2018 Annual Report January 18, 2019 Dear Fellow Shareholder, The fiscal year ended March 31, 2018 was a positive year for Castle Brands. We again drove strong sales of Jefferson’s Bourbon and Goslings Stormy Ginger Beer. This resulted in solid revenue growth and improved income from operations. We expect these trends of increasing sales and improving profitability to continue as we grow our business. We plan to continue to add points of distribution, grow through innovation and create additional opportunities in new markets. For fiscal 2018, we reported net sales of $89.9 million, a 16.3% increase over $77.3 million in the prior fiscal year. Total gross profit increased 14.2% to $36.2 million, as compared to $31.7 million for the prior fiscal year. Income from operations increased 120% to $4.2 million. Revenue from Jefferson’s bourbons increased 38.8% to $26.4 million, driven by increased emphasis on higher- priced expressions such as Jefferson’s Ocean Aged at Sea Bourbon and Jefferson’s Wine Finishes. Also, shipments of Jefferson’s bourbon increased 9.3% to 74,000 cases. To support Jefferson’s continued rapid growth, we acquired an additional 10,000 barrels of bourbon during the fiscal year by expanding our new-fill programs and purchasing aged bulk bourbon. Based on IWSR data, Jefferson’s is one of the top-five selling premium small batch bourbons in the U.S and the only small batch brand not owned by a major spirits company. It is also the only leading bourbon brand with an average retail price above $50 per bottle. Sales of Goslings Stormy Ginger Beer increased 30.0% from the prior fiscal year to 1,801,000 cases. Goslings Stormy Ginger Beer was launched in all of Walmart’s approximately 4,500 U.S. locations, which sold 250,000 cases in fiscal 2018. Based on IWSR and Nielsen data, Goslings is one of the top-ten selling premium imported rums in the U.S. and Goslings Stormy Ginger Beer is now the top selling ginger beer in the U.S. Because of the increasing importance of Goslings Rum and Goslings Stormy Ginger Beer, we increased our interest in Gosling-Castle Partners, Inc. (“GCP”) to 80.1% in late March of 2017, which also enabled consolidation for tax purposes. GCP holds the exclusive long-term export and distribution rights for Goslings Rum and Goslings Stormy Ginger Beer in all countries other than Bermuda. As we look ahead, we plan to focus on our core brands to maintain this positive momentum in our business. We will continue to work to make Castle Brands solidly profitable and to build shareholder value. Sincerely, Mark E. Andrews, III Richard J. Lampen Chairman of the Board President and Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-32849 Castle Brands Inc. (Exact name of registrant as specified in its charter) Florida 41-2103550 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 122 East 42nd Street, Suite 5000 New York, New York 10168 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (646) 356-0200 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common stock, $0.01 par value NYSE American Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. [ ] Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ] Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant based on the September 30, 2017 closing price was approximately $99,826,917 based on the closing price per share as reported on the NYSE American on such date. The registrant had 167,694,801 shares of common stock outstanding at June 8, 2018. DOCUMENTS INCORPORATED BY REFERENCE Part III (Items 10, 11, 12, 13 and 14) of this annual report on Form 10-K is incorporated by reference from the definitive Proxy Statement for the 2018 Annual Meeting of Shareholders or an amendment to this annual report on Form 10-K to be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year covered by this report. CASTLE BRANDS INC. FORM 10-K TABLE OF CONTENTS Page PART I 1 Item 1. Business ................................................................................................................................................ 1 Item 1A. Risk Factors .......................................................................................................................................... 11 Item 1B. Unresolved Staff Comments ................................................................................................................. 19 Item 2. Properties .............................................................................................................................................. 19 Item 3. Legal Proceedings ................................................................................................................................. 19 Item 4. Mine Safety Disclosures ....................................................................................................................... 19 PART II 20 Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities ................................................................................................................................... 20 Item 6. Selected Financial Data ........................................................................................................................ 21 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ............... 22 Item 7A. Quantitative and Qualitative Disclosures About Market Risk .............................................................. 38 Item 8. Financial Statements and Supplementary Data ..................................................................................... 39 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .............. 68 Item 9A. Controls and Procedures ....................................................................................................................... 69 Item 9B. Other Information ................................................................................................................................. 72 PART III 72 Item 10. Directors, Executive Officers and Corporate Governance .................................................................... 72 Item 11. Executive Compensation ...................................................................................................................... 72 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters .................................................................................................................................................. 72 Item 13. Certain Relationships and Related Transactions, and Director Independence ...................................... 72 Item 14. Principal Accounting Fees and Services