than 3 months |  |                | 25,760,000 |  |                |  
|Funds in transit                        |  |                | -          |  |                |  
|Total                                   |  | $              | 33,270,338 |  |                | $



14.   Equity



14.1. Share capital



ANFI was incorporated on February 20, 2012 with unlimited
authorized share capital and an issued share capital of $100 by issuing 100 shares for $1 per share. Thereafter, on May 24,
2012, a 1000 for 1 share split was made increasing the number of shares to 100,000 with nominal value of $0.001 per share. The
Company further made a 196.6 for 1 share split on October 15, 2012 thereby increasing the total number of shares to 19,660,000.
As explained in Note 24, earnings per share of the comparative period, is computed as if 19,660,000 shares were outstanding as
of April 1, 2012.



Shares issued and authorized are summarized as follows:



|Shares issued and fully paid:                                                                       |  | No. of Shares |           
|--------------------------------------------------------------------------------------------------- |  | ------------- | ----------
|Balance as at April 1, 2012 (consequent to share split as explained above)                          |  |               | 19,660,000
|Fresh Shares issued during the year                                                                 |  |               | 9,000,000 
|Shares issued under share based payment plan (refer Note 16)                                        |  |               | 11,000    
|Total Shares issued and fully paid:                                                                 |  |               | 28,671,000
|Shares Issuable Pursuant to exchange agreement*                                                     |  |               | 7,005,434 
|Shares authorized for share based payment (Net of shares already issued to directors in the period) |  |               | 3,951,826 



* Represents ordinary shares issuable pursuant to an exchange
agreement with the NCI shareholders in APFPL, under which these NCI shareholders will have the right, subject to the terms of the
exchange agreement, to exchange all or a portion of equity shares in APFPL for ordinary shares of ANFI.



F-24







14.2. Share premium



Proceeds received in addition to the nominal value of the shares
issued have been included in share premium net of share issue expenses of $7,351,234.



15. Share issue expenses



Share issue expenses directly incurred in relation to issue
of new shares are treated as reduction of the equity. Common costs relating to issue of new equity and listing of the Company’s
existing shares are allocated in ratio of existing shares and new shares issued on IPO. Based on this allocation, the amount pertaining
to existing shares is charged to the consolidated income statements and the amount pertaining to new shares issued is treated as
reduction of the equity.



Accordingly, $7,351,234 has been treated as reduction of the
offering proceeds and $1,750,082, being part of the common costs, has been charged to the consolidated income statements as IPO
expenses.



16.Share Based Payment



ANFI has adopted and approved the 2012 Omnibus Securities and
Incentive Plan, or 2012 Plan (the “Plan”). The 2012 Plan has become effective (October 10, 2012) and is a comprehensive
incentive compensation plan under which the management can grant equity-based and other incentive awards to officers, employees,
directors and consultants and advisers to ANFI and its subsidiaries.



The Plan is administered by the compensation committee of the
board of directors.



The Plan provides for the granting of Distribution Equivalent
Rights, Incentive Share Options, Non-Qualified Share Options, Performance Share Awards, Performance Unit Awards, Restricted
Share Awards, Restricted Share Unit Awards, Share Appreciation Rights, Tandem Share Appreciation Rights, Unrestricted Share Awards
or any combination of the foregoing, to key management employees and non-employee directors of, and nonemployee consultants of,
ANFI or any of its subsidiaries. However, incentive share options awards are solely for employees of the Group. The Group has reserved
a total of 3,962,826 ordinary shares for issuance as or under awards to be made under the Plan.



The Group has granted 360,257 share options to an employee during
the period ended March 31, 2013, vesting on a monthly basis over a period of 4 years from the grant date, and recorded a cost of
$183,514 for the same period. Also, the Group has granted restricted stock awards having a value of $55,000 each to two of its
directors and recorded a cost of $44,172 for the same period.



The total amount to be expensed over the vesting period is determined
by reference to the fair value of the options granted.



The fair values of options granted were determined using Black
Scholes option pricing model that takes into account factors specific to the share incentive plans along with other external inputs.



The following principal assumptions were used in the valuation:



Expected volatility was determined based on historical market
price of share from listing date to option grant date. The expected option life and average expected period to exercise, is assumed
to be equal to the contractual maturity of the option. Dividend yield is taken as zero as the Group does not intend to pay dividends
in the foreseeable future.  The risk-free rate is the rate associated with a risk-free security.



The fair value of option using Black Scholes model and the inputs
used for the valuation for options that have been granted during the reporting periods are summarized as follows:



|Grant date                                         |  | October 15, 2012 |     
|-------------------------------------------------- |  | ---------------- | ----
|Fair value of the option using Black Scholes model |  | $                | 1.54
|Fair value of shares at grant date                 |  | $                | 8.39
|Exercise price                                     |  | $                | 10  
|Expected volatility                                |  |                  | 15  
|Option life (in years)                             |  |                  | 10  
|Dividend yield                                     |  |                  | 0   
|Risk-free interest rate                            |  |                  | 1.72





F-25









The total outstanding and exercisable share options and weighted
average exercise price during the reporting period is as follows:



|                                          |  | March 31, 2013    |        
|----------------------------------------- |  | ----------------- | -------
|Share options granted to employee         |  | Number of options |        
|Balance at beginning of the year          |  |                   | -      
|Granted during the year                   |  |                   | 360,257
|Forfeited during the year                 |  |                   | -      
|Exercised during the year                 |  |                   | -      
|Balance at end of the year                |  |                   | 360,257
|Vested and exercisable at end of the year |  |                   | 37,526 



17.   Trade and other payables



Trade and other payables comprises the following:



|                                |  | March 31, 2013 |           |  | March 31, 2012 |  
|------------------------------- |  | -------------- | --------- |  | -------------- | -
|Trade payable                   |  |                |           |  |                |  
|- for purchase of goods         |  | $              | 4,516,657 |  |                | $
|                                |  |                |           |  |                |  
|Other current liabilities       |  |                |           |  |                |  
|Expenses payable                |  |                | 1,293,718 |  |                |  
|Statutory dues                  |  |                | 602,761   |  |                |  
|Short term employee dues        |  |                | 492,875   |  |                |  
|Advance received from customers |  |                | 1,759,762 |  |                |  
|Security deposits               |  |                | 93,246    |  |                |  
|Bank overdraft                  |  |                | 1,151,441 |  |                |  
|                                |  | $              | 5,393,803 |  |                | $
|Total trade and other payables  |  | $              | 9,910,460 |  |                | $



18.   Debt



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



| | (a) | Non-current debt
| | --- | ----------------



|                                          |  | March 31, 2013 |            |   | March 31, 2012 |  
|----------------------------------------- |  | -------------- | ---------- | - | -------------- | -
|Term loans                                |  | $              | 6,632,369  |   |                | $
|Vehicle loans                             |  |                | 219,167    |   |                |  
|Total debt                                |  | $              | 6,851,536  |   |                | $
|Less: Amount reclassified to current debt |  |                | (2,020,120 | ) |                |  
|Total Non-current debt                    |  | $              | 4,831,416  |   |                | $



Term loans carry a floating rate of interest and all vehicle
loans carry a fixed rate of interest.



