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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As Filed with the Securities and Exchange Commission on September 27, 2012

Registration No. 333-183612

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



AMENDMENT NO. 4
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



AMIRA NATURE FOODS LTD
(Exact name of Registrant as specified in its charter)

British Virgin Islands
(State or other jurisdiction of
incorporation or organization)
  2000
(Primary Standard Industrial
Classification Code Number)
  Not Applicable
(I.R.S. Employer
Identification Number)

29E, A.U. Tower
Jumeirah Lake Towers
Dubai, United Arab Emirates
Telephone: 9714-235-1755
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)



Amira Foods Inc.
1315 East Saint Andrew Place, Suite D
Santa Ana, California 92705
Telephone: 714-966-2153
Attention: Audrey Nguyen
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Joseph F. Daniels, Esq.
Norwood P. Beveridge, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4044 - Telephone
(646) 417-7418 - Facsimile
  David Goldschmidt, Esq.
Michael Zeidel, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3574 - Telephone
(917) 777-3574 - Facsimile

         Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.



         If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o



CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered

      Amount to be
Registered(1)
      Proposed Maximum
Offering Price
Per Share
      Proposed Maximum
Aggregate
Offering Price
      Amount of
Registration Fee(2)

Ordinary shares, $0.001 par value per share

      10,350,000       $15.00       $155,250,000       $17,791.65

 

(1)
Estimated pursuant to Rule 457(a) solely for the purpose of computing the amount of the registration fee. Includes 1,350,000 shares that may be purchased by the underwriters pursuant to their over-allotment option.

(2)
The registrant previously paid a portion of this fee in the amount of $11,460.00.

         The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall hereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

   


The information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold until the registration statement becomes effective. This prospectus is not an offer to sell and is not a solicitation of an offer to buy in any state in which an offer, solicitation, or sale is not permitted.

Subject to completion, dated September 27, 2012

9,000,000 Ordinary Shares

GRAPHIC

AMIRA NATURE FOODS LTD

        This is the initial public offering of our ordinary shares. We are selling 9,000,000 ordinary shares. We currently expect the initial public offering price to be between $13.00 and $15.00 per ordinary share. We have been authorized to list our ordinary shares on the New York Stock Exchange under the symbol "ANFI."

        We are an "emerging growth company" under applicable U.S. federal securities laws and may elect to comply with reduced public company reporting requirements.

        Investing in our ordinary shares involves a high degree of risk. You should read carefully the "Risk Factors" beginning on page 12 of this prospectus before investing in our ordinary shares.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 
  Per Share   Total  

Public offering price

  $     $    

Underwriting discount and commissions

  $     $    

Proceeds, before expenses, to us

  $     $    

        The underwriters have an option exercisable within 30 days from the date of this prospectus to purchase up to 1,350,000 of additional ordinary shares from us at the public offering price, less the underwriting discount, solely to cover over-allotments.


UBS Investment Bank

 

Deutsche Bank Securities




Jefferies

KeyBanc Capital Markets

        The underwriters expect to deliver the ordinary shares against payment in U.S. dollars in New York, New York on or about                        , 2012.

   

The date of this prospectus is                                    , 2012


LOGO



TABLE OF CONTENTS

 
  Page

Conventions Which Apply to this Prospectus

  iii

Prospectus Summary

 
1

Risk Factors

 
12

Special Note on Forward-Looking Statements

 
38

Use of Proceeds

 
40

Dividend Policy

 
41

Capitalization

 
43

Dilution

 
45

Enforceability of Civil Liabilities

 
46

Selected Consolidated Financial Information

 
48

Management's Discussion and Analysis of Financial Condition and Results of Operations

 
50

Industry

 
84

Business

 
88

Management

 
103

Principal Shareholders

 
118

Related Party Transactions

 
119

Description of Share Capital

 
121

Taxation

 
135

Shares Eligible for Future Sale

 
144

Underwriting

 
146

Legal Matters

 
154

Experts

 
154

Where You Can Find Additional Information

 
154

Expenses Relating to this Offering

 
155

Index to Consolidated Financial Statements

 
F-1

        You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer of these securities, or soliciting any offers to buy these securities, in any jurisdiction where the offer or solicitation is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our ordinary shares.

i


        Neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required other than the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our ordinary shares and the possession and distribution of this prospectus outside of the United States.

        We obtained statistical data, market data and other industry data and forecasts used throughout this prospectus from market research, publicly available information and industry publications. While we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data.

        Our trademarks include "Amira," "Goodlength," and "Daily Fresh." Other trademarks or service marks appearing in this prospectus are the property of their respective holders.

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CONVENTIONS WHICH APPLY TO THIS PROSPECTUS

        In this prospectus, 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, including its subsidiaries and their predecessors, and Amira Pure Foods Private Limited, or Amira India, and its subsidiaries, Amira Foods Inc., Amira Foods (Malaysia) Sdn. Bhd., Amira Food Pte. Ltd., Amira C Foods International DMCC, Amira G Foods Limited and Amira Ten Nigeria Limited. References herein to "ANFI" are solely to Amira Nature Foods Ltd, a British Virgin Islands business company, and references to "Amira Mauritius" are solely to Amira Nature Foods Ltd, a Mauritius company and ANFI's direct wholly owned subsidiary.

        In this prospectus, 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" or "Indian Rupees" are to the legal currency of India.

        Solely for the convenience of the reader, this prospectus contains translations of certain Rupee amounts into U.S. dollars at specified rates. All U.S. dollar amounts cited to CRISIL Research (as defined herein) that involve translations from Rupees are based on the exchange rate of Rs. 45.5 per $1.00. Except as otherwise stated in this prospectus, all other translations from Rupees to U.S. dollars are based on the noon buying rate of Rs. 55.52 per $1.00 in the City of New York for cable transfers of Rupees, as certified for customs purposes by the Federal Reserve Bank of New York on August 31, 2012. No representation is made that the Rupee amounts referred to in this prospectus could have been or could be converted into U.S. dollars at such rates or any other rates. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

        The audited consolidated financial statements and notes thereto as of and for fiscal 2010, 2011 and 2012 and the unaudited consolidated financial statements for the three months ended June 30, 2011 and 2012 and notes thereto included elsewhere in this prospectus have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or 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" year are to the calendar year ended December 31.

        The year following the designation "CY" or "crop year" refer to the crop year beginning in the calendar year specified. Crop year differs from country to country, and is October to September or November to October in most rice producing countries in the northern hemisphere. Crop year in India is from October to September.

        We also refer in various places within this prospectus to "profit after tax plus finance costs, 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 Measure" in "Management's Discussion and Analysis of Financial Condition and Results of Operations." 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.

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PROSPECTUS SUMMARY

        The following summary does not contain all of the information you should consider before investing in our ordinary shares. You should read the following summary together with the entire prospectus carefully, including the "Risk Factors" section beginning on page 12 and our consolidated financial statements and notes thereto beginning on page F-1 before making an investment decision. Unless otherwise indicated, all information in this prospectus assumes no exercise of the underwriters' over-allotment option.


Business Overview

Our Company

        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, our principal operating subsidiary, 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 2010 and 2011, Inc. India, a leading Indian business magazine, identified Amira India as one of India's fastest growing mid-sized companies.

        The global rice market represented approximately $240 billion in value in 2010, according to statistics from the Food and Agricultural Organization of the United Nations, or 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's, or CRISIL Research, 2012 Report on the Indian Rice Industry. The Basmati rice segment has benefited from increased consumption trends both within India and internationally. Volume sales of Basmati rice in India have increased at a 25.0% compound annual growth rate, or 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.

        We participate across the entire rice supply chain from the procurement of paddy to its storage, aging, processing into rice, 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

 

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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 2010, 2011 and 2012, our revenue was $201.7 million, $255.0 million and $329.0 million, respectively, representing a CAGR of 27.7%. In fiscal 2010, 2011 and 2012, our profit after tax was $5.2 million, $6.4 million and $11.9 million, respectively, representing a CAGR of 51.2%. In fiscal 2010, 2011 and 2012, our EBITDA, or profit after tax plus finance costs, income tax expense and depreciation and amortization, was $21.5 million, $31.0 million and $40.0 million, respectively, representing a CAGR of 36.3%.

        In fiscal 2012, 34% of our revenue was derived from sales in India, and 50.3% was derived from sales in the Europe, Middle East and Africa region, or EMEA, 14.3% was derived from sales in the Asia Pacific region, and 1.4% was derived from sales in North America.

Our Market Opportunity

        According to the International Rice Research Institute, or the IRRI, rice is the main dietary staple for half the world's population. FAO estimates that rice provides more than one fifth of the calories consumed by humans worldwide. Propelled by growing consumption demand, world production of rice has more than tripled over the last few decades from 151 million metric tons of milled rice in fiscal 1961, to an estimated 480.1 million metric tons of milled rice in fiscal 2011, according to CRISIL Research and FAO, respectively. The global rice market represented approximately $240 billion in value in 2010, according to statistics from the FAO, based on benchmark rice export prices for the international rice trade.

        According to Euromonitor, retail sales of global packaged rice are expected to grow at a 6.9% CAGR from 2011 to 2016. Over the same five year period, the Indian packaged rice market is expected to grow at a CAGR of 15.6%, and the Middle East and Africa and Asia Pacific packaged rice markets are expected to increase at a CAGR of 11.1% and 6.6%, respectively. In emerging markets, growth rates are expected to be higher as consumers are increasingly turning to dried packaged foods due to the rapid expansion of modern retail outlets, convenience shopping and the growing popularity of nationally available brands. The growth in these markets also benefits from consumers increasingly seeking health and wellness products, which command premium pricing. As a result, we and other companies are increasingly offering new rice varieties with fortified multi-grain and organic features, and varieties with other specific functionalities.

        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, Planman Marcom, an Indian marketing and communications company, identified the Amira brand as a PowerBrand, one of only six food-sector PowerBrands in the Indian market based on a survey of Indian consumers, along with such other brands as United Breweries, Britannia, Dabur, Godrej and Tata.

    Rice Industry in India

        The Indian rice industry was valued at approximately $40 billion in wholesale prices in fiscal 2011. Indian consumption was estimated at 91 million metric tons of milled rice in fiscal 2011 and exports at 2.3 million metric tons, based on CRISIL Research estimates. From fiscal 2006 to 2011, the Indian rice industry grew in value at a CAGR of 10.5%, according to CRISIL Research. Industry sources expect growth to continue in India, with marginal increases in production and continuous growth in demand due to population growth, increasing purchasing power of the Indian population and inflation.

        Traditionally, rice in India has been sold by non-branded providers, but in its recently modernizing economy, packaged and branded rice players are increasingly gaining market share. Strong sales growth

 

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from leading brands, partly due to their increased penetration through modern retail outlets, have led to a rise in overall unit prices, as well as increasing brand awareness as companies develop national brands. Going forward, we expect premium rice variants such as Basmati rice to gain market share as quality and availability play a major role in expanding their consumer base. Sales of packaged rice are also expected to see a strong improvement in growth rates as non-branded sales will be replaced by packaged rice offerings, which are increasingly available through independent small grocers in India. Sales of packaged rice in India have grown at a 12.9% CAGR from 2006 to 2011, according to Euromonitor.

    Basmati Rice

        The Indian Basmati rice industry was valued at approximately $4 billion in wholesale prices in fiscal 2011, according to CRISIL Research. Basmati rice has been grown for centuries exclusively in the foothills of the Himalayas in certain parts of the Indian sub-continent and is recognized worldwide as a premium variety due to its longer length, pure white color, nut-like flavor and appealing aroma. Although in fiscal 2011, the Basmati rice industry only contributed 4.7% of the overall Indian rice production by volume, it constituted approximately 10% of the total Indian rice industry by value, according to CRISIL Research. While the overall Indian rice industry grew in value at the rate of 10.5% annually during the period from fiscal 2006 to 2011, consumption of Basmati rice in India grew in volume at a rate of 25.0% during the same period, according to CRISIL Research.

        Globally, Basmati rice contributes 1.5% of total rice production, of which 65% to 70% is produced in India and 30% to 35% is produced in Pakistan, according to CRISIL Research. 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 consumption of Basmati rice is expected to continue to grow 12% to 15% annually from fiscal 2012 to 2016, according to CRISIL Research. Indian Basmati rice exports grew at a CAGR of 20.2% by volume and a CAGR of 39.5% by value between fiscal 2007 and 2011, according to CRISIL Research. The strong growth in India's exports has been primarily due to increasing demand from traditional and new export markets and the advent of new types of Basmati rice selectively produced with premium characteristics.

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, which 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.  Our products are sold in over 40 countries worldwide, which are primarily comprised of high-growth emerging markets. Amira India is 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 corporations, including companies such as 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. The Amira brand is recognized by Planman Marcom as one of only six food-sector PowerBrands in our Indian market, based on a survey of Indian

 

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      consumers, along with such other brands as United Breweries, Britannia, Dabur, Godrej and Tata. In 2010 and 2011, Inc. India, a leading Indian business magazine, identified Amira India as one of India's fastest growing mid-sized companies.

    Well-Established Relationships Resulting in Deep Understanding of Consumer Preferences.  We believe we have built strong relationships with retailers that 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. 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 and 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. Through our company-owned distribution centers and network of distributors, we have a strong and growing presence in India and internationally.

    Strong Management Team with a Track Record of Success.  Under the leadership of our Chairman and Chief Executive Officer, Mr. Karan A. Chanana, we have transitioned from a family owned and managed business to an international, professionally-managed business. Our management team has significant experience in the rice industry, with an average of six years with us and 12 years in the industry. In fiscal 2010, 2011 and 2012, our revenue was $201.7 million, $255.0 million and $329.0 million, respectively, representing a CAGR of 27.7%. In fiscal 2010, 2011 and 2012, our profit after tax was $5.2 million, $6.4 million and $11.9 million, respectively, representing a CAGR of 51.2%. In fiscal 2010, 2011 and 2012, our EBITDA was $21.5 million, $31.0 million and $40.0 million, respectively, representing a CAGR of 36.3%.

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.

    Strengthen our Distribution Footprint in India to Capitalize on Attractive Demographic and Economic Trends.  Through at least 2025, the Indian market is expected to experience rapid overall population growth and an expanding middle class, leading to strong GDP growth and meaningful expansion in per capita income, according to McKinsey Global Institute. We believe that an increase in purchasing power will create additional demand for our Basmati rice and value-added product offerings across all distribution channels. We plan to increase our concentration of Indian distributors to significantly increase our access to all channels. In addition, we plan to set up additional company-owned distribution centers to target modern trade retailers in 15 major cities in India, which we expect will result in greater market penetration and higher margins.

 

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    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 9.0% of Indian retail trade, and is expected to grow at a 17.0% CAGR through 2020. 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.  We plan to leverage the success of our third party branded products in international markets to further penetrate these and other markets with 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.

    Expand into New High-Growth Markets.  We expect to continue to increase our international sales, which were 66.0% of our revenue in fiscal 2012, by expanding into new high-growth markets. We plan to expand our sales into more than 25 additional countries in the next five years.

    Increase Processing Capacity and Operating Efficiencies to Capture Long Term Growth Opportunities and Drive Margin Expansion.  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 this offering, 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.

Corporate Structure

        ANFI is a newly incorporated BVI business company and currently has no business operations of its own. After the completion of this offering, all our operations will be conducted through Amira India and its subsidiaries, which we will not wholly own but expect to control through our wholly owned subsidiary, Amira Mauritius, upon the closing of the share subscription by Amira Mauritius described below, which will occur contemporaneously with the completion of this offering.

        As of the date of this prospectus, 88.4% 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. As described below, following the completion of this offering, Mr. Chanana and his affiliates will continue to have a direct ownership stake in Amira India.

        ANFI's wholly-owned subsidiary Amira Mauritius has entered into a share subscription agreement with Amira India, pursuant to which Amira India has agreed to issue and sell to Amira Mauritius, contemporaneous with the completion of the offering, a number of its equity shares representing 85.4% of the total number of outstanding equity shares of Amira India, assuming we sell the 9,000,000 ordinary shares offered hereby at an initial public offering price of $14.00 per share, representing the mid-point of the estimated range set forth on the cover page of this prospectus. Other than equity shares, Amira India has no other class of equity outstanding, with or without voting rights. As a result, following the completion of the share subscription, Amira Mauritius will not wholly own but will control Amira India. The share subscription by Amira Mauritius will be funded with substantially all of the net proceeds of this offering (other than approximately $3 million to be retained by ANFI to fund its future operating expenses) and will occur contemporaneously with the completion of this offering. The actual number of equity shares of Amira India that Amira Mauritius will subscribe for will equal such net proceeds divided by the per share value of such shares, which we determined using the discounted free cash flow method in accordance with Reserve Bank of India's current pricing guidelines

 

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for issuance of shares to persons resident outside India, or the RBI Price. Amira India will use approximately $25 million of the funds it receives from the share subscription to fund the development of a new processing facility and approximately $85 million of the funds to repay outstanding indebtedness.

        By structuring the transfer of substantially all of the economic interests and control of Amira India as a subscription for its shares, no existing holders of Amira India equity shares will receive any portion of the net proceeds of this offering, and therefore, based on our intended use of proceeds, we will be able to use all of these proceeds for our business.

        Following the completion of this share subscription by Amira Mauritius, Mr. Chanana and his affiliates will own 14.6% of the equity shares of Amira India and 68.6% of ANFI directly, giving them an effective economic interest in Amira India of 73.2% (assuming completion of the purchase by Mr. Chanana of 11.6% of the existing outstanding equity shares of Amira India prior to or upon the completion of this offering, as discussed more fully in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Corporate Reorganization—Ownership of Amira India"). As a result, an investor's ownership of us following consummation of this offering will represent a smaller corresponding indirect ownership in Amira India. An increase in the assumed initial public offering price of $1.00 will increase Amira Mauritius' ownership of Amira India by 0.9% and a decrease in the assumed initial public offering price of $1.00 will decrease Amira Mauritius' ownership of Amira India by 1.0%, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same. A one million share increase in the number of shares offered by us in this offering would increase Amira Mauritius' ownership of Amira India by 1.3% and a one million share decrease in the number of shares offered by us in this offering would decrease Amira Mauritius' ownership of Amira India by 1.6%.

        The diagram below illustrates our corporate structure upon the completion of this offering assuming an initial public offering price of $14.00 per share, which represents the mid-point of the estimated range set forth on the cover page of this prospectus, and Amira Mauritius' subscription for equity shares representing 85.4% of the total number of outstanding 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. For more information about the corporate reorganization that will occur contemporaneously with the completion of this offering, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Corporate Reorganization."

 

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GRAPHIC
   

(1)
The directors of ANFI are Karan A. Chanana, Bimal Kishore Raizada, Sanjay Chanana, Neal Cravens and Daniel Malina. The officers of ANFI are Mr. Chanana, Chief Executive Officer, Ritesh Suneja, Chief Financial Officer and Protik Guha, Chief Operating Officer.

(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. Chanana, Chairman, Protik Guha, Chief Executive Officer, and Ritesh Suneja, 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. Upon the completion of this offering and the concurrent share subscription, a majority of the equity shares of Amira India will be owned by Amira Mauritius, so ANFI, as the sole shareholder of Amira Mauritius, will have the ability to elect all of the directors of Amira India.

(3)
Assumes the completion of the purchase by Karan A. Chanana of 11.6% of the existing outstanding equity shares of Amira India prior to or upon the completion of this offering, as discussed more fully in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Corporate Reorganization—Ownership of Amira India."

Implications of Being an Emerging Growth Company

        As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement in the assessment of the emerging growth company's internal control over financial reporting. The JOBS Act also provides that an emerging growth company need not comply with any new or revised financial accounting standard until such date that a non-reporting company is required to comply with such new or revised accounting standard. However, we have irrevocably elected not to avail ourselves of this exemption. Furthermore, we are not

 

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required to present selected financial information or any management's discussion herein for any period prior to the earliest audited period presented in connection with this prospectus.

