(All amounts in USD,thousands, except number of shares)share data)

(Unaudited)

The accompanying Notes tonotes should be read in connection with these Condensed Consolidated Financial Statements belowStatements.

 | September 30, 2023, Form 10-Q

IGC Pharma, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except loss per share and share data)

(Unaudited)

The accompanying notes should be read in connection with these Condensed Consolidated Financial Statements.

 | September 30, 2023, Form 10-Q

IGC Pharma, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)

The accompanying notes should be read in connection with these Condensed Consolidated Financial Statements.

 | September 30, 2023, Form 10-Q

IGC Pharma, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

The accompanying notes should be read in connection with these Condensed Consolidated Financial Statements.

 | September 30, 2023, Form 10-Q

IGC Pharma, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 30, 2023

(in thousands, except for share data and loss per share, unaudited)

Unless the context requires otherwise, all references in this report to “IGC,”“the Company,”“we,”“our” and/or “us” refer to IGC Pharma, Inc., together with our subsidiaries and beneficially owned subsidiary. Our public filings with the Securities and Exchange Commission, the “SEC,” are available on www.sec.gov. The information contained on our various websites, including www.igcinc.us, is not incorporated by reference in this report, and the Notesyou should not consider such information to be a part of this report. We exclude our investments and minority non-controlling interests, and any information provided by them is not incorporated by reference in this report, and you should not consider such information to be a part of this report.

NOTE 1 – BUSINESS DESCRIPTION

Overview

IGC Pharma is a clinical-stage pharmaceutical company developing novel therapies for Alzheimer’s disease and conditions related to the Audited Consolidated Financial Statements containedcentral nervous system. The company is pursuing five assets: IGC-AD1, TGR-63, LMP, IGC-1C, and IGC-M3, all of which target Alzheimer’s disease and are at various stages of development.

Our most clinically advanced investigational new drug for Alzheimer’s, IGC-AD1, has shown significant promise in preclinical studies. In Alzheimer’s cell lines, IGC-AD1 has demonstrated the potential to effectively suppress or ameliorate two key hallmarks of Alzheimer’s disease: plaques and tangles. In animal models, it has shown effectiveness in improving memory. Furthermore, in a Phase 1 multiple ascending dose (MAD) trial, it exhibited potential efficacy in reducing neuropsychiatric symptoms, including agitation, anxiety, and depression. IGC-AD1 is currently in a Phase 2B, multi-center, randomized, double-blind, placebo-controlled trial, specifically designed to address agitation in dementia from Alzheimer’s disease (clinicaltrials.gov, NCT05543681). This condition affects more than 10 million individuals in North America and Europe. The trial is being conducted at 10 sites in the US and Canada.

Our portfolio includes four other small molecule assets, each at distinct stages of development, all with a singular mission — to transform the landscape of Alzheimer's treatment. LMP targets neuroinflammation, Aβ plaques, and neurofibrillary tangles, TGR-63 targets Aβ plaque, where we seek to disrupt the progression of Alzheimer's disease. IGC-M3 targets the inhibition of Aβ plaque aggregation with the potential to create a profound impact on early-stage Alzheimer’s. IGC-1C targets tau and neurofibrillary tangles, IGC-1C represents a forward-thinking approach to Alzheimer's therapy.

Furthermore, IGC controls a total of 36 patent filings. IGC maintains a state-of-the-art manufacturing facility in Washington State, which is poised for potential use in a Phase 3 trial and commercialization of IGC-AD1. In Bogota, Colombia, we also operate an R&D laboratory and an internal Contract Research Organization (CRO) that provides clinical trial services. We are actively expanding our technological capabilities with a primary focus on Generative Artificial Intelligence (AI) to enhance various aspects of clinical trial operations and data analysis. Our Company is investing in and driving AI development with an immediate focus on clinical trial processes, and analysis. Our AI initiatives are centered on informing clinical trials, developing a methodology for early detection of Alzheimer’s, and investigating the interaction of pharmaceuticals with cannabinoids.

Collectively, these core assets and initiatives underscore our commitment to advancing the field of pharmaceuticals, delivering groundbreaking treatments, and creating lasting value for our investors. We remain steadfast in our pursuit of excellence and our mission to improve the lives of those affected by Alzheimer’s and related conditions.

Our manufacturing facility is also utilized to produce women’s wellness products under the brand “Holief.” IGC Pharma is a Maryland corporation established in 2005 with a fiscal year ending on March 31, spanning a 52- or 53-week period. The company operates in two primary business segments: Life Sciences and Infrastructure.

Life Sciences Segment

Pharmaceutical: Since 2014, the Company has focused primarily on the potential uses of phytocannabinoids, in combination with other compounds, to treat multiple diseases, such as Alzheimer’s disease. As a company engaged in the clinical-stage pharmaceutical industry, we focus our research and development efforts, subject to results of future clinical trials, on seeking pharmaceutical solutions that may a) alleviate neuropsychiatric symptoms such as agitation, anxiety, and depression associated with dementia in Alzheimer’s disease; and b) halt the onset, progression, or cure Alzheimer’s disease.

 | September 30, 2023, Form 10-Q

Over-the-Counter Products: We have created a women’s wellness brand, Holief™, available through online channels that are compliant with relevant federal, state, and local laws and regulations. Holief™ is an all-natural, non-GMO, vegan, line of over-the-counter (OTC) products aimed at treating menstrual cramps (dysmenorrhea) and premenstrual syndrome (PMS). The products are available online and through Amazon and other online channels. In addition, we white label our product formulations to other companies that market them under their brand.

Phase 2 Clinical Trial Update

In this document, we use the terms Phase 2 and Phase 2B interchangeably, though typically, a Phase 2 trial is divided into a Phase 2A and a Phase 2B trial. Phase 2A is designed to assess dosing requirements, while Phase 2B is intended to establish efficacy. Our company has started a Phase 2B protocol called “A Phase 2, Multi-Center, Double-Blind, Randomized, Placebo-controlled trial of the safety and efficacy of IGC-AD1 on agitation in participants with dementia due to Alzheimer’s disease.” The trial is powered at 146 Alzheimer’s patients, with half receiving a placebo, and is a superior, parallel-group study.

The primary end point is agitation in dementia due to Alzheimer’s disease, as rated by the Cohen-Mansfield Agitation Inventory (CMAI) over a six-week period. The Phase 2 trial will also look at eleven exploratory objectives, including changes in anxiety, changes in cognitive processes such as attention, orientation, language, and visual spatial skills as well as memory, changes in depression, delusions, hallucinations, euphoria/elation, apathy, disinhibition, irritability, aberrant motor behavior, sleep disorder, appetite, quality of life, and caregiver burden. In addition, the trial will evaluate the impact of CYP450 polymorphisms and specifically CYP2C9 on each of the NPS and assess any reductions in psychotropic drugs, among others. CYP2C9 ranks amongst the most important drug metabolizing enzymes in humans, as it breaks down over 100 drugs, including nonsteroidal anti-inflammatory drugs. We seek to understand how various versions of the enzyme act on IGC-AD1. Each participant will receive two doses of IGC-AD1 (b.i.d.) or two doses of placebo per day for six weeks.

Infrastructure Segment

The Company’s Annual Reportinfrastructure business has been operating since 2008. It includes (i) execution of construction contracts and (ii) rental of heavy construction equipment.

Business Organization

As of September 30, 2023, the Company had the following operating subsidiaries: Techni Bharathi Private Limited (TBL), IGCare LLC, Holi Hemp LLC, IGC Pharma LLC, SAN Holdings LLC, Sunday Seltzer LLC, Hamsa Biopharma India Pvt. Ltd., Colombia-based beneficially-owned subsidiary IGC Pharma SAS (formerly Hamsa Biopharma Colombia SAS) and IGC Pharma IP LLC. The Company’s fiscal year is the 52- or 53-week period that ends on Form 10-KMarch 31. The Company’s principal office is in Maryland. Additionally, the Company has offices in Washington state, Colombia, and India. The Company’s filings are available on www.sec.gov. IGC Pharma, Inc. was incorporated in 2005.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying condensed consolidated Balance Sheet as of September 30, 2023, and March 31, 2023, condensed consolidated statements of operations for the three months and six months ended September 30, 2023, and 2022, and condensed consolidated statements of cash flows for the six months ended September 30, 2023, and 2022, are unaudited. The consolidated balance sheet as of March 31, 2023, has been derived from audited financial statements, and the accompanying as of September 30, 2023 unaudited condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (the “FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the SEC.

Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended March 31, 20172023 (“Fiscal 2023”) contained in the Company’s Form 10-K for Fiscal 2023, filed with the SEC on July 14, 2017.7, 2023, specifically in Note 2 to the consolidated financial statements.

 | September 30, 2023, Form 10-Q

a) Overview of India Globalization Capital, Inc. (“IGC”)

India Globalization Capital, Inc. (“IGC” or the “Company”), was incorporated in April 2005 under the laws of the state of Maryland, and through its subsidiaries in the USA, India, Hong Kong and Malaysia, is engaged in two major business segments - consolidation

The first is a legacy infrastructure business consisting of heavy equipment rental, trading infrastructure related commodities, and real estate management. The second is development of cannabis-based combination therapies with a pipeline of products, including lead candidate, Hyalolex, designed to improve the lives of patients battling Alzheimer’s disease, Parkinson’s disease, chronic pain, post-traumatic stress disorder, and eating disorders and a long-term focus on developing blockchain technologies to solve critical issues facing the Cannabis industry.  

b) Changes in subsidiaries

IGC closed its Hong Kong based direct subsidiary IGC Clean Tech, and our India based subsidiary Techni Bharathi Private Limited (“TBL”), in the quarter ended December 31, 2017, beneficially incorporated as its Hong Kong based subsidiary IGC Enterprise that is involved in trading. TBL paid a premium of $745 for the 100% beneficial ownership.

c) Basis of presentation and use of estimates

The Company has prepared the accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information.  Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements.  In preparing the financial statements management is required to make estimates and assumptions that could affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.  The results for interim periods do not necessarily indicate the results that may be expected for any other interim period or for the full year. The significant accounting policies adopted by the Company, in respect of these consolidated financial statements, are set out in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017. Therefore, the Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and respective notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 filed with the SEC on July 14, 2017.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The consolidated financial statements include the consolidated accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. In the opinion of Management, the interim statements reflect all its subsidiaries thatadjustments, which are more than 50% ownednormal and controlled. The Company consolidates the subsidiaries into its consolidatedrecurring in nature, necessary for fair financial statements.statement presentation. Transactions between the Company and its subsidiaries have beenare eliminated in the consolidated financial statements.

d)

Presentation ofand functional currencies

In the quarter ended December 31, 2017, in addition to the US, IGC

The Company operates in India, the U.S., Colombia, and Hong Kong, and Malaysia and a substantial portion of the Company’s salesfinancials are denominated in USD, INR, and RM.the Indian Rupee (“INR”), the Hong Kong Dollar (“HKD”), or the Colombian Peso (“COP”). As a result, changes in the relative values of the U.S. dollar andDollar (“USD”), the INR, the HKD, or the RMCOP affect revenues and profits as the results are translated into U.S. dollars in the consolidated and pro formaour financial statements.