The weighted average interest rates for each of the reporting
periods are as follows:

F-26







|              |  | March 31, 2013 |       |   | March 31, 2012 | 
|------------- |  | -------------- | ----- | - | -------------- | 
|Term loans    |  |                | 12.87 | % |                | 
|Vehicle loans |  |                | 10.73 | % |                | 



| | (b) | Current debt
| | --- | ------------

|                                         |  | March 31, 2013 |             |  | March 31, 2012 |  
|---------------------------------------- |  | -------------- | ----------- |  | -------------- | -
|Working capital debt                     |  | $              | 153,585,290 |  |                | $
|Debt from corporates                     |  |                | -           |  |                |  
|Debt from a related party                |  |                | 1,180,410   |  |                |  
|                                         |  | $              | 154,765,700 |  |                | $
|Add: Amount reclassified to current debt |  |                | 2,020,120   |  |                |  
|Total                                    |  | $              | 156,785,820 |  |                | $



Working capital debt represents credit limits from banks with
renewal period not exceeding one year. The Group's property, plant and equipment and current assets have been hypothecated as collateral
to secure repayment of this debt. These secured revolving credit facilities carry floating rates of interest.



Debt from corporates has been repaid during the fiscal year
2013. These loans were unsecured, without any interest and payable on demand.

Debt from related party comprises debt taken from a director
of the Company that is payable on demand and carries a fixed rate of interest 11% per annum, compounded daily.



The weighted average interest rates for each of the reporting
period for working capital debt and debt from related party are as follows:



|                        |  | March 31, 2013 |       |   | March 31, 2012 | 
|----------------------- |  | -------------- | ----- | - | -------------- | 
|Working Capital Debt    |  |                | 11.39 | % |                | 
|Debt from related party |  |                | 11.60 | % |                | 



19.   Income taxes



19.1. Deferred tax liabilities (net)



Deferred taxes arising from temporary differences are summarized
as follows:



|                                 |  | March 31, 2011 |            |   | Recognized in consolidated statements of other comprehensive income |   |         | Recognized in consolidated income statements |  |   | March 31, 2012 |  
|-------------------------------- |  | -------------- | ---------- | - | ------------------------------------------------------------------- | - | ------- | -------------------------------------------- |  | - | -------------- | -
|Intangible Assets                |  | $              | (34,990    | ) |                                                                     | $ | -       |                                              |  | $ | (10,013        | )
|Property, plant and equipment    |  |                | (2,085,597 | ) |                                                                     |   | -       |                                              |  |   | 90,473         |  
|Employee benefits                |  |                | 69,250     |   |                                                                     |   | (13,221 | )                                            |  |   | 42,896         |  
|Unrealized (loss) on derivatives |  |                | (690,538   | ) |                                                                     |   | -       |                                              |  |   | (222,794       | )
|Available for sale reserve       |  |                | (5,435     | ) |                                                                     |   | 22,686  |                                              |  |   | -              |  
|Inventory                        |  |                | (1,349,866 | ) |                                                                     |   | -       |                                              |  |   | (1,188,208     | )
|Debt                             |  |                | (31,835    | ) |                                                                     |   | -       |                                              |  |   | (5,057         | )
|Others                           |  |                | 176,339    |   |                                                                     |   | -       |                                              |  |   | 6,771          |  
|Total                            |  | $              | (3,952,672 | ) |                                                                     | $ | 9,465   |                                              |  | $ | (1,285,932     | )
|Translation adjustment           |  |                | (221,022   | ) |                                                                     |   | -       |                                              |  |   | -              |  
|Total                            |  | $              | (4,173,694 | ) |                                                                     | $ | 9,465   |                                              |  | $ | (1,285,932     | )



F-27







|                                 |  | March 31, 2012 |            |   | Recognized in consolidated statements of other comprehensive income |   |         | Recognized in consolidated income statements |  |   | March 31, 2013 |  
|-------------------------------- |  | -------------- | ---------- | - | ------------------------------------------------------------------- | - | ------- | -------------------------------------------- |  | - | -------------- | -
|Intangible Assets                |  | $              | (45,003    | ) |                                                                     | $ | -       |                                              |  | $ | (20,913        | )
|Property, plant and equipment    |  |                | (1,995,124 | ) |                                                                     |   | -       |                                              |  |   | 80,662         |  
|Employee benefits                |  |                | 98,925     |   |                                                                     |   | (10,495 | )                                            |  |   | 25,676         |  
|Unrealized (loss) on derivatives |  |                | (913,332   | ) |                                                                     |   | 114,208 |                                              |  |   | 186,782        |  
|Available for sale reserve       |  |                | 17,251     |   |                                                                     |   | (2,520  | )                                            |  |   | -              |  
|Inventory                        |  |                | (2,538,074 | ) |                                                                     |   | -       |                                              |  |   | (4,186,904     | )
|Debt                             |  |                | (36,892    | ) |                                                                     |   | -       |                                              |  |   | (3,430         | )
|Mat Credit                       |  |                | -          |   |                                                                     |   | -       |                                              |  |   | -              |  
|Others                           |  |                | 183,110    |   |                                                                     |   | -       |                                              |  |   | 537            |  
|Total                            |  | $              | (5,229,139 | ) |                                                                     | $ | 101,193 |                                              |  | $ | (3,917,590     | )
|Translation adjustment           |  |                | 407,636    |   |                                                                     |   | -       |                                              |  |   | -              |  
|Total                            |  | $              | (4,821,503 | ) |                                                                     | $ | 101,193 |                                              |  | $ | (3,917,590     | )



The Group has not created deferred tax assets on unused tax
losses amounting to $889,456 and $556,854 as of March 31, 2013 and 2012, respectively, in Group entities located in United
Kingdom, Mauritius and Malaysia in the absence of convincing evidence of availability of sufficient taxable profit in these entities
in the future.



19.2. Income tax expense



Income tax is based on tax rate applicable on profit and loss
in various jurisdictions in which the Group operates.