        We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we have total annual gross revenues of at least $1.0 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the previous 3-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, or the Exchange Act. When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. If we choose to take advantage of any of these reduced reporting burdens, the information that we provide shareholders may be different than you might get from other public companies.

Summary Risks

        Our business is subject to numerous risks and uncertainties that you should understand before making an investment decision. These risks are discussed more fully in the section titled "Risk Factors" beginning on page 12 of this prospectus. These include the following:

    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;

    our results of operations are susceptible to fluctuations in foreign currency exchange rates;

    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;

    we are in part dependent on dividends and other distributions from our subsidiaries, neither we nor our subsidiaries, including Amira India, anticipate paying any cash dividends in the foreseeable future, and Amira India's ability to pay dividends to provide ANFI with funds for its expenses is limited under Indian law and covenants in its loan facilities; and

    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.

        Our principal executive office is located at 29E, A.U. Tower Jumeirah Lake Towers Dubai, United Arab Emirates, or the UAE, and our telephone number at that address is 9714-235-1755. Our website is www.amirafoods.com. Information contained on our website does not constitute part of, and is not deemed incorporated by reference into, this prospectus. Our registered office is located at 171 Main Street, Road Town, Tortola VG1110, British Virgin Islands.

 

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The Offering

Ordinary shares offered by us

  9,000,000 ordinary shares (or 10,350,000 ordinary shares if the underwriters exercise their over-allotment option in full)

Ordinary shares to be outstanding after the offering

  33,579,089 ordinary shares (or 34,929,089 ordinary shares if the underwriters exercise their over-allotment option in full).

Over-allotment

  We have granted a 30-day option (commencing from the date of this prospectus) to the underwriters to purchase an additional 1,350,000 ordinary shares to cover over-allotments of ordinary shares, if any.

Use of Proceeds

  We estimate that the net proceeds to us from this offering will be approximately $113 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (including the consulting fee being paid to our consultant as described in "Underwriting"). We intend to use approximately $110 million of the net proceeds to fund the purchase of equity shares of Amira India pursuant to the subscription agreement contemporaneously with the completion of this offering, of which Amira India will use approximately $25 million to partially fund the development of a new processing facility and $85 million to repay our term loan facilities and a portion of the indebtedness under our secured revolving credit facilities. We intend to retain $3 million to fund future operating expenses of ANFI through 2015. For more information, see "Use of Proceeds."

Risk factors

  Investment in our ordinary shares involves a high degree of risk. See "Risk Factors" in this prospectus beginning on page 12 for a discussion of risks and uncertainties that you should consider in evaluating an investment in our securities.

Proposed New York Stock Exchange symbol

  We have been authorized to list our ordinary shares on the New York Stock Exchange under the symbol "ANFI."

        Except as otherwise indicated or the context otherwise requires, throughout this prospectus the number of ordinary shares shown to be outstanding after this offering and other share-related information is based on ordinary shares outstanding as of June 30, 2012, and:

    our sale of ordinary shares in this offering;

    the effectiveness of a 196.6-for-one stock split, in the form of a share dividend, of our ordinary shares; and

    the exchange by the shareholders of Amira India of all their Amira India equity shares for our ordinary shares pursuant to the exchange agreement at the initial ratio of 2.64 for one.

        Unless otherwise indicated, the information in this prospectus assumes no exercise of the underwriters' over-allotment option to purchase additional ordinary shares.

 

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Summary Consolidated Financial Information

        The following summary financial information has been derived from our consolidated financial statements included elsewhere in this prospectus, which reflect the financial data of A mira India, our predecessor. Following the consummation of this offering and the use of proceeds therefrom, we will own 85.4% of Amira India and will consolidate its financial results into ours. As a result, following the consummation of this offering, the remaining approximately 14.6% of Amira India that will not be indirectly owned by ANFI will be reflected in our consolidated financial statements as a non-controlling interest and, accordingly, the profit after tax attributable to equity shareholders of ANFI will be reduced by a corresponding percentage.

        The financial data set forth below should be read in conjunction with, and is qualified by reference to, "Selected Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with IFRS as issued by the IASB. Our historical results do not necessarily indicate results expected for any future period.

 
  For the Year Ended March 31,   For the Three Months Ended June 30,  
 
  2010   2011   2012   2011   2012  

Income Statements Data

                               

Revenue

  $ 201,663,883   $ 255,011,121   $ 328,979,799   $ 67,129,350   $ 80,171,804  

Other income

    1,834,506     2,147,141     637,383     228,998     51,399  

Cost of material

    (210,580,278 )   (234,707,437 )   (270,259,623 )   (63,693,752 )   (36,778,793 )

Change in inventory of finished goods

    37,612,653     28,688,934     6,667,730     8,272,555     (29,108,552 )

Personnel expenses

    (1,925,734 )   (2,413,584 )   (2,844,454 )   (634,423 )   (804,681 )

Depreciation and amortization

    (844,626 )   (1,915,934 )   (2,089,738 )   (539,006 )   (460,898 )

Freight, forwarding and handling expenses

    (5,282,320 )   (10,775,383 )   (13,990,863 )   (2,371,268 )   (2,724,280 )

Other expenses

    (7,282,069 )   (9,771,151 )   (10,568,202 )   (2,184,759 )   (2,912,313 )

Finance costs

    (12,670,922 )   (19,676,559 )   (21,786,007 )   (5,393,092 )   (5,338,500 )

Finance income

    72,770     164,853     303,036     42,358     109,167  

Other financial items

    5,392,277     2,607,924     1,032,599     1,539,688     2,269,416  

Profit before tax

    7,990,140     9,359,925     16,081,660     2,396,649     4,473,769  

Income tax expense

    (2,767,534 )   (2,948,276 )   (4,137,422 )   (682,462 )   (1,201,915 )

Profit after tax(1)

  $ 5,222,606   $ 6,411,649   $ 11,944,238   $ 1,714,187   $ 3,271,854  

Pro forma basic and diluted earnings per share(2)

 
$

0.16
 
$

0.19
 
$

0.36
 
$

0.05
 
$

0.10
 

Other Financial Data

                               

EBITDA(3)

  $ 21,505,688   $ 30,952,418   $ 39,957,405   $ 8,328,747   $ 10,273,167  

 

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  As at
March 31, 2012
  As at June 30, 2012  
 
  Actual   Actual   Pro Forma(2)   Pro Forma
As Adjusted(4)
 

Statements of Financial Position Data

                         

Cash and cash equivalents

  $ 8,368,256   $ 3,646,864   $ 3,646,864   $ 32,035,118  

Total current assets

    205,591,141     191,242,380     191,242,380     219,630,634  

Total assets

    232,052,837     215,654,983     215,654,983     244,043,237  

Total equity

    45,684,469     39,146,147     39,146,147     152,056,140  

Total debt

    141,755,853     143,582,760     143,582,760     59,061,021  

Total liabilities

    186,368,368     176,508,836     176,508,836     91,987,097  

Total equity and liabilities

    232,052,837     215,654,983     215,654,983     244,043,237  

(1)
Following the consummation of this offering and the use of proceeds therefrom, we will own 85.4% of Amira India and will consolidate its financial results into ours. As a result, following the consummation of this offering, the remaining approximately 14.6% of Amira India that will not be indirectly owned by ANFI will be reflected in our consolidated financial statements as a non-controlling interest and, accordingly, the profit after tax attributable to equity shareholders of ANFI will be reduced by a corresponding percentage.

(2)
Pro forma figures reflect the share subscription by Amira Mauritius with substantially all of the net proceeds of this offering (other than approximately $3 million to be retained by ANFI to fund its future operating expenses), to bring Amira India under the control of ANFI, resulting in a reorganization of entities under common control, and the effectiveness of a 196.6-for-one stock split of our ordinary shares, each of which will occur substantially contemporaneously with the completion of this offering. Pro forma basic earnings per share is calculated by dividing our profit after tax, which following the consummation of this offering will be reduced by the amount of a non-controlling interest reflecting the remaining approximately 14.6% of Amira India that will not be indirectly owned by ANFI, by our weighted average outstanding ordinary shares, during the applicable period. Pro forma diluted earnings per share is calculated by dividing our profit after tax by the weighted average of the sum of our outstanding ordinary shares and the ordinary shares subject to the exchange agreement, during the applicable period. A reorganization involving entities under common control is outside the scope of IFRS 3, and there is no other authoritative guidance under IFRS for accounting of similar transactions. Accordingly, management is required to use its judgment to develop an accounting policy that is relevant and reliable, in accordance with paragraph 12 of International Accounting Standard, or IAS, 8. Management intends to apply the pooling of interest method to account for this reorganization on the completion of this offering. This method is also prescribed under U.S. GAAP for the reorganization of entities under common control.

(3)
The presentation of this non-IFRS financial measure 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 EBITDA as profit after tax plus finance costs, income tax expense and depreciation and amortization. For more information, see "Non-IFRS Financial Measure" under "Management's Discussion and Analysis of Financial Condition."

(4)
Pro forma as adjusted figures reflect our sale of ordinary shares in this offering and the application of the net proceeds as described under "Use of Proceeds."

 

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RISK FACTORS

        Investment in our ordinary shares involves a high degree of risk. You should carefully consider the following information about these risks, together with other information contained in this prospectus, before investing in our ordinary shares. If any of the following risks actually occurs, our business, financial condition and results of operations could suffer. If this happens, the trading price of our ordinary shares could decline and you may lose all or part of your investment.

Risks Related to Our Business

    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 2010, 2011 and 2012, we generated 53.4%, 61.9% and 66.0%, 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;

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    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, a shipment of our rice was recently 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 "Business—Legal Proceedings."

        We expect that we will begin expanding 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.

    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

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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-owned 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.

        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 $140.0 million, $161.0 million, $141.8 million and $143.6 million as of the end of fiscal 2010, 2011 and 2012 and as of June 30, 2012, respectively. The aggregate amount outstanding under our various financing arrangements as of June 30, 2012 was $143.6 million, of which $6.3 million consisted of our long term debt and $137.3 million consisted of our short term debt, comprised primarily of our secured revolving credit facilities.

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        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. We have received lender consent for this offering and the corporate actions to be undertaken in connection therewith. However, we will need to obtain lender consent in order to undertake any such corporate actions in the future. 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 June 30, 2012, our outstanding short term debt amounting to $137.3 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.

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    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 started to decrease and have since settled at approximately $1,200 to $1,500 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 66.0% of our revenue in fiscal 2012 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, or the 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.

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    We derived 46.6% of our total revenue from our top five customers and distributors in fiscal 2012 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 57.7%, 50.5% and 46.6% of our total revenue for fiscal 2010, 2011 and 2012, 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, or 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 this offering 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. In the three year period ended March 31, 2012, our indirect sales to private companies in Iran and Syria represented less than 1.7 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 currently do not intend to conduct future activities or transact business with any Sanctions Target, even if permitted under, or not subject to, 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.

        Following this offering we will also be subject to the U.S. Foreign Corrupt Practices Act, or the 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

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anti-bribery laws may conflict with local customs and practices, which may negatively impact our results of operations.

        We are currently in the process of developing and implementing formal controls and procedures to ensure that we are in compliance with OFAC and the FCPA and similar laws, regulations and sanctions. The implementation of such procedures may be time consuming and expensive, and 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.

    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 geographical 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, 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.

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    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.

    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 this offering 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 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.

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    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.

    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 2010, 2011 and 2012, our international revenue accounted for 53.4%, 61.9% and 66.0% of our total revenue, respectively. 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

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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 have led to a significant overall decrease in sales of Basmati rice to the EU, which standards are expected to revert 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.

    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

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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.

    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, 53.4%, 61.9% and 66.0% of our total revenue for fiscal 2010, 2011 and 2012 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. For more information, see "Management's

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Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting our Results of Operations—Foreign Exchange Fluctuations." 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, 2013, and typically need to be renewed on an annual basis.

        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. See "Business—Legal Proceedings." These actions may seek,

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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.

        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 a HACCP (Hazard Analysis & Critical Control Points) accreditation. In addition, we have received certifications from BRC Global Standards, the U.S. Food and Drug Administration, SGS Group 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.

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    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.

    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 2012, 34.0% of our revenue was derived from sales in India. In addition, the CIA World Factbook estimates that consumer inflation in India was 12.0% in 2010 and 6.8% in 2011. 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 August 31, 2012, we employed 252 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

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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. Our employee costs amounted to $1.9 million, $2.4 million and $2.8 million in fiscal 2010, 2011 and 2012, respectively. 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.

    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.

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    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 this offering and the concurrent share subscription, a majority of Amira India's equity shares will be directly held by Amira Mauritius, which would 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.

        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.

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    We are a holding company and are dependent on dividends and other distributions from our subsidiaries, particularly Amira India, which we will not wholly own after this offering therefore 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 or Amira India anticipates paying any cash dividends for the foreseeable future. Investors' ownership of us following completion of this offering and the concurrent share subscription will represent 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. Upon completion of this offering and the concurrent share subscription, we will 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 upon completion of this offering 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 more information, see "Dividend Policy."

    For as long as we are an "emerging growth company," we will not be 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, or the Sarbanes-Oxley Act, (2) not being required to comply with any new requirements adopted by the Public Company Accounting Oversight Board, or 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 SEC 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

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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 you may not have the same protections afforded to shareholders of such companies.

    We will be a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to the Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer.

        Upon the completion of this offering, we will report under the Exchange Act as a foreign private issuer. Because we qualify as a foreign private issuer under the Exchange Act, we will be 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, or the SEC, 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 SEC 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, in the fiscal years ending on or after December 15, 2011, foreign private issuers will not be 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, you may not have the same protections afforded to stockholders 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.

        We have been authorized to list our ordinary shares 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 SEC each significant New York Stock Exchange requirement with which it does not comply followed by a description of its applicable home country practice.

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        In addition, we are, and will continue to be after the completion of this offering, 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.

    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 (as defined in the section titled "Taxation—U.S. Federal Income Taxation—General") 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 expected composition (and estimated values) of the assets and the nature of the income of us and our subsidiaries after the completion of this offering and the concurrent share subscription, we do not anticipate that we will be treated as a PFIC for our current taxable 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. For more information, see "Taxation—U.S. Federal Income Taxation—U.S. Holders—Passive Foreign Investment Company Rules."

    The tax opinion provided to us by Loeb & Loeb LLP does not provide a "will" level of comfort on certain of the U.S. federal income tax issues discussed in the tax disclosure and does not address all tax issues, including those that are dependent on future facts or events.

        Loeb & Loeb LLP, as U.S. counsel for us in connection with this offering, has provided an opinion to us (which is attached as Exhibit 8.2 to the registration statement of which this prospectus forms a part) that, subject to the assumptions, limitations and qualifications stated therein and herein, Loeb & Loeb LLP has confirmed and adopted as its opinion the statements of U.S. federal income tax law as set forth herein under the caption "Taxation—U.S. Federal Income Taxation," or the tax disclosure. Because of the absence of guidance directly on point as to how certain tax consequences discussed in the tax disclosure would be treated for U.S. federal income tax purposes, it is not possible to predict what contrary positions, if any, may be taken by the Internal Revenue Service, or the IRS, or a court considering these tax issues and whether such positions would be materially different from those discussed in the tax disclosure. As a result, the word "should" rather than "will" is used in certain portions of the tax disclosure in order to indicate a degree of uncertainty concerning these issues that is greater than would be indicated by a "will" level of opinion, but is less than would be indicated by a "more-likely-than-not" level of opinion. Moreover, certain tax issues that are discussed in the tax

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disclosure are dependent on future facts or events, such as whether we will be classified as a PFIC for U.S. federal income tax purposes, and therefore cannot be addressed by a tax opinion. Accordingly, each prospective investor is urged to consult its own tax advisors regarding the tax issues discussed in the tax disclosure and how they may relate to the investor's particular circumstances. See "Taxation—U.S. Federal Income Taxation" below for a more in depth discussion of these issues.

    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.

        After giving effect to the ordinary shares being offered in this offering, 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, will directly or indirectly hold approximately 68.6% of the outstanding ordinary shares of ANFI. Accordingly, these shareholders will be 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 will 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 will be able to approve any sale of more than fifty percent 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, immediately upon the completion of this offering and the application of its net proceeds, Mr. Chanana and certain of his affiliates, including various companies controlled by him and direct members of his family, will also 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. 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. 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.

        As a public company, we will have significant additional requirements for enhanced financial reporting and internal controls. We will be 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

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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 following the date on which we cease to qualify as an emerging growth company or if we 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 not, 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 this offering 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, or the DED, imposed a fine and prohibition on a distributor/retailer of our "Amira" branded products in the UAE,

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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.

        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." Through these legal proceedings, Amira India has sought injunctive relief, and in some cases 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 will incur increased costs as a result of being a public company.

        As a public company, we will 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 SEC, 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 will 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.

Risks Related to this Offering

    Investors may have difficulty enforcing judgments against us, our directors and management.

        ANFI is incorporated under the laws of the BVI. Further, we conduct substantially all of our operations in India through our key operating subsidiary in India. The majority of our directors and officers, and some of the experts named in this prospectus, reside outside the United States, and a majority of our assets and some or all of the assets of such persons are located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon us or those persons, or to recover against us or them on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. An award of punitive damages under a U.S. court judgment based upon United States federal securities laws is likely to be construed by BVI and Indian courts to be penal in nature and therefore unenforceable in both the BVI and India. Further, no claim may be brought in the BVI or India against us or our directors and officers in the first instance for violation of U.S. federal securities laws because these laws have no extraterritorial application under BVI or Indian law and do not have force of law in the BVI or India. However, a BVI or Indian court may impose civil liability, including the possibility of monetary damages, on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under BVI or Indian law. Moreover, it is unlikely that a court in the BVI or India would award damages on the same basis as a foreign court if an action were brought in the BVI or India or that a BVI or Indian court would enforce foreign judgments if it viewed the judgment as inconsistent with BVI or Indian practice or public policy.

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        The courts of the BVI or India would not automatically enforce judgments of U.S. courts obtained in actions against us or our directors and officers, or some of the experts named herein, predicated upon the civil liability provisions of the U.S. federal securities laws, or entertain actions brought in the BVI or India against us or such persons predicated solely upon U.S. federal securities laws. Further, there is no treaty in effect between the United States and the BVI providing for the enforcement of judgments of U.S. courts in civil and commercial matters and the United States has not been declared by the Government of India to be a reciprocating territory for the purposes of enforcement of foreign judgments, and there are grounds upon which BVI or Indian courts may decline to enforce the judgments of U.S. courts. Some remedies available under the laws of U.S. jurisdictions, including remedies available under the U.S. federal securities laws, may not be allowed in the BVI or Indian courts if contrary to public policy in the BVI or India (as the case may be). Because judgments of U.S. courts are not automatically enforceable in the BVI or India, it may be difficult for you to recover against us or our directors and officers or some experts named in this prospectus based upon such judgments. In India, prior approval of the Reserve Bank of India is required in order to repatriate any amount recovered pursuant to such judgments. For more information, see "Enforceability of Civil Liabilities."

    The price of our ordinary shares will fluctuate and you may not be able to sell your ordinary shares at or above the initial public offering price.

        Before this initial public offering, there was no public market for our ordinary shares. An active public market for our ordinary shares may not develop, and the market price of our ordinary shares may decline below the initial public offering price. The initial public offering price of our ordinary shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the trading market following this offering. You may not be able to resell your ordinary shares at a price that is attractive to you. In addition, the market price of our ordinary shares could fluctuate significantly after this offering. In recent years, the stock market has experienced significant volatility. These and other factors may cause the market price and demand for our ordinary shares to fluctuate substantially, which may limit or prevent investors from readily selling their ordinary shares and may otherwise negatively affect the liquidity of our ordinary shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from other business concerns.

