6-K 1 v395255_6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2014

Commission File Number: 001-35681

AMIRA NATURE FOODS LTD

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

29E, A.U. Tower

Jumeirah Lake Towers

Dubai, United Arab Emirates

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):¨

CONVENTIONS USED IN THIS REPORT

In this report (this “Report”), unless otherwise stated or unless the context otherwise requires, references to (i) ‘‘we’’, ‘‘us’’, ‘‘our’’, the “Company’’, the “Amira Group”, ‘‘our Company’’ or “ANFI” are to Amira Nature Foods Ltd, a British Virgin Islands business company, including its subsidiaries; (ii) references to “Amira Mauritius” are solely to Amira Nature Foods Ltd, a Mauritius company and ANFI’s wholly owned subsidiary; and (iii) “APFPL” or “Amira India” are to Amira Pure Foods Private Limited, and its subsidiaries, including Amira I Grand Foods Inc., Amira Food Pte. Ltd., Amira Foods (Malaysia) SDN. Bhd., Amira C Foods International DMCC, Basmati Rice GmbH, Basmati Rice North America LLC, Amira G Foods Limited, Amira Ten Nigeria Limited.

In this Report, references to “India” are to the Republic of India, references to “BVI” are to the British Virgin Islands, and references to “Mauritius” are to the Republic of Mauritius. References to “$”, “USD” , “dollars” or “U.S. dollars” are to the legal currency of the United States and references to “Rs.”, “Rupees”, “INR” or “Indian Rupees” are to the legal currency of India.

The condensed interim consolidated financial statements for the three and six months ended September 30, 2014 and 2013 and notes thereto included elsewhere in this Report have been prepared in compliance with International Accounting Standard (IAS) 34, “Interim financial reporting” as issued by International Accounting Standards Board (IASB). These condensed interim consolidated financial statements should be read in conjunction with the Amira Group’s annual consolidated financial statements and related notes included in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2014 (the “Annual Report”). References to a particular “fiscal year” are to our fiscal year ended March 31 of that year. Our fiscal quarters end on June 30, September 30, and December 31. References to a year other than a “fiscal” are to the calendar year ended December 31.

In this Report, references to our “international sales” are to those sales which are made to international markets outside of India. In this Report, references to increase/ decrease in percent for the financial statement items have been computed based on absolute figures reported. We also refer in various places within this report to earnings before interest, tax, depreciation and amortization (EBITDA), adjusted EBITDA, adjusted profit after tax, adjusted earnings per share, adjusted net working capital and net debt, which are non-IFRS measures and are more fully explained in the section titled “Non-IFRS Financial Measures”. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB.

FORWARD-LOOKING STATEMENTS

This Report contains statements of a forward-looking nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words or phrases such as “may,” “will,” “except,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “future” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to:

our goals and strategies;

our expansion plans;

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

our ability to protect our intellectual property rights;

projected revenue, profits, earnings and other estimated financial information;

our ability to maintain strong relationships with our customers and suppliers;

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

governmental policies regarding our industry; and

the impact of legal proceedings.

We would like to caution you not to place undue reliance on forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Risk Factors” appearing elsewhere in this Report. Those risks are not exhaustive. We operate in a rapidly evolving environment. New risk factors emerge from time to time, and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law.

Results of Operations and Financial Position

Following this page are our condensed interim consolidated financial position as of September 30, 2014 and our financial results for the three and six months ended September 30, 2014 and 2013, respectively.

INDEX TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Statements of Financial Position as of September 30, 2014 and March 31, 2014	5

Condensed Consolidated Statements of Profit or Loss for the three and six months ended September 30, 2014 and 2013	6

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended September 30, 2014 and 2013	7

Condensed Consolidated Statements of Changes in Equity for the six months ended September 30, 2014 and 2013	8

Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2014 and 2013	9

Notes to Condensed Interim Consolidated Financial Statements for the three and six months ended September 30, 2014 and 2013	10

Amira Nature Foods Ltd

Condensed Consolidated Statements of Financial Position

(Amounts in USD)

	As at September 30, 2014 (Unaudited)			As at March 31, 2014 (Audited)
ASSETS
Non-current
Property, plant and equipment	$	22,709,419		$	23,284,918
Goodwill		1,608,842			1,727,338
Other intangible assets		2,008,421			2,262,731
Other long-term financial assets		676,666			485,731
Total non-current assets	$	27,003,348		$	27,760,718

Current
Inventories (Note 7)	$	251,322,898		$	254,952,549
Trade receivables		86,483,943			80,882,986
Derivative financial assets		-			2,352,886
Other financial assets		8,937,351			9,768,514
Prepayments (Note 8)		9,490,256			8,361,244
Other current assets		1,389,419			765,655
Cash and cash equivalents		25,677,486			37,606,098
Total current assets	$	383,301,353		$	394,689,932
Total assets	$	410,304,701		$	422,450,650

EQUITY AND LIABILITIES
Equity
Share capital	$	9,115		$	9,115
Share premium		82,821,560			82,804,750
Other reserves		(6,459,745	)		(3,312,575	)
Retained earnings		89,911,780			74,334,687
Equity attributable to shareholders of the Company	$	166,282,710		$	153,835,977
Equity attributable to non-controlling interest		21,305,819			18,005,030
Total equity	$	187,588,529		$	171,841,007

Liabilities
Non-current liabilities
Defined benefit obligations	$	319,635		$	246,548
Debt		1,989,020			2,739,414
Deferred tax liabilities		5,934,002			6,666,270
Total non-current liabilities	$	8,242,657		$	9,652,232

Current liabilities
Trade payables	$	11,858,836		$	41,197,158
Debt (Note 9)		182,178,084			182,103,347
Current tax liabilities (net)		12,778,581			9,644,944
Derivative financial liabilities		103,261			-
Other financial liabilities		5,704,301			6,031,593
Other current liabilities		1,850,452			1,980,369
Total current liabilities	$	214,473,515		$	240,957,411
Total liabilities	$	222,716,172		$	250,609,643
Total equity and liabilities	$	410,304,701		$	422,450,650

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

Amira Nature Foods Ltd

Condensed Consolidated Statements of Profit or Loss

(Amounts in USD)

	Six months ended						Three months ended
	September 30, 2014 (Unaudited)			September 30, 2013 (Unaudited)			September 30, 2014 (Unaudited)			September 30, 2013 (Unaudited)
Revenue	$	280,200,545		$	218,296,338		$	141,387,573		$	108,011,250
Other income		74,659			95,063			24,200			57,187
Cost of material		(267,672,107	)		(181,941,294	)		(123,435,208	)		(92,069,372	)
Change in inventory of finished goods		49,112,448			12,484,391			13,123,609			10,115,880
Employee benefit expenses		(5,419,006	)		(4,252,315	)		(2,860,498	)		(2,107,397	)
Depreciation and amortization		(1,202,179	)		(951,200	)		(582,127	)		(462,317	)
Freight, forwarding and handling expenses		(9,416,138	)		(9,861,688	)		(4,540,401	)		(3,320,673	)
Other expenses		(11,566,530	)		(6,457,078	)		(6,122,934	)		(3,035,481	)
	$	34,111,692		$	27,412,217		$	16,994,214		$	17,189,077
Finance costs		(15,137,450	)		(10,579,446	)		(8,105,864	)		(5,415,924	)
Finance income		1,083,361			1,563,146			447,315			778,169
Other gains and (losses)		3,291,671			190,828			2,029,103			(3,567,810	)
Profit before tax for the period	$	23,349,274		$	18,586,745		$	11,364,768		$	8,983,512
Income tax expense		(3,702,122	)		(4,960,365	)		(926,432	)		(2,703,828	)

Profit after tax for the period	$	19,647,152		$	13,626,380		$	10,438,336		$	6,279,684
Profit after tax attributable to:
Shareholders of the Company	$	15,577,093		$	10,904,385		$	8,272,706		$	5,023,637
Non-controlling interest	$	4,070,059		$	2,721,995		$	2,165,630		$	1,256,047

Earnings per share
Basic earnings per share (Note 6)	$	0.54		$	0.38		$	0.29		$	0.18
Diluted earnings per share (Note 6)	$	0.54		$	0.38		$	0.29		$	0.18

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

Amira Nature Foods Ltd

Condensed Consolidated Statements of Comprehensive Income

(Amounts in USD)