Tax expense reported in the consolidated income statement for
the years ended March 31, 2013, 2012 and 2011 is as follows:



|                              |  | March 31, 2013 |           |  | March 31, 2012 |   |           | March 31, 2011 | 
|----------------------------- |  | -------------- | --------- |  | -------------- | - | --------- | -------------- | 
|Current tax expense           |  | $              | 4,161,188 |  |                | $ | 2,584,348 |                | 
|Deferred tax expense          |  |                | 3,917,590 |  |                |   | 1,285,932 |                | 
|Tax expense for earlier years |  |                | 188,784   |  |                |   | 267,142   |                | 
|Tax expense                   |  | $              | 8,267,562 |  |                | $ | 4,137,422 |                | 



The effective tax rate applied in each individual entity has
not been disclosed in the tax reconciliation. The relationship between the expected tax expense based on the domestic tax rates
for each of the legal entities within the Group and the reported tax expense in the consolidated income statements is reconciled
as follows:



|                                                                                                |  | March 31, 2013 |            |   | March 31, 2012 |   |            | March 31, 2011 | 
|----------------------------------------------------------------------------------------------- |  | -------------- | ---------- | - | -------------- | - | ---------- | -------------- | 
|Profit before tax                                                                               |  | $              | 27,516,600 |   |                | $ | 16,081,659 |                | 
|Effective tax at the domestic rates applicable to profits in the country concerned              |  |                | 7,661,049  |   |                |   | 3,954,271  |                | 
|Non-taxable income                                                                              |  |                | 95         |   |                |   | 13,850     |                | 
|Non allowable expenses                                                                          |  |                | 145,984    |   |                |   | 64,982     |                | 
|Deferred tax assets not created in the absence of reasonable certainty of future taxable income |  |                | 74,757     |   |                |   | 192,279    |                | 
|Impact of change in tax rate                                                                    |  |                | 388,694    |   |                |   | 6,551      |                | 
|Taxed for earlier years                                                                         |  |                | 188,784    |   |                |   | -          |                | 
|Others                                                                                          |  |                | (191,801   | ) |                |   | (94,511    | )              | 
|Tax expense                                                                                     |  | $              | 8,267,562  |   |                | $ | 4,137,422  |                | 



F-28







20.   Employee benefits



Expense recognized for employee benefits comprises the following:



|                                                            |  | March 31, 2013 |           |  | March 31, 2012 |   |           | March 31, 2011 | 
|----------------------------------------------------------- |  | -------------- | --------- |  | -------------- | - | --------- | -------------- | 
|Wages and salaries including bonus and compensated absences |  | $              | 5,349,152 |  |                | $ | 2,678,474 |                | 
|Post-employment benefits                                    |  |                | 76,858    |  |                |   | 67,179    |                | 
|Staff welfare expenses                                      |  |                | 127,187   |  |                |   | 98,801    |                | 
|Total                                                       |  | $              | 5,553,197 |  |                | $ | 2,844,454 |                | 



Post-employment benefits



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



20.1 Gratuity



The Group provides gratuity benefits to its employees working
in India. The gratuity benefit is a defined benefit plan that, at retirement or termination of employment, provides eligible employees
with a lump sum payment, which is a function of the last drawn salary and completed years of service. The defined benefit obligation
is calculated annually by an independent actuary using the projected unit credit method.



Amount recognized in the consolidated income statements in respect
of gratuity cost (defined benefit plan) is as follows:



|                                                         |  | March 31, 2013 |        |  | March 31, 2012 |   |        | March 31, 2011 | 
|-------------------------------------------------------- |  | -------------- | ------ |  | -------------- | - | ------ | -------------- | 
|Current service cost                                     |  | $              | 49,795 |  |                | $ | 38,034 |                | 
|Past service cost                                        |  |                | -      |  |                |   | -      |                | 
|Interest cost                                            |  |                | 14,540 |  |                |   | 9,535  |                | 
|Expense recognized in the consolidated income statements |  | $              | 64,335 |  |                | $ | 47,569 |                | 



The principal assumptions used for the purpose
of actuarial valuation are as follows:

|                                                 |  | March 31, 2013 |      |   | March 31, 2012 |  |      | March 31, 2011 | 
|------------------------------------------------ |  | -------------- | ---- | - | -------------- |  | ---- | -------------- | 
|Discount rate                                    |  |                | 8.50 | % |                |  | 8.50 | %              | 
|Expected rate of increase in compensation levels |  |                | 8.00 | % |                |  | 8.00 | %              | 



Change in present value of defined benefit obligation is summarized
below:

|                                                        |  | March 31, 2013 |         |   | March 31, 2012 |   |         | March 31, 2011 |  |   | March 31, 2010 |   |  | March 31, 2009 |        
|------------------------------------------------------- |  | -------------- | ------- | - | -------------- | - | ------- | -------------- |  | - | -------------- | - |  | -------------- | -------
|Change in defined benefit obligation                    |  |                |         |   |                |   |         |                |  |   |                |   |  |                |        
|Defined benefit obligation at the beginning of the year |  | $              | 178,497 |   |                | $ | 119,377 |                |  | $ | 83,149         |   |  | $              | 56,479 
|Interest cost                                           |  |                | 14,540  |   |                |   | 9,535   |                |  |   | 6,529          |   |  |                | 4,970  
|Current service cost                                    |  |                | 49,795  |   |                |   | 38,034  |                |  |   | 31,747         |   |  |                | 23,264 
|Past service cost                                       |  |                | -       |   |                |   | -       |                |  |   | 6,855          |   |  |                | -      
|Benefits paid                                           |  |                | (19,082 | ) |                |   | (8,043  | )              |  |   | (10,563        | ) |  |                | (1,309 
|Actuarial (gain) / loss                                 |  |                | (30,875 | ) |                |   | 40,746  |                |  |   | 1,949          |   |  |                | (10,106
|Translation adjustment                                  |  |                | (7,438  | ) |                |   | (21,152 | )              |  |   | (289           | ) |  |                | 9,851  
|Defined benefit obligation at the end of the year       |  | $              | 185,437 |   |                | $ | 178,497 |                |  | $ | 119,377        |   |  | $              | 83,149 



F-29







20.2 Defined contribution plan



Apart from being covered under the Gratuity plan described above,
employees of the Group also participate in a Provident Fund plan in India.

The Provident Fund plan is a defined contribution scheme whereby
the Group deposits an amount determined as a fixed percentage of pay to the fund every month. The benefit vests upon commencement
of employment. The Group does not have any further obligation in the plan beyond making such contributions.



The Group has contributed $12,523 and $19,610 to defined contribution
plans during the years ended March 31, 2013 and 2012, respectively.