    You will experience immediate and substantial dilution in the net tangible book value of ordinary shares purchased.

        The initial public offering price per ordinary share is substantially higher than the net tangible book value per ordinary share prior to this offering. Accordingly, if you purchase our ordinary shares in this offering, you will incur immediate dilution of approximately $9.48 in the net tangible book value per ordinary share from the price you pay for our ordinary shares, representing the difference between (1) the assumed initial public offering price of $14.00 per ordinary share (the mid-point of the estimated offering price range set forth in the front cover of this prospectus) and (2) the pro forma net tangible book value per ordinary share of $4.52 at June 30, 2012 after giving effect to this offering. For more information, see "Dilution."

    We may not pay any cash dividends on our ordinary shares.

        We have not paid dividends on any of our ordinary shares to date and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. As a result, capital appreciation, if any, of our ordinary shares are likely to be your sole source of gain for the

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foreseeable future. Consequently, in the foreseeable future, you will likely only experience a gain from your investment in our ordinary shares if the price of our ordinary shares increases.

        In addition, our ability and decisions whether to pay dividends in the future will depend on our earnings, financial condition and capital requirements. Dividends distributed by us will attract dividend distribution tax at rates applicable from time to time. We may not generate sufficient income to cover our operating expenses and pay dividends to our shareholders, or at all. Since we will conduct substantially all our operations through Amira India, our ability to pay dividends may depend on the availability of dividends from Amira India, and its credit facilities preclude it from paying cash dividends without the consent of certain lenders. A portion of any dividend paid by Amira India will not go to us but rather to Mr. Karan A. Chanana and his affiliates. Our ability to pay dividends also could be restricted under financing arrangements that we may enter into in the future and we may be required to obtain the approval of lenders in the event we are in default of our repayment obligations. We may be unable to pay dividends in the near or medium term, and our future dividend policy will depend on our capital requirements, financing arrangements, results of operations and financial condition.

    Future issuances of our ordinary or preferred shares may cause a dilution in your shareholding and restrictions agreed to as part of debt financing arrangements may place restrictions on our operations.

        We may be required to raise additional funding to meet our working capital, capital expenditure requirements for our planned long term capital needs, or to fund future acquisitions. If such funding is raised through issuance of new equity or equity-linked securities, it may cause a dilution in the percentage ownership of our then existing shareholders. Our memorandum and articles of association authorizes the issuance of an unlimited number of ordinary shares and preferred shares without the need for shareholder approval. We may issue a substantial number of additional ordinary shares, which may significantly dilute the equity interests of investors in this offering who will not have pre-emptive rights with respect to such an issuance, subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded to our ordinary shares, or harm prevailing market prices for our ordinary shares.

        Alternatively, if such funding requirements are met by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may:

    limit our ability to pay dividends or require us to seek consents for the payment of dividends;

    increase our vulnerability to general adverse economic and industry conditions;

    limit our ability to pursue our business strategies;

    require us to dedicate a substantial portion of our cash flow from operations to service our debt, thereby reducing the availability of our cash flow to fund capital expenditure, working capital requirements and other general corporate purposes; and

    limit our flexibility in planning for, or reacting to, changes in our business and our industry.

    Future sales of shares by existing shareholders could cause our stock price to decline.

        If our existing shareholders sell, or indicate an intent to sell, substantial amounts of our ordinary shares in the public market after the 180-day contractual lock-up and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our ordinary shares could decline significantly and could decline below the initial public offering price. We cannot predict the effect, if any, that future public sales of these ordinary shares or the availability of these ordinary shares for sale will have on the market price of our ordinary shares. Based on 24,579,089 ordinary shares outstanding as of June 30, 2012, upon the completion of this offering, we will have outstanding 33,579,089 ordinary shares, in each case including any ANFI ordinary shares to be issued upon the exchange by the shareholders of Amira India of all their Amira India equity shares pursuant to the exchange agreement.

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Of these shares, 9,000,000 ordinary shares, plus any shares sold pursuant to the underwriters' option to purchase additional shares, will be immediately freely tradable, without restriction, in the public market. Our officers, directors and principal shareholders have executed lock-up agreements preventing them from selling any ordinary shares held by them prior to this offering that they hold for a period of 180 days from the date of this prospectus, subject to certain limited exceptions and extensions described under the section titled "Underwriting." UBS Securities LLC and Deutsche Bank Securities Inc. may, in their sole discretion, permit our officers, directors and current shareholders to sell shares prior to the expiration of these lock-up agreements.

        After the lock-up agreements pertaining to this offering expire, an additional 19,660,000 shares (excluding our ordinary shares issuable pursuant to the exchange agreement) will be eligible for sale in the public market in accordance with and subject to the limitation on sales by affiliates as provided in Rule 144 under the Securities Act of 1933, as amended, or the Securities Act. In addition, 3,881,010 shares reserved for future issuance under our 2012 Omnibus Incentive Plan and 4,919,089 shares issuable upon the exchange by the shareholders of Amira India of all their Amira India equity shares pursuant to the exchange agreement will become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. If our existing shareholders sell substantial amounts of our ordinary shares in the public market, or if the public perceives that such sales could occur, this could significantly harm the market price of our ordinary shares, even if there is no relationship between such sales and the performance of our business.

    Certain types of class or derivative actions generally available under U.S. law may not be available as a result of the fact that ANFI is incorporated in the BVI. As a result, the rights of shareholders may be limited.

        BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the BVI, based on certain liability provisions of U.S. securities laws that are penal in nature.

    Our right to issue preferred shares could make a third party acquisition of us difficult.

        Our memorandum and articles of association permits our board of directors to issue preferred shares in one or more series and designate rights, preferences, designations and limitations attaching to the preferred shares as they determine in their discretion and without shareholder approval. If issued, the rights, preferences, designations and limitations of the preferred shares could operate to the disadvantage of the outstanding ordinary shares and the holders of the ordinary would not have any pre-emption rights with respect to such issuance. Such terms could include, among others, preferences as to dividends and distributions on liquidation, or could be used to prevent possible corporate takeovers.

    If securities or industry research analysts do not publish or cease publishing research or reports about our business or if they issue unfavorable commentary or downgrade our ordinary shares, our stock price and trading volume could decline.

        The trading market for our ordinary shares will rely in part on the research and reports that securities and industry research analysts publish about us, our industry and our business. We do not have any control over these analysts. Our stock price and trading volumes could decline if one or more securities or industry analysts downgrade our ordinary shares, issue unfavorable commentary about us,

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our industry or our business, cease to cover our company or fail to regularly publish reports about us, our industry or our business.

    You may be subject to Indian taxes on income arising through the sale of our ordinary shares.

        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. For additional information, see "Taxation—Indian Taxation."

    You may have more difficulty protecting your interests than you would as a shareholder of a U.S. corporation.

        Our corporate affairs are governed by the provisions of our memorandum and articles of association, as amended and restated from time to time, and by the provisions of applicable BVI law. The rights of our shareholders and the responsibilities of our directors and officers under BVI law are different from those applicable to a corporation incorporated in the United States. There may be less publicly available information about us than is regularly published by or about U.S. issuers. Also, the BVI regulations governing the securities of BVI companies may not be as extensive as those in effect in the United States, and the BVI law and regulations regarding corporate governance matters may not be as protective of minority shareholders as state corporation laws in the United States. Therefore, you may have more difficulty protecting your interests in connection with actions taken by our directors and officers or our principal shareholders than you would as a shareholder of a corporation incorporated in the United States.

    There are no pre-emptive rights in favor of holders of ordinary shares so you may not be able to participate in future equity offerings.

        There are no pre-emptive rights applicable under our memorandum and articles of association or BVI law in favor of existing shareholders in respect of further issues of shares. Consequently you may not be entitled to participate in any such future offerings of shares.

    We are not subject to the supervision of the Financial Services Commission of the BVI. As a result, our shareholders are not protected by any regulatory inspections in the BVI.

        We are not an entity subject to any regulatory supervision in the BVI by the Financial Services Commission. As a result, shareholders are not protected by any regulatory supervision or inspections by any regulatory agency in the BVI and we are generally not required to observe any restrictions in respect of our conduct under BVI law, except as otherwise disclosed in this prospectus, under the BVI Business Companies Act, 2004, or the BVI Act, or our memorandum and articles of association. There are no approval, filing or registration requirements currently in force in the BVI with respect to this offering.

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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

        This prospectus contains many statements that are "forward-looking" and uses forward-looking terminology such as "anticipate," "believe," "could," "estimate," "expect," "future," "intend," "may," "ought to," "plan," "possible," "potentially," "predicts," "project," "should," "will," "would," negatives of such terms or other similar statements. You should not place undue reliance on any forward-looking statement due to its inherent risk and uncertainties, both general and specific. Although we believe the assumptions on which the forward-looking statements are based are reasonable and within the bounds of our knowledge of our business and operations as of the date of this prospectus, any or all of those assumptions could prove to be inaccurate. As a result, the forward-looking statements based on those assumptions could also be incorrect. The forward-looking statements in this prospectus 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;

    our planned use of proceeds;

    governmental policies regarding our industry; and

    the impact of legal proceedings.

        The forward-looking statements included in this prospectus are subject to known and unknown 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 are described under "Risk Factors" and elsewhere in this prospectus, and 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 Indian 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;

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    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 prospectus include additional factors which could significantly harm our business and financial performance. The forward-looking statements contained in this prospectus speak only as of the date of this prospectus 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 prospectus. 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 prospectus or to reflect the occurrence of unanticipated events.

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USE OF PROCEEDS

        We estimate that our proceeds from this offering, net of underwriting discounts and commissions and the estimated offering expenses payable by us (including the consulting fee being paid to our consultant as described in "Underwriting") will be approximately $113 million (or approximately $130 million if the underwriters exercise their over-allotment option in full), based on an initial offering price of $14.00 per share, which represents the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus. A $1.00 increase (decrease) in the assumed initial public offering price of $14.00 per share would increase (decrease) the net proceeds to us from this offering by approximately $8 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. A one million share increase (decrease) in the number of shares offered by us in this offering would increase (decrease) the net proceeds to us by approximately $13 million.

        We intend to use $110 million of net proceeds to fund the purchase by Amira Mauritius of equity shares of Amira India pursuant to the share subscription agreement, which will occur contemporaneously with the completion of this offering, and to retain $3 million to fund future operating expenses of ANFI through 2015.

        Net proceeds of $110 million to be received by Amira India pursuant to the share subscription agreement are intended to be used as follows:

    $25 million to partially fund the development of a new processing facility; and

    $85 million to repay our term loan facilities and a portion of the indebtedness under our secured revolving credit facilities.

        Upon repayment of our term loan facilities and secured revolving credit facilities, we do not plan to immediately draw down on our credit facilities.

        The weighted average interest rates under our term loan facilities and outstanding secured revolving credit facilities for each of the years ended March 31, 2010, 2011 and 2012 and the three months ended June 30, 2012 were as follows:

Interest
   
  March 31,
2010
  March 31,
2011
  March 31,
2012
  June 30,
2012
 

Secured revolving credit facilities

  Floating Rates of Interest     10.4 %   10.6 %   12.5 %   12.7 %

Term loans

  Floating Rates of Interest         11.5 %   12.4 %   11.5 %

        Our outstanding secured revolving credit facilities mature within one year. In the past year, we have used our revolving credit under such facilities to purchase paddy and other raw materials. Our term loan facilities have been utilized to finance the installation of plant and machinery at our processing facility. As of June 30, 2012, an aggregate of $109.2 million of debt under such facilities was outstanding.

        Other than the amounts to be used to partially fund the development of a new processing facility and repay our term loan facilities and outstanding secured revolving credit facilities, we have not yet determined the exact amount of the net proceeds to be used specifically for any of the foregoing purposes. Accordingly, our management will have significant flexibility in applying the remaining net proceeds from this offering. We may find it necessary or advisable to use portions of the proceeds from this offering for other purposes. Pending their use, we intend to invest our net proceeds from this offering primarily in short term, investment grade, interest-bearing instruments.

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DIVIDEND POLICY

        We have never paid or declared any cash dividends on our ordinary shares. We currently intend to retain all available funds and any future earnings to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future decision to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors deems relevant.

        Under BVI law, our directors may authorize payment of a dividend to shareholders at such time and of such an amount as they determine if they are satisfied on reasonable grounds that immediately following the dividend the value of the company's assets will exceed its liabilities and the company will be able to pay its debts as they become due. There is no further BVI statutory restriction on the amount of funds which may be distributed by us by dividend.

        We are a holding company and will have to rely on dividends and other distributions paid to us by our subsidiaries (in particular, Amira India) for our cash requirements, including funds to pay dividends and other cash distributions to our shareholders. Our ability and decision to pay dividends to our shareholders will depend on, among other things, the availability of dividends from Amira India. However, under the terms of Amira India's current credit facilities, it will be required to obtain the consent of certain lenders prior to declaring and paying any dividends and, in the event it is in default of its repayment obligations, it will also be required to obtain the consent of all its lenders prior to declaring and paying dividends. Amira India has never 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.

        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, since we will not own all of Amira India following the consummation of this offering and the use of the proceeds therefrom, we will not receive all of the dividends paid by Amira India. Rather, we will receive a dividend in proportion to our ownership interest in Amira India, which will be approximately 85.4% following consummation of this offering. Mr. Karan A. Chanana and his affiliates will directly receive the balance of any dividend paid by Amira India (assuming completion of the purchase by Mr. Chanana of 11.6% of the existing outstanding equity shares of Amira India).

        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. Under Indian law, shares of a company belonging to the same class must receive equal dividend treatment.

        Further, under Indian law, a company is permitted to declare or pay dividends in any year from profits for that year only if it transfers a specified percentage of profits for that year or previous years to the reserves of the company as prescribed by the Indian Companies Act, 1956, as amended, or the Companies Act, and applicable rules thereunder.

        If profits for a particular year are insufficient to declare dividends (including interim dividends), the dividends for that year may be declared and paid out from accumulated profits if the following conditions are fulfilled:

    the rate of dividend to be declared shall not exceed the average of the rates at which dividends were declared in the five years immediately preceding that year or 10.0% of the company's paid-up share capital, whichever is less;

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    the total amount to be drawn from the accumulated profits earned in previous years and transferred to the reserves shall not exceed an amount equal to one-tenth of the sum of the company's paid-up share capital and free reserves, and the amount so drawn shall first be utilized to set off the losses incurred in the financial year before any dividend in respect of preferred or equity shares is declared; and

    the balance of the reserves after such withdrawal shall not fall below 15.0% of the company's paid-up share capital.

        Given the above-mentioned restrictions of Indian law, Amira India may not have sufficient profits in any year or accumulated profits to permit payment of dividends to its shareholders, including Amira Mauritius. As such, it may not be practicable for us to use dividends from Amira India to provide ANFI with funds for its expenses.

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CAPITALIZATION

        The following table sets forth our cash position as well as our capitalization as of June 30, 2012 on:

    an actual basis (reflecting the capitalization of Amira India, our predecessor);

    on a pro forma basis to reflect the following transactions that will occur substantially contemporaneously with the completion of this offering:

    the share subscription by Amira Mauritius with substantially all of the net proceeds of $113 million of this offering (other than approximately $3 million to be retained by ANFI to fund its future operating expenses);

    the effectiveness of a 196.6-for-one stock split of our ordinary shares; and

    the amendment of our memorandum and articles of association.

    on a pro forma as adjusted basis to further reflect:

    our sale of 9,000,000 ordinary shares in this offering at an assumed initial public offering price of $14.00 per share, which represents the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus; and

    the application of the net proceeds of approximately $110 million therefrom by Amira India following the share subscription described above, of which $25 million will be used to partially fund the development of a new processing facility and $85 million will be used to repay our term loan facilities and a portion of the indebtedness under our secured revolving credit facilities;

      in the case of such pro forma as adjusted basis, as if such transactions had occurred on June 30, 2012.

        You should read this table in conjunction with our consolidated financial statements and notes thereto included in this prospectus, and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 
  As of June 30, 2012  
 
  Actual   Pro Forma   Pro Forma
As Adjusted
 

Cash and cash equivalents

  $ 3,646,864   $ 3,646,864   $ 32,035,118  
               

Total liabilities(1)

    176,508,836     176,508,836     91,987,097  

Share capital (12,979,975 ordinary shares issued and outstanding, actual; 24,579,089 ordinary shares issued and outstanding, pro forma; 33,579,089 ordinary shares issued and outstanding, pro forma as adjusted)

   
2,546,542
   
2,546,542
   
115,456,535
 

Securities premium

    8,757,683     8,757,683     8,757,683  

Reserve for available for sale financial assets

    (41,362 )   (41,362 )   (41,362 )

Currency translation reserve

    (5,313,139 )   (5,313,139 )   (5,313,139 )

Cash flow hedges

    (6,907,096 )   (6,907,096 )   (6,907,096 )

Actuarial gain/(loss) reserve

    12,380     12,380     12,380  

Capital redemption reserve

    385,983     385,983     385,983  

Retained earnings

    39,705,156     39,705,156     39,705,156  

Total equity attributable to shareholders

    39,146,147     39,146,147     152,056,140  
               

Total capitalization

  $ 215,654,983     215,654,983     244,043,237  
               

(1)
Total liabilities includes both non-current liabilities of $8,579,379 and current liabilities of $167,929,457.

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        A $1.00 increase (decrease) in the assumed initial public offering price of $14.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) share capital and total capitalization by $8 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses. A one million share increase (decrease) in the number of shares sold by us in this offering would increase (decrease) share capital and total capitalization by approximately $13 million, assuming an initial public offering price of $14.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

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DILUTION

        Our pro forma net tangible book value as of June 30, 2012 was approximately $38.8 million, or approximately $1.58 per ordinary share. "Pro forma net tangible book value per share" represents the amount of our total tangible assets less the amount of our total liabilities, divided by the number of ordinary shares outstanding, after giving retroactive effect to our planned corporate reorganization which will take place upon the closing of this offering.

        Dilution in pro forma net tangible book value per share represents the difference between the amount per share paid by purchasers of ordinary shares in this offering and the pro forma net tangible book value per ordinary share immediately after completion of this offering. Our pro forma net tangible book value as of June 30, 2012 would have been approximately $151.7 million, or approximately $4.52 per ordinary share, after giving effect to the sale of the ordinary shares being offered and deducting underwriting discounts and commissions and the estimated offering expenses.

        This represents an immediate increase in pro forma net tangible book value of $2.94 per share to existing shareholders and an immediate dilution in pro forma net tangible book value of $9.48 per share to new investors. The following table illustrates this per share dilution:

Assumed initial public offering price per ordinary share

        $ 14.00  

Pro forma net tangible book value per ordinary share as of June 30, 2012

  $ 1.58        

Increase in pro forma net tangible book value per ordinary share attributable to price paid by new investors

    2.94        
             

Pro forma net tangible book value per ordinary share after this offering

  $ 4.52        
             

Dilution in pro forma net tangible book value per ordinary share to new investors in this offering

        $ 9.48  
             

        The following table summarizes on a pro forma basis the differences as of June 30, 2012 between the shareholders as of June 30, 2012, at our most recent fiscal quarter end, and the new investors with respect to the number of ordinary shares purchased from us, the total consideration paid and the average price per ordinary share paid before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 
  Ordinary shares purchased   Total
consideration
  Average price
per ordinary
share
 
 
  Number   %   $   %   $  
 
  (in thousands, except for percentages and per share data)
 

Existing shareholders

    24,579,089 (1)   73.2     1,000     0.0     0.01  

New investors

    9,000,000     26.8     126,000,000     100.0     14.00  

Total

    33,579,089     100     126,001,000     100.0        
                       

(1)
Assumes the exchange by the shareholders of Amira India of all their Amira India equity shares for our ordinary shares pursuant to the exchange agreement at the initial ratio of 2.64 for one.