The accompanying financial statements are reported in U.S. dollars. TheUSD. INR, HKD, and the RMCOP are the functional currencies for certain subsidiaries of the Company. The translation of the functional currencies into U.S. dollarsUSD is performed for assets and liabilities using the exchange rates in effect at the balance sheet date and for revenues costs and expenses using average exchange rates prevailing during the reporting periods. Adjustments resulting from the translation of functional currency financial statements to reporting currency are accumulated and reported as other comprehensive income/(loss), a separate component of shareholders’ equity.

e) Consolidation

Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the consolidated statements of operations.

Going Concern

The Company’sCompany assesses and determines its ability to continue as a going concern in accordance with the provisions of ASC Subtopic 205-40, “Presentation of Financial Statements—Going Concern”, which requires the Company to evaluate whether there are conditions or events that raise substantial doubt about its ability to continue as a going concern.

The Company is currently in a clinical trial stage and, thus, has not yet achieved profitability. The Company expects to continue to incur significant operating and net losses and negative cash flows from operations in the near future.

The Company estimates that its current fiscal year endscash and cash equivalents balance with working capital credit facility and equity investment is sufficient to support operations beyond the twelve months following the date these consolidated financial statements and footnotes were issued. These estimates are based on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects.

Accounts receivable

We make estimates of the collectability of our accounts receivable by analyzing historical payment patterns, customer concentrations, customer creditworthiness, and current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required. We had $137 thousand of accounts receivable, net of provision for the doubtful debt of $12 thousand as of September 30, 2023, as compared to $107 thousand of accounts receivable, net of provision for the doubtful debt of $17 thousand as of March 31, 2018. Unless2023.

Loss per share

The computation of basic loss per share for the context requires otherwise,six months ended September 30, 2023, excludes potentially dilutive securities of approximately 9 million shares, which includes share options, unvested shares such as restricted shares and restricted share units, granted to employees, non-employees, and advisors, and shares from the conversion of outstanding units, if any because their inclusion would be anti-dilutive.

The weighted average number of shares outstanding for the six months ended September 30, 2023, and 2022, used for the computation of basic earnings per share (“EPS”) is 53,695,912 and 52,082,096, respectively, as compared to 54,301,087 and 52,194,098 for the three months ended September 30, 2023, and 2022, respectively. Due to the loss incurred by the Company during the six months ended September 30, 2023, and 2022, all references in this reportthe potential equity shares are anti-dilutive, and accordingly, the fully diluted EPS is equal to “IGC,” “we,” “our” and “us” refer to India Globalization Capital, Inc., together with its subsidiaries, as listed and described in its Annual Report onthe basic EPS.

 | September 30, 2023, Form 10-K filed with the SEC on July 14, 2017.  We exclude our investments and minority non-controlling interests, and any information provided by them is not incorporated by reference in this report, and you should not consider it a part of this report. Our filings are available on www.sec.gov. The information contained on our website, www.igcinc.us, is not incorporated by reference in this report, and you should not consider it a part of this report.10-Q

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NOTE 2 – INTENTIONALLY LEFT BLANK

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable, net

Cybersecurity

We have a cybersecurity policy in place and have taken cybersecurity measures to safeguard against hackers, however, there can be no assurance thereof. During the six months ended September 30, 2023, there were no impactful breaches in cybersecurity.

Revenue Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (ASC 606). The core principle of allowances, amountedthis standard is that a company should recognize revenue to $1,155,229depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

ASC 606 prescribes a 5-step process to achieve its core principle. The Company recognizes revenue from trading, rental, or product sales as follows:

I. Identify the contract with the customer.

II. Identify the contractual performance obligations.

III. Determine the amount of consideration/price for the transaction.

IV. Allocate the determined amount of consideration/price to the performance obligations.

V. Recognize revenue when or as the performing party satisfies performance obligations.

The consideration/price for the transaction (performance obligation(s)) is determined as per the agreement or invoice (contract) for the services and $752,926products in the Infrastructure and Life Sciences segment.

Revenue in the Infrastructure segment is recognized for the renting business when the equipment is rented, and the terms of the agreement have been fulfilled during the period. Revenue from the execution of infrastructure contracts is recognized based on the output method as and when part of the performance obligation has been completed, and approval from the contracting agency has been obtained after survey of the performance completion as of December 31, 2017that date. In the Life Sciences segment, the revenue from the wellness and March 31, 2017, respectively.  The accounts receivable netlifestyle business is recognized once goods have been sold to the customer and the performance obligation has been completed. In retail sales, we offer consumer products through our online stores. Revenue is recognized when control of reservesthe goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or to the customer directly. Revenue from white label services is recognized when the performance obligation has been completed, and output material has been transferred to the customer.

Net sales disaggregated by significant products and services for the quarterthree months and six months ended December 31, 2017 come primarilySeptember 30, 2023, and 2022 are as follows:

		(in thousands) Three months ended September 30, 2023 ($)				(in thousands) Three months ended September 30, 2022 ($)				(in thousands) Six months ended September 30, 2023 ($)				(in thousands) Six months ended September 30, 2022 ($)
Infrastructure segment (1)			-				7				166				17
Life Sciences segment
Wellness and lifestyle (2)			69				150				113				230
White labeling services (3)			222				45				567				167
Total			291				202				846				414

(1) Infrastructure segment consists of income from construction management,the rental of heavy construction equipment and tradingconstruction contracts.

(2) Revenue from wellness and lifestyle consists of the sale of products such as gummies, hand sanitizers, bath bombs, lotions, beverages, hemp crude extract, hemp isolate, and hemp distillate.

(3) Revenue from white label services consists of rebranding our formulations or the customer’s products as per the customer’s requirement.

Recently issued accounting pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (FASB) in commodities.the form of accounting standards updates (ASUs) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. Newly issued ASUs not listed are expected to have no impact on the Company’s consolidated financial position and results of operations, because either the ASU is not applicable, or the impact is expected to be immaterial.

 | September 30, 2023, Form 10-Q

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NOTE 3 – INVENTORY

		(in thousands)
		As of September 30, 2023 ($)				As of March 31, 2023 ($)
Raw materials			2,127				2,100
Work-in-Progress			11				18
Finished goods			498				533
Total			2,636				2,651

During the six months ended September 30, 2023, and 2022, the Company wrote off approximately $3 thousand and $40 thousand of inventory due to abnormal loss due to idle facility expense, freight, handling costs, scrap, and wasted material (spoilage). This charge was recorded in Selling, General, and Administrative Expenses.

We capitalize inventory costs related to our investigational drug, provided that management determines there is a potential alternative use for the inventory in future research and development projects or other purposes. As of September 30, 2023, and March 31, 2023, our consolidated balance sheet reported approximately $397 thousand and $407 thousand clinical trial-related inventory, respectively.

NOTE 4 – OTHER CURRENT DEPOSITS AND NON-CURRENT ASSETS

ADVANCES

		(in thousands)
		As of September 30, 2023 ($)				As of March 31, 2023 ($)
Advances to suppliers and consultants			62				72
Other receivables and deposits			15				24
Prepaid expenses and other current assets			143				262
Total			220				358

The Advances to suppliers and consultants primarily relate to advances to vendors. Prepaid expenses and other current assets consistinclude approximately $25 thousand of the following:

		As of December 31, 2017				As of March 31, 2017
Prepaid /preliminary expenses		$	-			$	6,750
Advance to suppliers, others & services			355,490				352,850
Security/statutory advances			17,320				14,216
Prepaid and accrued interest			1,459				1,436
Deposit and other current assets			5,516				35,156
Total		$	379,785			$	410,408

Other non-current assets consiststatutory advances as of the following:

		As of December 31, 2017				As of March 31, 2017
Statutory/Other advances		$	521,631			$	539,720
Product formulation			299,282				-
Total		$	820,913			$	539,720

On May 21, 2012, TBL entered into an agreement with Weave & Weave for the purchase of land. TBL gave WeaveSeptember 30, 2023, and Wave an advance of $383,832. As of the date of this filing, the parties are in the process of negotiating a settlement that includes the purchase and sale of land as well as the refund of the advance given by TBL.  Product Formulation is the capitalized part of expenses related to the formulation of products.  The products including, Hyalolex, our lead product for patients suffering from Alzheimer’s are all non-FDA approved products.  These products do not require FDA approval for sale in dispensaries.March 31, 2023, respectively.

NOTE 5 – INTANGIBLE ASSETS AND GOODWILL

		(in thousands)
		As of September 30, 2023 ($)				As of March 31, 2023 ($)
Amortized intangible assets
Patents			730				709
Other intangibles			34				34
Accumulated amortization			(144	)			(107	)
Total amortized intangible assets			620				636
Other intangible assets
Patents			561				534
Other intangibles			-				-
Total unamortized intangible assets			561				534
Total intangible assets			1,181				1,170

 | September 30, 2023, Form 10-Q

The movement in intangible assets and goodwill is given below.

		As of December 31, 2017				As of March 31, 2017
Intangible assets at the beginning of the period		$	-			$	113,321
Amortization			-				(113,321	)
Patent filings and rights			124,272				-
Total Intangible assets		$	124,272			$	-
Goodwill of Cabaran Ultima Sdn Bhd			198,169				198,169
Total Goodwill		$	198,169				198,169

The value of goodwill for the two periods shown is $198,169 and is associated with the acquisition of Cabaran Ultima. The capitalized patent expenses are direct expenses, legal, filing fees etc., associated with filing patents in North America, Europe and Canada.

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The value of intangible assets includes the cost of acquiring patent rights, supporting data, and the expense associated with filing of patent applications. It also includes acquisition costs related to domains and licenses.