21.   Other expenses



Other expenses comprises the following:

|                                    |  | March 31, 2013 |            |  | March 31, 2012 |   |            | March 31, 2011 | 
|----------------------------------- |  | -------------- | ---------- |  | -------------- | - | ---------- | -------------- | 
|Insurance                           |  | $              | 963,079    |  |                | $ | 1,009,862  |                | 
|Communication expenses              |  |                | 321,623    |  |                |   | 328,956    |                | 
|Repairs and maintenance             |  |                | 752,749    |  |                |   | 578,643    |                | 
|Travel and conveyance               |  |                | 1,218,406  |  |                |   | 1,285,823  |                | 
|Legal and professional              |  |                | 2,320,167  |  |                |   | 1,115,835  |                | 
|Rent                                |  |                | 1,886,331  |  |                |   | 1,672,657  |                | 
|Power and fuel                      |  |                | 1,265,725  |  |                |   | 1,205,678  |                | 
|Security expense                    |  |                | 314,714    |  |                |   | 241,422    |                | 
|Sundry balance written off          |  |                | 31,376     |  |                |   | 55,513     |                | 
|Business promotion expenses         |  |                | 3,434,768  |  |                |   | 1,629,013  |                | 
|Commission, claims and compensation |  |                | 1,232,772  |  |                |   | 922,274    |                | 
|Sundries                            |  |                | 935,200    |  |                |   | 522,526    |                | 
|Total                               |  | $              | 14,676,910 |  |                | $ | 10,568,202 |                | 



22.   Finance cost and finance income



Finance cost comprises the following:

|                                  |  | March 31, 2013 |            |  | March 31, 2012 |   |            | March 31, 2011 | 
|--------------------------------- |  | -------------- | ---------- |  | -------------- | - | ---------- | -------------- | 
|Interest on debt                  |  | $              | 16,362,818 |  |                | $ | 17,248,517 |                | 
|Interest to suppliers             |  |                | 3,091,713  |  |                |   | 2,521,463  |                | 
|Debt processing and other charges |  |                | 2,297,083  |  |                |   | 2,016,027  |                | 
|Total                             |  | $              | 21,751,614 |  |                | $ | 21,786,007 |                | 



Debt processing and other charges primarily comprises letter
of credit opening charges, processing fees and other miscellaneous bank charges.



Finance income comprises the following:



|                               |  | March 31, 2013 |         |  | March 31, 2012 |   |         | March 31, 2011 | 
|------------------------------ |  | -------------- | ------- |  | -------------- | - | ------- | -------------- | 
|Interest on deposit with banks |  | $              | 477,782 |  |                | $ | 300,620 |                | 
|Other interest received        |  |                | 324,364 |  |                |   | 2,416   |                | 
|Total                          |  | $              | 802,146 |  |                | $ | 303,036 |                | 



F-30







23.   Other financial items



Other financial items comprises the following:



|                                                                                                   |  | March 31, 2013 |            |   | March 31, 2012 |   |            | March 31, 2011 | 
|-------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | - | -------------- | - | ---------- | -------------- | 
|Net gain/(loss) on change in exchange rate on non-derivative foreign currency transactions/balance |  | $              | 2,116,773  |   |                | $ | 5,801,840  |                | 
|Profit/(Loss) on sale of available for sale financial assets                                       |  |                | -          |   |                |   | (22,905    | )              | 
|Net gain/(loss) on revaluation/settlement of forward contracts                                     |  |                | (2,771,625 | ) |                |   | (4,746,336 | )              | 
|Total                                                                                              |  | $              | (654,852   | ) |                | $ | 1,032,599  |                | 



24.   Earnings per share



Earnings per share have been calculated using outstanding shares
of ANFI as under:-



|                                                                                          |  | March 31, 2013 |            |  | March 31, 2012* |   |            | March 31, 2011* | 
|----------------------------------------------------------------------------------------- |  | -------------- | ---------- |  | --------------- | - | ---------- | --------------- | 
|Profit after tax                                                                          |  | $              | 19,249,038 |  |                 | $ | 11,944,238 |                 | 
|                                                                                          |  |                |            |  |                 |   |            |                 | 
|- Profit attributable to Shareholders of the Company                                      |  |                | 15,056,309 |  |                 |   | 9,603,167  |                 | 
|                                                                                          |  |                |            |  |                 |   |            |                 | 
|- Profit attributable to non- controlling interest                                        |  |                | 4,192,729  |  |                 |   | 2,341,071  |                 | 
|                                                                                          |  |                |            |  |                 |   |            |                 | 
|Weighted average number of shares for calculation of basic and diluted earnings per share |  |                | 23,802,786 |  |                 |   | 19,660,000 |                 | 
|Basic and diluted earnings per share                                                      |  | $              | 0.63       |  |                 | $ | 0.49       |                 | 



*Refer to Note- 3 (Restructuring)



The Company has granted an option to NCI shareholders in APFPL
to exchange shares in ANFI at a pre-determined share swap ratio. The swap ratio is reflective of fair values of the shares and
therefore, the option is not considered as dilutive.



The effect of 360,257 share options granted to an employee and
issue of 5,500 restricted stock awards (unvested portion) granted to each of its two independent directors is anti-dilutive for
the period ended March 31, 2013 and has not been considered in the computation of the diluted earnings per share.



25.   Operating leases as lessee



The Company has cancellable operating lease agreements for office
facility and warehouses. These leases are renewable on a periodic basis at the option of both the lessors and the lessees. Lease
expense for the years ended March 31, 2013 and 2012 are $1,886,331and $1,669,917respectively. The non-cancellable period of
these leases ranges between 1-3 months and total future lease obligation for the non-cancellable period amounts to $351,513
and $274,457 as at March 31, 2013 and 2012, respectively.



26.   Related party transactions



The Group's related parties include key management personnel
("KMP") and enterprises over which KMP are able to exercise significant influence.



F-31







26.1. Transactions with KMP



|Transactions during the year*              |  | March 31, 2013 |         |  | March 31, 2012 |   |         | March 31, 2011 | 
|------------------------------------------ |  | -------------- | ------- |  | -------------- | - | ------- | -------------- | 
|Salaries including bonuses                 |  | $              | 918,732 |  |                | $ | 256,121 |                | 
|(Short term employee benefits)             |  |                |         |  |                |   |         |                | 
|Share based payment expense (Refer Note16) |  |                | 183,514 |  |                |   | -       |                | 
|Rent expense                               |  |                | 4,637   |  |                |   | 3,623   |                | 
|Loan received                              |  |                | -       |  |                |   | 812,682 |                | 
|Loan repaid                                |  |                | 47,662  |  |                |   | 903,229 |                | 
|Interest paid                              |  |                | 105,248 |  |                |   | 108,923 |                | 
|Advances made                              |  |                | -       |  |                |   | -       |                | 
|Advances received back                     |  |                | -       |  |                |   | -       |                | 



*Transactions for the year are translated into reporting currency
using the average exchange rate for the applicable period.



|Outstanding Balances**   |  | March 31, 2013 |           |  | March 31, 2012 |  
|------------------------ |  | -------------- | --------- |  | -------------- | -
|Salary and Bonus payable |  | $              | 471,000   |  |                | $
|Loan payable             |  |                | 1,180,410 |  |                |  
|Rent payable             |  |                | 4,637     |  |                |  



**Outstanding balances are translated into reporting currency
using the closing exchange rate for the applicable period.



All of the above payables and receivables are short term and
carry no collateral. Loans payable outstanding as at March 31, 2013 and 2012 carry the interest rate of 11% per annum, compounding
on daily basis.