        If the underwriters' over-allotment option is exercised in full, the number of ordinary shares held by existing shareholders will be reduced to 70.4% of the total number of ordinary shares to be outstanding after this offering and the number of ordinary shares held by the new investors will be increased to 10,350,000 ordinary shares or 29.6% of the total number of ordinary shares outstanding after this offering.

        A 10% increase in the number of ordinary shares sold would decrease the number of shares held by existing shareholders as a percentage of the total number of ordinary shares outstanding after this offering by 1.9%; the number of ordinary shares held by new investors would increase by 900,000 ordinary shares or 2.6% of the total number of ordinary shares outstanding after this offering.

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ENFORCEABILITY OF CIVIL LIABILITIES

        ANFI is incorporated in the BVI and our primary operating subsidiary, Amira India, is incorporated in India. The majority of our directors and executive officers are not residents of the United States and substantially all of our assets and the assets of such persons are located outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon such persons or us. In addition, you may be unable to enforce judgments obtained in courts of the United States against such persons outside the jurisdiction of their residence, including judgments predicated solely upon U.S. securities laws.

        There is uncertainty as to whether the courts in the BVI would enforce judgments obtained in the United States against us or our directors or executive officers, as well as the experts named herein, based on the civil liability provisions of the securities laws of the United States or allow actions in the BVI against us or our directors or executive officers based only upon the securities laws of the United States. Further, foreign judgments may not be given effect to by a BVI court where it would be contrary to public policy in the BVI or to the extent that they constitute the payment of an amount which is in the nature of a penalty and not in the nature of liquidated damages. In addition, no claim may be brought in the BVI or India against us or our directors and officers, as well as the experts named herein, in the first instance for a violation of U.S. federal securities laws because these laws have no extraterritorial application under BVI or Indian law and do not have force of law in the BVI or India.

        In addition to and irrespective of jurisdictional issues, neither the BVI nor Indian courts will enforce a provision of the U.S. federal securities laws that is either penal in nature or contrary to public policy. An action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, is unlikely to be entertained by BVI or Indian courts. An award of punitive damages under a U.S. court judgment based upon U.S. federal securities law is likely to be construed by BVI and Indian courts to be penal in nature and therefore unenforceable in both the BVI and India. Specified remedies available under the laws of U.S. jurisdictions, including specified remedies under U.S. federal securities laws, would not be available under BVI or Indian law or enforceable in a BVI or Indian court, if they are considered to be contrary to BVI or Indian public policy (as the case may be).

        Section 44A of the Indian Code of Civil Procedure, 1908, as amended, or the Civil Procedure Code, provides that where a foreign judgment has been rendered by a superior court in any country or territory outside of India which the Government of India has by notification declared to be a reciprocating territory, such foreign judgment may be enforced in India by proceedings in execution as if the judgment had been rendered by an appropriate court in India. However, the enforceability of such judgments is subject to the exceptions set forth in Section 13 of the Civil Procedure Code. This section, which is the statutory basis for the recognition of foreign judgments, states that a foreign judgment is conclusive as to any matter directly adjudicated upon except:

    where the judgment has not been pronounced by a court of competent jurisdiction;

    where the judgment has not been given on the merits of the case;

    where the judgment appears on the face of the proceedings to be founded on an incorrect view of international law or a refusal to recognize the law of India in cases where such law is applicable;

    where the proceedings in which the judgment was obtained were opposed to natural justice;

    where the judgment has been obtained by fraud; or

    where the judgment sustains a claim founded on a breach of any law in force in India.

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        India is not a signatory to the "Convention on the Recognition and Enforcement of Foreign Judgments in Civil and Commercial Matters" or any other international treaty in relation to the recognition or enforcement of foreign judgments. Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court in any country or territory outside India which the Government of India has declared to be a reciprocating territory, it may be enforced in India as if the judgment had been rendered in India. The United States has not been declared by the Government of India to be a reciprocating territory for the purposes of Section 44A of the Civil Procedure Code. If a judgment of a foreign court is not enforceable under Section 44A of the Civil Procedure Code as described above, it may be enforced in India only by a suit filed upon the judgment, subject to Section 13 of the Civil Procedure Code, and not by proceedings in execution. Accordingly, a judgment of a court in the United States may be enforced only by filing a fresh suit on the basis of the judgment and not by proceedings in execution.

        The suit must be brought in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is difficult to predict whether a suit brought in an Indian court will be disposed of in a timely manner or be subject to untimely delay. Furthermore, it is unlikely that an Indian court would enforce a foreign judgment if it viewed the amount of damages awarded as excessive or inconsistent with public policy or practice in India.

        A party seeking to enforce a foreign judgment in India is required to obtain prior approval from the Reserve Bank of India under the Foreign Exchange Management Act, 1999, as amended, or FEMA, to repatriate any amount recovered pursuant to such enforcement. Any judgment in a foreign currency would be converted into Indian Rupees on the date of judgment and not on the date of payment.

        There is no statutory enforcement in the BVI of judgments obtained in the United States; however, the courts of the BVI will in certain circumstances recognize such a foreign judgment and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary provided that:

    the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

    is final and for a liquidated sum;

    the judgment given by the U.S. court was not in respect of penalties, taxes, fines or revenue obligations of the company;

    in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

    recognition and enforcement of the judgment in the BVI would not be contrary to public policy; and

    the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

        In appropriate circumstances, the BVI court may give effect in the BVI to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION

        You should read the following selected consolidated financial information in conjunction with our consolidated financial statements and notes thereto beginning on page F-1 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 45 in this prospectus.

        The following selected consolidated income statements data, other financial data, and statements of financial position data for fiscal 2010, 2011 and 2012 and the three months ended June 30, 2011 and 2012 are derived from our audited and interim unaudited consolidated income statements and statements of financial position included in this prospectus beginning on page F-1, which reflect the financial data of Amira India, our predecessor. Following the consummation of this offering and the use of proceeds therefrom, we will own 85.4% of Amira India and will consolidate its financial results into ours. As a result, following the consummation of this offering, the remaining approximately 14.6% of Amira India that will not be indirectly owned by ANFI will be reflected in our consolidated financial statements as a non-controlling interest and, accordingly, the profit after tax attributable to equity shareholders of ANFI will be reduced by a corresponding percentage.

        We have prepared our consolidated financial statements in accordance with IFRS as issued by IASB. Our historical results for any period are not necessarily indicative of results to be expected in any future period.

 
  For the Year Ended March 31,   For the Three Months Ended June 30,  
 
  2010   2011   2012   2011   2012  

Income Statements Data

                               

Revenue

  $ 201,663,883   $ 255,011,121   $ 328,979,799   $ 67,129,350   $ 80,171,804  

Other income

    1,834,506     2,147,141     637,383     228,998     51,399  

Cost of material

    (210,580,278 )   (234,707,437 )   (270,259,623 )   (63,693,752 )   (36,778,793 )

Change in inventory of finished goods

    37,612,653     28,688,934     6,667,730     8,272,555     (29,108,552 )

Personnel expenses

    (1,925,734 )   (2,413,584 )   (2,844,454 )   (634,423 )   (804,681 )

Depreciation and amortization

    (844,626 )   (1,915,934 )   (2,089,738 )   (539,006 )   (460,898 )

Freight, forwarding and handling expenses

    (5,282,320 )   (10,775,383 )   (13,990,863 )   (2,371,268 )   (2,724,280 )

Other expenses

    (7,282,069 )   (9,771,151 )   (10,568,202 )   (2,184,759 )   (2,912,313 )

Finance costs

    (12,670,922 )   (19,676,559 )   (21,786,007 )   (5,393,092 )   (5,338,500 )

Finance income

    72,770     164,853     303,036     42,358     109,167  

Other financial items

    5,392,277     2,607,924     1,032,599     1,539,688     2,269,416  

Profit before tax

    7,990,140     9,359,925     16,081,660     2,396,649     4,473,768  

Income tax expense

    (2,767,534 )   (2,948,276 )   (4,137,422 )   (682,462 )   (1,201,915 )

Profit after tax(1)

  $ 5,222,606   $ 6,411,649   $ 11,944,238   $ 1,714,187   $ 3,271,854  

Pro forma basic and diluted earnings per share(2)

   
0.16
   
0.19
   
0.36
   
0.05
   
0.10
 

Other Financial Data

                               

EBITDA(3)

  $ 21,505,687   $ 30,952,419   $ 39,957,405   $ 8,328,747   $ 10,273,167  

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  As at
March 31, 2012
  As at June 30, 2012  
 
  Actual   Actual   Pro Forma(2)   Pro Forma
As Adjusted(4)
 

Statements of Financial Position Data

                         

Cash and cash equivalents

  $ 8,368,256   $ 3,646,864   $ 3,646,864   $ 32,035,118  

Total current assets

    205,591,141     191,242,380     191,242,380     219,630,634  

Total assets

    232,052,837     215,654,983     215,654,983     244,043,237  

Total equity

    45,684,469     39,146,147     39,146,147     152,056,140  

Total debt

    141,755,853     143,582,760     143,582,760     59,061,021  

Total liabilities

    186,368,368     176,508,836     176,508,836     91,987,097  

Total equity and liabilities

    232,052,837     215,654,983     215,654,983     244,043,237  

(1)
Following the consummation of this offering and the use of proceeds therefrom, we will own 85.4% of Amira India and will consolidate its financial results into ours. As a result, following the consummation of this offering, the remaining approximately 14.6% of Amira India that will not be indirectly owned by ANFI will be reflected in our consolidated financial statements as a non-controlling interest and, accordingly, the profit after tax attributable to equity shareholders of ANFI will be reduced by a corresponding percentage.

(2)
Pro forma figures reflect the share subscription by Amira Mauritius with substantially all of the net proceeds of this offering (other than approximately $3 million to be retained by ANFI to fund its future operating expenses) to bring Amira India under the control of ANFI, resulting in a reorganization of entities under common control, and the effectiveness of a 196.6 for-one stock split of our ordinary shares, each of which will occur substantially contemporaneously with the completion of this offering. Pro forma basic earnings per share is calculated by dividing our profit after tax, which following the consummation of this offering will be reduced by the amount of a non-controlling interest reflecting the remaining approximately 14.6% of Amira India that will not be indirectly owned by ANFI, by our weighted average outstanding ordinary shares, during the applicable period. Pro forma diluted earnings per share is calculated by dividing our profit after tax by the weighted average of the sum of our outstanding ordinary shares and the ordinary shares subject to the exchange agreement, during the applicable period. A reorganization involving entities under common control is outside the scope of IFRS 3, and there is no other authoritative guidance under IFRS for accounting of similar transactions. Accordingly, management is required to use its judgment to develop an accounting policy that is relevant and reliable, in accordance with paragraph 12 of IAS 8. Management intends to apply the pooling of interest method to account for this reorganization on the completion of this offering. This method is also prescribed under U.S. GAAP for the reorganization of entities under common control.

(3)
The presentation of this non-IFRS financial measure 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 EBITDA as profit after tax plus finance costs, income tax expense and depreciation and amortization. For more information, see "Non-IFRS Financial Measure" under "Management's Discussion and Analysis of Financial Condition."

(4)
Pro forma as adjusted figures reflect our sale of ordinary shares in this offering and the application of the net proceeds as described under "Use of Proceeds."

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and notes thereto included in this prospectus beginning on page F-1. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this prospectus.

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. 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 2010 and 2011, Inc. India, a leading Indian business magazine, identified Amira India as one of India's fastest growing mid-sized companies.

        In fiscal 2010, 2011 and 2012, our revenue was $201.7 million, $255.0 million and $329.0 million, respectively, representing a CAGR of 27.7%. In fiscal 2010, 2011 and 2012, our profit after tax was $5.2 million, $6.4 million and $11.9 million, respectively, representing a CAGR of 51.2%. In fiscal 2010, 2011 and 2012, our EBITDA, or profit after tax plus finance costs, income tax expense and depreciation and amortization, was $21.5 million, $31.0 million and $40.0 million, respectively, representing a CAGR of 36.3%. Revenue from sales of our Amira branded and third party branded products contributed 91.9% to our total revenue in fiscal 2012. Revenue from sales to our institutional clients contributed 8.1% to our total revenue in fiscal 2012. Revenue for the three months ended June 30, 2012 was $80.2 million, with sales of Amira branded and third party branded products contributing 95.8% of our revenue and sales of bulk commodity products to our institutional clients contributing 4.2% of our revenue.

        Our Indian business contributed 34.0% of our fiscal 2012 revenue, and revenue from our international operations contributed 66.0% of our total revenue in fiscal 2012. 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 77 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.

        As of August 31, 2012, we had 60 employees working exclusively in sales, marketing and distribution. We divide these personnel across different geographic regions in India and the rest of the

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world. 45 of them are focused on sales and marketing to the Indian market, and 15 of them are focused on sales and marketing internationally. We plan to open additional company-owned distribution centers in 15 major cities in India to target modern trade retailers, 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 August 31, 2012, we had 77 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.

Corporate Reorganization

    General

        ANFI is a newly incorporated BVI business company and currently has no business operations of its own. After the completion of this offering, all our operations will be conducted through Amira India and its subsidiaries, which we will not wholly own but expect to control through our wholly owned subsidiary, Amira Mauritius, upon the closing of the share subscription by Amira Mauritius described below, which will occur contemporaneously with the completion of this offering.

    Ownership of Amira India

        As of the date of this prospectus, 88.4% 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. On May 1, 2012, Mr. Chanana, in his individual capacity, entered into an agreement with the holder of the remaining 11.6% of the existing outstanding equity shares of Amira India to purchase such shares. This agreement provides that this purchase will be effected when Indian regulatory approval for the purchase is obtained, which may be before or after the completion of the offering. Following such purchase, Mr. Chanana and his affiliates will be the only shareholders of Amira India other than Amira Mauritius. The price per Amira India share that Mr. Chanana will pay was negotiated on arm's length terms and will be substantially similar to the subscription price paid by Amira Mauritius for the Amira India shares as provided in the subscription agreement described below. Following the completion of this offering, Mr. Chanana and his affiliates will continue to have a direct minority ownership stake in Amira India.

    Subscription Agreement for Purchase of Amira India Shares upon the Completion of the Offering

        ANFI's wholly-owned subsidiary Amira Mauritius has entered into a share subscription agreement with Amira India, pursuant to which Amira India has agreed to issue and sell to Amira Mauritius, contemporaneous with the completion of the offering, a number of its equity shares representing 85.4% of the total number of outstanding equity shares of Amira India, assuming we sell the 9,000,000 ordinary shares offered hereby at an initial public offering price of $14.00 per share, representing the mid-point of the estimated range set forth on the cover page of this prospectus. Other than equity shares, Amira India has no other class of equity outstanding, with or without voting rights. As a result, following the completion of the share subscription, Amira Mauritius will not wholly own but will

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control Amira India. The share subscription by Amira Mauritius will be funded with substantially all of the net proceeds of this offering (other than approximately $3 million to be retained by ANFI to fund its future operating expenses) and will occur contemporaneously with the completion of this offering. The actual number of equity shares of Amira India that Amira Mauritius will subscribe for will equal such net proceeds divided by the per share value of such shares ($1.45), which we determined using the discounted free cash flow method in accordance with Reserve Bank of India's current pricing guidelines for issuance of shares to persons resident outside India, or the RBI Price. Amira India will use approximately $25 million of the funds it receives from the share subscription to fund the development of a new processing facility and approximately $85 million of the funds to repay outstanding indebtedness.

        By structuring the transfer of substantially all of the economic interests and control of Amira India as a subscription for its shares, no existing holders of Amira India equity shares will receive any portion of the net proceeds of this offering, and therefore, based on our intended use of proceeds, we will be able to use all of these proceeds for our business.

    Chanana's Ownership of ANFI and Amira India

        Prior to the offering, Mr. Chanana is the sole shareholder of ANFI. Assuming Indian regulatory approval is obtained and Mr. Chanana completes his purchase of 11.6% of the existing outstanding equity shares of Amira India prior to the completion of this offering, and following a 196.6-for-one forward split of our ordinary shares effected by a share dividend immediately prior to the completion of this offering and the completion of the share subscription by Amira Mauritius, Mr. Chanana will own 68.6% of ANFI and Mr. Chanana and his affiliates will own 14.6% of the equity shares of Amira India directly, giving them an effective economic interest in Amira India of 73.2% following this offering. In the event that Indian regulatory approval for Mr. Chanana's purchase of 11.6% of the existing outstanding equity shares of Amira India is not obtained prior to the completion of this offering, Mr. Chanana will own 68.6% of ANFI and Mr. Chanana and his affiliates will own 12.9% of the equity shares of Amira India directly, giving them an effective economic interest in Amira India of 71.5% pending receipt of such approval. The value of Mr. Chanana's ordinary shares of ANFI, including the shares issuable to him under the exchange agreement, will equal the valuation of ANFI prior to the completion of this offering, but assuming the completion of the share subscription by Amira Mauritius. Such valuation will be determined by negotiation between us and the underwriters as described in "Underwriting—Determination of Offering Price." As a result, an investor's ownership in us following the completion of this offering will represent a smaller corresponding indirect ownership interest of Amira India.

    Closing and Over-Allotment Option

        After the registration statement of which this prospectus forms a part is declared effective by the SEC, we and the underwriters will determine the proposed initial public offering price of our ordinary shares and sign the underwriting agreement, and our ordinary shares will commence trading on the New York Stock Exchange. In the event we raise less than the amount required to fund a subscription by Amira Mauritius which conveys control over Amira India pursuant to this offering, we will not complete the offering. Assuming we raise at least this amount, we expect to complete this offering three business days after the commencement of trading and in any event no later than four business days after the effective date of the registration statement of which this prospectus forms a part. In the event the underwriters exercise the over-allotment option to purchase up to an additional 1,350,000 shares in this offering, we will use such funds to subscribe for additional Amira India shares in accordance with permissible Indian laws and regulations.

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    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 shall be elected by the vote of shareholders of Amira India holding a majority of its equity shares at its general meeting. Upon the completion of this offering and the concurrent share subscription, a majority of the equity shares of Amira India will be owned by Amira Mauritius and the board of directors of Amira India will consist of Karan A. Chanana, Anita Daing, Anil Gupta, Shyam Poddar and Rahul Sood.

    Exchange Agreement and Right of First Refusal

        We have also entered into an exchange agreement contemporaneous with the execution of the share subscription agreement, under which the shareholders of Amira India prior to the Amira Mauritius subscription, or the India Shareholders, will 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 which is initially set at 2.64 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.

        If we choose to satisfy the exchange in cash, the price per Amira India equity share will equal 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.

        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 which is initially set at 2.64 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, or 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,

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    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.

        The exchange agreement will also provide ANFI and Amira Mauritius a right of first refusal to purchase equity shares of Amira India that an India Shareholder (including Mr. 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).

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    Our Organizational Structure After Completion of this Offering

The diagram below illustrates our corporate structure upon the completion of this offering assuming Mr. Chanana has completed the purchase of 11.6% of the existing outstanding equity shares of Amira India prior to this offering, an initial public offering price of $14.00 per share, which represents the mid-point of the estimated range set forth on the cover page of this prospectus, and Amira Mauritius' subscription for equity shares representing 85.4% of the total number of outstanding 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.


GRAPHIC
   

(1)
The directors of ANFI are Karan A. Chanana, Bimal Kishore Raizada, Sanjay Chanana, Neal Cravens and Daniel Malina. The officers of ANFI are Mr. Chanana, Chief Executive Officer, Ritesh Suneja, Chief Financial Officer and Protik Guha, Chief Operating Officer.

(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. Chanana, Chairman, Protik Guha, Chief Executive Officer, and Ritesh Suneja, 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. Upon the completion of this offering and the concurrent share subscription, a majority of the equity shares of Amira India will be owned by Amira Mauritius, so ANFI, as the sole shareholder of Amira Mauritius, will have the ability to elect all of the directors of Amira India.