	Six months ended						Three months ended
	September 30, 2014 (Unaudited)			September 30, 2013 (Unaudited)			September 30, 2014 (Unaudited)			September 30, 2013 (Unaudited)
Profit after tax for the period	$	19,647,152		$	13,626,380		$	10,438,336		$	6,279,684
Other comprehensive income
Items that may be reclassified subsequently to profit or loss:
Available for sale financial assets:
Current period gain/(loss)		30,129			(23,793	)		(4,833	)		(52,389	)
Reclassification to profit or loss		-			-			-			-
Income tax		(5,400	)		8,087			1,643			17,807
	$	24,729		$	(15,706	)	$	(3,190	)	$	(34,582	)
Cash flow hedging reserve:
Current period gain/(loss)		1,667,700			(11,066,017	)		(273,571	)		(3,082,425	)
Reclassification to profit or loss		(2,587,545	)		2,208,545			(1,292,189	)		2,722,317
Income tax		312,655			3,010,655			532,202			122,401
	$	(607,190	)	$	(5,846,817	)	$	(1,033,558	)	$	(237,707	)

Currency translation reserve		(3,333,979	)		(17,574,930	)		(3,299,161	)		(6,250,496	)

Other comprehensive income/(loss) for the period, net of tax	$	(3,916,440	)	$	(23,437,453	)	$	(4,335,909	)	$	(6,522,785	)
Total comprehensive income/(loss) for the period	$	15,730,712		$	(9,811,073	)	$	6,102,427		$	(243,101	)

Total comprehensive income/(loss) for the period attributable to:
Shareholders of the Company	$	12,429,923		$	(7,939,327	)	$	4,788,460		$	(220,682	)
Non-controlling interest	$	3,300,789		$	(1,871,746	)	$	1,313,967		$	(22,419	)

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

Amira Nature Foods Ltd

Condensed Consolidated Statements of Changes in Equity

(Amounts in USD)

							Other reserves
	Share capital			Share premium			Share-based compensation reserve		Reserve for available for sale financial assets			Currency translation Reserve			Cash flow hedging reserve			Restructuring Reserve		Retained earnings		Equity attributable to shareholders of the Company			Equity attributable to non - controlling interest			Total equity
Balance as at April 1, 2013 (Audited)	$	9,111		$	82,639,766		$	227,674	$	(21,561	)	$	(5,582,983	)	$	258,647		$	9,398,927	$	44,375,024	$	131,304,605		$	12,328,130		$	143,632,735

Share based compensation		-			-			154,822		-			-			-			-		-	$	154,822			-		$	154,822

Profit after tax for the period		-			-			-		-			-			-			-		10,904,385	$	10,904,385			2,721,995		$	13,626,380

Other comprehensive income /(loss) for the period		-			-			-		(12,627	)		(14,130,244	)		(4,700,841	)		-		-	$	(18,843,712	)		(4,593,741	)	$	(23,437,453	)

Total comprehensive income/(loss) for the period	$	-		$	-		$	-	$	(12,627	)	$	(14,130,244	)	$	(4,700,841	)	$	-	$	10,904,385	$	(7,939,327	)	$	(1,871,746	)	$	(9,811,073	)

Balance as at September 30, 2013 (Unaudited)	$	9,111		$	82,639,766		$	382,496	$	(34,188	)	$	(19,713,227	)	$	(4,442,194	)	$	9,398,927	$	55,279,409	$	123,520,100		$	10,456,384		$	133,976,484

Balance as at April 1, 2014 (Audited)	$	9,115		$	82,804,750		$	2,863,362	$	(30,127	)	$	(16,018,401	)	$	473,664		$	9,398,927	$	74,334,687	$	153,835,977		$	18,005,030		$	171,841,007

Share based compensation		4			54,996			-		-			-			-			-		-	$	55,000			-		$	55,000

Repurchase of shares from ex-director and cancelled		(4	)		(38,186	)		-		-			-			-			-		-	$	(38,190	)		-		$	(38,190	)

Profit after tax for the period		-			-			-		-			-			-			-		15,577,093	$	15,577,093			4,070,059		$	19,647,152

Other comprehensive income /(loss) for the period		-			-			-		19,871			(2,679,116	)		(487,925	)		-		-	$	(3,147,170	)		(769,270	)	$	(3,916,440	)

Total comprehensive income/(loss) for the period	$	-		$	-		$	-	$	19,871		$	(2,679,116	)	$	(487,925	)	$	-	$	15,577,093	$	12,429,923		$	3,300,789		$	15,730,712

Balance as at September 30, 2014 (Unaudited)	$	9,115		$	82,821,560		$	2,863,362	$	(10,256	)	$	(18,697,517	)	$	(14,261	)	$	9,398,927	$	89,911,780	$	166,282,710		$	21,305,819		$	187,588,529

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

Amira Nature Foods Ltd

Condensed Consolidated Statements of Cash Flows

(Amounts in USD)

	Six months ended
	September 30, 2014 (Unaudited)			September 30, 2013 (Unaudited)
(A) CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax for the period	$	23,349,274		$	18,586,745
Adjustments for non-cash items		2,297,255			(2,295,894	)
Adjustments for non-operating incomes and expenses		14,053,132			9,011,062
Changes in operating assets and liabilities		(41,709,501	)		(4,420,317	)
	$	(2,009,840	)	$	20,881,596
Income taxes paid		(509,525	)		(547,045	)
Net cash generated from/ (used in) operating activities	$	(2,519,365	)	$	20,334,551

(B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	$	(1,320,860	)	$	(781,245	)
Purchase of intangible assets		-			(212,448	)
Proceeds from sale of property, plant and equipment		1,448			5,333
Proceeds from term deposits		9,063,340			6,883,986
Investments in term deposits		(7,663,164	)		(8,629,936	)
Purchase of short term investments		(33,200	)		(153,450	)
Interest income		364,706			340,038
Net cash generated from/ (used in) investing activities	$	412,270		$	(2,547,722	)

(C) CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of shares from ex-director and cancelled	$	(38,190	)	$	-
Net proceeds from short term debt		4,467,758			8,706,169
Proceeds from long term debt		18,150			32,442
Repayment of long term debt		(716,850	)		(952,320	)
Interest paid		(12,750,565	)		(9,927,782	)
Net cash used in financing activities	$	(9,019,697	)	$	(2,141,491	)

(D) Effect of change in exchange rate on cash and cash equivalents		(801,820	)		(3,845,371	)
Net increase/ (decrease) in cash and cash equivalents (A+B+C+D)	$	(11,928,612	)	$	11,799,967
Cash and cash equivalents at the beginning of the period		37,606,098			33,270,338
Cash and cash equivalents at the end of the period	$	25,677,486		$	45,070,305

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

Amira Nature Foods Ltd

Notes to condensed interim consolidated financial statements

Background and nature of operations

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

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

Basis of preparation

These condensed interim consolidated financial statements are prepared in compliance with International Accounting Standard (IAS) 34, “Interim financial reporting” as issued by International Accounting Standards Board (IASB). These condensed interim consolidated financial statements should be read in conjunction with the Amira Group’s annual consolidated financial statements and related notes included in the Company’s annual report on Form 20-F for the fiscal year ended March 31, 2014.

The accounting policies applied are consistent with the policies that were applied for the preparation of the consolidated financial statements for the year ended March 31, 2014.

Fair value hierarchy

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:

			Fair value measurements at reporting date using
September 30, 2014 (Unaudited)	Total		Level 1		Level 2

Assets
Available for sale financial assets
Mutual funds in units	$	428,221	$	428,221	$	-
Listed securities		75,328		75,328		-
Liabilities
Derivative liabilities
Forward contracts	$	103,261	$	-	$	103,261

			Fair value measurements at reporting date using
March 31, 2014 (Audited)	Total		Level 1		Level 2

Assets
Derivative assets
Forward contracts	$	2,352,886	$	-	$	2,352,886
Available for sale financial assets
Mutual funds in units		393,763		393,763		-
Listed securities	$	58,672	$	58,672	$	-

Related party transactions

Mr. Karan A. Chanana is the principal shareholder of ANFI and as of September 30, 2014 he held 75.3% (including 7,005,434 ordinary shares issuable pursuant to the Exchange Agreement and 721,535 share options granted and vested pursuant to the 2012 Omnibus Securities and Incentive Plan) effective economic interest in ANFI.

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

4.1

Transactions with KMP

	Six months ended				Three months ended
Transactions during the period	September 30, 2014 (Unaudited)		September 30, 2013 (Unaudited)		September 30, 2014 (Unaudited)		September 30, 2013 (Unaudited)
Short term employee benefits	$	802,266	$	625,280	$	443,750	$	332,334
Share-based compensation - expense recognized on share options granted		187,222		154,822		127,500		69,011
Defined benefit plan – Gratuity		862		885		428		418
Rent expense		2,092		2,148		1,040		1,014
Loan repaid		-		4,432		-		-
Interest expense		63,817		60,231		31,629		28,216

Outstanding Balances	September 30, 2014 (Unaudited)		March 31, 2014 (Audited)
Salary and bonus payable	$	375,941	$	510,600
Loan payable		1,185,756		1,170,492
Rent payable		2,054		4,208

All of the above payables are short term and carry no collateral. Loan payable as at September 30, 2014 and March 31, 2014 carry an interest rate of 11% per annum, compounded on daily basis.