The intangible with finite life is up to 20 years are amortized on straight-line basis, commencing from the date of grant or acquisition. The amortization expense in the three months ended September 30, 2023, and 2022, amounted to approximately $18 thousand and $14 thousand, respectively, whereas the amortization expense in the six months ended September 30, 2023, and 2022 amounted to approximately $36 thousand and $24 thousand, respectively.

The Company regularly reviews its intangible assets to determine if any intangible asset is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period and concluded that, as of September 30, 2023, there was no impairment.

Estimated annual amortization expense		(in thousands) ($)
For the year ended 2025			80
For the year ended 2026			89
For the year ended 2027			97
For the year ended 2028			107
For the year ended 2029			118

NOTE 6 – PROPERTY, PLANT, AND EQUIPMENT

Property,

		(in thousands, except useful life)
		Useful Life (years)			As of September 30, 2023 ($)				As of March 31, 2023 ($)
Land		N/A				4,051				4,100
Buildings and facilities		25				2,303				2,298
Plant and machinery		5-20				3,332				3,335
Computer equipment		3				155				138
Office equipment		3-5				99				84
Furniture and fixtures		5				93				92
Vehicles		5				101				102
Total gross value						10,134				10,149
Less: Accumulated depreciation						(2,187	)			(1,936	)
Total property, plant, and equipment, net						7,947				8,213

The depreciation expense in the three months ended September 30, 2023, and 2022 amounted to approximately $140 thousand and $156 thousand, respectively. The depreciation expense in the six months ended September 30, 2023, and 2022 amounted to approximately $277 thousand and $308 thousand, respectively. The net decrease in Total property, plant, and equipment consistis primarily due to depreciation. During the six months ended September 2023, the Company sold a fully depreciated property in India for net proceeds of approximately $43 thousand and accounted the following: 

Category		Useful Life (years)				As of December 31, 2017				As of March 31, 2017
Building (flat)			25			$	245,035			$	241,181
Plant and machinery			20				1,737,381				1,710,055
Computer equipment			3				160,643				157,349
Office equipment			5				121,372				119,528
Furniture and fixtures			5				72,167				70,368
Vehicles			5				296,288				292,764
Assets under construction			N/A				969,573				957,880
Total						$	3,602,459			$	3,549,125
Less: Accumulated depreciation						$	(2,651,108	)		$	(2,595,189	)
Net Assets						$	951,351			$	953,936

Depreciation expensesame in other income. For more information, please refer to Note 16 – “Segment Information” for the nine months ended December 31, 2017non-current assets other than financial instruments held in the country of domicile and 2016 was $15,297 and $391,617 respectively.  Capital work-in-progress represents the cost of property and equipment not put to use before the balance sheet date.foreign countries.

NOTE 7 – INVESTMENTS – OTHERS
LEFT BLANK INTENTIONALLY

Investments - others for each of the periods ended December | September 30, 2017 and March 31, 2017, consisted of the following:2023, Form 10-Q

		As of December 31, 2017				As of March 31, 2017
Investment in equity shares of unlisted company & associates		$	67,912			$	63,392
Investment in affiliate			773,111				773,111
Investment in land			5,174,611				5,174,611
Total		$	6,015,634			$	6,011,114

Pursuant to the December 18, 2014 Purchase Agreement with Apogee, we issued 1,200,000 common shares of IGC valued at $888,000 for the purchase of 24.9% ownership interest in Midtown Partners & Co., LLC.  The Purchase Agreement expired on June 30, 2015, and the Company is pursuing its rights under the terms of the Purchase Agreement to recover certain damages. Value of investment in our books is $773,111 as on December 31, 2017.

NOTE 8 – Intentionally left blank.

NOTE 9 – OTHER CURRENT AND NON-CURRENT LIABILITIES

Other current liabilities consist of the following:

		As of December 31, 2017				As of March 31, 2017
Statutory payables		$	16,344			$	15,203
Employee related liabilities			457,757				676,511
Total		$	474,101			$	691,714

For the quarter ended December 31, 2017, there were no other non-current liabilities.

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NOTE 8 – CLAIMS AND ADVANCES

		(in thousands)
		As of September 30, 2023 ($)				As of March 31, 2023 ($)
Claims receivable (1)			947				951
Non-current deposits			26				27
Non-current advances			25				25
Total			998				1,003

(1)	The claims receivable is due from different vendors. While the Company has initiated collection proceedings internally or with the appropriate authorities, it believes receiving the amount in the next 12 months will be challenging because of the time required for collection proceedings. It includes $140 thousand owed to the company by one of our manufacturers for the equipment purchase.

NOTE 9 – LEFT BLANK INTENTIONALLY

NOTE 10 – RELATED PARTY TRANSACTIONS

As ACCRUED AND OTHER LIABILITIES

		(in thousands)
		As of September 30, 2023 ($)				As of March 31, 2023 ($)
Compensation and other contributions			749				619
Provision for expenses			378				258
Short-term lease liability			130				133
Other current liability			300				358
Total			1,557				1,368

Compensation and other contribution-related liabilities consist of Decemberaccrued salaries to employees. In addition, provision for expenses includes provision for legal, professional, and marketing expenses. Other current liability also includes statutory payables of approximately $37 thousand and $31 thousand as of September 30, 2023, and March 31, 2017,2023, respectively, and approximately $3 thousand of short-term loans as of September 30, 2023, and March 31, 2023, respectively.

NOTE 11 – LOANS AND OTHER LIABILITIES

Loan as of September 30, 2023:

On June 11, 2020, the Company has (i) a balance of $98,185 due and payable to our CEO inclusive of certain unpaid salaries from previous years and (ii) a secured loan at zero interest from spouse of our CEO in the amount of $244,412.

We payreceived an affiliate of our CEO $4,500 per monthEconomic Injury Disaster Loan (“EIDL”) for office space and certain general and administrative services rendered in Maryland.  In addition, we pay another affiliate of our CEO $6,100 per month for office and facilities in Washington State.  We believe, based on rents and fees for similar services in the Washington, D.C. metropolitan area, and Washington State that the fee charged by the affiliates are at least as favorable as we could have obtained from an unaffiliated third party and these payments are not considered, or meant to be compensation to our CEO.  The rental agreement for the Maryland location is on a month-to-month basis and may be terminated by our Board of Directors of the Company at any time without notice. The rental agreement for Washington State facilities expired on December 31, 2017, and it was renewed in January 2018 by mutual consent for 1 more year.  During the quarter ended December 31, 2017, the total rent paid to one of the affiliates for the office space (and services) in Maryland was $13,500. $36,600 is payable to one of the affiliates for the rental of the facilities in Washington State. As on December 31, 2017, an amount of $82,147 is due to RGF Cabaran’s director.  For December 31, 2017 there was no loan balance due to the Director of Cabaran.

Loans by Related Parties:

We have a secured working capital loan that has a loan balance of $195,061 as of December 31, 2017 and $97,500 as of March 31, 2017 from affiliates of our CEO,approximately $150 thousand at an annual interest rate of zero percent,3.75%. The Company must pay principal and interest payments of $731 every month beginning June 5, 2021. The SBA will apply each installment payment first to pay interest accrued to the day the SBA receives the payment and will then apply any remaining balance to reduce the principal. All remaining principal and accrued interest is due February 23, 2022.  There is no prepayment penalty.  The assetsand payable 30 years from the date of the Company secureloan. For the loan.

Loans to Related Parties:

On Aprilsix months ended September 30, 2015, FYE 2016, we loaned Apogee Financial Services,2023, the majority ownerinterest expense and principal payment for the EIDL were approximately $3 thousand and $2 thousand, respectively. For the six months ended September 30, 2022, the interest expense and principal payment for the EIDL were approximately $2 thousand each. As of Midtown Partners, $70,000 as working capital for Midtown partners.  TheSeptember 30, 2023, approximately $139 thousand of the loan is outstandingclassified as Long-term loans and approximately $3 thousand as Short-term loans.

 | September 30, 2023, Form 10-Q

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Table of December 31, 2017.Contents

NOTE 11 – NOTES PAYABLE AND LOANS – OTHERS

On June 30, 2023, the Company entered into a Master Loan and Security Agreement with O-Bank, CO., LTD. (the “Credit Agreement”), pursuant to which the Company may borrow up to $12 million, which will be used to fulfill liquidity requirements and ensure the Company’s ability to sustain its operations. The Company hasCredit Agreement matures June 30, 2024, with an unsecured Note Payableoption to Bricoleur Partners, L.P.renew. Interest on borrowings will be calculated according to the interest rate stated in the amountCertificate of $1,800,000 (“2012 Security”).  Up to July 2014,Deposit (as defined in the Company was making monthly paymentsCredit Agreement), plus an applicable margin of 17,100 shares of common stock.  Starting on August 2014, the Company started making a monthly payment of 23,489 shares of common stock.  Starting August 1, 2016, the Company started making a monthly payment of 30,000 shares.  The Company has never made a cash interest payment to Bricoleur on the Note.  The parties have agreed that1%, and the Company will make a payment (shown on our P&L underbear the tax. The Company must pay the interest payment and not tax deductible to the Company) of 30,000 shares of common stock for each month the loan remains unpaid, regardless of the trading price of the stock.  The arrangement allows the Company and Bricoleur to pursue permanent conversion of the principal to common stock, or repayment of the principal using common stock. At the 2017 annual meeting of the shareholders the Company asked the shareholders to vote on allowing the Company to deliver up to an additional 2 million shares of our common stock as repayment of principal.  The votein full on the amendment remains outstanding.  During the quarter ended December 31, 2017, the Company issued a totallast business day of 90,000 shares valued at $48,000 to this debt holder, which constitutes non-tax-deductible payments for the Company.

each interest period. As of December 31, 2017,September 30, 2023, the Company has seven loans categorized as Loans Others totaling $737,097 at an average annual interest rate of 10%, as follows: Loan 1: We have a loan for $62,726, due on April 25, 2018 bearing 10% annual interest rate. This loan is from one of our Advisors and former director. There is no prepayment penalty.  Loan 2: We have a secured loan from an individual for $100,000, at an annual interest rate of 24%, due February 23, 2022. There is no prepayment penalty. The assetsnot yet used any of the Company secure$12 million available under the loan. Loan 3: We haveCredit Agreement.