(3)
Assumes the completion of the purchase by Karan A. Chanana of 11.6% of the existing outstanding equity shares of Amira India prior to or upon the completion of this offering, as discussed more fully in "—Ownership of Amira India" above.

        A $1.00 increase in the assumed initial public offering price of $14.00 will increase Amira Mauritius' ownership of Amira India by 0.9% and a decrease in the assumed initial public offering price of $1.00 will decrease Amira Mauritius' ownership of Amira India by 1.0%, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same. A

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one million share increase in the number of shares offered by us in this offering would increase Amira Mauritius' ownership of Amira India by 1.3% and a one million share decrease in the number of shares offered by us in this offering would decrease Amira Mauritius' ownership of Amira India by 1.6%.

        Following the completion of this offering and the use of proceeds therefrom, we will own 85.4% of Amira India and will consolidate its financial results into ours. As a result, following the completion of this offering, the remaining approximately 14.6% of Amira India that will not be indirectly owned by ANFI will be reflected in our consolidated financial statements as a non-controlling interest and, accordingly, the profit after tax attributable to equity shareholders of ANFI will be reduced by a corresponding percentage.

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 2010, 2011 and 2012, we derived 80.8%, 61.0% and 69.8% of our revenue 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 2010, 2011 and 2012, our revenue from international sales was $107.6 million, $157.7 million and $217.0 million, respectively, and accounted for 53.4%, 61.9% and 66.0%, 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 2010   FY 2011   FY 2012  
 
  (Amount in $ million)
 

EMEA

    80.2     77.1     165.5  

Asia Pacific

    26.8     78.4     47.1  

North America

    0.6     2.2     4.4  
               

Total

    107.6     157.7     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.

    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 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.

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        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 rice and paddy was 18 months and 11 months for the fiscal years 2011 and 2012, 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, 2011, 2012 and June 30, 2012, we had $161.0 million, $141.8 million and $143.6 million of total indebtedness, respectively, of which more than 90% 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 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." We plan to reduce our interest expense by using approximately $85 million of the net proceeds of this offering to repay our term loan facilities and 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 this offering to expand our milling and sorting capacity from 24 metric tons per hour as of June 30, 2012 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. 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 2010, 2011 and 2012 and the three months ended June 30, 2012, was 85.8%, 80.8%, 80.1% and 82.2%, 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

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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.

        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 2010, 2011 and 2012, our revenue from international sales was 53.4%, 61.9% and 66.0%, respectively, of our revenue. As of March 31, 2012, foreign currency receivables (net) were $10.2 million.

        Since all 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, 2011, March 31, 2012 and June 30, 2012 were $85.3 million, $166.2 million and $145.8 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 over the past year, which 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.

        Revenue from both our Amira branded products and our third party branded products contributed an aggregate of 85.7%, 83.5%, 91.9% and 95.8% to our revenue in fiscal 2010, 2011 and 2012 and the three months ended June 30, 2012, respectively. Sales of bulk commodity products to our institutional customers contributed 14.3%, 16.5%, 8.1% and 4.2% of our revenue in fiscal 2010, 2011 and 2012 and the three months ended June 30, 2012, 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 the resulting favorable effect on our product mix and resulting margins. Our revenue grew by 29.0% in fiscal 2012 as compared to fiscal 2011, and 26.5% in fiscal 2011 as compared to fiscal 2010. Our revenue grew by $19.4 million in the three months ended

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June 30, 2012 as compared to the three months ended June 30, 2011. Our top five customers and distributors in fiscal 2010, 2011 and 2012 accounted for 57.7%, 50.5% and 46.6% of our revenue, respectively, in these periods.

        International revenue.    Our international sales accounted for $107.7 million, $157.7 million and $217.0 million of our total revenue for fiscal 2010, 2011 and 2012, respectively. Almost all of our international revenue is from sales to large distributors and global retailers. Our international revenue in fiscal 2012 was primarily derived from sales to customers in Asia Pacific ($47.1 million), EMEA ($165.5 million) and North America ($4.4 million). We had 23 international distributors as of August 31, 2012.

        India revenue.    Our Indian sales accounted for $94.0 million, $97.3 million and $112.0 million of revenue for fiscal 2010, 2011 and 2012, 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 77 Indian distributors as of August 31, 2012.

    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 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.

    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.

        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."

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    Expenditures

        Our expenditures consist of:

    cost of material including change in inventory of finished goods,

    personnel 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 2010, 2011 and 2012 and the three months ended June 30, 2012 cost of material represented 85.8%, 80.8%, 80.1% and 82.2%, respectively, of our revenue in these periods.

        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.

    Personnel expenses

        Personnel 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,

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    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.

    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.

        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 cost) 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 extended when we purchase paddy.

Results of Operations

        Our results of operations for fiscal 2010, 2011 and 2012 and three months ended June 30, 2011 and 2012, respectively, were as follows:

 
  For the Year Ended March 31,   For the Three Months Ended
June 30,
 
 
  2010   2011   2012   2011   2012  

Income Statements Data

                               

Revenue

  $ 201,663,883   $ 255,011,121   $ 328,979,799   $ 67,129,350   $ 80,171,804  

Other income

    1,834,506     2,147,141     637,383     228,998     51,399  

Cost of material

    (210,580,278 )   (234,707,437 )   (270,259,623 )   (63,693,752 )   (36,778,793 )

Change in inventory of finished goods

    37,612,653     28,688,934     6,667,730     8,272,555     (29,108,552 )

Personnel expenses

    (1,925,734 )   (2,413,584 )   (2,844,454 )   (634,423 )   (804,681 )

Depreciation and amortization

    (844,626 )   (1,915,934 )   (2,089,738 )   (539,006 )   (460,898 )

Freight, forwarding and handling expenses

    (5,282,320 )   (10,775,383 )   (13,990,863 )   (2,371,268 )   (2,724,280 )

Other expenses

    (7,282,069 )   (9,771,151 )   (10,568,202 )   (2,184,759 )   (2,912,313 )

Finance costs

    (12,670,922 )   (19,676,559 )   (21,786,007 )   (5,393,092 )   (5,338,500 )

Finance income

    72,770     164,853     303,036     42,358     109,167  

Other financial items

    5,392,277     2,607,924     1,032,599     1,539,688     2,269,416  

Profit before tax

    7,990,140     9,359,925     16,081,660     2,396,649     4,473,768  

Income tax expense

    (2,767,534 )   (2,948,276 )   (4,137,422 )   (682,462 )   (1,201,915 )

Profit after tax

    5,222,606     6,411,649     11,944,238     1,714,187     3,271,854  

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    Comparison of the Three Months Ended June 30, 2012 and 2011

    Revenue

        Revenue for the three months ended June 30, 2012 was $80.2 million, with sales of Amira branded and third party branded products contributing 95.8% of our revenue and sales of bulk commodity products to our institutional customers contributing 4.2% of our revenue.

        Revenue increased by $13.0 million, or 19.4%, to $80.2 million in the three months ended June 30, 2012 from $67.1 million in the three months ended June 30, 2011, primarily due to an increase in sales volume of rice.

    Other income

        Other income was $0.05 million in the three months ended June 30, 2012 compared to $0.2 million in the three months ended June 30, 2011. 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 $0.1 million in the three months ended June 30, 2012 compared to $0.04 million in the three months ended June 30, 2011.

    Other financial items

        Other financial items increased by $0.7 million, or 47.4%, to $2.3 million in the three months ended June 30, 2012 from $1.6 million in the three months ended June 30, 2011, mainly due to increased returns from foreign exchange contracts that matured during the period.

    Cost of materials, including change in inventory of finished goods

        Cost of materials increased by $10.5 million, or 18.9%, to $65.9 million in the three months ended June 30, 2012 from $55.4 million in the three months ended June 30, 2011, primarily reflecting the growth in our revenue. As a percentage of revenue, cost of materials decreased slightly to 82.2% in the three months ended June 30, 2012 as compared to 82.6% in the three months ended June 30, 2011.

    Personnel expenses

        Personnel expenses increased by $0.2 million, or 26.8%, to $0.8 million in the three months ended June 30, 2012 from $0.6 in the three months ended June 30, 2011. 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 1.0% in each of the three months ended June 30, 2012 and 2011.

    Depreciation and amortization

        Depreciation and amortization expense remained approximately the same at $0.5 million in each of the three months ended June 30, 2012 and 2011. As a percentage of revenue, depreciation and amortization costs were 0.6% and 0.8% in the three months ended June 30, 2012 and 2011, respectively.

    Freight, forwarding and handling expenses

        Freight, forwarding and handling expenses increased by $0.4 million, or 14.9%, to $2.7 million in the three months ended June 30, 2012 from $2.4 million in the three months ended June 30, 2011, primarily reflecting growth in revenue. As a percentage of revenue, freight, forwarding and handling expenses were 3.4% and 3.5% in the three months ended June 30, 2012 and 2011, respectively.

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    Other expenses

        Other expenses increased by $0.7 million, or 33.3%, to $2.9 million in the three months ended June 30, 2012 from $2.2 million in the three months ended June 30, 2011, primarily due to an increase in marketing expenses. As a percentage of revenue, other expenses increased to 3.6% in the three months ended June 30, 2012 from 3.3% in the three months ended June 30, 2011. 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 $5.3 million in the three months ended June 30, 2012, compared to $5.4 million in the three months ended June 30, 2011, primarily due to a slight decrease in the interest expenses we paid on certain borrowings. As a percentage of revenue, finance costs were 6.1% and 8.0% in the three months ended June 30, 2012 and 2011, respectively.

    Profit before tax

        Profit before tax increased by $2.1 million, or 86.7%, to $4.5 million in the three months ended June 30, 2012 from $2.4 million in the three months ended June 30, 2011. This increase was primarily due to an increase in revenue. Profit before tax as a percentage of revenue increased to 5.6% in the three months ended June 30, 2012 from 3.6% in the three months ended June 30, 2011, primarily due to higher sales volumes.

    Income tax expense

        Corporate taxes increased by $0.5 million, or 76.1%, to $1.2 million in the three months ended June 30, 2012 from $0.7 million in the three months ended June 30, 2011. This was mainly due to the increase in profit before tax of $2.0 million. However, tax expense as a percentage of profit before tax decreased to 26.9% in the three months ended June 30, 2012 from 28.5% in the three months ended June 30, 2011, primarily due to our geographical mix of revenue in different tax jurisdictions.

    Profit after tax

        Profit after tax increased by $1.5 million, or 90.9%, to $3.3 million in the three months ended June 30, 2012 from $1.7 million in the three months ended June 30, 2011, due to the reasons mentioned above. Profit after tax as a percentage of revenue increased to 4.1% in the three months ended June 30, 2012 from 2.6% in the three months ended June 30, 2011.

    Comparison of Fiscal Year Ended March 31, 2012 and 2011

    Revenue

        Revenue for fiscal 2012 was $329.0 million, consisting of revenue from sales of Amira branded and third party branded products, which contributed 91.9% of our revenue, and revenue from sales of bulk commodity products to our institutional customers, which contributed 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. These higher prices are attributable to the higher proportion of our revenue derived from sales of Basmati rice, which commands higher prices than non-Basmati rice. 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.

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        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 2011   FY 2012  
 
  (Amount in $ million)
 

India

    97.3     112.0  

EMEA

    77.1     165.5  

Asia Pacific

    78.4     47.1  

North America

    2.2     4.4  
           

Total

    255.0     329.0  
           

    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.

    Personnel expenses

        Personnel 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

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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.

    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.

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        Following the consummation of this offering and the use of proceeds therefrom, we will own 85.4% of Amira India and will consolidate its financial results into ours. As a result, following the consummation of this offering, the remaining approximately 14.6% of Amira India that will not be indirectly owned by ANFI will be reflected in our consolidated financial statements as a non-controlling interest and, accordingly, the profit after tax attributable to equity shareholders of ANFI will be reduced by a corresponding percentage.

Comparison of Fiscal Year Ended March 31, 2011 and 2010

    Revenue

        Revenue for fiscal 2011 was $255.0 million, consisting of sales of Amira branded and third party branded products, which comprised 83.5% of our revenue, and revenue from sales of bulk commodity products to our institutional customers, which comprised 16.5% of our revenue.

        Revenue increased by $53.3 million, or 26.5%, to $255.0 million in fiscal 2011 from $201.7 million in fiscal 2010, primarily due to a significant increase in sales volume. This revenue growth was driven primarily by sales of third party branded products to our international customers, which increased by $39.5 million, or 50.5%, to $117.9 million in fiscal 2011 from $78.3 million in fiscal 2010.

        Our Indian sales increased by $3.3 million, or 3.5%, to $97.3 million in fiscal 2011 from $94.0 million in fiscal 2010. Fiscal 2011 was a year of consolidation for the Indian portion of our business after three years of substantial growth. We stopped working with some of our small distributors and entered into new agreements with larger distributors in fiscal 2011 that would be more successful at selling our products to position us for higher growth in subsequent years.

        Revenue from international sales increased by $50.1 million, or 46.5%, to $157.7 million in fiscal 2011 from $107.6 million in fiscal 2010, primarily due to an increase in revenue of $39.5 million, or 50.5%, from sales of third party branded products to our international customers in fiscal 2011 as compared to fiscal 2010. This increase was primarily due to a substantial increase in sales volume in the Asia-Pacific region in fiscal 2011 compared to fiscal 2010.

        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 2010   FY 2011  
 
  (Amount in $ million)
 

India

    94.0     97.3  

EMEA

    80.2     77.1  

Asia Pacific

    26.8     78.4  

North America

    0.6     2.2  
           

Total

    201.7     255.0  
           

    Other income

        Other income was $2.1 million in fiscal 2011 compared to $1.8 million in fiscal 2010. The increase in other income in fiscal 2011 was primarily due to an increase in income from export benefits caused by an increase in revenue, which was partly set off by fewer insurance claims awarded in fiscal 2011 as compared to fiscal 2010.

    Finance income

        Finance income was $0.2 million in fiscal 2011 compared to $0.1 million in fiscal 2010.

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    Other financial items

        Other financial items decreased $2.8 million, or 51.6%, to $2.6 million in fiscal 2011 from $5.4 million in fiscal 2010, mainly due to lower mark-to-market gains in fiscal 2011 when compared to fiscal 2010.

    Cost of materials, including change in inventory of finished goods

        Cost of materials increased by $33.1 million, or 19.1%, to $206.0 million in fiscal 2011 from $173.0 million in fiscal 2010, primarily reflecting the growth in our operations as well as a general increase in raw material prices. However, as a percentage of revenue, cost of materials decreased to 80.8% in fiscal 2011 from 85.8% in fiscal 2010, primarily due to processing facility upgrades we made in fiscal 2010 and 2011 and the introduction of a new milling plant at our processing facility in fiscal 2011 with a plant utilization capacity of 12 metric tons per hour, resulting in operating efficiencies and economies of scale.

    Personnel expenses

        Personnel expenses increased by $0.5 million, or 25.3%, to $2.4 million in fiscal 2011 from $1.9 million in fiscal 2010. This increase was primarily due to an increase in salaries, wages and allowances in relation to existing and new professionally qualified employees. As a percentage of revenue, personnel costs were 0.9% and 1.0% in fiscal 2011 and 2010, respectively.

    Depreciation and amortization

        Depreciation and amortization expenses increased by $1.1 million, or 126.8%, to $1.9 million in fiscal 2011 from $0.8 million in fiscal 2010. This increase was primarily due to capitalization of a new milling plant at our processing facility. As a percentage of revenue, depreciation costs were 0.8% and 0.4% in fiscal 2011 and 2010, respectively.

    Freight, forwarding and handling expenses

        Freight, forwarding and handling expenses increased by $5.5 million, or 104.0%, to $10.8 million in fiscal 2011 from $5.3 million in fiscal 2010. The increase is primarily due to higher freight rates which increased by $2.2 million, or 129.0%, to $3.9 million in fiscal 2011 from $1.7 million in fiscal 2010. The increase in international revenue resulted in transportation of products for longer distances which resulted in higher costs. As a percentage of revenue, freight, forwarding and handling expenses were 4.2% and 2.6% in fiscal 2011 and 2010, respectively.

    Other expenses

        Other expenses increased by $2.5 million, or 34.2%, to $9.8 million in fiscal 2011 from $7.3 million in fiscal 2010. This increase was primarily due to an increase in the ECGC guarantee premium coupled with an increase in product insurance costs, in line with increased international sales. Power and fuel expenses increased, and rent increased because of new warehouses leased in Dubai and the United States. As a percentage of revenue, other expenses were 3.8% and 3.6% in fiscal 2011 and 2010, respectively.

    Finance costs

        Finance costs increased by $7.0 million, or 55.3%, to $19.7 million in fiscal 2011 from $12.7 million in fiscal 2010, primarily due to (i) increased interest expense on secured revolving credit facilities taken from our lenders for working capital requirements, which increased by $3.6 million to $12.1 million in fiscal 2011 from $8.5 million in fiscal 2010, and (ii) interest expense on term loans obtained for the new milling plant at our processing facility. Increasing working capital was in line with higher inventory levels, which supported the acquisition of paddy during harvesting season and allowed us to maintain our usual product quality and pricing while minimizing business risk. More importantly, the Reserve

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Bank of India increased bank repurchase rates, which is the rate at which the Reserve Bank of India lends money to commercial banks, eight consecutive times during fiscal 2011, which resulted in a 200 basis point increase in the applicable interest rate in fiscal 2011 as compared to fiscal 2010.

        As a percentage of revenue, finance costs were 7.7% and 6.3% in fiscal 2011 and 2010, respectively.

    Profit before tax

        Profit before tax increased by $1.4 million, or 17.1%, to $9.4 million in fiscal 2011 from $8.0 million in fiscal 2010. This increase was primarily due to an increase in revenue as a result of an increase in international revenue to $157.7 million in fiscal 2011 from $107.6 million in fiscal 2010. Our key strategy of focusing on high growth markets enabled growth in profits. However, profit before tax as a percentage of revenue decreased to 3.7% in fiscal year 2011 from 4.0% in fiscal year 2010, primarily due to an increase in finance costs as a percentage of revenue (7.7% in fiscal 2011 as compared to 6.3% in fiscal 2010).

    Income tax expense

        Corporate taxes increased by $0.2 million, or 6.5%, to $2.9 million in fiscal 2011 from $2.8 million in fiscal 2010. This was mainly due to higher profit before tax in fiscal 2011 as compared to fiscal 2010, offset by a decrease in tax expense as a percentage of profit before tax to 31.5% in fiscal 2011 from 34.6% in fiscal 2010, primarily due to our geographical mix of revenue in different tax jurisdictions. We recognized deferred tax liability of $4.1 million in accordance with our accounting policy on income tax and deferred tax as of March 31, 2011. 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

        Due to the foregoing reasons, profit after tax increased by $1.2 million, or 22.8%, to $6.4 million in fiscal 2011 from $5.2 million in fiscal 2010.

Liquidity and Capital Resources

        As of June 30, 2012, we had debt in the following amounts:

    secured revolving credit facilities, aggregating $101.3 million;

    other facilities, aggregating $28.2 million;

    related party debt, aggregating $1.1 million;

    term loan facilities, aggregating $7.9 million; and

    vehicle loans, aggregating $0.5 million.

        An aggregate of approximately $12.3 million remains 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.