4.2

Guarantee given by KMP

Mr. Karan A. Chanana (Chairman and Chief Executive Officer of ANFI) and Ms. Anita Daing (a director of APFPL) have issued personal guarantees in favor of consortium of banks that granted APFPL its outstanding secured revolving credit facilities. Under these personal guarantees Mr. Karan A. Chanana and Ms. Anita Daing have guaranteed the repayment of secured revolving credit facilities up to a limit of $215,965,748 and $197,301,128 as at September 30, 2014 and March 31, 2014, respectively. ANFI has indemnified its directors and officers, including Mr. Karan A. Chanana and Ms. Anita Daing as permitted by ANFI’s amended and restated memorandum and articles of association and pursuant to indemnification agreements entered into with such directors and officers. Such indemnification will include indemnification for the personal guarantees provided by Mr. Karan A. Chanana and Ms. Anita Daing as described above.

4.3

Transactions with enterprises over which KMP are able to exercise control/significant influence

	Six months ended				Three months ended
Transactions during the period	September 30, 2014 (Unaudited)		September 30, 2013 (Unaudited)		September 30, 2014 (Unaudited)		September 30, 2013 (Unaudited)
Advance made	$	272,220	$	-	$	272,220	$	-

Outstanding balances	September 30, 2014 (Unaudited)		March 31, 2014 (Audited)
Trade payable	$	50	$	51
Advances receivable		424,050		152,576

Equity

Shares issued and authorized are summarized as follows:

Shares issued and fully paid:	No. of Shares
Balance as at April 1, 2012		19,660,000
Shares issued during the year ended March 31, 2013		9,000,000
Shares issued under share-based compensation plan during the year ended March 31, 2013 and 2014		14,997
Total Shares issued and fully paid as at March 31, 2014		28,674,997
Shares issued under the share-based compensation plan during the six months ended September 30, 2014		4,224
Repurchase of shares issued under the share-based compensation plan and cancelled, from one of the ex-directors		(3,819	)
Total shares issued and fully paid as at September 30, 2014 (A)		28,675,402
Shares issuable pursuant to exchange agreement^* (B)		7,005,434
Total (C) = (A) + (B)		35,680,836

Shares authorized for share-based compensation (Net of 15,402 shares already issued to directors till September 30, 2014)		3,947,424
*Represents ordinary shares issuable to NCI shareholders in APFPL pursuant to an exchange agreement.

Earnings per Share

Earnings per share has been calculated using outstanding shares of ANFI which are reflected in the table below.

	Six months ended						Three months ended
	September 30, 2014 (Unaudited)			September 30, 2013 (Unaudited)			September 30, 2014 (Unaudited)			September 30, 2013 (Unaudited)
Profit attributable to Shareholders of the Company (A)	$	15,577,093		$	10,904,385		$	8,272,706		$	5,023,637
Weighted average number of shares:
- For calculation of basic earnings per share (B)		28,675,801	^*		28,662,458	^#		28,675,402	^*		28,662,913	^#
- Dilutive impact of stock options as converted in equivalent number of shares (C)		245,346			-			249,370			-
For diluted earnings per share (D) = (B) + (C)		28,921,147			28,662,458			28,924,772			28,662,913
Basic earnings per share (A) ÷ (B)	$	0.54		$	0.38		$	0.29		$	0.18
Diluted earnings per share (A) ÷ (D)	$	0.54		$	0.38		$	0.29		$	0.18

The Company has granted an option to NCI shareholders in APFPL to exchange shares in ANFI at a pre- determined share swap ratio. The swap ratio is reflective of fair values of the shares and therefore, the option is not considered as dilutive.

^*The dilutive impact of total share options of 721,535 granted to Mr. Karan A. Chanana through the three and six months ended September 2014, is immaterial and hence there is no impact on the presented basic and diluted earnings per share in the table above.

^#The effect of 360,257 share options granted to Mr. Karan A. Chanana through the three and six months ended September 2013 was anti-dilutive and this has not been considered in the computation of the diluted earnings per share.

Inventories

Inventories comprise the following:

	September 30, 2014 (Unaudited)		March 31, 2014 (Audited)
Raw materials	$	9,450,226	$	62,914,367
Finished goods		239,674,225		190,561,778
Stores, spares and others		2,198,447		1,476,404
Total	$	251,322,898	$	254,952,549

The cost of inventories expensed during the three and six months ended September 30, 2014 was $110,311,599 and $218,559,659 (September 30, 2013: $81,953,492 and $169,456,903).

No inventory write downs or reversals are recognized for the three and six months ended September 30, 2014 and 2013.

Prepayments

Prepayments include $ 9,022,311 as of September 30, 2014 (March 31, 2014: $7,745,972) in respect of advances made to suppliers, for purchase of inventory.

Current liabilities – Debt

	September 30, 2014 (Unaudited)		March 31, 2014 (Audited)
Working capital debt	$	179,391,114	$	179,085,080
Loan from Mr. Karan A. Chanana		1,185,756		1,170,492
	$	180,576,870	$	180,255,572
Add: Current portion of long term debt		1,601,214		1,847,775
Total	$	182,178,084	$	182,103,347

Working capital debt represents credit limits from banks with renewal period not exceeding one year. The Amira Group's property, plant and equipment, trade receivables and inventories with a carrying value of $22,269,430 (March 31, 2014: $23,104,444), $8,786,808 (March 31, 2014: $19,668,385), and $233,411,933 (March 31, 2014: $249,894,991), respectively have been pledged as collateral to secure repayment of these debts. This working capital debt carries floating rates of interest.

Loan from Mr. Karan A. Chanana comprises debt taken from a director of the Company that is payable on demand and carries a fixed rate of interest of 11% per annum, compounded daily.

The annualized weighted average interest rates (including corresponding bank processing charges and fees) for each of the reporting periods for working capital debt and debt from related party are as follows:

	September 30, 2014 (Unaudited)			March 31, 2014 (Audited)
Working capital debt		12.89	%		11.84	%
Debt from a related party		11.60	%		11.60	%

10.

Events after the reporting period

There have been no material events other than disclosed in the financial statement after reporting date which would require disclosure or adjustments to the condensed interim consolidated financial statements as of and for the three and six months ended September 30, 2014.

11.

Authorization of financial statements

These condensed interim consolidated financial statements for the three and six months ended September 30, 2014 and 2013 were approved and authorized for issue by the Board of Directors on November 24, 2014.

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

You should read the following discussion in conjunction with our consolidated financial statements and the related notes included elsewhere in this Report. We urge you to carefully review and consider the various disclosures made by us in this Report and in our other SEC filings, including our Annual Report on Form 20-F for the year ended March 31, 2014. Some of the statements in the following discussion are forward-looking statements. See “Forward-Looking Statements.”

Overview

We are a leading global provider of branded packaged Indian specialty rice and other related rice based products, with sales in over 60 countries. We generate the majority of our revenue through the sale of Basmati rice, a premium long-grain variety of rice grown only in certain regions of the Indian sub-continent, under our flagship Amira brand, as well as under other third party brands. We have developed a complete line of Amira branded products to complement our packaged rice offerings, including snacks, ready-to-heat meals and a growing line of organic product offerings. We also sell other products such as wheat, barley, legumes and other produce. Our fourth generation leadership has built on a rich, century-old legacy and transformed Amira from a local family-run business to a publicly-listed globally focused packaged food company with a leadership position in the high growth Basmati rice sector.

We sell our products globally in both developed and emerging markets through a broad distribution network. Our Amira branded products are currently sold in more than 40 countries by global retailers such as Bharti, Big Bazaar, Carrefour, Costco, easyday, Jetro Restaurant Depot, Lulu’s, Metro Cash & Carry, Morrison’s, Panda, Smart & Final, Spencer’s and Tesco. In emerging markets, our products are sold by global retailers and regional supermarkets (“the modern trade”), as well as a network of small, privately-owned independent stores, which are also known as general trade or traditional retail. We had established 9 company-managed distribution centers through the quarter ended September 30, 2014. We target having company-managed distribution centers in 6 additional major cities in India by the end of the fiscal 2015, which we expect will result in greater market penetration and higher margins. We maintain a strong distribution platform into the restaurant channel and have a longstanding network of third party branded partners who sell our products in 40 countries throughout the rest of the world.

We have successfully expanded the Amira brand into more than 40 countries and are investing resources to further establish our brand as a premium, high quality packaged Basmati brand. We have tailored our strategy to local market requirements and continuously focus on strengthening our brand and developing new value-added products. Since 2010, Amira 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 2011 and 2013, Planman Marcom recognized the Amira brand 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 2013, Amira was voted as one of “Asia’s Most Promising Brand” by the WCRC group. Additionally, Inc. India, a leading Indian business magazine, has recognized Amira as one of India’s fastest growing mid-sized companies in every year since 2010. The Amira brand remains the foundation of our expansion strategy and it continues to gain traction with customers as a trusted standard of premium quality. In 2013, Bharti Wal-Mart named Amira its Indian Best Partner in the “Staples” category.