Other Liability:

		(in thousands)
		As of
		September 30, 2023 ($)				March 31, 2023 ($)
Statutory reserve			17				21
Total			17				21

The statutory reserve is a secured loan from an individualgratuity reserve for $50,000, at an annual interest rate of 15%, due February 23, 2022. There is no prepayment penalty.  The assets of the Company secure the loan. Loan 4: We have a secured loan of $75,000 from an affiliate ofemployees in our CEO, at an annual interest rate of 15%, due February 23, 2022.  There is no prepayment penalty.  The assets of the Company secure the loan. Loan 5: We have a secured loan that has a balance as of December 31, 2017 of $195,061 from an affiliate of our CEO, at an annual interest rate of zero percent, due February 23, 2022. There is no prepayment penalty. The assets of the Company secure the loan. Loan 6: Secured loan from the spouse of our CEO,subsidiaries in the amount of $244,411. There is no prepayment penalty. The assets of the Company secure the loan. Loan 7: We have a working capital loan that has a loan balance as of December 31, 2017 of $9,899 from a relative of our CEO, at an annual interest rate of zero percent.India.

NOTE 12 – COMMITMENTS AND CONTINGENCY

No significant contingenciesCONTINGENCIES

The Company may be involved in legal proceedings, claims, and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters that are deemed material to the condensed consolidated financial statements as of September 30, 2023, except as disclosed in the legal proceedings section below.

In the U.S., we provide health insurance, life insurance, and a 401(k) plan wherein the Company matches up to 6% of the employee’s pre-tax contribution up to a maximum annual amount determined by the IRS. In accordance with applicable laws of foreign countries, the Company provides for gratuity, a defined benefit retirement plan (“Gratuity Plan”) covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or commitments weretermination of employment, an amount based on the respective employee’s last drawn salary and the years of employment with the Company. In addition, employees receive benefits from a provident fund, a defined contribution plan. The employee and employer each make monthly contributions to the plan as required by the law. The contribution is made or existed duringto the three months ended December 31, 2017.

Foreign Government’s funds.

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NOTE 13 – COMMON STOCK

SECURITIES

As of September 30, 2023, the Company was authorized to issue up to 150,000,000 shares of common stock, par value $0.0001 per share, and 63,706,939 shares of common stock were issued and outstanding. The Company is also authorized to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, and no preferred shares were issued and outstanding as of September 30, 2023.

Our common stock tradesis listed on the NYSE AMERICAN under the symbol “IGC” with CUSIP number 45408X308, $0.0001 par value (“Common Stock”)American (ticker symbol: IGC). This security is also available for tradingtrades on the Borse Frankfurt, Stuttgart, and Berlin Exchangesstock exchanges (ticker symbol: IGS1). The Common stock of the Company is also available for trading on the Borse Frankfurt, Borse Berlin, and Borse Stuttgart (XETRA2) exchanges in Germany. The Warrants and Units now trade on the OTC Markets. We have redeemable Warrants (CUSIP number 45408X118 expiring on March 6, 2019) to purchase Common Stock (ticker symbol: IGC.WT) and Units consisting ofhas 91,472 units outstanding that can be separated into common stock. Ten units may be separated into one share of Common Stock and two redeemable warrants to purchase Common Stock that are not listed.common stock. The Unitunit holders are requested to contact the Company or our transfer agent, Continental Stock Transfer and Trust, to getseparate their existing Units separatedunits into Common Stock and Warrants.

As on December 31, 2017, there are 11,656,668 outstanding public warrantscommon stock.

Pursuant to purchase 1,165, 667 shares of our common stock at an exercise price of $50.00 a share, expiring on March 6, 2019 and 831,768 private warrants to buy 83,176 shares of common stock at an exercise price of $9.0 that expired on December 8, 2017.

During the quarter ended December 31, 2017, the Company issued 90,000 penalty shares valued at $48,000 to Bricoleur Partners, L.P. for the outstanding $1,800,000 promissory note (“2012 Security”).

On May 20, 2016, IGC entered into an At-The-Market Agency Agreement (“ATM Agreement”) with IFS Securities, Inc. (dba Brinson Patrick, a division of IFS Securities, Inc.), as sales agent (“Brinson Patrick” or the “Agent”). Under this ATM agreement in the December quarter, 23,201 shares of IGC Common Stock, valued at $8,018, settled. This ATM agreement was terminated on September 30, 2017.

The Company entered into a new ATM agreement with The Benchmark Company and Joseph Gunnar as sales agents.  During the quarter ended December 31, 2017, the Company sold 1,381,317 shares of Common Stock valuated at $1,610,190 under this ATM agreement.

Under the December 18, 2014, Purchase Agreement with Apogee, we issued 1,200,000 commonApogee 1.2 million shares of IGCIGC’s common stock valued at $888,000$888 thousand for the purchase of a 24.9% ownership interest in Midtown Partners & Co., LLC.  Pending downward adjustments,LLC (MTP). During Fiscal 2018, after considering several factors, the Company concluded that it no longer had significant influence over MTP and maintained the same investment value of approximately $773 thousand. During Fiscal 2020, the Company created a provision for this investment. The Company initiated the litigation on February 8, 2021, against Apogee. During the three months ended September 2023, the court’s ruling on the motion for summary judgment, the parties participated in a mediation where they agreed in principle to a settlement as to all claims against each other. As per the summary judgement, Apogee returned 500 thousand of Company’s shares back and Company cancelled the shares. For more information, kindly refer to Item 1 – Legal Proceedings for more information.

 | September 30, 2023, Form 10-Q

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On October 27, IGC Pharma, Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $60 million (“Shares”), subject to certain balance sheet items of MTP, a total of 500,000 shares of IGC common stock have been held back.  Pendinglimitations on the resolution of these balance sheet items, the shares that have been held back may be cancelled. The agreement had a deadline of June 30, 2015, for Apogee and Midtown Partners to obtain the requisite approvals from FINRA. Apogee did not file for approval on time, and consequently pursuant to the terms of the Agreement, there are several penalties that will apply, including the cancellation of 700,000 shares of IGC stock and a penalty of $125,000 owed by Apogee to us.  We are not seeking to consummate the acquisition of the remaining interest in Midtown Partners at this time.

The Company has granted (1) to its advisors and employees options to purchase a total of 650,000 shares of common stock at exercise prices ranging from $0.10 to $0.60 are calculated with volatility 119%, interest rate 0.77% and expiration of 5 years, all of which are outstanding and exercisable as of December 31, 2017; and (2) 100,000 shares to acquire the exclusive right to the license of the U.S. patent filing entitled “THC as a Potential Therapeutic Agent for Alzheimer’s Disease” by the University of South Florida. Further, pursuant to IGC’s employee stock option plan and during the quarter ended December 31, 2017, IGC granted 1,455,000 shares to its directors and its employees with minimum vesting period of one year.  As of December 31, 2017, IGC has 29,499,790 sharesamount of Common Stock issuedthat may be offered and outstanding.sold by the Company set forth in the Sales Agreement (the “Offering”). Prior to entering into the Sales Agreement with A.G.P./Alliance Global Partners, the Company terminated the Sales Agreement dated January 13, 2021, with The Benchmark Company.

NOTE 14 – STOCK-BASED COMPENSATION

On April 1, 2009, the Company adopted ASC 718, “Compensation-Stock Compensation” (previously referred to as SFAS No. 123 (revised 2004)

As of September 30, 2023, 9 million restricted share units (RSUs), Share Based Payment).  ASC 718 requires all share-based paymentsfair valued at $5.7 million with a weighted average value of $0.64 per share, have been granted but not yet issued from different Incentive Plans and Grants. This includes 4.7 million RSUs granted to employees including grantsand directors, which consists of a vesting schedule based entirely on the attainment of both operational milestones and market conditions, assuming continued employment either as an employee stock options,or director with the Company. The performance-based RSUs are accounted upon certification by Management, confirming the probability of achievement of milestones. As of September 30, 2023, Management confirmed three of the milestones had been achieved, and the rest were considered probable to be recognized in the financial statements based on their fair values. As of Decemberachieved by March 31, 2017, under the 2008 Omnibus Plan, 4,374,8992028.

Additionally, options held by advisors and directors to purchase 150 thousand shares of common stock fair valued at $69 thousand with a weighted average of $0.46 per share have been awarded. As of December 31, 2017, theregranted but are 650,000 stockto be exercised over a service period ending in Fiscal 2031. Options exercised before the service period are expensed when exercised.

The options available to IGC’s advisorsare valued using a Black-Scholes Pricing Model and employees. No shares of common stock underMarket based RSUs are valued based on a lattice model, with the 2008 ESOP plan are available for future grants of options or stock awards. In addition, in the quarter ended December 31, 2017 the shareholders approved 1,900,000 shares of common stock for award, at the discretion of the Board, as a special grantfollowing assumptions:

		Granted in Fiscal 2024				Granted in Fiscal 2023
Expected life of options		5 years				5 years
Vested options			100	%			100	%
Risk-free interest rate			3.49	%			2.64	%
Expected volatility			280	%			285	%
Expected dividend yield		Nil				Nil

The expense associated with share-based payments to employees, directors, advisors, and consultants. IGC granted 1,455,000 shares, out ofcontractors is allocated over the total approved byvesting or service period and recognized in the shareholders, to its directorsSelling, General, and its employees with minimum vesting period of one year.

NOTE 15 – SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Administrative expenses (including research and development). For the six months ended September 30, 2023, the Company’s share-based expense and option-based expense shown in Selling, generalGeneral and administrativeAdministrative expenses (including research and development) were $507,332$901 thousand and $6 thousand, respectively, and for the threesix months ended December 31, 2017 as compared to $322,891 forSeptember 30, 2022, the three months ended December 31, 2016. Selling, generalCompany’s share-based expense and administrative expenses include compensation expenses to management, legaloption-based expense was $1.8 million and professional expenses, investor-relations expenses, acquisition related expenses and travel expenses.$17 thousand, respectively.

Non-vested shares		Shares (in thousands) (#)				Weighted average grant date fair value ($)
Non-vested shares as of March 31, 2023			4,429				1.01
Granted			4,300				0.26
Vested			(197	)			0.30
Cancelled/forfeited			-				-
Non-vested shares as of September 30, 2023			8,532				0.65

Options		Shares (in thousands) (#)				Weighted average grant date fair value ($)				Weighted average exercise price ($)
Options outstanding as of March 31, 2023			150				1.39				0.30
Granted			-				-				-
Exercised			-				-				-
Cancelled/forfeited			-				-				-
Options outstanding as of September 30, 2023			150				1.39				0.30

 | September 30, 2023, Form 10-Q

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NOTE 16 – IMPAIRMENT

None during fiscal quarter ended December 31, 2017. 