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

 
  Interest   Year Ended
March 31,
2010
  Year Ended
March 31,
2011
  Year Ended
March 31,
2012
  Three
Months Ended
June 30,
2012
 

Secured revolving credit facilities

  Floating Rates of Interest     10.4 %   10.6 %   12.5 %   12.2 %

Other facilities

  Floating Rates of Interest     11.4 %   10.1 %   10.9 %   11.8 %

Related party debt

  Fixed Rate of Interest         11.6 %   11.6 %   11.6 %

Term loans

  Floating Rate of Interest         11.5 %   12.4 %   11.5 %

Vehicle loan

  Fixed Rate of Interest     9.7 %   9.7 %   8.9 %   9.3 %

        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. Chanana (our Chairman and Chief Executive Officer) and Anita Daing (a director of Amira India). Mr. 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. Chanana and Ms. Daing have guaranteed the repayment of the secured revolving credit facilities, up to a sum of $172.0 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 the 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 $75.3 million and $14.2 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, in accordance with its amended and restated memorandum and articles of association and 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.

        The repayment schedule for our term loans, which were entered into in fiscal 2011, is summarized in the table below:

Amount due within
  March 31, 2012  
 
  (Amount in $)
 

1 year

  $ 2,057,475  

1-2 years

    2,020,389  

2-5 years

    4,381,166  

More than 5 years

    630,582  
       

Total

  $ 9,089,612  

Less: Unamortized portion of upfront transaction costs

    (100,874 )
       

  $ 8,988,738  
       

        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

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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 2010, 2011, 2012 and in the three months ended June 30, 2012, we spent $5.5 million, $1.8 million, $0.9 million and $0.3 million, respectively, on capital expenditures.

        Historically, our cash requirements have mainly been for working capital as well as capital expenditures. As of June 30, 2012, our primary sources of liquidity, aside from our secured revolving credit facilities, were $3.6 million of cash and cash equivalents and short term investments, which deposits are available on demand.

        Our trade receivables primarily comprise receivables from our retail and institutional customers to whom we typically extend credit periods. Our trade receivables were $67.5 million as of June 30, 2012.

        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, derivative financial instruments, short term investments and input tax credit receivables. Our prepayments were $9.1 million as of June 30, 2012.

        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 this offering 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. For a further discussion on our ability to issue and receive dividends, see "Dividend Policy." 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. In addition, $2 million of the net proceeds of this offering will remain with ANFI outside of India, which may be used for future working capital requirements.

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

 
  Fiscal Year Ended
March 31,
  Three Months Ended
June 30,
 
 
  2010   2011   2012   2011   2012  
 
  (Amount in $ million)
   
   
 

Net cash from/(used in) operating activities

    (37.8 )   1.5     19.9   $ 3.8   $ (10.6 )

Net cash from/(used in) investing activities

    (4.9 )   (1.2 )   (1.0 )   (0.1 )   (0.2 )

Net cash from/(used in) financing activities

    41.9     7.4     (15.7 )   (8.1 )   8.1  

Net increase/(decrease) in cash and cash equivalents

    (0.8 )   7.7     3.2     (4.4 )   (2.7 )

Cash and cash equivalents at beginning of period

    1.0     0.5     8.2     8.2     8.4  

Effect of exchange rate fluctuations on cash held

    0.2     0.0     (3.0 )   0.0     (2.0 )

Cash and cash equivalents at end of period

    0.4     8.2     8.4     3.8     3.6  

Net Cash Generated From/(Used In) Operating Activities

        Net cash generated from operating activities decreased to $(10.6) million in the three months ended June 30, 2012 from $3.8 million in the three months ended June 30, 2011, primarily due to increased 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. While management of working capital, including timing of collections and payments, affects operating results only indirectly, its impact on working capital and cash flows provided by operating activities can be significant.

        The decrease in cash flows provided by operations for the three months ended June 30, 2012 was predominantly due to a significant increase in trade receivables, which were in line with increased sales achieved during the quarter. The increase in cash flows generated from operations for the three months ended June 30, 2011 was predominantly due to higher profits. The increase in cash flows provided by operations for the year ended March 31, 2012 was predominantly due to an increase in revenue, which increased our profit before tax to $16 million in fiscal 2012 from $9.4 million in fiscal 2011. Non-cash items like depreciation were higher in fiscal 2012 from fiscal 2011, and adding such items back further increased our cash from operating activities.

        Cash flows provided by operating activities increased to $1.5 million in fiscal 2011 from $(37.8) million in fiscal 2010, predominantly due to a significant increase in inventory purchases towards the end of fiscal 2010 in anticipation of the launch in fiscal 2011 of a new milling plant with a capacity of 12 metric tons per hour, resulting in higher working capital in fiscal 2010 compared to fiscal 2011.

        Revenue growth in fiscal 2011 increased our profit before tax to $9.4 million from $8.0 million in fiscal 2010, resulting in higher operating cash in fiscal 2011 compared to fiscal 2010. Additionally, non-cash items such as depreciation (due to plant capitalization) and unrealized gains on fair valuation of financial assets were higher in fiscal 2011 than fiscal 2010. Adding such non-cash items back further increased the cash from operating activities in fiscal 2011 compared to 2010.

Net Cash Generated From/(Used In) Investing Activities

        In the three months ended June 30, 2012, cash used in investing activities was $0.2 million, which was primarily used to purchase tangible assets during the period. A comparable amount was spent in the three months ended June 30, 2011 to purchase tangible assets.

        In fiscal 2012, cash used in investing activities was $1.0 million. We used $0.9 million to purchase tangible and intangible assets during the year. We also used $0.2 million to purchase short term

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investments during fiscal 2012. The total cash used during the year was offset by $0.3 million in interest received during fiscal 2012 on short term deposits.

        In fiscal 2011, cash used in investing activities was $1.2 million. We invested $1.7 million on property, plant and equipment during the year, most of which was spent on construction of the new milling plant at our processing facility. We also used $0.4 million to purchase short term and long term investments which were mainly comprised of security deposits placed with public sector organizations and term deposits with banks against credit facilities. The total cash used during the year was slightly offset by $0.2 million in interest received during fiscal 2011 on short term deposits.

        In fiscal 2010, cash used in investing activities was $4.9 million. We began construction of the new milling plant at our processing facility in fiscal 2010, which contributed to a significant part of the total outflow of $5.2 million on property, plant and equipment. We used $0.4 million to purchase short term investments, and realized $0.6 million from the sale of short term investments.

Net Cash Generated From/(Used In) Financing Activities

        In the three months ended June 30, 2012, we received $13.0 million from short term debt. This cash position allowed us to repay debt of $0.6 million and pay $4.4 million in interest on total debt of $143.6 million, which resulted in a net inflow of $8.1 million from financing activities in the three months ended June 30, 2012.

        In the three months ended June 30, 2011, we repaid $2.7 million of short term borrowings, $1.2 million of long term borrowings and paid interest of $4.2 million on total debt of $157.4 million, which resulted in net outflow of $8.1 million from financing activities in the three months ended June 30, 2011.

        In fiscal 2012, we received $3.7 million and $0.2 million from short term and long term debt. This cash position allowed us to repay debt of $2.4 million and pay $17.2 million in interest on total debt of $141.8 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.

        In fiscal 2010, we received a $5.5 million equity investment from Amira Enterprises Limited, an affiliate of Mr. Chanana, our Chairman and Chief Executive Officer. We also borrowed $45.6 million under our secured revolving credit facilities to support and supply our new milling plant with additional inventory, as discussed above. We used $9.1 million to pay interest on our secured revolving credit facilities during the year.

Contractual Obligations

        The following is a summary of our contractual obligations and other commitments as of March 31, 2012:

 
  Payments due by period  
 
  Total   Less than
1 year
  1-2 years   2-5 years   More than
5 years
 
 
  (Amount in $ million)
 

Long Term Debt Obligations

    9.7     2.3     2.2     4.6     0.6  

Capital (Finance) Lease Obligations

                     

Operating Lease Obligations

    0.3     0.3              

Purchase Obligations

                     

Short Term Debt Obligations

    132.1     132.1              
                       

Total

    142.1     134.7     2.2     4.6     0.6  
                       

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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 June 30, 2012, 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 all 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 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 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 consolidated statements of other comprehensive income. 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

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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.

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 rice is required to be stored for a substantial period of time for the natural ageing process.

    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 profit and loss in the consolidated income statement 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

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

    Provisions, contingent liabilities and contingent assets

    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 reliably estimated. 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 may be materially different from the estimated results. Information about significant judgments, estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses are discussed below.

    Significant Management Judgments Regarding the Foregoing Financial Statement Elements

    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. We believe that each individual entity's functional currency reflects the transactions, events and conditions under which the entity conducts its business.

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    Inventories

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

        IAS 23 Borrowing Cost allows (not mandate) us to apply IAS 23 on inventory produced in a large quantity on a repetitive basis. We believe 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.

Recent Accounting Pronouncements

        Summarized in the paragraphs below are standards, interpretations or amendments that 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 we will adopt all of these pronouncements in the first accounting period beginning after the effective date of each of the pronouncements. Based on our current business model and accounting policies, management does not expect material changes to the recognition and measurement principles on our consolidated financial statements when these Standards/Interpretations become effective. Information on the new standards, amendments and interpretations that are expected to be relevant to our consolidated financial statements is provided below.

    IFRS 9 Financial Instruments (issued 28 October 2010 and amendments issued thereafter)

        The IASB aims to replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety, with the replacement standard to be effective for annual periods beginning January 1, 2015. We have yet to assess the impact of this new standard on our consolidated financial statements. However, we do not expect to implement IFRS 9 until all of its chapters have been published and they can comprehensively assess the impact of all changes.

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. These amendments are not expected to have any impact on the entities being consolidated and our method of consolidation. However we have yet to evaluate any additional disclosure requirements that may arise because of these amendments.

IFRS 10 Consolidated Financial Statements (IFRS 10)

        IFRS 10 supersedes IAS 27 Consolidated and Separate Financial Statements (IAS 27) and SIC 12 Consolidation—Special Purpose Entities. It revised the definition of control together with accompanying guidance to identify an interest in a subsidiary. However, the requirements and mechanics of consolidation and the accounting for any non-controlling interests and changes in control remain the same.

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IFRS 11 Joint Arrangements

        IFRS 11 supersedes IAS 31 Interests in Joint Ventures (IAS 31). It aligns more closely the accounting by the investors with their rights and obligations relating to the joint arrangement. In addition, IAS 31's option of using proportionate consolidation for joint ventures has been eliminated. IFRS 11 now requires the use of the equity accounting method, which is currently used for investments in associates.

IFRS 12 Disclosure of Interest in Other Entities (IFRS 12) (issued May 12, 2011) (effective from January 1, 2013)

        IFRS 12 integrates and makes consistent the disclosure requirements for various types of investments, including unconsolidated structured entities. It introduces new disclosure requirements about the risks to which an entity is exposed from its involvement with structured entities.

Consequential amendments to IAS 27 Consolidated and Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures

        IAS 27 now only deals with separate financial statements. IAS 28 brings investments in joint ventures into its scope. However, IAS 28's equity accounting methodology remains unchanged.

    IFRS 13 Fair Value Measurement

        IFRS 13 does not affect which items are required to be fair-valued, but clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It is applicable for annual periods beginning on or after January 1, 2013. We have yet to assess the impact of this new standard.

    Amendment to IAS 1 Presentation of Financial Statements (issued June 16, 2011)

        The IAS 1 Amendments require an entity to group items presented in consolidated statements of other comprehensive income into those that, in accordance with other IFRSs:

    (a)
    Will not be reclassified subsequently to profit or loss and

    (b)
    Will be reclassified subsequently to profit or loss when specific conditions are met.

        The IAS 1 Amendments are applicable for annual periods beginning on or after July 1, 2012. We expect this will change the current presentation of items in the consolidated statements of other comprehensive income; however, it will not affect the measurement or recognition of such items.

    Amendments to IAS 19 Employee Benefits (IAS 19 Amendments)

        The IAS 19 Amendments 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.

    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. The Company's assessment is that the impact of this amendment is not likely to have significant impact.

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Quantitative and Qualitative Disclosure about Market Risks

        We are exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. Our risk management is coordinated by our 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.

    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 in the United States and elsewhere, and purchases from overseas suppliers in various foreign currencies. The exchange rate risk primarily arises from foreign exchange receivables, payables and foreign currency loans. A significant portion of our revenue is in the U.S. dollar while a significant portion of our costs are in Rupees.

        The exchange rate between the Rupee and the U.S. dollar has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the Rupee against the U.S. dollar can adversely affect our results of operations. We also have exposure to foreign currency exchange risk from other currencies, such as the Euro, but we consider the impact of any fluctuation in these currencies to be insignificant. Further, Amira C Foods International DMCC, whose functional currency is the U.S. dollar, has significant foreign currency transactions denominated in United Arab Emirates Dirham (AED). There is no risk of change in the same, as the exchange rate between the U.S. dollar and the AED is fixed at $1 = AED 3.6735.

        We evaluate exchange rate exposure arising from these transactions and enter into foreign currency derivative instruments to mitigate such exposure. We follow established risk management policies, including the use of derivatives like foreign exchange forward contracts to hedge forecasted cash flows denominated in foreign currency.

        As of March 31, 2010, 2011 and 2012 and as of June 30, 2012, every 1% increase or decrease in the exchange rate of the Rupee with the U.S. dollar would have resulted in a $353,210, $852,500, $1,661,811 and $1,458,446 increase or decrease in the Company's profit before tax, respectively.

        The below table presents non-derivative financial instruments which are exposed to currency risk as of March 31, 2010, 2011 and 2012 and as of June 30, 2012:

March 31, 2010
  U.S. Dollars   Other Currencies  
 
  (Amount in $)
 

Trade receivables

    6,755,915     110,730  

Intercompany receivables

    5,842,030      

Cash and cash equivalents

    54      

Loans and borrowings

    (13,863,048 )    

Trade payables

    (11,715,907 )    
           

Total

    (12,980,956 )   110,730  
           

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March 31, 2011
  U.S. Dollars   Other Currencies  

Trade receivables

    17,175,049      

Intercompany receivables

    6,268,579      

Cash and cash equivalents

    5,916,499      

Trade payables

         
           

Total

    29,360,127      
           

 

March 31, 2012
  U.S. Dollars   Other Currencies  

Trade receivables

    10,176,419     422  

Intercompany receivables

    19,466,796      

Cash and cash equivalents

    5,718     12,639  

Trade payables

    (201,355 )   (13,992 )
           

Total

    29,447,578     (931 )
           

 

June 30, 2012
  U.S. Dollars   Other Currencies  

Trade receivables

    2,091,652      

Intercompany receivables

    24,187,304      

Cash and cash equivalents

         

Trade payables

         
           

Total

    26,256,181      
           

        As of March 31, 2010, 2011 and 2012 and June 30, 2012, every 1% increase or decrease of the respective foreign currencies compared to functional currency of the Company would impact our profit before tax by $128,702, $293,601, $294,466 and $262,562, respectively.

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

    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, 2011 and 2012 and June 30, 2012, we had $161.0 million, $141.8 million and $143.6 million of total indebtedness, respectively, of which more than 90% 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.

        In computing the sensitivity analysis, we have assumed a change of 100 basis points in the interest rate. The movement in the interest rate would have led to an increase or decrease in the profit before tax of $1,339,594, $1,545,186 and $1,473,052 in the years ended March 31, 2010, 2011 and 2012, respectively and $1,359,103 in the three months ended June 30, 2012.

        The sensitivity analyses provided are hypothetical only and should be used with caution as the impacts provided are not necessarily indicative of the actual impacts that would be experienced because our actual exposure to market rates changes as our portfolio of debt changes. In addition, the effect of a change in a particular market variable on fair values or cash flows is calculated without considering interrelationships between the various market rates or mitigating actions that we would take. The

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changes in valuations are estimates of the impact of changes in market variables and are not a prediction of future events or anticipated gains or losses.

    Price risk sensitivity

        We are exposed to price risk in respect of our listed equity securities and investment in mutual funds. These investments are held long term and are designated as available for sale financial assets and therefore do not impact the profit and loss in our 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.

    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, 2011   March 31, 2012   June 30, 2012  
 
  March 31,
2010
 
 
  Gross   Impairment   Gross   Impairment   Gross   Impairment  
 
  (Amount in $)
 

Not past due

    26,425,547     45,293,274     19,494     26,425,547         59,874,309      

Past due less than three months

    2,817,850     6,964,316         2,817,850         3,139,052      

Past due more than three months but not more than six months

    630,524     361,595     220     630,524         1,910,109        

Past due more than six months but not more than one year

    156,269     1,261,797         156,269     33,472     974,835      

More than one year

    757,112     844,447     83,943     757,112     78,079     1,705,250     111,048  
                               

Total

    30,787,302     54,725,429     103,657     30,787,302     111,551     67,603,555     111,048  
                               

        Trade receivables are impaired in full when recoverability is considered doubtful based on estimates made by management. There were no trade receivables that were impaired as of the year ended March 31, 2010, however $103,657 and $111,551 of trade receivables were impaired in the fiscal years ended March 31, 2011 and 2012, respectively. We have considered that all the above financial assets that are not impaired and past due for each March 31 reporting dates under review are of good credit quality.

        Receivables from our top five customers amounted to $40.4 million, $22.1 million, $37.8 million and $19.7 million, respectively, constituting 59.9%, 59.0%, 74.2% and 79.2% of net trade receivables for the three months ended June 30, 2012 and the years ended March 31, 2012, March 31, 2011 and March 31, 2010, respectively.

        Of these, receivables from the top two customers for the three months ended June 30, 2012 were $13.1 million and $8.6 million, representing 32% of the net receivables as at June 30, 2012. Receivables for the year ended March 31, 2012 were $7.2 million and $6.5 million (March 31, 2011: $10.5 million and $8.1 million, respectively, March 31, 2010: $6.5 million and $6.0 million, respectively), representing

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37.0% of the net receivables as at March 31, 2012 (March 31, 2011: 36.5%, March 31, 2010: 50.2%). We consider the credit quality of these trade receivables to be good. No collateral is held for trade receivables.

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

        Credit risk relating to cash and cash equivalents and derivative financial instruments is considered negligible because our counterparties are banks. We consider the credit quality of deposits with such banks to be good, and we review these banking relationships on an ongoing basis. We do not view our pledged term deposits and other current assets as being subject to significant credit risk since those assets are held at banks that are majority-owned by the Government of India and subject to the regulatory oversight of the Reserve Bank of India.

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

        We do not hold any security in respect of the above financial assets. There are no impairment provisions as at each reporting date against these financial assets. We consider all the above financial assets that are not impaired and past due as at the reporting date under review to be 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.

        Our short term liquidity requirements consist mainly of debt, payables to various trade creditors, other current liabilities, and lease obligations received arising during the normal course of business as of each reporting date. We maintain a sufficient balance in cash and cash equivalents to meet our short term liquidity requirements. We assess long term liquidity requirements on a periodic basis and manage them through internal accruals and through our ability to negotiate long term debt facilities. Our non-current liabilities include vehicle loans and accrued salaries.

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

 
  Current   Non-current  
March 31, 2010
  Within
6 months
  6-12 months   1-5 years   More than
5 years
 
 
  (Amount in $)
 

Debt

    139,842,284     92,535     100,436      

Trade payables

    41,066,957              

Other current liabilities

    952,899              

Lease obligation

    334,776              
                   

Total

    182,196,916     92,535     100,436      
                   

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  Current   Non-current  
March 31, 2011
  Within
6 months
  6-12 months   1-5 years   More than
5 years
 
 
  (Amount in $)
 

Debt

    149,176,177     1,754,595     11,603,819     2,125,236  

Trade payables

    47,669,620              

Other current liabilities

    1,216,547              

Lease obligation

    353,540              
                   

Total

    198,415,884     1,754,595     11,603,819     2,125,236  
                   

 
  Current   Non-current  
March 31, 2012
  Within
6 months
  6-12 months   1-5 years   More than
5 years
 
 
  (Amount in $)
 

Debt

    133,563,219     1,795,257     8,399,449     661,844  

Trade payables

    21,302,059              

Other current liabilities

    10,913,655              

Lease obligation

    274,457              
                   

Total

    166,053,390     1,795,257     8,399,449     661,844  
                   

 
  Current   Non-current  
 
  Within
6 months
   
   
  More than
5 years
 
 
  6-12 months   1-5 years  
June 30, 2012
 
 
  (Amount in $)
 

Debt

  $ 136,562,913     1,448,355     7,375,673     353,063  

Trade payables

    13,389,889              

Other current liabilities

    5,250,229              

Lease obligation

    218,047              
                   

Total

    166,053,390     1,795,257     8,399,449     661,844  
                   

        The above reflects the gross cash out flows, not discounted at the current values, thereby these values will differ as compared to the carrying values of the liabilities at the balance sheet date.