We are vertically integrated and participate across the entire rice supply chain beginning with the procurement of paddy to its storage, aging, processing into rice, packaging, distribution and marketing. We have multigenerational relationships with more than 200,000 local Indian paddy farmers and a large network of procurement agents which allow us to consistently source high-quality paddy. Over the past several years, we have implemented an organic sourcing initiative and currently have relationships with more than 5,000 farmers practicing organic farming in India. 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 approximately 310,000 square feet, with a processing capacity of approximately 24 metric tons of paddy per hour. We have secured 48.2 acres in nearby Haryana, India and have begun construction of our new processing plant which we expect to increase our production capacity to more than 60 metric tons per hour. Additionally, we have relationships with several independent rice millers throughout India which supplement our production capacity to fully meet our growing product needs. We believe our flexible, vertically integrated model provides us with significant advantages in ensuring stability of supply and maintaining quality control throughout the processing cycle.

The global rice market represented approximately $276 billion in value, according to statistics from the Food and Agricultural Organization of the United Nations, based on benchmark rice export prices for the international rice trade. The Indian rice industry was valued at approximately $50 billion in wholesale prices in fiscal 2013, within which the Indian Basmati rice segment is large and growing and was valued at approximately $4.2 billion, according to the CRISIL Research Report on the Indian Rice Industry. The Basmati rice segment has benefited from increased consumption trends both within India and internationally. According to CRISIL research, volume sales in India increased at a 15% CAGR between 2008 and 2013 while international volume sales increased at a 24% CAGR during the same time period. International sales of Indian Basmati rice have also benefited from favorable pricing trends and value sales have grown at a 30% CAGR between 2008 and 2013. We believe that global demand for Basmati and other specialty rice will continue to outpace the growth of the overall rice industry.

As of September 30, 2014 and 2013, we had 477 and 439 full time employees, respectively. As of September 30, 2014, we had 76 employees working in our finance, accounting & legal department, 247 working in sales, marketing & distribution, 44 working in HR, IT & administration, and 110 working in operations and processing facility. 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.

Corporate Structure

For information regarding Corporate Structure, see Item 4. INFORMATION ON THE COMPANY – “Corporate Structure” contained in the Company’s annual report on Form 20-F for the year ended March 31, 2014. There is no significant change in the corporate structure after March 31, 2014.

Results of Operations

Our results of operations for the three and six months ended September 30, 2014 and 2013, respectively, were as follows:

	Six months ended						Three months ended
	September 30, 2014 (Unaudited)			September 30, 2013 (Unaudited)			September 30, 2014 (Unaudited)			September 30, 2013 (Unaudited)
Revenue	$	280,200,545		$	218,296,338		$	141,387,573		$	108,011,250
Other income		74,659			95,063			24,200			57,187
Cost of material		(267,672,107	)		(181,941,294	)		(123,435,208	)		(92,069,372	)
Change in inventory of finished goods		49,112,448			12,484,391			13,123,609			10,115,880
Employee benefit expenses		(5,419,006	)		(4,252,315	)		(2,860,498	)		(2,107,397	)
Depreciation and amortization		(1,202,179	)		(951,200	)		(582,127	)		(462,317	)
Freight, forwarding and handling expenses		(9,416,138	)		(9,861,688	)		(4,540,401	)		(3,320,673	)
Other expenses		(11,566,530	)		(6,457,078	)		(6,122,934	)		(3,035,481	)
	$	34,111,692		$	27,412,217		$	16,994,214		$	17,189,077
Finance costs		(15,137,450	)		(10,579,446	)		(8,105,864	)		(5,415,924	)
Finance income		1,083,361			1,563,146			447,315			778,169
Other gains and (losses)		3,291,671			190,828			2,029,103			(3,567,810	)
Profit before tax for the period	$	23,349,274		$	18,586,745		$	11,364,768		$	8,983,512
Income tax expense		(3,702,122	)		(4,960,365	)		(926,432	)		(2,703,828	)

Profit after tax for the period	$	19,647,152		$	13,626,380		$	10,438,336		$	6,279,684
Profit after tax attributable to:
Shareholders of the Company	$	15,577,093		$	10,904,385		$	8,272,706		$	5,023,637
Non-controlling interest	$	4,070,059		$	2,721,995		$	2,165,630		$	1,256,047

Earnings per share⁽¹⁾
Basic earnings per share	$	0.54		$	0.38		$	0.29		$	0.18
Diluted earnings per share	$	0.54		$	0.38		$	0.29		$	0.18

⁽¹⁾

Basic earnings per share is calculated by dividing our profit after tax as reduced by the amount of a non-controlling interest reflecting the remaining 19.6% of Amira India that is not owned by us, by the number of our weighted average outstanding ordinary shares, during the applicable period. Diluted earnings per share is calculated by dividing our profit after tax as reduced by the amount of a non-controlling interest reflecting the remaining 19.6% of Amira India that is not owned by us, by the number of our weighted average outstanding ordinary shares adjusted by the dilutive impact of equivalent stock options granted. For three and six months ended September 30, 2014, the dilutive impact of total share options of 721,535 granted to Mr. Karan A. Chanana through September 30, 2014, is immaterial and hence there is no impact on the presented basic and diluted earnings per share in the table above. For three and six months ended September 30, 2013, the effect of 360,257 share options granted to Mr. Karan A. Chanana through September 30, 2013 was anti-dilutive and as per IAS 33 “Earnings per share” this has not been considered in the computation of the diluted earnings per share.

Comparison of the six months ended September 30, 2014 and 2013

For the six months ended September 30, 2014, we had revenues of $280.2 million, adjusted EBITDA of $38.8 million, and adjusted profit after tax of $19.8 million. Our revenue increased by $61.9 million or 28.4% for the six months ended September 30, 2014 to $280.2 million from $218.3 million for the prior year’s six month period. Our adjusted EBITDA increased by $10.1 million or 35.1% to $38.8 million for the six months ended September 30, 2014 from $28.7 million for the prior year’s six month period. Our adjusted profit after tax increased by $6.0 million or 43.9% to $19.8 million for the six months ended September 30, 2014 from $13.8 million for the prior year’s six month period.

Revenue

Revenue increased by $61.9 million, or 28.4%, to $280.2 million in the six months ended September 30, 2014 from $218.3 million in the six months ended September 30, 2013. The revenue increase was primarily due to increased sales volume, price and mix of Basmati rice in India and internationally.

During the six months ended September 30, 2014, sales of our Amira branded and third party branded products increased by $94.4 million or 51.5% to $277.6 million from $183.2 million in the prior year’s six month period. Our Amira branded and third party branded sales contributed to 99.1% of our total sales for the period, up from 83.9% in the prior year’s six month period. During the six months ended September 30, 2014 our institutional sales were $2.6 million or 0.9% of our total sales for the period. During the six months ended September 30, 2013, our institutional sales were $35.1 million or 16.1% of our total sales for the period.

During the six months ended September 30, 2014, our revenue from international sales increased by $36.1 million or 27.2% to $169.0 million from $132.9 million in the prior year’s six month period, while our revenue from Indian sales increased by $25.8 million or 30.2% to $111.2 million from $85.4 million in the prior year’s six month period. Revenue growth in India was negatively impacted by the depreciation of the Indian rupee against the U.S. dollar during the six months ended September 30, 2014 as compared to September 30, 2013. Our sales in India grew by approximately 33.9% during the six months ended September 30, 2014 as compared to September 30, 2013, when measured in Indian rupees. During the six months ended September 30, 2014, our revenue from international sales contributed 60.3% of total sales, while revenue from Indian sales contributed 39.7% of total sales. During the six month period ended September 30, 2013, our revenue from international sales contributed 60.9% of total sales, while revenue from Indian sales contributed 39.1% of total sales.

Other income

Other income was $74,659 in the six months ended September 30, 2014 compared to $95,063 in the six months ended September 30, 2013.

Cost of material, including change in inventory of finished goods

Cost of material including change in inventory of finished goods increased by $49.1 million, or 29.0%, to $218.6 million in the six months ended September 30, 2014 from $169.5 million in the six months ended September 30, 2013, primarily reflecting the growth in our revenue. As a percentage of revenue, cost of material including change in inventory of finished goods increased to 78.0% in the six months ended September 30, 2014 as compared to 77.6% in the six months ended September 30, 2013. Our cost of material including change in inventory of finished goods as a percentage of revenue, was negatively impacted due to exchange fluctuation on revenue which has been offset by a foreign exchange gain/ (loss) based on our hedging policy. Accordingly, our cost of material including change in finished goods as a % of revenue plus foreign exchange gain/ (loss) (due to hedging of foreign exchange risk) decreased to 77.3% as compared to 78.4% in same period last year.