KMP has given personal guarantees to banks for term loans and
working capital debt obtained by APFPL amounting to $182,459,131 and $238,771,200 as of March 31, 2013 and 2012, respectively.



Further, the Group has granted 360,257 share options to a KMP
pursuant to the 2012 Omnibus Securities and Incentive Plan during the year out of which 37,526 options vested at the end of the
year.



26.2. Transactions with enterprises which had transactions
with the group during the years ended March 31, 2013, 2012 and 2011, and over which KMP is able to exercise significant influence



|Transactions during the year* |  | March 31, 2013 |            |  | March 31, 2012 |   |           | March 31, 2011 | 
|----------------------------- |  | -------------- | ---------- |  | -------------- | - | --------- | -------------- | 
|Purchases of goods            |  | $              | -          |  |                | $ | 8,747,923 |                | 
|Sales of goods (1)            |  |                | 17,530,395 |  |                |   | 4,195,405 |                | 
|Advances made                 |  |                | -          |  |                |   | 989,826   |                | 
|Advances received back        |  |                | 1,564,527  |  |                |   | 272,260   |                | 



*Transactions for the year are translated into reporting currency
using the average exchange rate for the applicable period.



|Outstanding balances** |  | March 31, 2013 |         |  | March 31, 2012 |  
|---------------------- |  | -------------- | ------- |  | -------------- | -
|Trade payable          |  | $              | 56      |  |                | $
|Trade receivable       |  |                | -       |  |                |  
|Advances receivable    |  |                | 160,738 |  |                |  



** Outstanding balances are translated into reporting currency
using the closing exchange rate as on the reporting date.



(1)  Sale of goods
includes a sale in quarter ended June 30, 2012, amounting to $11,445,000 of goods which were subject to customs proceedings
at the Philippines (Refer to Note 28). The Company had entered into an arrangement that effectively transferred all risks and rewards
related to the goods under Philippines law without any recourse or further obligations, other than to make best efforts to assist
the purchaser in any regulatory clearance, cost of which is to be borne by the purchaser.



F-32







27.   Cash flow adjustments and changes
in operating assets and liabilities



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



27.1. Adjustment for non-cash items



|                                                                                                                   |  | March 31, 2013 |           |   | March 31, 2012 |   |           | March 31, 2011 | 
|------------------------------------------------------------------------------------------------------------------ |  | -------------- | --------- | - | -------------- | - | --------- | -------------- | 
|Depreciation and amortization                                                                                      |  | $              | 1,943,846 |   |                | $ | 2,089,738 |                | 
|Unrealized loss on change in foreign exchange                                                                      |  |                | (128,063  | ) |                |   | 1,722,740 |                | 
|Unrealized fair value gains on financial assets recognized in profit and loss in the consolidated income statement |  |                | (3,553    | ) |                |   | (686,685  | )              | 
|Share based compensation                                                                                           |  |                | 227,674   |   |                |   | -         |                | 
|Total                                                                                                              |  | $              | 2,039,904 |   |                | $ | 3,125,793 |                | 



27.2. Adjustment for non-operating income and expense

|                              |  | March 31, 2013 |            |   | March 31, 2012 |   |            | March 31, 2011 | 
|----------------------------- |  | -------------- | ---------- | - | -------------- | - | ---------- | -------------- | 
|Interest expense              |  | $              | 19,830,624 |   |                | $ | 17,248,517 |                | 
|Interest and dividend income  |  |                | (802,147   | ) |                |   | (303,036   | )              | 
|Gain on disposal of equipment |  |                | (12,522    | ) |                |   | (2,134     | )              | 
|Total                         |  | $              | 19,015,955 |   |                | $ | 16,943,347 |                | 



27.3. Change in operating assets and liabilities



|                                             |  | March 31, 2013 |              |   | March 31, 2012 |   |             | March 31, 2011 | 
|-------------------------------------------- |  | -------------- | ------------ | - | -------------- | - | ----------- | -------------- | 
|Trade payables and other current liabilities |  | $              | (26,500,081  | ) |                | $ | (6,955,675  | )              | 
|Inventories                                  |  |                | (45,085,574  | ) |                |   | (16,650,002 | )              | 
|Other current assets                         |  |                | 1,451,032    |   |                |   | (1,823,138  | )              | 
|Trade receivables                            |  |                | (31,420,958  | ) |                |   | 10,184,837  |                | 
|Other current assets and prepayments         |  |                | (3,537,744   | ) |                |   | (500,432    | )              | 
|Total                                        |  | $              | (105,093,325 | ) |                | $ | (15,744,410 | )              | 



27.4. Net proceeds from issue of shares



|                                                  |  | March 31, 2013 |            |   | March 31, 2012 |   |   | March 31, 2011 | 
|------------------------------------------------- |  | -------------- | ---------- | - | -------------- | - | - | -------------- | 
|Proceeds from issue of shares                     |  | $              | 90,000,000 |   |                | $ | - |                | 
|Share issue expenses reduced directly from Equity |  |                | (7,351,234 | ) |                |   | - |                | 
|Total                                             |  | $              | 82,648,766 |   |                | $ | - |                | 



28.   Commitments and contingent liabilities



Commitments



Capital commitments, net of advances amounted to $371,278 and
$138,735 as of March 31, 2013 and 2012, respectively.



Contingent liabilities



|                   |  | March 31, 2013 |         |  | March 31, 2012 |  
|------------------ |  | -------------- | ------- |  | -------------- | -
|Sales tax case(1)  |  |                | -       |  |                |  
|Market fees(2)     |  |                | 85,530  |  |                |  
|Income tax case(3) |  |                | 623,529 |  |                |  
|Total              |  | $              | 709,059 |  |                | $