Non-IFRS Financial Measure

        In evaluating our business, we consider and use EBITDA, a non-IFRS measure as a supplemental measure to review and assess our operating performance. The presentation of this non-IFRS financial measure 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 EBITDA as profit after tax plus finance costs, income tax expense and depreciation and amortization. We use EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis, as measures for planning and forecasting overall expectations and for evaluating actual results against such expectations and as performance evaluation metrics, including as part of assessing and administering our executive and employee incentive compensation programs.

        We believe that the use of this 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), 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 this

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non-IFRS measure is frequently used by securities analysts, investors and other interested parties as measures 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,   Three Months Ended
June 30,
 
 
  2010   2011   2012   2011   2012  
 
  (Amount in $)
 

Profit after tax

  $ 5,222,606   $ 6,411,649   $ 11,944,238   $ 1,714,187   $ 3,271,854  

Finance costs

    12,670,922     19,676,559     21,786,007     5,393,092     5,338,500  

Income tax expense

    2,767,534     2,948,276     4,137,422     682,462     1,201,915  

Depreciation and amortization

    844,626     1,915,934     2,089,738     539,006     460,898  

EBITDA

   
21,505,687
   
30,952,419
   
39,957,405
   
8,328,747
   
10,273,167
 

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INDUSTRY

        According to the IRRI, rice is the largest single use of land for producing food in the world and is the main dietary staple for half the world's population. The FAO estimates that rice provides more than one fifth of the calories consumed by humans worldwide. Unlike other staples, rice is gluten-free and so is uniquely beneficial to those with gluten allergies. Rice is a healthy, natural food that is low in fat, cholesterol and sodium and is a good source of vitamins and minerals such as thiamine, niacin, iron, riboflavin, vitamin D, calcium and fiber. Indian rice is not genetically-modified.

Overview of Packaged Rice Industry

        Sales of packaged rice in emerging markets are growing faster than in developed nations, according to Euromonitor. According to Euromonitor, between 2011 and 2016, the EMEA, Asia Pacific, Eastern European and Latin American packaged rice markets are expected to increase at a CAGR of 8.6%, 6.6%, 4.2% and 7.6%, respectively. The packaged rice market in North America and Australasia is expected to grow at a respective CAGR of 2.5% and 3.7%, respectively, according to Euromonitor. We believe the higher growth in emerging markets can primarily be attributed to the shift towards modern retail outlets and convenience shopping, especially in urban locations. We believe the value growth in all of these markets also benefit from consumers increasingly seeking health and wellness products, which command premium pricing. As a result, we and other companies are increasingly offering new rice varieties with fortified multi-grain and organic features, and varieties with other specific healthy and natural functionalities.

Overview of Global Rice Industry

        According to the IRRI, rice is the primary staple food consumed in most countries and is the cereal grain with the highest level of human consumption in the world. 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. Propelled by growing consumption demand, world production of rice has more than tripled over the last few decades, from 151 million metric tons of milled rice in 1961 to an estimated 480.1 million metric tons of milled rice in 2011, according to CRISIL Research and the FAO. Rice production is concentrated in Asia, which provided approximately 90% of estimated global production in CY 2011. The top ten producers of rice worldwide in 2011 were China (28.1%), India (21.5%), Indonesia (9.1%), Bangladesh (7.0%), Vietnam (5.9%), Thailand (4.4%), Burma (4.2%), the Philippines (2.4%), Brazil (1.9%) and Japan (1.5%), according to FAO. Asia is also the largest consumer of rice, and many Asian countries produce enough rice to match their domestic consumption needs. The top ten importers of rice worldwide in 2011 were Indonesia, Nigeria, Bangladesh, China, the Philippines, the European Union, Saudi Arabia, Iraq, Iran, and the Ivory Coast, according to FAO. Consumption growth is largely due to a rising population in Asia and increased consumption patterns in certain non-Asian rice-consuming countries, mostly in the Western Hemisphere and EMEA. Increased consumption of rice in developed markets such as the United States and the United Kingdom can be partly attributed to growing populations of high rice-consuming Hispanic and Asian ethnic groups in these markets, driven both by immigration and higher fertility rates and, to a lesser degree, increased awareness by the general population of the impact of diet on health. Furthermore, we believe consumers of rice in developing countries around the world are increasingly turning from purchasing non-branded rice from traditional retail stores to buying branded, packaged rice products from larger, modern retailers.

        According to the IRRI, the world's annual rough rice production will have to increase markedly over the next thirty years to keep up with population growth and income induced demand for food. As a result, global rice prices are expected to increase in the future both as a result of rapidly increasing global rice demand and slowing global supply, which is expected to be largely caused by slower than historical yield growth and limited ability to expand growing areas in most producing countries. In

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recent history, there was an unusual spike in rice prices in 2008, caused by the November 2007 imposition of export curbs in various countries aiming to contain domestic food price inflation, and the sizeable procurement by countries like Bangladesh and the Philippines to compensate for losses caused by floods and reconstitute rice reserves. Rice prices have since normalized.

Rice Industry in India

        The Indian rice industry was valued at approximately $40 billion in wholesale prices in fiscal 2011, with Indian consumption estimated at approximately 91 million metric tons of milled rice in fiscal 2011 and exports at 2.3 million metric tons, based on CRISIL Research. From fiscal 2006 to 2011, the Indian rice industry has grown in value at a CAGR of 10.5%, according to CRISIL Research. Industry sources expect growth to continue in India, with marginal increases in production and continuous growth in demand due to population growth, increasing purchasing power of the Indian population and inflation.

    Production Trends

        Rice is the largest produced staple in India and, according to CRISIL Research, contributed approximately 39% of total food grain production by volume and 9.5% of overall agricultural exports by value from India in fiscal 2011. Several varieties of rice are cultivated based on their differential response to climatic factors, such as temperature, rainfall, sunlight and fertilizer. India's rice production has grown to 95.0 million metric tons in fiscal 2011 from 85.0 million metric tons in fiscal 2001, according to CRISIL Research. According to CRISIL Research, this increase is due to the introduction of high yielding rice varieties responsive to higher doses of fertilizers coupled with improvements in farming methods. India's major rice growing regions include West Bengal, Punjab and Uttar Pradesh, which represented 16.0%, 12.6% and 12.1% of total production in India in fiscal 2010, respectively, based on research by CRISIL Research and data provided by the Government of India.

    Consumption Trends

        Rice serves as the staple food for approximately 65% of India's population in fiscal 2011, according to CRISIL Research. The rapid historical population growth in India and increasing income levels has driven the growth in demand for and consumption of rice. The other factors impacting rice consumption have been price trends of competing products, procurement programs of the Government of India and the availability of rice based on monsoon effects on growing patterns.

    Export Trends

        India is the third largest exporter of rice following Thailand and Vietnam, with an 11.4% share of world exports in 2011, according to FAO estimates. Indian exports of Basmati rice have increased overall by volume at a CAGR of 20.2% since fiscal 2007 to reach 2.2 million metric tons in fiscal 2011, according to CRISIL Research. We believe these increases were due to increasing international demand and insufficient supply to support export growth. Indian exports peaked at 6.3 million metric tons in fiscal 2007 before decreasing to 2.3 million metric tons in fiscal 2011 following the Government of India's ban on the export of non-Basmati rice beginning in October 2007, which was enacted to ensure the availability of rice domestically. In February 2011, the Government of India began to ease the ban and allowed the export of three specific varieties of non-Basmati rice after imposing quantitative restrictions and a minimum export price. Finally, in September 2011, the Government of India permitted the export of all non-Basmati rice due to surplus production and increasing inventory stock. This, combined with the decline in rice production by leading rice exporting nations such Thailand, Vietnam and Pakistan, is expected to lead to India's rice exports reaching approximately 5 million metric tons in fiscal 2012, according to CRISIL Research.

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    Price Trends

        Within the Indian wholesale market, the average price of rice has increased at a CAGR of 9.5% since fiscal 2007 to reach an average $434 per metric ton in fiscal 2011, according to CRISIL Research. Meanwhile, export prices for Basmati rice, which commands premium pricing, have increased at the higher CAGR of 15.9% in the same time period to reach $1,064 per metric ton in fiscal 2011. Pricing is affected by other factors including weather, Government of India policies (e.g., changes in minimum support prices and minimum export prices), prices of other staples, seasonal cycles and the demand and supply balance.

Basmati Rice

        The Indian Basmati rice industry was valued at approximately $4 billion in wholesale prices in fiscal 2011, according to CRISIL Research. Basmati rice has been grown for centuries exclusively in the foothills of the Himalayas in certain parts of the Indian sub-continent and is recognized worldwide as a premium variety due to its longer length, pure white color, nut-like flavor and appealing aroma. The word Basmati means the "queen of fragrance" or the "perfumed one." As it is cooked, the Basmati grain elongates to 2 to 2.5 times the original size of the grain and attains its characteristic shape and consistency. Basmati rice is considered to be higher quality when it is aged at least 10 to 14 months, which enhances its length and flavor when cooked. Its unique taste, aroma, shape and texture have historically elicited premium pricing.

        The characteristics of Basmati rice result not only from starting with Basmati paddy strains, but also the soil and climate of the Himalayan foothill regions where it is grown and the manner in which it is processed and aged before sale, much like the qualities of Champagne purportedly come not only from the grapes used to make it, but the soil and climate in the Champagne region of France. Although in fiscal 2011, the Basmati rice industry only contributed 4.7% of the overall Indian rice production by volume, it constituted approximately 10% of the total Indian rice industry by value, according to CRISIL Research. While the overall Indian rice industry grew in value at the rate of 10.5% annually during the period from fiscal 2006 to 2011, consumption of Basmati rice in India grew in volume at a rate of 25.0% during the same period, according to CRISIL Research.

    Production Trends in Basmati Rice

        Globally, Basmati rice contributes 1.5% of total rice production, of which 65% to 70% is produced in India and 30% to 35% is produced in Pakistan, according to CRISIL Research. The Indian Basmati rice market was valued at approximately $4 billion in fiscal 2011, of which 45% to 50% relates to Indian consumption and 50% to 55% relates to international sales, according to CRISIL Research. While Basmati rice producers in India have managed to move up the value chain by improving quality and branding, the growth of the industry in Pakistan has been relatively moderate. As a result, India remains the world's largest Basmati rice supplier.

    Indian Consumption Trends in Basmati Rice

        The Indian Basmati rice market was valued at approximately $4 billion in fiscal 2011, of which 45% to 50% relates to domestic consumption and 50% to 55% relates to exports, according to CRISIL Research. 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. The domestic annual consumption of Basmati rice is currently small compared to India's overall rice consumption of approximately 91 million metric tons in fiscal 2011, according to CRISIL Research. In the Indian market, Basmati is considered a high-value product and is generally only consumed on special occasions. However, with India's increasing middle-class population, rising purchasing power, the accompanying lifestyle changes and the increasing penetration of modern trade

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there, the consumption of Basmati rice in India has grown at a rapid pace and is expected to continue to grow 12% to 15% annually over fiscal 2012 to fiscal 2016, according to CRISIL Research.

    Basmati Export Trends

        Basmati export pricing grew at a 15.9% CAGR to $1,064 per metric ton in fiscal 2011 from $588 per metric ton in fiscal 2007, according to CRISIL Research. Despite the strong growth in prices, international sales of Basmati rice also grew at a CAGR of 20.2% in volume and 39.5% in value between fiscal 2007 and 2011, according to CRISIL Research. The strong growth in India's exports have been primarily due to increasing demand from traditional and new export markets and the advent of new types of Basmati rice selectively produced for premium characteristics.

        In fiscal 2011, approximately 80% of India's total Basmati rice exports were to the Gulf countries, including Saudi Arabia, the UAE, and Kuwait. Export sales to European and North American countries such as the U.K., Italy, the United States and Canada have also increased in recent years and Indian exporters are increasingly seeking to create trade relationships with new markets such as Mexico and China. However, the share of total Basmati rice exports to these potential markets are expected to remain small over the next five years, compared with exports to traditional export markets such as EMEA, which are expected to remain steady due to such countries' proximity to India and high overall demand. Competition from Pakistan, the only other Basmati rice producer, is expected to remain moderate as Pakistan has less land to cultivate paddy. Therefore, we believe that Indian Basmati rice exports will continue to grow faster than Pakistani rice exports over the next four to five years.

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BUSINESS

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 2010 and 2011, Inc. India, a leading Indian business magazine, identified Amira India as one of India's fastest growing mid-sized companies.

        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.

        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, Planman Marcom, 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.

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        In fiscal 2010, 2011 and 2012, our revenue was $201.7 million, $255.0 million and $329.0 million, respectively, representing a CAGR of 27.7%. In fiscal 2010, 2011 and 2012, our EBITDA, or profit after tax plus finance costs, income tax expense and depreciation and amortization, was $21.5 million, $31.0 million and $40.0 million, respectively, representing a CAGR of 36.3%.

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. The Amira brand is recognized by Planman Marcom 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 and 2011, 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.

    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

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      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 77 distributors provide us with a high degree of control over our product offerings. We have a strong and growing international presence through our company-owned 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 2010, 2011 and 2012, our revenue was $201.7 million, $255.0 million and $329.0 million, respectively, representing a CAGR of 27.7%. In fiscal 2010, 2011 and 2012, our profit after tax was $5.2 million, $6.4 million and $11.9 million, respectively, representing a CAGR of 51.2%. In fiscal 2010, 2011 and 2012, our EBITDA was $21.5 million, $31.0 million and $40.0 million, respectively, representing a CAGR of 36.3%.

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.

    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. Our 77 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 plan to set up additional company-owned distribution centers to target modern trade retailers in 15 major cities in India, 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

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      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 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 66.0% of our revenue in fiscal 2012, 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 and Jordan, 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 this offering, 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.

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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

GRAPHIC
 

Amira Pure Traditional Basmati Rice

Amira Indigo Extra Long Grain Basmati Rice

Amira Goodlength Basmati Rice

Amira Good Health Brown Basmati

Amira Traditional Basmati Rice—New Crop

Amira Fuzion New Age Basmati Rice*

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

GRAPHIC
 

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

 

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Category   Brand/Product Line   Product Features
Other Specialty Rice and Value Add Meals

GRAPHIC
 

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

GRAPHIC
 

Amira Navratan Mix*

Amira Aloo Bhujia*

Amira Zabardast Slims*

Amira Bikaneri Bhujia*

Amira Khatta Meetha**

Amira Shahi Mix**

 

Crunchy, Indian-style ready-to-eat snacks

Popular among ethnic population

Mix of dried vegetables, nuts and legumes

 
Oil

GRAPHIC
 

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

GRAPHIC
 

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

 
*
Newly Launched Product

**
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. For example, our newly launched Khichdi Rice is formulated for the preparation of khichdi, a comfort food which is consumed across the diverse states of India and South Asian expatriate communities in international markets, and Kheer Rice is formulated for the preparation of rice pudding and is the first of its category in the market.

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        We offer several types of rice, including our Good Health 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 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.

Category   Third party Brand/Country   Product Features
Third party Basmati Rice


GRAPHIC
 

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


GRAPHIC
 

Bulog Non-Basmati Rice, Indonesia

Platinum Corp. FZE Non-Basmati Parboiled Rice, Nigeria

 

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.

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        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 "pucca artiyas," 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.

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,

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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 December 2012.

Principal Operating Facilities

        As of June 30, 2012, our material properties consist of one office and one processing facility in India, three international offices in Malaysia, Dubai, and the United States, 12 warehouse facilities in India, and one warehouse facility in the United States. We own our processing facility and lease the other properties.

        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 this offering to expand our milling and sorting capacity from 24 metric tons per hour as of June 30, 2012 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. 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.

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 a HACCP (Hazard Analysis & Critical Control Points) accreditation. In addition, our facilities have received certifications from BRC Global Standards, the U.S. Food and Drug Administration, SGS Group, 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 August 31, 2012, we had 60 employees working exclusively in sales, marketing and distribution. We divide these personnel across different geographic regions in India and the rest of the world. 45 of them are focused on sales and marketing to the Indian market, and 15 of them are focused on sales and marketing internationally. We plan to open additional company-owned distribution centers in 15 major cities in India to target modern trade retailers, 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 77 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.

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),

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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 57.7%, 50.5% and 46.6% of our revenue in fiscal 2010, 2011 and 2012, respectively. No single customer or distributor accounted for over 26% of our revenue during fiscal 2010, 18% of our revenue during fiscal 2011 or 27% of our revenue during fiscal 2012. 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.

        We have also registered, or are in the process of registering, trade names internationally in various countries where our products are sold, including in the United States.

Employees

        As of March 31, 2010, 2011, 2012 and August 31, 2012, we had 211, 210, 226 and 252 full time employees, respectively. As of August 31, 2012, we had 45 employees working in our accounting and finance department, 60 working in sales, marketing and distribution, and 117 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.

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Insurance

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

Legal Proceedings

        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 Port of Subic Bay, a free trade zone located in the Republic of the Philippines for purposes of temporary warehousing and transshipment. Amira C Foods International DMCC engaged Metro Eastern Trading Corp., or Metro Eastern, a "locator", or customs broker, duly authorized and regulated by the Subic Bay Port Authority to unload, warehouse, and transship the vessel's cargo. On May 15, 2012, the Collector of Customs, or 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, or 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. Both Metro Eastern and Amira C Foods International DMCC as intervenor have since appealed this decision with the COC, which appeal is still pending. We intend to continue seeking the reversal of this decision with the COC, and if necessary, the Court of Tax Appeals of the Philippines and higher courts. We believe there are several grounds for this decision to be reversed on appeal, including that all goods located in the Port of Subic Bay are outside of the legal jurisdiction of the COC, and that the shipment was landed there solely for purposes of transshipment and not for importation into the Philippines. 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. Concurrently with the proceedings of the COC, 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. Mr. Guha is vigorously defending himself and a motion for reconsideration to lift the contempt citation with accompanying back-up support has been filed. This citation is an administrative and not a criminal matter. While we do not believe that the Senate hearings or its report will have a material effect on our business, the Senate inquiry is still ongoing, and there can be no assurance as to when it will be completed, when the Senate will issue its report, and how the report or any publicity it generates may impact our business.

        An order dated November 10, 2010 has been passed 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

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this determination 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 responded by filing another appeal with the High Court of Delhi. The matter is pending 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. Amira India has not received any notice or other requests for information from the CBI. 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 PSUs.

        Further, Amira India is involved in ordinary course government tax audits from time to time, which typically include assessment proceedings being carried out in relation to tax returns filed for previous years, resulting in further tax demands by relevant taxation authorities, including due to 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 $400,000, 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, was subjected to search and survey proceedings by the Indian income tax authority under the Income Tax Act, 1961. Certain of Amira India's records and documents were seized and Amira India paid $256,739 to the income tax authority as additional tax. In February 2012, Amira India received notices under the Income Tax Act, 1961 directing it to furnish income statements for each fiscal year during the period beginning April 1, 2004 and ending March 31, 2012. Amira India is in the process of complying with various procedural requirements in this regard and we do not believe that it will be required to pay any material additional amount.

        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, there is no existing monetary claim against Amira India in this matter.

        We are subject to litigation in the normal course of our business. Except as set forth above, 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.