Employee benefit expenses

Employee benefit expenses increased by $1.1 million, or 27.4%, to $5.4 million in the six months ended September 30, 2014 from $4.3 million in the six months ended September 30, 2013. As a percentage of revenue, employee benefit expenses were 1.9% and 1.9% in each of the six months ended September 30, 2014 and 2013, respectively.

Depreciation and amortization

Depreciation and amortization expense increased to $1.2 million in the six months ended September 30, 2014 as compared to $1.0 million in the six months ended September 30, 2013. As a percentage of revenue, depreciation and amortization costs were 0.4% and 0.4% in the six months ended September 30, 2014 and 2013, respectively.

Freight, forwarding and handling expenses

Freight, forwarding and handling expenses decreased by $0.5 million, or 4.5% to $9.4 million in the six months ended September 30, 2014 from $9.9 million in the six months ended September 30, 2013, primarily due to more shipments involving free on board (FOB) terms during the six months ended September 30, 2014, as compared to last year same period when we had higher incident of sales involving payment of shipping, insurance and freight costs. As a percentage of revenue, freight, forwarding and handling expenses were 3.4% and 4.5% in the six months ended September 30, 2014 and 2013, respectively.

Other expenses

Other expenses increased by $5.1 million, or 79.1% to $11.6 million in the six months ended September 30, 2014 from $6.5 million in the six months ended September 30, 2013. As a percentage of revenue, other expenses were 4.1% in the six months ended September 30, 2014 as compared to 3.0% in the six months ended September 30, 2013. The increase was primarily due to an increase in legal & professional, advertising & business promotion expenses and travel & conveyance which are in line with our business growth.

Finance costs

Finance costs were $15.1 million in the six months ended September 30, 2014, as compared to $10.6 million in the six months ended September 30, 2013. Finance costs increased by $4.5 million as a result of an increase in our debt, which was $184.2 million at the end of September 30, 2014 compared to $148.8 million at the end of September 30, 2013. The increase in debt during the period is consistent with the working capital requirements of our publicly stated growth forecasts.

Finance income

Finance income has marginally decreased to $1.1 million in the six months ended September 30, 2014 compared to $1.6 million in the six months ended September 30, 2013.

Other gains and (losses)

Other gains and (losses) increased by $3.1 million, to $3.3 million in the six months ended September 30, 2014 from $0.2 million in the six months ended September 30, 2013. This is primarily due to foreign exchange gain for hedging revenue.

Profit before tax

Profit before tax increased by $4.7 million, or 25.6% to $23.3 million in the six months ended September 30, 2014 from $18.6 million in the six months ended September 30, 2013. This increase was primarily due to an increase in revenue from both our Indian and international markets. Our key strategy of focusing on emerging growth markets supported this growth in profits. Profit before tax as a percentage of revenue was 8.3% and 8.5% in the six months ended September 30, 2014 and six months ended September 30, 2013, respectively.

Income tax expense

Corporate tax expense was $3.7 million and our effective tax rate was 15.9% in the six months ended September 30, 2014. This compares favorably to our six months ended September 30, 2013 corporate tax expense of $5.0 million and effective tax rate of 26.7%. The reduction in effective tax rate was primarily due to relatively higher contribution of revenue and corresponding profit from lower tax jurisdictions in six months ended September 2014.

Profit after tax

Profit after tax increased by $6.0 million, or 44.2%, to $19.6 million in the six months ended September 30, 2014 from $13.6 million in the six months ended September 30, 2013, primarily due to increase in our revenue. Profit after tax as a percentage of revenue was 7.0% and 6.2% in the six months ended September 30, 2014 and six months ended September 30, 2013, respectively.

Comparison of the three months ended September 30, 2014 and 2013

For the quarter ended September 30, 2014, we had revenues of $141.4 million, adjusted EBITDA of $19.7 million, and adjusted profit after tax of $10.6 million. Our revenue increased by $33.4 million or 30.9% to $141.4 million in the quarter ended September 30, 2014 from $108.0 million in the prior year’s period. Our adjusted EBITDA increased by $5.5 million or 39.4% to $19.7 million in the quarter ended September 30, 2014 from $14.2 million in the prior year’s period. Our adjusted profit after tax increased by $4.3 million, or 66.4% to $10.6 million from $6.3 million in the prior year’s period.

Revenue

Revenue increased by $33.4 million, or 30.9%, to $141.4 million in the three months ended September 30, 2014 from $108.0 million in the three months ended September 30, 2013. The revenue increase was primarily due to increased sales volume, price and mix of Basmati rice in India and internationally.

During the three months ended September 30, 2014, sales of our Amira branded and third party branded products increased by $63.4 million or 82.0% to $140.7 million from $77.3 million in the prior year’s three month period. Our Amira branded and third party branded sales contributed to 99.5% of our total sales for the period, up from 71.6% in the prior year’s three month period. During the three months ended September 30, 2014 our institutional sales were $0.7 million or 0.5% of our total sales for the period. During the three months ended September 30, 2013, our institutional sales were $30.7 million or 28.4% of our total sales for the period.

During the three months ended September 30, 2014, our revenue from international sales increased by $17.3 million or 25.1% to $86.1 million from $68.8 million in the prior year’s three month period, while our revenue from Indian sales increased by $16.1 million or 41.2% to $55.3 million from $39.2 million in the prior year’s three month period. During the three months ended September 30, 2014, our revenue from international sales contributed 60.9% of total sales, while revenue from Indian sales contributed 39.1% of total sales. During the three month period ended September 30, 2013, our revenue from international sales contributed 63.7% of total sales, while revenue from Indian sales contributed 36.3% of total sales.

Other income

Other income was $24,200 in the three months ended September 30, 2014 compared to $57,187 in the three months ended September 30, 2013.

Cost of material, including change in inventory of finished goods

Cost of material including change in inventory of finished goods increased by $28.3 million, or 34.6%, to $110.3 million in the three months ended September 30, 2014 from $82.0 million in the three months ended September 30, 2013, primarily reflecting the growth in our revenue. As a percentage of revenue, cost of material including change in inventory of finished goods increased to 78.0% in the three months ended September 30, 2014 as compared to 75.9% in the three months ended September 30, 2013. Our cost of material including change in inventory of finished goods as a percentage of revenue, was negatively impacted due to exchange fluctuation on revenue which has been offset by a foreign exchange gain/ (loss) based on our hedging policy. Accordingly, our cost of material including change in finished goods as a % of Revenue plus foreign exchange gain/ (loss) (due to hedging of foreign exchange risk) decreased to 77.3% as compared to 77.8% in same period last year.

Employee benefit expenses

Employee benefit expenses increased by $0.8 million, or 35.7%, to $2.9 million in the three months ended September 30, 2014 from $2.1 million in the three months ended September 30, 2013. As a percentage of revenue, employee benefit expenses were 2.0% and 2.0% in each of the three months ended September 30, 2014 and 2013, respectively.

Depreciation and amortization

Depreciation and amortization expense increased to $0.6 million in the three months ended September 30, 2014 as compared to $0.5 million in the three months ended September 30, 2013. As a percentage of revenue, depreciation and amortization costs were 0.4% and 0.4% in the three months ended September 30, 2014 and 2013, respectively.

Freight, forwarding and handling expenses

Freight, forwarding and handling expenses increased by $1.2 million, or 36.7% to $4.5 million in the three months ended September 30, 2014 from $3.3 million in the three months ended September 30, 2013, primarily due to increase in sales. As a percentage of revenue, freight, forwarding and handling expenses were 3.2% and 3.1% in the three months ended September 30, 2014 and 2013, respectively.

Other expenses

Other expenses increased by $3.1 million, or 101.7% to $6.1 million in the three months ended September 30, 2014 from $3.0 million in the three months ended September 30, 2013. As a percentage of revenue, other expenses were 4.3% in the three months ended September 30, 2014 as compared to 2.8% in the three months ended September 30, 2013. The increase was primarily due to an increase in legal & professional, advertising & business promotion expenses and travel & conveyance which are in line with our business growth.

Finance costs

Finance costs were $8.1 million in the three months ended September 30, 2014, as compared to $5.4 million in the three months ended September 30, 2013. Finance costs increased by $2.7 million as a result of an increase in our debt, which was $184.2 million at the end of September 30, 2014 compared to $148.8 million at the end of September 30, 2013. The increase in debt during the period is consistent with the working capital requirements of our publicly stated growth forecasts.

Finance income

Finance income has marginally decreased to $0.4 million in the three months ended September 30, 2014 compared to $0.8 million in the three months ended September 30, 2013.

Other gains and (losses)

Other gains and (losses) increased by $5.6 million, to a gain of $2.0 million in the three months ended September 30, 2014 from a loss of $3.6 million in the three months ended September 30, 2013. This is primarily due to foreign exchange gain for hedging revenue.