NOTE 17 – INTEREST AND OTHER INCOME

Interest

There was a combined unrecognized expense of $2.7 million related to non-vested shares and other income forshare options that the three-month periods ended December 31, 2017 and 2016 amountedCompany expects to $1,090 and $359,104, respectively, and included income received from the supply of skilled operators for the heavy equipment rental business and from the rent of the apartment belonging to TBL, which is in Kochi, India.

NOTE 18 – RECONCILIATION OF EPS

In accordance with ASC Topic 280 – "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders bybe recognized over the weighted average numberlife of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that5 years.

NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS

As of September 30, 2023, the denominator is increased to include the numberCompany’s investments may consist of additional shares of common stock that would have been outstanding if the potential common stock had been issuedmoney market funds, debt and if the additional shares of common stock were dilutive.  Potential common stock consists of the incremental common stock issuable upon the exercise of common stock optionsequity funds, and warrants (using the if-converted method). The computation of basic loss per share for the period ended December 31, 2017 excludes potentially dilutiveother marketable securities, of 1,815,667 shares underlying share purchase options and warrants, and 29,768 shares from the conversion of outstanding units because their inclusion would be antidilutive.

The historical weighted average per share for our shares through December 31, 2017, was applied using the treasury method of calculating the fully diluted shares.  The weighted average number of shares outstanding as of December 31, 2017 and 2016 used for the computation of basic earnings per share (“EPS”) is 28,169,292 and 27,446,095, respectively. Due to the loss incurred during the three-month period ended December 31, 2017, all the potential equity shares are anti-dilutive and accordingly, the fully diluted EPS is equal to the basic EPS.

NOTE 19 – INCOME TAXES

The Company adopted ASC 740, Accounting for Uncertainty in Income Taxes. In assessing the recoverability of its deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. The management considers historical and projected future taxable income, and tax planning strategies in making this assessment.

The Company’s effective tax rate was 0% for both the quarters ended December 31, 2017 and 2016. The Company has US deferred tax assets,among others, which have been offset byclassified as Level 1 of the fair value hierarchy because they have been valued using quoted prices in active markets. The Company’s cash and cash equivalents have also been classified as Level 1 on the same principle. Financial instruments are classified as current if they are expected to be liquidated within the next twelve months. The Certificates of Deposit are classified as Level 2 as they do not have regular market pricing, but their fair value can be determined based on other data values or market prices. The Company’s remaining investments have been classified as Level 3 instruments as there is little or no market data. Level 3 investments are valued using the cost method.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023, and March 31, 2023, and indicates the fair value hierarchy of the valuation allowance because of historical and expected losses.  Astechniques the Company reverses its losses and becomes profitable, we will reassess the likelihood of recovering a portion or all of the deferred tax assets.  

The Company recorded an income tax gain/expense of $0 resulting from operational results of its foreign entities for both three-month periods ended December 31, 2017 and 2016. used to determine such fair value:

(in thousands)

As of December 31, 2017, and 2016, there was no significant liability for income tax associated with unrecognized tax benefits.  September 30, 2023

Particular		Adjusted Cost ($)				Gain ($)				Loss ($)				Fair Value ($)				Cash & Cash Equivalents ($)				Short Term Investments ($)
Level 1
Cash			939				-				-				939				939				-
Money Market Fund			1,828				-				-				1,828				1,828				-
Debt Funds			13				1				-				13				13				-
Mutual Fund			153				15				-				168				70				98
Level 2
Certificates of Deposit			176				-				-				176				176				-
Level 3			-				-				-				-				-				-
TOTAL			3,109				16								3,124				3,026				98

As of DecemberMarch 31, 2017, IGC could not use its net operating losses.2023

Particular		Adjusted Cost ($)				Gain ($)				Loss ($)				Fair Value ($)				Cash & Cash Equivalents ($)				Short Term Investments ($)
Level 1
Cash			1,156				-				-				1,156				1,156				-
Money Market Fund			2,000				-				-				2,000				2,000				-
Debt Funds			40				-				-				40				40				-
Mutual Fund			152				2				-				154				-				154
Level 2
Certificates of Deposit			-				-				-				-				-				-
Level 3			-				-				-				-				-				-
TOTAL			3,348				2								3,350				3,196				154

 | September 30, 2023, Form 10-Q

NOTE 20 – SEGMENT INFORMATION17

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Accounting pronouncements establish standards for the manner in which public companies report information about operating segments in annual and interim financial statements. Operating segments are components of an enterprise that have distinct financial information available and evaluated regularly by the chief operating decision-maker (“CODM”) to decide how to allocate resources and evaluate performance. The Company’s CODM is considered to be the Company’s chief executive officer (“CEO”). The CEO reviews financial information presented on an entity level basis for purposes of making operating decisions and assessing financial performance. The Company has determined that it operates as two operating and reportable segments: Pharmaceutical, and Legacy. Therefore, the Company has commenced reporting two segments.

Our legacy infrastructure business (“Legacy”, “Legacy Business””) that consists of trading, real-estate management, and heavy equipment leasing is one operating and reportable segment.  The other is the pharmaceutical segment that did not have revenue for the quarter ended December 31, 2017.

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The following provides information required by ASC 280-10-50-38. Entity-Wide Information.

1) The table below shows revenue reported by product and service: 

		Three months ended December 31,								Nine months ended December 31,
		2017				2016				2017				2016
Pharmaceutical Business
Revenue		$	-			$	-			$	-			$	-
Operating income/(Loss)			(422,706	)			(243,917	)			(957,870	)			(711,950	)
Net Profit/(Loss)			(483,054	)			(285,592	)			(1,103,372	)			(838,774	)
Legacy Business
Revenue		$	762,009			$	249,801			$	1,050,582			$	487,364
Operating income/(Loss)			(50,668	)			(142,195	)			(117,251	)			(607,339	)
Net profit/(Loss)			(49,527	)			174,031				(107,619	)			(270,827	)

2(a) The following table presents revenue by geographic area as determined by where the customer is serviced:

		Three months ended December 31,								Nine months ended December 31,
		2017				2016				2017				2016
India		$	149,310			$	(15,886	)		$	382,580			$	103,132
Hong Kong			585,884				213,117				585,884				213,117
Malaysia			26,815				52,570				82,118				171,115
Total		$	762,009			$	249,801			$	1,050,582			$	487,364

In 2016 December Quarter, revenue of Techni Bharti Private Limited (IGC’s India- based subsidiary) is re-classified as other income.

2(b) The following table presents long-lived assets by geographic area:

		As of December, 30
		2017				2016
India		$	5,771,338			$	5,790,817
USA			2,090,978				3,334,509
Malaysia			248,023				207,427
Total		$	8,110,339			$	9,332,753

2(c) The table below shows nine-month revenue reported by product and service for the period ended December 31, 2017:

Product & Service		Amount				% on total revenues
Trading		$	874,099				83	%
Real Estate		$	82,118				8	%
Rental		$	94,365				9	%
TOTAL		$	1,050,582				100	%

NOTE 21 – CERTAIN AGED RECEIVABLES

The receivable and other assets as of December 31, 2017 and March 31, 2017, include certain aged receivables in the amount of $437,571. The aged receivables are due from the Cochin International Airport. Cochin International Airport is partially owned by the State Government of Kerala. The receivables have been due for periods in excess of one year as of December 31, 2017. These receivables are included in accounts receivable and have been classified as current because the arbitration process has concluded, and ruling was given in our favor. The Company continues to carry the full value of the receivables without interest and without any impairment, because the Company believes that there is minimal risk that this organization will become insolvent and unable to make payment.

NOTE 22 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS

SEGMENT INFORMATION

FASB ASC 280, “Segment Reporting,” establishes standards for reporting information about reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group (CODM), in deciding how to allocate resources and in assessing performance. The fair valueCODM evaluates revenues and gross profits based on product lines and routes to market. Based on our integration and Management strategies, we operate in two reportable segments, the (i) Infrastructure segment and (ii) Life Sciences segment.

The Company’s CODM is the Company’s Chief Executive Officer (CEO). The CEO reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance. Therefore, and before our Life Sciences segment started, the Company determined that it operated in a single operating and reportable segment. As of the Company’s current assetsdate of this report and current liabilities approximate their carrying value becausein preparation for the new and different source of their short-term nature.  Such financial instruments are classified as currentrevenue, the Company has determined that it operates in two operating and are expectedreportable segments, the (a) Infrastructure segment and (b) Life Sciences segment. The Company does not include intercompany transfers between segments for Management reporting purposes.

The following provides information required by ASC 280-10-50-38 “Entity-wide Information”:

1)

The table below shows revenue reported by segment:

		(in thousands) Three months ended September 30, 2023 ($)				(in thousands) Three months ended September 30, 2022 ($)				(in thousands) Six months ended September 30, 2023 ($)				(in thousands) Six months ended September 30, 2022 ($)
Infrastructure segment			-				7				166				17
Life Sciences segment
Wellness and lifestyle			69				150				113				230
White labeling services			222				45				567				167
Total			291				202				846				414

For information on revenue by product and service, refer to be liquidated withinNote 2, “Summary of Significant Accounting Policies”.

2) The table below shows the next twelve months.
revenue attributed to the country of domicile (U.S.) and foreign countries. Revenue is generally attributed to the geographic location of customers:

				(in thousands)
Segments		Country		Three months ended September 30, 2023 ($)				Six months ended September 30, 2023 ($)
Asia		India			-				166
America		U.S.			291				680
Total					291				846

				(in thousands)
Segments		Country		Three months ended September 30, 2022 ($)				Six months ended September 30, 2022 ($)
Asia		India			7				17
America		U.S.			195				397
Total					202				414

 | September 30, 2023, Form 10-Q

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3) The table below shows the non-current assets other than financial instruments held in the country of domicile (U.S.) and foreign countries.

		(in thousands)
Nature of assets		USA (Country of Domicile) ($)				Foreign Countries (India, Hong Kong, and Colombia) ($)				Total as of September 30, 2023 ($)
Intangible assets, net			1,181				-				1,181
Property, plant, and equipment, net			3,855				4,092				7,947
Claims and advances			588				410				998
Operating lease asset			247				16				263
Total non-current assets			5,871				4,518				10,389

		(in thousands)
Nature of assets		USA (Country of Domicile) ($)				Foreign Countries (India, Hong Kong, and Colombia) ($)				Total as of March 31, 2023 ($)
Intangible assets, net			1,170				-				1,170
Property, plant, and equipment, net			4,074				4,139				8,213
Claims and advances			585				418				1,003
Operating lease asset			298				28				326
Total non-current assets			6,127				4,585				10,712

NOTE 17 – SUBSEQUENT EVENTS

●

On October 8, 2023, the European Intellectual Property Office issued a patent (#3193862) to the Company titled “CANNABINOID COMPOSITION AND METHOD FOR TREATING PAIN”. The granted patent introduces a pioneering method for treating pain in humans. Utilizing a cream base infused with a unique blend of cannabinoids, including tetrahydrocannabinol (THC) and cannabidiol (CBD), alongside other compounds, this revolutionary cream or gel is designed for transdermal absorption. It interacts harmoniously with the peripheral nervous and immune systems, delivering effective pain relief without psychotropic or adverse side effects.