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 2012, our revenue was greatest in the quarter ended March 31, 2012 and lowest in the quarter ended September 30, 2011. 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 rice and paddy was 18 months and 11 months for the fiscal years 2011 and 2012. Accordingly, we maintain substantial levels of working capital indebtedness

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that is secured by this inventory. Our results of operations may also be impacted by fluctuations in foreign currency. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting our Results of Operations—Foreign exchange fluctuations."

Government Regulations Applicable to Our Business in India

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

Regulations Related to Agricultural Produce and Exports

        The Government of India, under the Foreign Trade (Development & Regulation) Act, 1992, or the Foreign Trade Act, together with the Foreign Trade Policy, provides for development and regulation of foreign trade by facilitating imports into, and augmenting exports from India, as a part of which it sets the 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 legislations have been enacted by various Indian state governments 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 identify commodities 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

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information from exporters, inspect their premises and seize commodities. The Export Quality Act also provides for fines and penalties in case of non-compliance.

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

        The Agricultural and Processed Food Products Export Development Authority Act provides for the establishment of the Agricultural and Processed Food Products Export Development Authority for the purpose of promotion and development of industries engaged in the export of certain scheduled products, including cereal 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 the Export Quality Act, 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 establishes food safety standards and 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 and rules relating to food safety and nutrition. The FSS Act also sets forth requirements 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 adjudicated of such issues by the Food Safety Appellate Tribunal.

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

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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.

        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.

Foreign Investment Regulations

        Pursuant to the Consolidated Foreign Direct Investment policy (effective from April 10, 2012) 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.

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MANAGEMENT

Directors and Officers

        The following discussion sets forth information regarding our directors and officers as of the date of this prospectus, and two director nominees that will be nominated and elected directors effective upon completion of this offering. Our board of directors consists of only one class. All of the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Our board of directors is authorized to appoint officers as it deems appropriate. Provided below is a brief description of our directors' and officers' business experience during the past five years.

Name   Age   Position
Karan A. Chanana   39   Chairman of the Board of Directors and Chief Executive Officer
Ritesh Suneja   29   Chief Financial Officer
Protik Guha   42   Chief Operating Officer
Chief Executive Officer of Amira India
Sanjay Chanana   40   Director and Secretary
President and Chief Executive Officer of Amira C Foods International DMCC
Bimal Kishore Raizada   68   Independent Director
Neal Cravens(1)   59   Director Nominee
Daniel I. Malina(1)   53   Director Nominee

(1)
Messrs. Cravens and Malina will be nominated and elected as directors effective upon completion of this offering.

        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 the board of directors of the Agricultural and Processed Food Products Export Development Authority under the Ministry of Commerce of India, a member of various committees of the Confederation of Indian Industries, including the Agricultural Committee. Mr. Chanana received a Bachelor of Commerce from the University of Delhi in 1993.

        Ritesh Suneja has been our Chief Financial Officer since April 2012. Mr. Suneja acted as Chief Financial Officer of AES Corporation with respect to its operations in India, where his responsibilities included management of AES Corporation's thermal, wind and solar business and also been on the advisory board on the South Asia Clean Energy Investment Fund. Mr. Suneja was Capital markets and International GAAP manager at Ernst & Young in India and also worked as a manager in assurance practice at Deloitte LLP in the U.K. Mr. Suneja has also worked in the head office of Punjab National Bank, the second largest public sector bank of India. In connection with these positions, Mr. Suneja has participated in audits, SOX reviews, due diligence and transaction support activities and has given technical trainings on IFRS and U.S. GAAP in addition to Indian GAAP. Mr. Suneja received a Bachelor of Commerce from Delhi University, a degree in Chartered Accountancy and also holds a diploma in Information Systems Audits from the Institute of Chartered Accountants of India. Mr. Suneja attained a Masters of Business Administration with a specialty in finance from the Symbiosis Institute of Management Studies in September 2006 and is also a member of the Indian Institute of Bankers.

        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

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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 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 Ranbaxy Super Religare Laboratories 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 and policy from 2006 until 2008. From 2008 until 2009, Mr. Raizada worked as managing director of Marsing and Company Ltd., a pharmaceutical company. 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 and communications and interacted with the Ministries of Finance, Chemicals, Commerce, Health and Science, and Technology in India. Mr. Raizada received a Bachelor of Commerce from the Shri Ram College of Commerce of the University of Delhi and is a chartered accountant in the U.K. and India.

        Neal Cravens will become a member of our board of directors upon the completion of this offering. 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. Malina will become a member of our board of directors upon the completion of this offering. 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

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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 Captek Softgel 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.

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

        We have engaged Rahul Nayar as our Director of Global Communications and Strategy effective upon completion of this offering. Mr. Nayar's duties will include 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 this offering and our corporate reorganization, Shree Capital Advisors Ltd. will receive a fee of 2% of the total size of this offering, plus the reimbursement of expenses, upon completion of this offering. 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.

Employment Agreements

    Employment Agreement with Karan A. Chanana

        Our indirect subsidiary, Amira C Foods International DMCC, has 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 has 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 provides for an initial annual base salary of $432,000. Mr. Chanana is eligible to receive a discretionary annual bonus of $351,000 and is 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 is entitled to all accrued but unpaid vacation pay, if he has been employed for more than a year. Additionally, if the termination does not arise from the fault of Mr. Chanana, he is 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, such agreement to take effect upon the completion of this offering. When it becomes effective, this agreement will replace 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. 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, upon the closing of this offering, Mr. Chanana will be 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 the date this offering is consummated, 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 this offering.

        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

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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 us. 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.

        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;

    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 339,183 ordinary shares granted under the terms of his employment agreement and any outstanding long term incentive awards;

    continued participation by him and his spouse or other dependents in our group health plan, at the same benefit and contribution levels in effect immediately before the termination for 24 months or, if sooner, until similar coverage is obtained under a new employer's plan. If continued coverage is not permitted by our plan or applicable law, we will pay the cost of continuation coverage to the extent any of these persons elects and is entitled to receive continuation coverage; and

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    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 2012) 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

    $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

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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 Ritesh Suneja

        Amira India entered into an employment agreement with Ritesh Suneja, our Chief Financial Officer, with effect from April 3, 2012. Pursuant to the agreement, Mr. Suneja is entitled to $81,052, including $3,602 of performance-based discretionary bonus, each year. In the event Mr. Suneja's employment is terminated by Amira India, he is entitled to two months' severance.

    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 will become effective on the date of this prospectus and is a comprehensive incentive compensation plan under which we can grant equity-based

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and 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.    Upon effectiveness, the 2012 Plan will be administered by the compensation committee of the board of directors, which upon completion of this offering 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 3,881,010 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

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the grant of awards is dependent upon various factors such as hiring requirements and job performance.

        Options.    The term of each share option shall be as specified in the option agreement; provided, however, that except for share options which 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 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 cash payment 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

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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 by 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.

        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

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"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, 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 SAR provides the participant to whom it is granted the right to receive, upon its exercise, the excess of (A) the fair market value of the number of ordinary shares subject to the SAR on the date of exercise, over (B) the product of the number of ordinary shares subject to the SAR multiplied by the base value under the SAR, as determined by the compensation committee or the board of directors. The base value of a SAR shall not be less than the fair market value of an ordinary share on the date of grant. If the compensation committee grants a share appreciation right which is intended to be a tandem SAR, additional restrictions apply.

        Recapitalization or Reorganization.    Subject to certain restrictions, the 2012 Plan provides for the adjustment of ordinary shares underlying awards previously granted if, and whenever, prior to the expiration or distribution to the holder of ordinary shares underlying an award theretofore granted, we shall effect a subdivision or consolidation of our ordinary shares or the payment of a share dividend on ordinary shares without receipt of consideration by us. If we recapitalize or otherwise change our capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted award, the holder shall be entitled to receive (or entitled to purchase, if applicable) under such award, in lieu of the number of ordinary shares then covered by such award, the number and class of shares and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the holder had been the holder of record of the number of ordinary shares then covered by such award. The 2012 Plan also provides for the adjustment of shares underlying awards previously granted by the board of directors in the event of changes to the outstanding ordinary shares by reason of extraordinary cash dividend, reorganization, mergers, consolidations, combinations, split ups, spin offs, exchanges or other relevant changes in capitalization occurring after the date of the grant of any award, subject to certain restrictions.

        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

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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 September 27, 2012, no awards 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.

        A U.S. Participant generally does not receive taxable income upon the grant 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

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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 shares award, performance units award, restricted share units award, unrestricted share award or dividend 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 this 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.

Committees of the Board and Board Practices

    Audit Committee

        Upon the completion of this offering, our audit committee will consist of Bimal Kishore Raizada, Neal Cravens and Daniel Malina. Mr. Raizada will be the chair of the audit committee. Each of these individuals satisfies the "independence" requirements of the New York Stock Exchange. The audit committee will oversee our accounting and financial reporting processes and the audits of our financial statements. The audit committee will be responsible for, among other things:

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

    reviewing and approving all proposed related-party transactions;

    discussing the annual audited financial statements with management and the independent auditors;

    annually reviewing and reassessing the adequacy of our audit committee charter;

    meeting separately and periodically with management and the independent auditors;

    reviewing such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and

    reporting regularly to the full board of directors.

    Compensation Committee

        Upon the completion of this offering, our compensation committee will consist of Bimal Kishore Raizada, Neal Cravens and Daniel Malina. Each of these individuals satisfies the "independence" requirements of the New York Stock Exchange. Our compensation committee will assist 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 will be 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;

    reviewing and approving officer and director indemnification and insurance matters;

    reviewing and approving any employee loan in an amount equal to or greater than $20,000; 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.

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    Corporate Governance and Nominating Committee

        Upon the completion of this offering, our corporate governance and nominating committee will consist of Bimal Kishore Raizada, Neal Cravens and Daniel Malina. Each of these individuals satisfies the "independence" requirements of the New York Stock Exchange. The corporate governance and nominating committee will assist 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 will be 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 will adopt 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 financial officers. The Code of Conduct and Code of Ethics will be intended to promote honest and ethical conduct, full and accurate reporting, and compliance with laws as well as other matters. A printed copy of the Code of Conduct and Code of Ethics will be obtainable free of charge by writing to 29E, A.U. Tower; Jumeirah Lake Towers; Dubai, UAE.

Directors' Duties

        Under BVI law, our directors owe fiduciary duties at both common law and under statute, including a statutory duty to act honestly, in good faith and in what the director believes are the best interests of our company. When exercising powers or performing duties as a director, the director is required to exercise the care, diligence and skill that a responsible director would exercise in the same circumstances taking into account, without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors are required to exercise their powers for a proper purpose and must not act or agree to the company acting in a manner that contravenes our memorandum and articles of association or the BVI Act.

Directors' Interests in Transactions

        Pursuant to the BVI Act and the company's memorandum and articles of association, a director of a company who has an interest in a transaction and who has declared such interest to the other directors, may (a) vote on a matter relating to the transaction, (b) attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum, and (c) sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the transaction.

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Limitation on Liability and Indemnification of Officers and Directors

        Our memorandum and articles of association provide that, subject to certain limitations, the company may indemnify its directors and officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. Such indemnification may only take place if the person acted honestly and in good faith with a view to the best interests of the company and, in the case of criminal proceedings, the person had no reasonable cause to believe that their conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful and is, in the absence of fraud, sufficient for the purposes of the memorandum and articles of association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful.

        We have entered, and expect to continue to enter, into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys' fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that the provisions in our memorandum and articles of association, indemnification agreements, and officers' and directors' liability insurance described in further detail below are necessary to attract and retain talented and experienced officers and directors.

        Our memorandum and articles of association permits us to purchase and maintain insurance on behalf of any officer or director who at the request of the company is or was serving as a director or officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the company has or would have had the power to indemnify the person against the liability as provided in the memorandum and articles of association. We will purchase a policy of directors' and officers' liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

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.

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Compensation

    Director Compensation

        Mr. Bimal Raizada will receive 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.

        Commencing upon the consummation of this offering, each of Neal Cravens and Daniel Malina will receive cash compensation of $55,000 and 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. We will have the option to repurchase such 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 or Mr. Malina ceases to be a director, we will repurchase all of the respective ordinary shares that remain subject to repurchase under the respective option.

        In addition, Mr. Raizada will receive cash compensation of $3,125 for each year of his service as chairman of the Compensation Committee, and Mr. Raizada will receive cash compensation of $3,125 for each year of his service as chairman of the Nominating Committee, each on a pro-rated basis.

        We did not pay any compensation to any of our directors for their services as directors of ANFI during fiscal 2012. Beginning May 2012, we have paid Sanjay Chanana, one of our directors, an annual salary of $333,000 for his service as chief executive officer of Amira C Foods International DMCC.

    Officer Compensation

        The following table sets forth all of the compensation paid by us or our significant subsidiaries in fiscal 2012 to each of our officers for such person's service as an officer (including contingent or deferred compensation accrued during fiscal 2012):

Name and Principal Position
  Salary ($)   Bonus ($)   Options ($)   Total ($)  

Karan A. Chanana

    242,617             242,617  

Ritesh Suneja(1)

                 

Protik Guha

    72,679             72,679  

(1)
Mr. Suneja became our Chief Financial Officer in April 2012.

    Retirement Benefits

        During fiscal 2012, we accrued $67,179 for post-employment benefits through defined contribution and defined benefit plans for our employees and directors.

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PRINCIPAL SHAREHOLDERS

        The following table sets forth information with respect to the beneficial ownership of our ordinary shares, as of the date of this prospectus for:

    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, effective upon the completion of this offering.

        Beneficial ownership includes voting or investment power with respect to the securities. The number of shares set forth below assumes the effectiveness of a 196.6-for-one stock split of our ordinary shares which will take place immediately prior to the consummation of this offering. 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 the date of this prospectus. Percentage of beneficial ownership is based on 19,660,000 ordinary shares outstanding prior to this offering and 33,579,089 shares outstanding after completion of this offering assuming the effectiveness of a 196.6-for-one stock split of our ordinary shares, and further assuming that the underwriters do not exercise their over-allotment option. The underwriters may choose to exercise the over-allotment option in full, in part or not at all.

        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 of Beneficial Owner
  Beneficial
Ownership of
our Ordinary
Shares
Prior to this
Offering
  Percentage of
Class
Prior to this
Offering
  Beneficial
Ownership of
our Ordinary
Shares
Following this
Offering
  Percentage of
Class
Following this
Offering
 

Karan A. Chanana(1)

    19,660,000     100 %   24,593,222 (3)   73.2 %(3)

Ritesh Suneja

                   

Protik Guha

                   

Sanjay Chanana(1)

                   

Bimal Raizada(2)

                   

Neal Cravens, director nominee(4)

            3,929     *  

Daniel Malina, director nominee(5)

            3,929     *  
                   

All directors and officers as a group (seven persons)

    19,660,000     100 %   24,601,080     73.2 %
                   

*
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 4,919,089 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 11.6% of the existing outstanding equity shares of Amira India prior to or upon the completion of this offering. Also includes 14,133 vested ordinary shares underlying an option to purchase ordinary shares, to be issued pursuant to the 2012 Plan upon the completion of this offering.

(4)
Neal Cravens' business address is 4131 Courtside Way, Tampa, FL 33618.

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

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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. Subsequent to this offering, we expect that our related-party transactions will continue to be conducted on the same basis. However, upon the completion of this offering, our related-party transactions will be 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.

Transactions During the Fiscal Years Ended March 31, 2010, 2011 and 2012 and the Three Months Ended June 30, 2012

        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 the fiscal years ended March 31, 2010, 2011, 2012 and the three months ended June 30, 2012, including interest incurred, are summarized as follows:

Transactions during the period
  March 31, 2010   March 31, 2011   March 31, 2012   June 30, 2012  
 
  (Amount in $ million)
   
 

Loans received

    1.2     0.4     0.8     0.1  

Loans repaid

    0.1     0.3     0.9     0.1  

Advances made

    2.8     3.2     1.0     0.0  

Advances received

    0.3     1.0     0.3      

Contributed rent

            .0036     0.0  

Issuance of unregistered securities

    5.5              

Purchases of goods

    0.3     2.6     8.7      

Sales of goods

    9.5     3.4     4.2     17.5  

    Loans and advances

        We received an aggregate of $2.5 million in loans from Mr. Chanana over the course of fiscal 2010, 2011 and 2012 and through the three months ended June 30, 2012, of which $1.4 million has been repaid. These loans were primarily short term loans for working capital. As of June 30, 2012, $1.1 million remains outstanding. These loans are unsecured, have no fixed terms of repayment, and bear interest at a weighted average rate of zero in fiscal 2010, and 11.6% in each of fiscal 2011, 2012 and the three months ended June 30, 2012.

        Our subsidiaries advanced an aggregate of $7.0 million to entities controlled by affiliates of Mr. Chanana and his family members over the course of fiscal 2010, 2011, 2012 and through the three months ended June 30, 2012. 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 "—Purchases and sales of goods" below. Such advances are interest-free, unsecured, and are settled through the delivery of goods purchased, typically during the fiscal year in which they were made, although there are no fixed terms of settlement. As of June 30, 2012, $1.5 million remains outstanding in respect of advances from affiliates of Mr. Chanana's family members. No loans or advances are outstanding from Mr. Chanana or from any affiliates controlled by him.

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    Purchases and sales of goods

        During fiscal 2010, 2011, 2012 and the three months ended June 30, 2012, our subsidiaries sold and purchased rice, semi-finished rice and palm oil to and from certain affiliates of Mr. Chanana and affiliates of his family members. Purchases totaled $0.3 million, $2.6 million, $8.7 million and zero in fiscal 2010, 2011, 2012 and the three months ended June 30, 2012, respectively. Sales to affiliates and affiliates of Mr. Chanana's family members of rice and palm oil during fiscal 2010, 2011 and 2012 totaled $9.5 million, $3.4 million and $4.2 million, respectively. Sales to affiliates and affiliates of Mr. Chanana's family members of rice and palm oil during the three months ended June 30, 2012 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. For more information, see "Business—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.

    Issuance of unregistered securities

        During the fiscal year ended March 31, 2010, Amira India issued an aggregate of 2,299,615 equity shares to Amira Enterprises Limited, an affiliate of Mr. Chanana. Of this amount, 765,000 shares were issued at a per share price of $1.45 (based on an exchange rate as of the date of issuance of Rs. 44.33 per $1.00), for an aggregate consideration of $1.1 million, and 1,534,615 shares were issued at a per share price of $2.80 (based on an exchange rate as of the date of issuance of Rs. 45.02 per $1.00), for an aggregate consideration of $4.4 million.

    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 each guaranteed the repayment of the secured revolving credit facilities, up to a sum of $172.0 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 the 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 $75.3 million and $14.2 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 "Management."

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DESCRIPTION OF SHARE CAPITAL

General

        ANFI is a BVI business company (company number 1696278) incorporated on February 20, 2012 and our affairs are governed by the provisions of our memorandum and articles of association, as amended and restated from time to time, the BVI Act and the common law of the BVI.

        Our amended and restated memorandum and articles of association that will be in effect upon the completion of this offering authorizes the issuance of an unlimited number of ordinary shares, $0.001 par value per share, and an unlimited number of preferred shares, $0.001 par value per share. As of the date of this prospectus, 100,000 ordinary shares were issued and outstanding, and no preferred shares were issued and outstanding. Upon the completion of this offering, we will have ordinary shares outstanding, assuming the underwriters do not exercise their over-allotment for additional shares, and no preferred shares issued and outstanding.

        The following description of our share capital is qualified in its entirety by reference to our amended and restated memorandum and articles of association that will be in effect upon the completion of this offering, which has been filed as an exhibit to the registration statement of which this prospectus is a part.

Memorandum and Articles of Association

        The following discussion describes our amended and restated memorandum and articles of association that will be in effect upon the completion of this offering

        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.

&