Profit before tax

Profit before tax increased by $2.4 million, or 26.5% to $11.4 million in the three months ended September 30, 2014 from $9.0 million in the three months ended September 30, 2013. This increase was primarily due to an increase in revenue from both our Indian and international markets. Our key strategy of focusing on emerging growth markets supported this growth in profits. Profit before tax as a percentage of revenue was 8.0% and 8.3% in the three months ended September 30, 2014 and three months ended September 30, 2013, respectively.

Income tax expense

Corporate tax expense was $0.9 million and our effective tax rate was 8.2% in the three months ended September 30, 2014. This compares favorably to our three months ended September 30, 2013 corporate tax expense of $2.7 million and effective tax rate of 30.1%. The reduction in effective tax rate was primarily due to relatively higher contribution of revenue and corresponding profit from lower tax jurisdictions in three months ended September 2014.

Profit after tax

Profit after tax increased by $4.1 million, or 66.2%, to $10.4 million in the three months ended September 30, 2014 from $6.3 million in the three months ended September 30, 2013, primarily due to increase in our revenue. Profit after tax as a percentage of revenue was 7.4% and 5.8% in the three months ended September 30, 2014 and three months ended September 30, 2013, respectively.

Liquidity and Capital Resources

As of September 30, 2014, we had debt and liabilities in the following amounts:

secured revolving credit facilities, aggregating $147.2 million;

other facilities, aggregating $32.2 million;

related party debt, aggregating $1.2 million;

term loan facilities (including current portion of long term debt amounting to $1.5 million), aggregating $3.4 million;

vehicle loans (including current portion of vehicle loan amounting to $0.1 million), aggregating $0.2 million; and

trade payables, aggregating $11.9 million.

Debt incurred under our secured revolving credit facilities bears interest at variable rates of interest, determined by reference to the relevant benchmark rate. Most of our debt is denominated in Rupees.

As of September 30, 2014, the Amira Group had the following undrawn financing facilities which remained available for drawdown under existing financing arrangements:

	September 30, 2014 (Unaudited)
Working capital - fund based	$	6,222,698
Letter of credit and bank guarantee - non fund based		22,392,580
Total	$	28,615,278

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

	Interest	Six months ended September 30, 2014 (Unaudited)	Year ended March 31, 2014 (Audited)
Working capital debt:
Secured revolving credit facilities	Floating Rates of Interest	13.4%	11.7%
Other facilities	Floating Rates of Interest	11.5%	12.2%
Others:
Related party debt	Fixed Rate of Interest	11.6%	11.6%
Term loans	Floating Rate of Interest	12.5%	12.5%
Vehicle loan	Fixed Rate of Interest	10.4%	9.2%
Trade payables*	Fixed Rate of Interest	21.0%	21.0%

^*The Amira Group has paid interest to certain suppliers for the payments made beyond the normal credit period as required under “Association of aartiyas (agents)”.

Our outstanding secured revolving credit facilities and term loans have been secured by, among other things, certain current and fixed assets of Amira India, including property, plant and equipment, and supported by personal guarantees issued by Mr. Karan A. Chanana (our Chairman and Chief Executive Officer) and Ms. Anita Daing (a 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 12 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 $212.6 million, along with any applicable interest and other charges due to the consortium. In the event that Amira India defaults in its payment obligations, Canara Bank has the right to demand such payment from Mr. Chanana and/or Ms. Daing, who are obligated under the terms of the personal guarantees to make such payment.

Additionally, personal guarantees containing similar terms have been issued by Mr. Chanana and Ms. Daing in favor of Bank of Baroda and ICICI Bank for amounts not exceeding $0.6 million and $2.8 million, respectively, guarantying repayment of the term loan facilities availed by Amira India from these banks.

ANFI has indemnified its directors and officers, including Mr. Karan A. Chanana, in accordance with its amended and restated memorandum and articles of association and indemnification agreements entered into with such directors and officers. Such indemnification includes indemnification for Mr. Chanana’s and Ms. Daing’s personal guarantees described above.

Under the terms of some of Amira India’s current secured revolving credit facilities (representing less than 10% of our total debt outstanding as of September 30, 2014), we need the consent of lenders under our current secured revolving credit facilities to declare dividends for any year except (i) out of profits relating to that year after meeting all the financial commitments to the bank(s) and making all other due and necessary provisions and (ii) that no default had occurred in any repayment obligations during the year. Additionally, such financing arrangements contain limitations on Amira India’s ability to:

incur additional indebtedness,

effect a change in Amira India’s capital structure,

formulate any merger or other similar reorganization such as a scheme of amalgamation,

implement a scheme of expansion, diversification, modernization,

make investments by way of shares/debentures or lend or advance funds to or place deposits with any other company, except in the normal course of business,

create any charge, lien or encumbrance over its assets or any part thereof in favor of any financial institution, bank, company or persons, and

make certain changes in management or ownership.

In the six months ended September 30, 2014 and 2013, we spent $1.3 million and $0.8 million, respectively, on capital expenditures.

Historically, our cash requirements have mainly been for working capital as well as capital expenditures. As of September 30, 2014, our primary sources of liquidity, aside from our secured revolving credit facilities, were $ 25.7 million of cash and cash equivalents and $0.5 million of short term investments, deposits which are available on demand.

We believe that our current cash and cash equivalents, cash flow from operations, debt incurred under our secured revolving credit facilities and other short and long-term loans will be sufficient to meet our anticipated regular working capital requirements and our needs for capital expenditures for at least the next 12 months. We may, however, require additional cash resources to fund the development of our new processing facility or to respond to changing business conditions or other future developments, including any new investments or acquisitions we may decide to pursue.

Since we are currently a holding company, we do not generate cash from operations in order to fund our expenses. Restrictions on the ability of our subsidiaries to pay us cash dividends may make it impracticable for us to use such dividends as a means of funding the expenses of ANFI. However, in the event that ANFI requires additional cash resources, we may conduct certain international operations or transactions through ANFI using transfer pricing principles that involve Amira India or its trading affiliates, or seek third-party sources of financing in the form of debt or equity.

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

	Six months ended
	September 30, 2014 (Unaudited)			September 30, 2013 (Unaudited)
Net cash generated from/ (used in) operating activities	$	(2.5	)	$	20.3
Net cash generated from/ (used in) investing activities		0.4			(2.6	)
Net cash used in financing activities		(9.0	)		(2.1	)
Effect of change in exchange rate on cash and cash equivalents		(0.8	)		(3.8	)
Net increase/ (decrease) in cash and cash equivalents	$	(11.9	)	$	11.8
Cash and cash equivalents at the beginning of the period		37.6			33.3
Cash and cash equivalents at the end of the period	$	25.7		$	45.1

Net cash generated from/ (used in) operating activities

In six months ended September 30, 2014, net cash used in operating activities was $2.5 million in comparison to cash generated of $20.3 million in the six months ended September 30, 2013. During the six months ended September 30, 2014, our inventory decreased by $3.6 million, trade receivables increased by $5.6 million, and trade payables decreased by $29.3 million.

Generally, factors that affect our earnings include, among others, sales price and volume, costs and productivity, which similarly also affect our cash flows from or (used in) operations. While management of working capital, including timing of collections and payments, affects operating results only indirectly, its impact on working capital and cash flows provided by operating activities can be significant.

Net cash generated from/ (used in) investing activities

In six months ended September 30, 2014, net cash generated from investing activities was $0.4 million in comparison to cash used of $2.6 million in the six months ended September 30, 2013.

Net cash used in financing activities

In the six months ended September 30, 2014, we incurred $4.5 million of additional short term debt and repaid $0.7 million of long term debt along with interest of $12.8 million on total debt which resulted in net outflow of $9.0 million.

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 September 30, 2014, we had no off-balance sheet arrangements, other than items disclosed under Note 4.2 “Guarantees given by KMP” to the unaudited condensed interim consolidated financial statements.

Critical Accounting Policies and Estimates

For information regarding Critical Accounting Policies and Estimates, see Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS – “Critical Accounting Policies and Estimates” contained in the Company’s annual report on Form 20-F for the year ended March 31, 2014. There have been no material changes since March 31, 2014 to the critical accounting policies and estimates.

New standards/amendments relevant for the Amira Group adopted from April 1, 2014 and new standards/amendments issued but not yet effective relevant for the Amira Group

There is no material impact due to adoption of new standards/amendments relevant for the Amira Group from April 1, 2014. The accounting pronouncements which were not effective as of September 30, 2014 and have not been applied in preparing these condensed interim consolidated financial statements.