●

On October 27, IGC Pharma, Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $60 million (“Shares”), subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the Sales Agreement (the “Offering”). Prior to entering into the Sales Agreement with A.G.P./Alliance Global Partners, the Company terminated the Sales Agreement dated January 13, 2021, with The Benchmark Company.

 | September 30, 2023, Form 10-Q

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Item 2. Management’sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussionpurpose of this Management’s Discussion and analysisAnalysis (“MD&A”) is to provide an understanding of ourIGC Pharma, Inc.’s (“IGC,” the “Company,” “we,” “our,” and/or “us”) consolidated financial condition and results of operations and cash flows. The MD&A should be read in conjunction with our unaudited condensed financial statements and related notes that appear elsewhere in this Quarterly Report on Form 10-Q for the three months and six months ended September 30, 2023, and the Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the SEC on July 14, 2017.  In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our7, 2023 (the “2023 Form 10-K”). The Company’s actual results could differ materially from those discussed in the forward-looking statements.here. Factors that could cause or contribute to these differences include those discussed in the “Forward-Looking Statements” and “Risk Factors” sections and discussed elsewhere in this report. The risks and uncertainties can cause actual results to differ significantly from those in our Annual Reportforward-looking statements or implied in historical results and trends. Accordingly, we caution readers not to place undue reliance on Form 10-K filedany forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as expressly required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those outlined in the forward-looking statements.

Overview

IGC Pharma is a clinical-stage pharmaceutical company developing novel therapies for Alzheimer’s disease and conditions related to the central nervous system. The company is pursuing five assets: IGC-AD1, TGR-63, LMP, IGC-1C, and IGC-M3, all of which target Alzheimer’s disease and are at various stages of development.

Our most clinically advanced investigational new drug for Alzheimer’s, IGC-AD1, has shown significant promise in preclinical studies. In Alzheimer’s cell lines, IGC-AD1 has demonstrated the potential to effectively suppress or ameliorate two key hallmarks of Alzheimer’s disease: plaques and tangles. In animal models, it has shown effectiveness in improving memory. Furthermore, in a Phase 1 multiple ascending dose (MAD) trial, it exhibited potential efficacy in reducing neuropsychiatric symptoms, including agitation, anxiety, and depression. IGC-AD1 is currently in a Phase 2B, multi-center, randomized, double-blind, placebo-controlled trial, specifically designed to address agitation in dementia from Alzheimer’s disease (clinicaltrials.gov, NCT05543681). This condition affects more than 10 million individuals in North America and Europe. The trial is being conducted at 10 sites in the US and Canada.

Our portfolio includes four other small molecule assets, each at distinct stages of development, all with a singular mission — to transform the landscape of Alzheimer's treatment. LMP targets neuroinflammation, Aβ plaques, and neurofibrillary tangles, TGR-63 targets Aβ plaque, where we seek to disrupt the progression of Alzheimer's disease. IGC-M3 targets the inhibition of Aβ plaque aggregation with the SECpotential to create a profound impact on July 14, 2017, including the risk factors set outearly-stage Alzheimer’s. IGC-1C targets tau and neurofibrillary tangles, IGC-1C represents a forward-thinking approach to Alzheimer's therapy.

Furthermore, IGC controls a total of 36 patent filings. IGC maintains a state-of-the-art manufacturing facility in Item 1A therein.  Therefore, the financial statements includedWashington State, which is poised for potential use in this Report should be read in conjunction with the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on July 14, 2017.

Company Background

IGC has two linesa Phase 3 trial and commercialization of business.  The first is a legacy infrastructure business, which consists of heavy equipment rental, trading infrastructure related commodities,IGC-AD1. In Bogota, Colombia, we also operate an R&D laboratory and real estate management.  The second is a cannabis pharmaceutical businessan internal Contract Research Organization (CRO) that has developed a lead product, Hyalolex, for treating patients diagnosed with Alzheimer’s disease.provides clinical trial services. The Company recently announced that it is workingactively expanding its technological capabilities with a primary focus on using blockchainGenerative Artificial Intelligence (AI) to address issues specificenhance various aspects of operations including clinical research and clinical trials. Our company is investing in and driving AI development with a strong focus on transforming our approach, gaining insights, and increasing cost efficiencies. Our AI initiatives are centered on informing clinical trials, developing a methodology for early detection of Alzheimer’s, and investigating the interaction of pharmaceuticals with cannabinoids.

Collectively, these core assets and initiatives underscore our commitment to advancing the cannabis industry including transactional difficulties, product labeling, product identification assurance (PIA),field of pharmaceuticals, delivering groundbreaking treatments, and product origin assurance (POA).creating lasting value for our investors. We remain steadfast in our pursuit of excellence and our mission to improve the lives of those affected by Alzheimer’s and related conditions.

Business Strategy

Our long-term goalmanufacturing facility is also utilized to establishproduce women’s wellness products under the brand “Holief.” IGC as a specialty-pharmaceutical provider of phytocannabinoid-based pharmaceutical and Complimentary Alternative Medicine (“CAM”, “nutraceutical”) products and grow our trading in business in South Asia.  Our short-term goalPharma is to conduct human and veterinarian medical trials on our four product candidates.  Our medium-term goal is to market CAM based therapies through joint ventures and partnerships.

Business Organization

We are a Maryland corporation formedestablished in April 2005.  In2005 with a fiscal year ending on March 2006, we completed an initial public offering31, spanning a 52- or 53-week period. The company operates in two primary business segments: Life Sciences and Infrastructure.

Life Sciences Segment

Pharmaceutical: Since 2014, the Company has focused primarily on the potential uses of our common stock.  Our principal officephytocannabinoids, in combination with other compounds, to treat multiple diseases, such as Alzheimer’s disease. As a company engaged in the U.S. is in Bethesda Maryland, in additionclinical-stage pharmaceutical industry, we have a facility in Washington State. Our back office is located in Kochi, Kerala India. In addition, manyfocus our research and development efforts, subject to results of our staff and advisors work from their home offices. We maintain a website at http://www.igcinc.us, www.igcpharma.com and www.hyalolex.com and our telephone number is +1-301-983-0998. The information containedfuture clinical trials, on our website is not incorporated by reference in this report, and you should not consider it a part of this report.  As of December 31, 2017, our operational subsidiaries are located in India, Hong Kong and Malaysia.  Our filings are available on www.sec.gov.

Products

Cannabinoids are chemical compoundsseeking pharmaceutical solutions that exert a range of effects on the body, including impacting the immune response, gastrointestinal maintenance and motility, muscle functioning, and nervous system response and functioning. Phytocannabinoids are cannabinoids that occur naturally in the cannabis plant, they are abundant in the viscous resin produced by glandular structures called trichomes. There are over 480 different compounds in the cannabis plant.  Many of them have been identified as cannabinoids. Of these THC (delta-9-tetrahydrocannabinol) is the main psychoactive component (“high”) in the plant with many therapeutic uses.  The other broadly pursued non-psychoactive phytocannabinoid, CBD (Cannabidiol), is pleiotropic influencing many pathways in humans, dogs, and cats and may be used to provide relief to a variety of symptoms including pain, seizures, and eating disorders.

The Company is focused on four products that it is preparing for pre-clinical trials: Natrinol is a natural substitute for Marinol, or synthetic THC. This product is aimed at relieving nausea, vomiting and increasing appetite in patients with AIDS and Cancer.  Caesafin uses combination therapy toa) alleviate seizures in dogs and cats.  Serosapse addresses several end points in Parkinson’s disease including Rapid Eye Movement (REM) sleep disorder, anxiety, and dyskinesia. Hyalolex is aimed at reducing the buildup of plaques, tangles and relieve several other endneuropsychiatric symptoms such as agitation, anxiety, sleep disorder and agitationdepression associated with dementia in patients diagnosed withAlzheimer’s disease; and b) halt the onset, progression, or cure Alzheimer’s disease.  We expect to launch Hyalolex in select medical dispensaries in medical cannabis states in the U.S. in early 2018.

 | September 30, 2023, Form 10-Q

Services

The Company trades commodities, provides real estate management, and rents heavy equipment.  The heavy equipment rental business is based in India.  The commodity trading business is based in India and Hong Kong.  The real estate management business is based in Malaysia.  This business is our main sources of revenue.  In each case we have less than 1% of the market.

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Patents, Development Pipeline,

Currently, IGC-AD1 is in a Phase 2B safety and Licensesefficacy clinical trial for agitation in dementia from Alzheimer’s (clinicaltrials.gov, NCT05543681). The progress we are making in the clinical trial, gives us confidence in the potential of IGC-AD1 as a potentially groundbreaking therapy, with the potential to treat Alzheimer’s and to manage devastating symptoms that separate families, increase admissions to nursing homes, and drive the cost of Alzheimer’s care, although there can be no assurance.

Although there can be no assurance, we believe that additional investment in clinical trials, research, and development (R&D), facilities, marketing, advertising, AI and acquisition of complementary products and businesses supporting our Life Sciences segment will be critical to the Company believesdevelopment and delivery of innovative products and positive patient and customer experiences. We hope to leverage our R&D and intellectual property to develop ground-breaking, science-based products that are proven effective through planned pre-clinical and clinical trials. Although there can be no assurance, we believe this strategy has the registrationpotential to improve existing products and lead to the creation of patentsnew products, which, based on scientific study and research, may offer positive results for the management of certain conditions, symptoms, and side effects.

While the bulk of our medium and longer-term focus is on clinical trials and getting IGC-AD1 into an FDA-approved drug, our shorter-term strategy is to use our resources to provide white-label services and market Holief™. We believe this may provide us with several profit opportunities, although there can be no assurance of such profit opportunities.

Over-the-Counter Products:

We have created a women’s wellness brand, Holief™, available through online channels that are compliant with relevant federal, state, and local laws and regulations. Holief™ is an importantall-natural, non-GMO, vegan, line of over-the-counter (OTC) products aimed at treating menstrual cramps (dysmenorrhea) and premenstrual syndrome (PMS). The products are available online and through Amazon and other online channels. In addition, we sell our product formulations to other companies that market them under their brand. This is the white label part of its business strategythe OTC business.