F-33







| | (1) | Represents sales tax demand received
                                                             for the years ended March 31, 2005; March 31, 2006 and
                                                             March 31, 2007 in respect of purchases made from unregistered
                                                             paddy traders. These cases have been settled during the year.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Represents market fees demand raised
                                                             by Haryana State Agricultural Marketing Board ("HSAMB")
                                                             in respect of certain paddy purchases. The case is pending at the
                                                             Financial Commissioner and Principal Secretary to the Government
                                                             of Haryana, Agricultural Department Chandigarh.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Represents tax litigations with income
                                                             tax department in India in respect of various years pending with
                                                             Income Tax Appellate Tribunal ("Tribunal") and Delhi High
                                                             Court. The Group has been contesting these demands and has received
                                                             favorable orders in majority of cases from Tribunal which have been
                                                             contested by the Income tax department in Delhi High Court.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | In addition to the above matters,
                                                             on November 23, 2010, APFPL along with its directors and certain
                                                             key officials were subjected to search/ survey proceedings by the
                                                             income tax department in India. During the course of these proceedings,
                                                             the income tax department took custody of certain records and documents
                                                             of APFPL. Subsequently, APFPL received notices asking management
                                                             to submit income tax statement for the period beginning from April
                                                             1, 2004 to March 31, 2012. APFPL has submitted the requested details
                                                             in due course and has not received any further request for information
                                                             to date. On March 05, 2013, APFPL with the intention of expediting
                                                             the settlement of case, has filed an application with Income Tax
                                                             Settlement Commission (ITSC) and has offered an income of $ 329,360
                                                             (INR 17,900,000) on which tax amounting to $ 188,784 (INR 10,260,000)
                                                             has been paid. ITSC has accepted the application and is assessing
                                                             the case. Management believes that further liability is unlikely
                                                             to arise as a result of these proceedings.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | During the year ended March 31, 2013, goods temporarily
                                                             stored in Subic, a free trade zone located in the Republic of Philippines,
                                                             were subject to a seizure and forfeiture process decision by the
                                                             Collector of Customs, Port of Subic, against a “locator”
                                                             (customs broker) engaged by the Company to unload and warehouse the
                                                             cargo. The Company, as an intervener, or legal owner of the goods,
                                                             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 Company filed a Petition for review with the Court of Tax
                                                             Appeals challenging the correctness of decision of COC for being
                                                             contrary to the law. The case is currently in the pre-trial stage.
                                                             On October 17, 2012, the public auction was conducted by the
                                                             Bureau of Customs (‘‘BOC’’) and an entity
                                                             named Veramar Rice Mill and Trading Company was declared as the highest
                                                             bidder with a bid of Php 487 Million Pesos [equivalent to $11.66
                                                             million (approximate)].  Based on representations of legal counsel
                                                             for the COC, the full bid amount has been remitted to 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 opinion provided
                                                             by its attorneys, the Company expects that the likelihood of any
                                                             liability to the Company is improbable. Accordingly, no provision
                                                             has been created for this matter. These goods, currently undergoing
                                                             the above process, were sold on June 27, 2012 for $11,445,000
                                                             to a related party.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Management considers that the above liabilities are not probable.



In respect of these contingent liabilities, the Company does
not expect any reimbursement from any third party.



29.   Segment reporting



The chief operating decision maker reviews the business as
one operating segment. Hence no separate segment information has been furnished herewith.



F-34







Entity-wide disclosures



The Group generates its revenue primarily from the sale of
rice. An analysis of the Group's revenue from sales of rice and other products is as follows:



|               |  | March 31, 2013 |             |  | % |  |     | March 31, 2012 |  |   | %           | 
|-------------- |  | -------------- | ----------- |  | - |  | --- | -------------- |  | - | ----------- | 
|Rice           |  | $              | 401,365,462 |  |   |  | 97  | %              |  | $ | 295,715,394 | 
|Other products |  |                | 12,317,112  |  |   |  | 3   | %              |  |   | 33,264,405  | 
|Total          |  | $              | 413,682,574 |  |   |  | 100 | %              |  | $ | 328,979,799 | 



The Group categorizes its revenue by country based on product
destination to the external customer, as summarized below:



|                     |  | March 31, 2013 |             |  | % |  |     | March 31, 2012 |  |   | %           | 
|-------------------- |  | -------------- | ----------- |  | - |  | --- | -------------- |  | - | ----------- | 
|India                |  | $              | 188,909,313 |  |   |  | 46  | %              |  | $ | 111,966,765 | 
|United Arab Emirates |  |                | 76,918,556  |  |   |  | 19  | %              |  |   | 34,047,933  | 
|Kuwait               |  |                | 54,381,913  |  |   |  | 13  | %              |  |   | 86,786,515  | 
|Others               |  |                | 93,472,792  |  |   |  | 22  | %              |  |   | 96,178,586  | 
|Total                |  | $              | 413,682,574 |  |   |  | 100 | %              |  | $ | 328,979,799 | 



During the year ended March 31,
2013, there was one external customer having external sales of more than 10% amounting to $54,381,913. During
the year ended March 31, 2012, there was one external customer having external sales of more than 10% amounting to $86,786,516.



Non-current assets other than financial instruments located
in the entity's country of domicile and located in all foreign countries in total in which the entity holds assets are provided
as follows:



|       |  | March 31, 2013 |            |  | March 31, 2012 |  
|------ |  | -------------- | ---------- |  | -------------- | -
|India  |  | $              | 24,016,701 |  |                | $
|Others |  |                | 58,549     |  |                |  
|Total  |  | $              | 24,075,250 |  |                | $



30.   Financial assets and liabilities



The fair value of financial assets
and financial liabilities in each category is as follows:



|                                                  |  | March 31, 2013 |             |  | March 31, 2012 |  
|------------------------------------------------- |  | -------------- | ----------- |  | -------------- | -
|Financial assets                                  |  |                |             |  |                |  
|Non-current assets                                |  |                |             |  |                |  
|Loans and receivables                             |  |                |             |  |                |  
|Long term financial assets                        |  | $              | 430,739     |  |                | $
|Current assets                                    |  |                |             |  |                |  
|Loans and receivables                             |  |                |             |  |                |  
|Trade receivables                                 |  |                | 66,792,434  |  |                |  
|Other current assets                              |  |                | 9,654,274   |  |                |  
|Cash and cash equivalents                         |  |                | 33,270,338  |  |                |  
|Fair value through profit or loss                 |  |                |             |  |                |  
|Derivative financial instruments                  |  |                | 1,260,512   |  |                |  
|Available for sale financial assets               |  |                |             |  |                |  
|Investment in listed securities and mutual funds  |  |                | 242,066     |  |                |  
|Total                                             |  | $              | 111,650,363 |  |                | $
|                                                  |  |                |             |  |                |  
|Financial liabilities                             |  |                |             |  |                |  
|Non-current liabilities                           |  |                |             |  |                |  
|Debt                                              |  | $              | 4,831,416   |  |                | $
|Current liabilities                               |  |                |             |  |                |  
|Financial liabilities measured at amortized cost: |  |                |             |  |                |  
|Trade payables                                    |  |                | 4,516,657   |  |                |  
|Other current liabilities                         |  |                | 2,836,251   |  |                |  
|Debt                                              |  |                | 156,785,820 |  |                |  
|Total                                             |  | $              | 168,970,144 |  |                | $



F-35







Financial assets that are neither past due nor impaired include
cash and cash equivalents, term deposits, portion of trade receivables, investment in listed securities and mutual funds and other
current assets.