Non-IFRS Financial Measures

In evaluating our business, we consider and use the non-IFRS measures EBITDA, adjusted EBITDA, adjusted profit after tax, adjusted earnings per share, adjusted net working capital and net debt as supplemental measures to review and assess our operating performance. The presentation of these non-IFRS financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with IFRS. We define: (1) EBITDA as profit after tax plus finance costs (net of finance income), income tax expense and depreciation and amortization; (2) adjusted EBITDA, as EBITDA plus non-cash expense for share-based compensation for three and six months ended September 30, 2014 and 2013, respectively (3) adjusted profit after tax, as profit after tax plus non-cash expense for share-based compensation for three and six months ended September 30, 2014 and 2013, respectively; (4) adjusted earnings per share as the quotient of: (a) adjusted profit after tax and (b) the sum of our weighted average number of shares (including dilutive impact of share options granted) for the applicable period and the ordinary shares subject to the exchange agreement between us and the non-controlling shareholders of Amira India; (5) adjusted net working capital as total current assets minus: (a) total current liabilities (b) cash and cash equivalents and plus current debt; and (6) net debt as total current and non-current debt minus cash and cash equivalents.

We use both EBITDA and adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis, as a measure for planning and forecasting overall expectations, for evaluating actual results against such expectations and as a performance evaluation metric, including as part of assessing and administering our executive and employee incentive compensation programs. We believe that the use of both EBITDA and adjusted EBITDA as non-IFRS measures facilitates investors’ assessment of our operating performance from period to period and from company to company by backing out potential differences caused by variations in items such as capital structure (affecting relative finance or interest expenses), non-recurring IPO-related expenses, the book amortization of intangibles (affecting relative amortization expenses), the age and book value of property and equipment (affecting relative depreciation expenses) and other non-cash expenses. We also present these non-IFRS measures because we believe they are frequently used by securities analysts, investors and other interested parties as measures of the financial performance of companies in our industry.

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

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 non-IFRS measures only as a supplemental information.

We present adjusted EBITDA, adjusted profit after tax, adjusted earnings per share, adjusted net working capital and net debt because we believe these measures provide additional metrics to evaluate our operations and, when considered with both our IFRS results and the reconciliation to profit after tax, basic and diluted earnings per share, working capital and total current and non-current debt, respectively, provide a more complete understanding of our business than could be obtained absent this disclosure. We also believe that these non-IFRS financial measures are useful to investors in assessing the operating performance of our business after reflecting the adjustments described above.

In the following tables we have provided reconciliation of non-IFRS measures to the most directly comparable IFRS measure:

Reconciliation of profit after tax to EBITDA and adjusted EBITDA:

	Six months ended				Three months ended
	September 30, 2014		September 30, 2013		September 30, 2014		September 30, 2013

Profit after tax (PAT)	$	19,647,152	$	13,626,380	$	10,438,336	$	6,279,684
Add: Income tax expense		3,702,122		4,960,365		926,432		2,703,828
Add: Finance costs (net of finance income)		14,054,089		9,016,300		7,658,549		4,637,755
Add: Depreciation and amortization		1,202,179		951,200		582,127		462,317
EBITDA	$	38,605,542	$	28,554,245	$	19,605,444	$	14,083,584
Add: Non-cash expenses for share-based compensation		187,222		154,822		127,500		69,011
Adjusted EBITDA	$	38,792,764	$	28,709,067	$	19,732,944	$	14,152,595

Reconciliation of profit after tax to adjusted profit after tax:

	Six months ended				Three months ended
	September 30, 2014		September 30, 2013		September 30, 2014		September 30, 2013

Profit after tax (PAT)	$	19,647,152	$	13,626,380	$	10,438,336	$	6,279,684
Add: Non-cash expenses for share-based compensation		187,222		154,822		127,500		69,011
Adjusted profit after tax	$	19,834,374	$	13,781,202	$	10,565,836	$	6,348,695

Reconciliation of earnings per share and adjusted earnings per share:

		Six months ended				Three months ended
		September 30, 2014		September 30, 2013		September 30, 2014		September 30, 2013

Profit after tax (PAT)		$	19,647,152	$	13,626,380	$	10,438,336	$	6,279,684
Profit attributable to Shareholders of the Company	(A)	$	15,577,093	$	10,904,385	$	8,272,706	$	5,023,637
Weighted average number of shares (for basic earnings per share)	(B)		28,675,801		28,662,458		28,675,402		28,662,913
Dilutive impact of stock options as converted in equivalent number of shares	(C)		245,346		-		249,370		-
Weighted average number of shares (for diluted earnings per share)	(D) = (B) + C)		28,921,147		28,662,458		28,924,772		28,662,913
Shares issuable under exchange agreement	(E)		7,005,434		7,005,434		7,005,434		7,005,434
Basic earnings per share as per IFRS	(A) ÷ (B)	$	0.54	$	0.38	$	0.29	$	0.18
Diluted earnings per share as per IFRS	(A) ÷ (D)	$	0.54	$	0.38	$	0.29	$	0.18

Profit after tax (PAT)	(F)	$	19,647,152	$	13,626,380	$	10,438,336	$	6,279,684
Add: Non-cash expenses for share-based compensation	(G)	$	187,222	$	154,822	$	127,500	$	69,011
Adjusted profit after tax	(H) = (F) +(G)	$	19,834,374	$	13,781,202	$	10,565,836	$	6,348,695

Weighted average number of shares (including dilutive impact of share options granted) and the ordinary shares subject to the exchange agreement between us and the non-controlling shareholders of Amira India	(I) = (D) + (E)		35,926,581		35,667,892		35,930,206		35,668,347
Adjusted earnings per share	(H) ÷ (I)	$	0.55	$	0.39	$	0.29	$	0.18

Reconciliation of working capital (total current assets minus total current liabilities) and adjusted net working capital:

	As at September 30, 2014		As at March 31, 2014
	(Amount in $)
Current assets:
Inventories		251,322,898		254,952,549
Trade receivables		86,483,943		80,882,986
Derivative financial assets		-		2,352,886
Other financial assets		8,937,351		9,768,514
Prepayments		9,490,256		8,361,244
Other current assets		1,389,419		765,655
Cash and cash equivalents		25,677,486		37,606,098
Total current assets		383,301,353		394,689,932

Current liabilities:
Trade payables		11,858,836		41,197,158
Debt		182,178,084		182,103,347
Current tax liabilities (net)		12,778,581		9,644,944
Derivative financial liabilities		103,261		-
Other financial liabilities		5,704,301		6,031,593
Other current liabilities		1,850,452		1,980,369
Total current liabilities		214,473,515		240,957,411

Working Capital as per IFRS (Total current assets minus Total current liabilities)		168,827,838		153,732,521
Less: Cash and cash equivalents		25,677,486		37,606,098
Add: Current debt		182,178,084		182,103,347
Adjusted net working capital		325,328,436		298,229,770

Reconciliation of total current and non-current debt to net debt:

	As at September 30, 2014		As at March 31, 2014
	(Amount in $)
Current debt		182,178,084		182,103,347
Non-current debt		1,989,020		2,739,414
Total current and non-current debt as per IFRS		184,167,104		184,842,761
Less: Cash and cash equivalents		25,677,486		37,606,098
Net debt		158,489,618		147,236,663

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. The exchange rate risk primarily arises from foreign exchange receivables. A significant portion of revenue is in U.S. dollars while a significant portion of our costs is in Indian Rupee (INR).

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

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

The table below presents non-derivative financial instruments, which are exposed to currency risk as of September 30, 2014:

September 30, 2014 (Unaudited)	U.S. Dollars			Other Currencies
	(Amount in $)
Trade receivables		2,495,137			11,415
Trade payables		-			(147,601	)
Intercompany receivables		45,799,089			8,854,332
Intercompany payables		(793,355	)		-
Cash and cash equivalents		22,840			23,055
Debt receivable – intercompany		-			1,891,556
Debt		(227,433	)		-
Total		47,296,278			10,632,757

March 31, 2014 (Audited)	U.S. Dollars			Other Currencies
	(Amount in $)
Trade receivables		5,453,322			12,770
Intercompany receivables		28,406,181			1,905,666
Trade payables		(420,227	)		(534,666	)
Intercompany payables		(188,402	)		-
Cash and cash equivalents		474,881			19,755
Total		33,725,755			1,403,525

As of September 30, 2014 and March 31, 2014 every 1% increase or decrease of the respective foreign currencies compared to our functional currency of the Company would impact our profit before tax by approximately $579,290 and $351,293 respectively.

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

We use forward foreign exchange contracts to mitigate exchange rate exposure arising from forecasted sales in U.S. dollars in APFPL whose functional currency is the INR. U.S. Dollar forward exchange contracts covering forecasted revenue have been designated as hedging instruments in cash flow hedges in accordance with IAS 39. Outstanding U.S. dollar forward contracts relate to revenue forecasted for fiscal 2015. Forecasted transactions for which hedge accounting has been applied are expected to occur and affect profit or loss in fiscal 2015.

Based on expected volatility, the management does not expect the foreign currency hedges to become ineffective due to changes in the exchange rates and therefore, there is no impact expected on profit on changes in the values of such derivatives consequent to changes in foreign currency exchange rates. This analysis assumes that all other variables remain constant.