Contract Research Organization (CRO) and its success dependsClinical Trial Software:

The IGC-Pharma Electronic Data Capture system (IGC-EDC) is a secure and user-friendly data management software designed to collect clinical trial data in partelectronic format. The software incorporates rigorous security measures that help IGC to protect data and ensure compliance with regulatory requirements and industry standards. This format is designed for our clinical trials, especially our Phase 2 trial. The EDC system is designed to store and organize handwritten source documents, including medical history, concomitant medications, laboratory results, neuropsychiatric scales scores, adverse events, vital signs, safety calls, demographics, among others. The system allows users to generate data reports that will be used for data analysis and generate computational models to simulate the effects of our investigational drug IGC-AD1 on such registration,participants’ outcomes. At IGC Pharma, we recognize the Company cannot guaranteesignificance of operational excellence and cost management in clinical trials. One major cost driver in conducting trials is the expense associated with engaging CROs. These costs can significantly impact on the overall budget of a trial. To address this challenge and optimize trial costs, we have established an internal CRO, including proprietary software that such patent filingswe believe sets us apart from the traditional approach of outsourcing. We believe this strategic move will result in a successful registrationenable us to reduce the costs associated with the USPTO.  Please see risk factors.

We have filed six provisional patents with the United States Patent and Trademark Office (“USPTO”), in the phytocannabinoid-based combination therapy space, for the indications of pain, medical refractory epilepsy, and cachexia. In addition, in May 2017, we acquired an exclusive licenseclinical trials compared to a patent filed byrelying on external CROs, although there can be no assurance.

On July 21, 2023, IGC Pharma and the University of South Florida Research Foundation entitled “THC asLos Andes (Faculty of Engineering) signed a Potential Therapeutic AgentMaster Cooperation Agreement, to conduct innovative research in AI applied to the pharmaceutical industry and to join efforts to create academic spaces that allow for Alzheimer’s Disease”.  The table below provides a statusgenerating research and development projects and innovation. This agreement will enable us to work closely with some of the patent filings:brightest minds in the field and develop innovative projects. We are excited to collaborate with the University of Los Andes and are committed to advancing the frontiers of science and technology together. We believe this overlay of Artificial Intelligence (AI) will help us simulate trial scenarios, generate new insights to facilitate improved decision-making, efficiently design our Phase 3 trial, provide advanced data analysis, and ultimately enhance the effectiveness and efficiency of our clinical trials, although there can be no assurance thereof. Our AI initiatives are centered on enhancing clinical trials, developing a methodology for early detection of Alzheimer’s, and investigating the interaction of pharmaceuticals with cannabinoids. By leveraging AI technology, we aim to accelerate progress in Alzheimer’s drug development and revolutionize the way we approach treatment. We believe that our commitment to advancing the field of AI in medicine creates a strategic advantage in the industry, although there can be no assurance thereof.

 | September 30, 2023, Form 10-Q

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Infrastructure Segment

The Company’s infrastructure business has been operating since 2008. It includes (i) execution of construction contracts and (ii) rental of heavy construction equipment.

Company Highlights for the Quarter ended September 30, 2023

Indication

●

The Company has increased its revenue by 44% compared to the same period in 2022. During the three months ended September 30, 2023, the Company generated $291thousand in revenue.

Provisional Filing ●

On July 21, 2023, IGC Pharma and the University of Los Andes (Faculty of Engineering) signed a Master Cooperation Agreement to conduct innovative research in AI applied to the pharmaceutical industry and to join efforts to create academic spaces that allow for generating research and development projects and innovation.

	PCT Filing ●		Subsequent Activity
Pain (IGC-501)		9/16/14		9/16/15		US National Case Filed – 6/15/16
Seizures (IGC-502)		6/15/15		6/14/16		US National Case Filed – 6/15/16
Seizures (IGC-503)		4/1/15		4/1/16		PCT Application Published- 10/6/16
Eating Disorders (IGC-504)		8/12/15		8/11/16		US On July 11, 2023, the Canadian Intellectual Property Office issued a patent (#2,961,410) to the Company titled “CANNABINOID COMPOSITION AND METHOD FOR TREATING PAIN”. The patent relates to compositions and National Filing Anticipated 2/12/18
Seizures (IGC-505)		6/15/16		6/15/16		US National Filing Anticipated 12/15/18
Eating Disorders (IGC-506)		2/28/17		Anticipated- 2/28/18		USmethods for treating multiple types of seizure disorders in humans using a combination of cannabinoids with other compounds. Subject to further research and National Filing Anticipated 8/28/19
Alzheimer’s (IGC-AD1)		7/30/2015		Anticipated -2018		USstudy, the combination may be used for relieving pain in patients with psoriatic arthritis, fibromyalgia, scleroderma, shingles, and National Filing Anticipated in 2018related pain-generating conditions.

For more in-depth information regarding our industry, products, services

Business Strategy

The Life Sciences business strategy includes:

1.

Subject to FDA approval, developing IGC-AD1 as a drug for treating agitation in dementia due to Alzheimer’s and investigating and developing TGR-63, LMP, IGC-1C and IGC -M3 for the potential treatment of Alzheimer’s disease.

2.

Marketing HoliefTM and formulations.

We believe developing a drug for both symptom and corporate history, please referdisease-modifying agents has less risk due to the Company’s Annual Report onneed for expensive multi-year trials. However, there is considerable upside and significant value creation to the extent we obtain a first-in-class advantage, of which there can be no assurance. If we were to obtain a first-in-class advantage, such an advantage could result in significant growth if and when an approved drug such as IGC-AD1 launches.

We believe that additional investment in clinical trials, AI, research and development (R&D), facilities, marketing, advertising, and acquisition of complementary products and businesses will be critical to the ongoing growth of the Life Sciences segment. Although there can be no assurance, we believe these investments will fuel the development and delivery of innovative products that drive positive patient and customer experiences. We hope to leverage our R&D and intellectual property to develop ground-breaking, science-based products that are proven effective through clinical trials, subject to FDA approval. Although there can be no assurance, we believe this strategy can improve our existing products and lead to the creation of new products that can provide treatment options for multiple conditions, symptoms, and side effects.

 | September 30, 2023, Form 10-K filed with the SEC on July 14, 2017.10-Q

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Results of Operations

for the Three Months ended December 31, 2017 Compared to Three Months ended December 31, 2016Ended

September 30, 2023, and September 30, 2022

Revenue - Total revenue was $762,009

The historical results presented below are not necessarily indicative of the results that may be expected for any future period. The following table presents an overview of our results of operations for the three months ended December 31, 2017 asSeptember 30, 2023, and September 30, 2022:

Statement of Operations (in thousands, unaudited)

		Three months ended September 30,
		2023 ($)				2022 ($)				Change ($)				Percent Change
Revenue			291				202				89				44	%
Cost of revenue			(117	)			(67	)			(50	)			75	%
Gross profit			174				135				39				29	%
Selling, General and Administrative expenses			(1,397	)			(1,855	)			458				(25	)%
Research and development expenses			(1,268	)			(768	)			(500	)			65	%
Operating loss			(2,491	)			(2,488	)			(3	)			-	%
Other income, net			40				46				(6	)			(13	)%
Loss before income taxes			(2,451	)			(2,442	)			(9	)			-	%
Income tax expense/benefit			-				-				-				-
Net loss			(2,451	)			(2,442	)			(9	)			-	%

Revenue – During the three months ended September 30, 2023, the Company generated approximately $291 thousand in revenue, representing an increase of approximately $89 thousand, or 44%, compared to $249,801the approximately $202 thousand recorded during the three months ended September 30, 2022. The primary source of revenue in both quarters was from the Life Sciences segment, encompassing the sales of our formulations as white-labeled manufactured products and sales of branded holistic women’s health care products, among others. The Infrastructure segment revenue was nil and approximately $7 thousand for the three months ended December 31, 2016.  In the three-month period ended December 31, 2016, the revenue consisted of trading, real estate management,September 30, 2023, and rental of heavy equipment. The increase in revenue during the same period in 2017 is from an increase in the volume and underlining commodity involved in the trading.  In December 2016 most of the revenue came from trading electronics and in 2017 from trading commodities related to infrastructure.September 30, 2022, respectively.

Cost of Revenue (excluding depreciation) revenue– Cost of revenue amounted to approximately $117 thousand for the three months ended December 31, 2017 was $723,062 asSeptember 30, 2023, compared to $121,829$67 thousand in the three months ended September 30, 2022, this represents gross margins of 60% to 67%, respectively. The cost of revenue is primarily attributable to the cost of raw materials, labor, and other direct overheads required to produce our products in the Life Science segment. Typically, the gross margin in the Life Sciences business will fluctuate from one quarter to another based on the mix within the Life Science business between white label, private label, and branded products. There is insufficient revenue to model or project gross margins.

Selling, General and Administrative expenses (“SG&A”) – SG&A expenses primarily encompass various costs such as employee-related expenses, sales commissions, professional fees, legal fees, marketing expenses, other corporate expenses, allocated general overhead, provisions, depreciation, and write-offs related to doubtful accounts and advances. During the three months ended September 30, 2023, SG&A expenses decreased by approximately $458 thousand or 25% to approximately $1.4 million, from approximately $1.9 million recorded for the three months ended December 31, 2016.September 30, 2022. The increasedecrease in cost of revenue stems from an increaseSG&A expenses is attributed to a decrease in the volume of business as reflected in the revenueoperational and is related to tradingcorporate expenses.

Research and real estate and rental business.

Selling, General and Administrative - Selling, general and administrativeDevelopment expenses – R&D expenses were $507,332attributed to our Life Sciences segment. The R&D expenses increased by approximately $500 thousand or 65% to $1.3 million during the three months ended September 30, 2023, from approximately $768 thousand for the three months ended December 31, 2017September 30, 2022. The increase is primarily attributable to the progression of Phase 2 trials on IGC-AD1 and pre-clinical studies on the other small molecule assets. Although there can be no assurance,we anticipate increased R&D expenses as compared to $322,891the development of our other small molecule assets targeting Alzheimer’s and the Phase 2B trial on Alzheimer’s expand.

Other income, net – Other net income decreased by approximately $6 thousand or 13% during the three months ended September 30, 2023. The total other income for the three months ended December 31, 2016.  MostSeptember 30, 2023, and 2022, is approximately $40 thousand and $46 thousand, respectively. The component of the expenses are public-company related expenses, including legal fees.