The fair value of cash and cash equivalents, trade receivables,
trade payables, current financial liabilities and debt approximate their carrying amount largely due to the short term nature
of these instruments.



Investments in liquid and short term mutual funds units and
listed shares, which are classified as available-for-sale, derivative financial instruments, recorded at fair value through consolidated
statements of other comprehensive income/(loss), are recorded at their respective fair values on the reporting dates.



Non-current debt largely comprises term loans from banks which
carry floating interests. Therefore, the fair value of these term loans approximates their carrying values. Outstanding values
of other non-current debt are not material and therefore, management has not assessed their fair values. Similarly, carrying values
of non-current term deposits are not significant and management has not assessed their fair values.



31. Fair value hierarchy



The following is the hierarchy for determining and disclosing
the fair value of financial instruments by valuation technique:



•Level 1 - Quoted prices (unadjusted)
in active markets for identical assets or liabilities.



•Level 2 - Inputs other than quoted
prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).



•Level 3 - Inputs for the assets or
liabilities that are not based on observable market data (unobservable inputs).

No financial assets/liabilities have been valued using level 3
fair value measurements.



The following table presents fair value hierarchy of assets
and liabilities measured at fair value on a recurring basis:



|                                    |  |       |           |  | Fair value measurements at reporting date using |  
|----------------------------------- |  | ----- | --------- |  | ----------------------------------------------- | -
|March 31, 2013                      |  | Total |           |  | Level 1                                         |  
|                                    |  |       |           |  |                                                 |  
|Assets                              |  |       |           |  |                                                 |  
|Derivative instruments              |  |       |           |  |                                                 |  
|Forward contracts                   |  | $     | 1,260,512 |  |                                                 | $
|Available for sale financial assets |  |       |           |  |                                                 |  
|Mutual funds in units               |  |       | 183,212   |  |                                                 |  
|Listed securities                   |  |       | 58,854    |  |                                                 |  



|                                    |  |       |           |  | Fair value measurements at reporting date using |  
|----------------------------------- |  | ----- | --------- |  | ----------------------------------------------- | -
|March 31, 2012                      |  | Total |           |  | Level 1                                         |  
|                                    |  |       |           |  |                                                 |  
|Assets                              |  |       |           |  |                                                 |  
|Derivative instruments              |  |       |           |  |                                                 |  
|Forward contracts                   |  | $     | 2,239,129 |  |                                                 | $
|Available for sale financial assets |  |       |           |  |                                                 |  
|Mutual funds in units               |  |       | 43,143    |  |                                                 |  
|Listed securities                   |  |       | 86,511    |  |                                                 |  



F-36







Derivative instruments classified in Level 2 above, are
valued by the management using Reserve Bank of India's reference rate and inter-bank forward premia applicable on the date of
respective statement of financial position. Available for sale financial assets classified in Level 1 above are valued on
the basis of quoted rates available from securities markets in India.



32. Financial risk management



The Group is exposed to various financial risks. These risks
are categorized into market risk, credit risk and liquidity risk. The Group's risk management 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.



32.1. Market risk analysis



Market risk is the risk that changes in market prices will
have an effect on Group's income or value of the financial assets and liabilities. The Group is exposed to various types of market
risks which result from its operating and investing activities. The most significant financial risks to which the Group is exposed
are described below.



Currency Risk (Foreign Exchange Risk)



The Group operates internationally and a significant portion
of the business is transacted in U.S. Dollars and consequently the group is exposed to 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 costs is in Indian Rupees (INR).



The exchange rate between INR and U.S. Dollar (the Group has
significant exposure in U.S. Dollars) has fluctuated significantly in recent years and may continue to fluctuate in the future.
Appreciation of the INR against the U.S. Dollar can adversely affect the group's results of operations. The Group also has exposure
to foreign currency exchange risk towards other currencies namely the Euro; however, management considers the impact of change
in these currencies as 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 exchange rate between the U.S. Dollar and AED is fixed at $1 = AED 3.6735.



The Group evaluates exchange rate exposure arising from these
transactions and enters into foreign currency derivative instruments to mitigate such exposure. The Company follows established
risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge forecasted 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, 2013, 2012 and 2011:



|                          |  | U.S. Dollars |            |   | Other Currencies |  
|------------------------- |  | ------------ | ---------- | - | ---------------- | -
|March 31, 2013            |  |              |            |   |                  |  
|Trade receivables         |  | $            | 19,514,361 |   |                  | $
|Intercompany receivables  |  |              | 25,008,232 |   |                  |  
|Cash and cash equivalents |  |              | 5,610      |   |                  |  
|Total                     |  | $            | 44,528,203 |   |                  | $
|March 31, 2012            |  |              |            |   |                  |  
|Trade receivables         |  | $            | 10,176,419 |   |                  | $
|Intercompany receivables  |  |              | 19,466,796 |   |                  |  
|Cash and cash equivalents |  |              | 5,718      |   |                  |  
|Trade payables            |  |              | (201,355   | ) |                  |  
|Total                     |  | $            | 29,447,578 |   |                  | $
|March 31, 2011            |  |              |            |   |                  |  
|Trade receivables         |  | $            | 17,175,049 |   |                  | $
|Intercompany receivables  |  |              | 6,268,579  |   |                  |  
|Cash and cash equivalents |  |              | 5,916,499  |   |                  |  
|Total                     |  | $            | 29,360,127 |   |                  | $



F-37







As at March 31, 2013, 2012 and 2011, every 1% increase/
decrease of the respective foreign currencies compared to the functional currency of the group entity would impact our profit
before tax by approximately $459,392, $294,466 and $293,601, respectively.



There are no long term exposures in foreign currency denominated
financial asset and liabilities as on each reporting date.



The Group uses forward foreign exchange contracts to mitigate
exchange rate exposure arising from forecasted sales in US dollars in its Indian subsidiary whose functional currency is Indian
Rupee. All U.S. Dollar forward exchange contracts have been designated as hedging instruments in cash flow hedges in accordance
with IAS 39. The Group’s U.S. Dollar forward contracts relate to revenue forecasted for 2013-14. All forecasted transactions
for which hedge accounting has been applied are expected to occur and affect profit or loss in 2013-14. The fair values of these
financial instruments as of March 31, 2013 and March 31, 2012 is $1,260,512 and $2,239,129, respectively.



During fiscal 2013, a gain of $321,700 (fiscal 2012: a gain/
(loss) of Nil; fiscal 2011: gain/ (loss) of Nil) was recognized in other comprehensive income. The cumulative gain recorded in
equity is$321,700 (fiscal 2012: cumulative gain/ (loss) of Nil).