Interest rate sensitivity

Our results of operations are subject to fluctuations in interest rates because we maintain substantial levels of short term indebtedness in the form of secured revolving credit facilities, which are subject to floating interest rates, to fulfill our capital requirements. As of September 30, 2014 and March 31, 2014, we had $184.2 million and $184.8 million of total indebtedness, respectively, of which more than 99% had floating rates of interest. The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative financial instruments at the balance sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year. The analysis assumes that all other variables remain constant.

In computing the sensitivity analysis, management has assumed a change of 100 basis points movement in the interest rate per annum. This movement in the interest rate would have led to an increase or decrease in the profit before tax by $0.9 million, in the six months ended September 30, 2014.

Price risk sensitivity

We are exposed to price risk in respect of APFPL’s investments in listed equity securities and investment in mutual funds in India. These investments are held short term and are designated as available for sale financial assets and therefore do not impact the profit or loss in the consolidated statements of profit or loss unless impaired. Further, the amount of investment is not material. Accordingly, sensitivity towards the change in price is not presented.

Credit risk analysis

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

Trade receivables

Trade receivables are unsecured and are derived from revenue earned from customers. Credit risk in trade receivables is managed through 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:

	September 30, 2014 (Unaudited)
	Gross		Impairment
	(Amount in $)
Not past due		83,142,287		-
Past due less than three months		1,249,623		-
Past due more than three months but not more than six months		1,448,740		-
Past due more than six months but not more than one year		349,092		-
More than one year		396,790		(102,589	)
Total		86,586,532		(102,589	)

	March 31, 2014 (Audited)
	Gross		Impairment
	(Amount in $)
Not past due		79,603,752		-
Past due less than three months		166,676		-
Past due more than three months but not more than six months		373,157		-
Past due more than six months but not more than one year		431,866		-
More than one year		410,506		(102,971	)
Total		80,985,957		(102,971	)

Trade receivables are impaired in full when recoverability is considered doubtful based on the recovery analysis performed by the Amira Group for individual trade receivables. The Amira Group considers that all the above financial assets that are not impaired and past due for each reporting dates under review are of good credit quality.

Receivables from our top five customers are as follows:

	September 30, 2014 (Unaudited)			March 31, 2014 (Audited)

Receivables from top five customers as of reporting date	$	41,663,202		$	2,549,827
Percentage to total receivables		48.2	%		3.2	%

Receivables from our top two customers are as follows:

	September 30, 2014 (Unaudited)			March 31, 2014 (Audited)

Receivables from top two customers as of reporting date	$	10,868,877		$	1,429,857
Percentage to total receivables		12.6	%		1.8	%

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

Other financial assets

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

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

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

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

Liquidity risk analysis

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

Short term liquidity requirements consists mainly of trade payables, expense payable, employee dues, debt and security deposits 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 periodical basis and managed them through internal accruals and through our ability to negotiate long term debt facilities. Our non-current liabilities include vehicle loans, term loans and liabilities for employee benefits.

As of September 30, 2014, the Amira Group had following undrawn financing facilities which remained available for drawdown under our existing financing arrangements:

	September 30, 2014 (Unaudited)

Working capital – fund based	$	6,222,698
Letter of credit and bank guarantee – non fund based		22,392,580
Total	$	28,615,278

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

	Current				Non-current
September 30, 2014 (Unaudited)	Within 6 months		6-12 months		1-5 years		More than 5 years
	(Amount in $)
Long term debt^*		1,109,166		851,989		2,288,445		-
Short term debt		180,576,870		-		-		-
Trade payables		11,858,836		-		-		-
Other financial liabilities		5,704,301		-		-		-
Lease obligation		466,784		-		-		-
Total		199,715,957		851,989		2,288,445		-

	Current				Non-current
March 31, 2014 (Audited)	Within 6 months		6-12 months		1-5 years		More than 5 years
	(Amount in $)
Long term debt^*		1,200,422		1,132,362		3,200,308		-
Short term debt		180,255,572		-		-		-
Trade payables		41,197,158		-		-		-
Other financial liabilities		6,031,593		-		-		-
Lease obligation		429,886		-		-		-
Total		229,114,631		1,132,362		3,200,308		-

^*Includes future interest costs on account of long term debt as at reporting period to be payable over the period of term loan.

The above contractual maturities reflect the gross cash outflows, not discounted at the current values. As a result, these values will differ as compared to the carrying values of the liabilities at the balance sheet date.

LEGAL PROCEEDINGS

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

On April 4, 2012, a vessel carrying rice owned by Amira C Foods International DMCC (“Amira C Foods”) with a market value of approximately $10 million arrived at the Subic Special Economic Zone (“SSEZ”) in the Port of Subic Bay, a free trade zone located in the Republic of the Philippines for purposes of temporary warehousing and trans-shipment. Metro Eastern Trading Corp (“Metro Eastern”) a registered “locator,” duly authorized and regulated by the Subic Bay Metropolitan Authority was engaged to unload, warehouse, and transship the vessel’s cargo. On May 15, 2012, the Collector of Customs (“COC”) in the Port of Subic Bay issued a warrant of seizure and detention to Metro Eastern alleging violation of certain sections of the Tariff and Customs Code of the Philippines. To protect its interests, on June 8, 2012, Amira C Foods intervened in the proceedings and argued that the COC lacked jurisdiction over the goods because they were never imported into the Philippines, but rather only transshipped into the SSEZ. The COC upheld seizure of the rice shipment and forfeiture of the goods to the Philippines on grounds that the shipment was imported into the Philippines without a valid import permit. This decision was upheld by the Commissioner of the Bureau of Customs (“BOC”), and Amira C Foods filed an appeal with the Court of Tax Appeals (the “CTA”).

On June 27, 2012, the rice subject of the warrant was sold to a related party for $11.4 million under an arrangement that effectively transferred all risks and rewards to the goods without any recourse or further obligation, other than Amira C Foods’ obligation to make best efforts to assist the purchaser in any regulatory, port and customs clearance required to transship the goods, the cost of which will be borne by the purchaser.

On October 17, 2012, the COC conducted a public auction for the seized rice and an entity named Veramar Rice Mill and Trading Company was declared as the highest bidder with a bid of Php 487 million ($11.7 million at the rate of Php 41.18 to one U.S. dollar). Based on representations by BOC’s legal counsel during the hearing of October 22, 2012 before the COC, the full bid amount was delivered to the COC and such amount was deposited in escrow to be released to the final prevailing party. Should the CTA find the forfeiture to be invalid, it will issue a ruling that the escrowed amount be released to Amira C Foods. The CTA case is currently at the pre-trial stage, and should the CTA rule against Amira C Foods, we intend to appeal the ruling.

Concurrently with the proceedings at the BOC, the Senate of the Philippines conducted fact-finding hearings in support of potential legislation with regard to these events. Mr. Protik Guha, our chief operating officer at that time, testified before one such hearing on August 22, 2012. On September 4, 2012, at a hearing that Mr. Guha did not attend, the Senate of the Philippines cited Mr. Guha in contempt for allegedly testifying falsely before the Senate and ordered his detention. This citation is an administrative and not a criminal matter. The Senate investigation against Mr. Guha has concluded. The Senate report dated February 6, 2013 does not recommend any charge against Mr. Guha or Amira C Foods. However, the CTA case continues and is currently in progress and we believe that it is unlikely that the Amira Group will suffer any financial loss as a consequence of this proceeding.

RISK FACTORS

We are subject to certain risks and uncertainties. There have been no material changes since March 31, 2014 to the significant risk factors and uncertainties known to the Company that, if they were to occur, could materially adversely affect the Company’s business, financial condition, operating results and/or cash flow. For a discussion of the Company’s risk factors, refer to Item. 3D “Risk Factors”, contained in the Company’s annual report on Form 20-F for the year ended March 31, 2014. Additional risks and uncertainties that are not presently known or are currently deemed immaterial may also impair our business and financial results.

OTHER EVENTS

Earnings Press Release

On November 24, 2014, we issued a press release announcing our quarterly results for the period ended September 30, 2014. The press release is attached as Exhibit 99.1 and is incorporated by reference herein. On the same day, we held an earnings call to discuss our quarterly results. A copy of the transcript for the earnings call is attached as Exhibit 99.3 and is incorporated by reference herein. The information contained in Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

We make reference to non-IFRS financial information in both the press release and the earnings call. A reconciliation of these non-IFRS financial measures to the comparable IFRS financial measures is contained in the press release attached hereto.

Exhibits
99.1		Press Release, dated November 24, 2014
99.2		Earnings Call Presentation, dated November 24, 2014
99.3		Earnings Call Transcript, dated November 24, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Amira Nature Foods Ltd


	By:	/s/ Bruce C. Wacha
	Name:	Bruce C. Wacha
	Title:	Chief Financial Officer

Dated: November 26, 2014