During fiscal 2013, a loss of $1,628,914 (fiscal 2012: net
gain/ (loss) of Nil; fiscal 2011: net gain/ (loss) of Nil) was reclassified from equity into profit or loss within other financial
items.



During fiscal 2013, income tax gain of $146,820 (fiscal 2012:
Nil) relating to cash flow hedging reserve was recognized in other comprehensive income loss.



Based on expected volatility, the management does not expect
the foreign currency hedges to become ineffective due to changes in the exchange rates and therefore, there is no impact on profit
on changes in the values of such derivatives consequent to changes in foreign currency exchange rates. The analysis assumes that
all other variables remain constant.



Interest rate sensitivity



The sensitivity analyses below have been determined based on
the exposure to interest rates for non-derivative financial instruments at the date of statement of financial position. For floating
rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the date of statement of financial
position was outstanding for the whole year. The analysis assumes that all other variables remain constant.



In computing the sensitivity analysis, management has assumed
a change of one hundred basis points in the interest rate. This movement in the interest rate would lead to an increase/fall in
the profit before tax by $1,603,244, $1,473,052 and $1,545,186 in the years ended March 31, 2013, 2012 and 2011, respectively.



Price Risk Sensitivity



The Group is exposed to price risk in respect of its listed
equity securities and investment in mutual funds. These investments are held for long term and are designated as available for
sale financial assets and therefore do not impact the consolidated income statements. Further, the amount of investment is not
material. Accordingly, sensitivity towards the change in price is not presented.



F-38







32.2. Credit risk analysis



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



Trade receivables



Trade receivables are unsecured and are derived from revenue
earned from customers. Credit risk in trade receivables is managed through monitoring 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:



|                                                             |  | March 31, 2013 |            |  | March 31, 2012 |  
|------------------------------------------------------------ |  | -------------- | ---------- |  | -------------- | -
|                                                             |  | Gross          |            |  | Impairment     |  
|Not past due                                                 |  | $              | 65,808,189 |  |                | $
|Past due less than three months                              |  |                | 335,568    |  |                |  
|Past due more than three months but not more than six months |  |                | 433,550    |  |                |  
|Past due more than six months but not more than one year     |  |                | 133,738    |  |                |  
|More than one year                                           |  |                | 186,237    |  |                |  
|Total                                                        |  | $              | 66,897,282 |  |                | $



Trade receivables are impaired in full when recoverability
is considered doubtful based on estimates made by management. Management considers that all the above financial assets that are
not impaired and past due for each of the March 31 reporting dates are of good credit quality.



Receivables from the Company’s top five customers amounted
to $34,538,254 and $22,113,740 constituting 51.7% and 59.0% of net trade receivables as of March 31, 2013 and 2012, respectively.



Of the above, receivables from the Company’s top two
customers are as follows:

|                                |  | March 31, 2013 |            |   | March 31, 2012 |  
|------------------------------- |  | -------------- | ---------- | - | -------------- | -
|Customer 1                      |  | $              | 10,376,000 |   |                | $
|Customer 2                      |  |                | 9,143,585  |   |                |  
|Total                           |  | $              | 19,519,585 |   |                | $
|Percentage to total receivables |  |                | 29.2       | % |                |  

Management considers the credit quality of these trade receivables
to be good. No collateral is held for trade receivables.



Other financial assets



The maximum exposure to credit risk in other financial assets
is summarized as follows:



Credit risk relating to cash and cash equivalents and derivative
financial instruments is considered negligible because our counterparties are banks. Management considers the credit quality of
deposits with such banks that are majority-owned by the Government of India and subject to the regulatory oversight of the Reserve
Bank of India to be good, and it reviews these banking relationships on an ongoing basis.



Security deposits primarily comprises deposits placed with
customers who are public sector organizations. Such deposits were given as part of our contracts with such organizations.



The Group does not hold any security in respect of the above
financial assets. There are no impairment provisions as at any reporting date against these financial assets. Management considers
that all the other financial assets as at the reporting dates are of good credit quality.



F-39







32.3. Liquidity risk analysis



The liquidity needs of the Group are monitored on the basis
of monthly and yearly projections. The Group manages its liquidity needs by 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.



Short term liquidity requirements comprises mainly of sundry
creditors, expense payable, employee dues, debt and security deposits received arising during normal course of business as on
each reporting date. The Group maintains sufficient balance in cash and cash equivalents to meet its short term liquidity requirements.
Long term liquidity requirement is assessed by management on a periodical basis and is managed through internal accruals and through
management's ability to negotiate long term debt facilities. Non-current liabilities of the Group include vehicle loans, term
loans and gratuity.



As at each reporting date, the Group's liabilities having contractual
maturities are summarized as follows:



|March 31, 2013            |  | Current         |             |  | Non-current |  
|------------------------- |  | --------------- | ----------- |  | ----------- | -
|                          |  | Within 6 months |             |  | 6-12 months |  
|                          |  |                 |             |  |             |  
|Long term debt            |  | $               | 1,394,834   |  |             | $
|Short term debt           |  |                 | 154,765,700 |  |             |  
|Trade payables            |  |                 | 4,516,657   |  |             |  
|Other current liabilities |  |                 | 2,836,251   |  |             |  
|Lease obligation          |  |                 | 351,513     |  |             |  
|                          |  | $               | 163,864,955 |  |             | $



|March 31, 2012            |  | Current         |             |  | Non-current |  
|------------------------- |  | --------------- | ----------- |  | ----------- | -
|                          |  | Within 6 months |             |  | 6-12 months |  
|                          |  |                 |             |  |             |  
|Long term debt            |  | $               | 1,436,864   |  |             | $
|Short term debt           |  |                 | 132,126,355 |  |             |  
|Trade payables            |  |                 | 21,302,059  |  |             |  
|Other current liabilities |  |                 | 10,913,655  |  |             |  
|Lease obligation          |  |                 | 274,457     |  |             |  
|Total                     |  | $               | 166,053,390 |  |             | $



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.



33.   Additional capital disclosures



The Group's capital management objectives
are (a) to ensure the Group's ability to continue as a going concern and (b) to provide an adequate return to shareholders.The Group monitors gearing ratio i.e. total debt inproportion to its overall financing structure,
i.e. equity and debt.Total debt comprises 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, 2013 |             |  | March 31, 2012 |  
|----------------- |  | -------------- | ----------- |  | -------------- | -
|Total equity      |  | $              | 143,632,735 |  |                | $
|Total debt        |  |                | 182,899,243 |  |                |  
|Overall financing |  | $              | 326,531,978 |  |                | $
|Gearing ratio     |  |                | 0.56        |  |                |  



F-40







34.   Authorization of financial statements



These consolidated financial statements were approved and authorized
for issue by the Board of Directors on June 13, 2013.



F-41