Depreciation – The depreciation expense was approximately $4,989 in the three months ended December 31, 2017 as compared to $196,103 in the three months ended December 31, 2016.  The decrease in depreciation isother income typically includes interest and rental income, dividend income, profits from the curtailmentsale of the iron-ore mining business in China.

Interest and other financial expenses – The interest expense and other financial expenses for the three months ended December 31, 2017 were approximately $60,527 as compared to approximately $46,465 for the three months ended December 31, 2016.  Most of the interest is paid with common shares of the Company and is therefore non-cash.

Interest Income and Other income/(loss) – Interestassets, unrealized gains from non-debt investments, net income, and income from the sale of scraps. These sources contribute to the overall other income was $1,090 forgenerated by the three-month period ended December 31, 2017 as compared to $359,104 in December 31, 2016. Other income includes the rent of apartment owned by one of the subsidiaries and the income by supply of skilled operators for the heavy equipment rental business.Company.

 | September 30, 2023, Form 10-Q

Consolidated Net Income/(loss) – In the three months ended December 31, 2017, the Company reported a GAAP net loss of $532,581 and a GAAP EPS loss of $0.02 compared to a GAAP net loss of $111,561 and a GAAP EPS loss of $0.00 for the three months ended December 31, 2016.   

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Nine

Results of Operations for the Six Months Ended September 30, 2023, and September 30, 2022

The historical results presented below are not necessarily indicative of the results that may be expected for any future period. The following table presents an overview of our results of operations for the six months ended December 31, 2017 Compared to Nine MonthsSeptember 30, 2023, and September 30, 2022:

Statement of Operations (in thousands, unaudited)

		Six months ended September 30,
		2023 ($)				2022 ($)				Change ($)				Percent Change
Revenue			846				414				432				104	%
Cost of revenue			(417	)			(137	)			(280	)			204	%
Gross profit			429				277				152				55	%
Selling, General and Administrative expenses			(3,044	)			(3,405	)			361				(11	)%
Research and development expenses			(2,015	)			(2,162	)			147				(7	)%
Operating loss			(4,630	)			(5,290	)			660				(12	)%
Other income, net			104				63				41				65	%
Loss before income taxes			(4,526	)			(5,227	)			701				(13	)%
Income tax expense/benefit			-				-				-				-
Net loss			(4,526	)			(5,227	)			701				(13	)%

Revenue – Revenue was approximately $846 thousand and $414 thousand for the six months ended December 31, 2016

September 30, 2023, and September 30, 2022, respectively. Revenue - Totalin both quarters was primarily derived from our Life Sciences segment, which involved providing white-label manufactured products and sales of holistic women’s health care products, among others. The Infrastructure segment revenue was $1,050,582approximately $166 thousand and $17 thousand for the ninesix months ended December 31, 2017 as compared to $487,364 for the nine months ended December 31, 2016.  In the nine-month period ended December 31, 2016, the revenue consisted of trading, real estate managementSeptember 30, 2023, and rental of heavy equipment.September 30, 2022, respectively. The increase in 2017 isrevenue derived from an increasethe Infrastructure segment relates to the completion of a construction contract. The Company remains committed to its current strategy of driving sales in formulations both as branded and white-labeled products in the volume of business.Life Science segment.

Cost of Revenue (excluding depreciation) revenue– Cost of revenue amounted to approximately $417 thousand for the ninesix months ended December 31, 2017 was $893,113 asSeptember 30, 2023, compared to $276,418 for$137 thousand in the ninesix months ended December 31, 2016.September 30, 2022, this represents gross margins of 51% and 67%, respectively. The increase in cost of revenue stems from an increaseis primarily attributable to the cost of raw materials, labor, and other direct overheads required to produce our products in the volumeLife Science segment. The decrease in gross margin is reflective of business as reflecteda change in the increasemix of revenue between Infrastructure and Life Science. Typically, the gross margin in revenuethe Life Sciences business, while higher than in the infrastructure, will fluctuate from one quarter to another based on the mix within the Life Science business between white label, private label, and is related to the trading, real estate and rental business.branded products.

Selling, General and Administrative - Selling, general and administrativeexpenses – SG&A expenses were $1,217,293approximately $3 million and $3.4 million for the ninesix months ended December 31, 2017 as comparedSeptember 30, 2023, and September 30, 2022, respectively. The decrease of $361 thousand is attributed to $959,693a decrease in operational and corporate expenses. SG&A expenses consist primarily of employee-related expenses, sales commission, professional fees, legal fees, marketing, other corporate expenses, allocated general overhead and provisions, depreciation, and write-offs relating to doubtful accounts, and advance, if any.

Research and Development expenses – R&D expenses were attributed to our Life Sciences segment. The R&D expenses decreased by approximately $147 thousand or 7% to $2 million during the six months ended September 30, 2023, from approximately $2.1 million during the six months ended September 30, 2022. The decrease is primarily attributable to the reduction of non-cash expenses due to achievement of performance-based milestone.

Other income, net – Other net income increased by approximately $41 thousand or 65% during the six months ended September 30, 2023. As a result, the total other income for the ninesix months ended December 31, 2016.  Most ofSeptember 30, 2023, and 2022 is approximately $104 thousand and $63 thousand, respectively. The increase in other income for the expenses are public-company related expenses, including legal fees.

Depreciation – The depreciation expense was approximately $15,297 in the ninesix months ended December 31, 2017 as comparedSeptember 30, 2023, is attributable to $391,617 in the nine months ended December 31, 2016.  The decrease in depreciation isprofit from the curtailmentsale of the iron-ore mining business in China.

Interest and other financial expenses – The interest expense and other financial expenses for the nine months ended December 31, 2017 were approximately $145,905 as compared to approximately $136,421 for the nine months ended December 31, 2016.  Most of the interest is paid with common shares of the Company and is therefore non-cash.

Interest Income and Other income/(loss) – Interest income and other income was $9,401 for the nine-month period ended December 31, 2017 as compared to $372,957 in December 31, 2016.assets. Other income includes interest and rental income, dividend income, profit from the rentsale of apartment ownedassets, unrealized gains from investments, net income, and income from scrap sales.

 | September 30, 2023, Form 10-Q

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Liquidity and Capital Resources

Our sources of liquidity are cash and cash equivalents, funds raised through the ATM offering, cash flows from operations, short-term and long-term borrowings, and short-term liquidity arrangements. The Company continues to evaluate various financing sources and options to raise working capital to help fund current research and development programs and operations. The Company does not have any material long-term debt, capital lease obligations, or other long-term liabilities except as disclosed in this report. Please refer to Note 12, “Commitments and contingencies,” and Note 11, “Loans and Other Liabilities,” in Item 1 of this report for further information on Company commitments and contractual obligations.

On June 30, 2023, the Company signed the Master Loan and Security Agreement (the “Credit Agreement”) with O-Bank, CO., LTD. pursuant to which the Company may borrow up to $12 million. Additionally, the Company sold 10 million shares of common stock for $3 million pursuant to an SPA with Bradbury Asset Management and three unrelated investors. These measures have been taken to address ongoing liquidity requirements and ensure the Company’s ability to sustain its operations. Moreover, the Company plans to raise additional funds through private placement and ATM offerings, subject to market conditions, although there can be no assurance that such financing efforts will be successful.

The Credit Agreement matures on June 30, 2024, with an option to renew. Borrowings under the Credit Agreement will bear interest, calculated according to the interest rate mentioned in the Certificate of Deposit (as defined in the Credit Agreement), as the case may be, plus an applicable margin of 1%, and the Company shall bear the tax. Interest is due and payable in full by onethe Company on the last business day of each interest period. As of September 30, 2023, the entire amount of $12 million remains unused.

On October 27, IGC Pharma, Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $60 million (“Shares”), subject to certain limitations on the amount of Common Stock that may be offered and sold by the Company set forth in the Sales Agreement (the “Offering”). Prior to entering into the Sales Agreement with A.G.P./Alliance Global Partners, the Company terminated the Sales Agreement dated January 13, 2021, with The Benchmark Company.

The Company expects to raise further capital for its research and development initiatives as and when it is able to do so, but there can be no assurance thereof. In addition, there can be no assurance of the subsidiariesterms thereof, and any subsequent equity financing sought may have dilutive effects on our current shareholders. While there is no guarantee that we will be successful, we are applying to non-dilutive funding opportunities such as Small Business Research and Development programs. In addition, subject to limitations on the income by supplyamount of skilled operatorscapital that can be raised, the Company expects to utilize its shelf registration on a statement on Form S- 3 to raise capital through at-the-market offerings or otherwise.

Please refer to Item 1A. “Risk Factors” of our Form 10-K for the heavy equipment rental business.

Consolidated Net Income/(loss) – Infiscal year ended March 31, 2023, for further information on the ninerisks related to the Company.

		(in thousands, unaudited)
		As of September 30, 2023 ($)				As of March 31, 2023 ($)				Change				Percent Change
Cash and cash equivalents			3,026				3,196				(170	)			(5	)%
Working capital			4,011				4,568				(557	)			(12	)%

Cash and cash equivalents

Cash and cash equivalents decreased by approximately $170 thousand to $3 million in the six months ended DecemberSeptember 30, 2023, from $3.2 million as of March 31, 2017,2023, a decrease of approximately 5%.

 | September 30, 2023, Form 10-Q

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Summary of Cash flows

		(in thousands, unaudited)
		Six months ended September 30,												Percent
		2023				2022				Change				Change
Cash used in operating activities			(3,086	)			(3,882	)			796				(21	)%
Cash provided by investing activities			67				24				43				179	%
Cash provided by financing activities			2,858				101				2,757				2,730
Effects of exchange rate changes on cash and cash equivalents			(9	)			(80	)			71				89	%
Net decrease in cash and cash equivalents			(170	)			(3,837	)			3,667				(96	)%
Cash and cash equivalents at the beginning of period			3,196				10,460				(7,264	)			(69	)%
Cash and cash equivalents at the end of the period			3,026				6,623				(3,597	)			(54	)%

Operating Activities

Net cash used in operating activities for the Company reportedsix months ended September 30, 2023, was approximately $3.1 million. It consists of a GAAP net income loss of $1,210,991approximately $4.5 million, a positive impact on cash due to non-cash expenses of approximately $1.1 million, and a GAAP EPSpositive change in operating assets and liabilities of approximately $272 thousand. Non-cash expenses consist of an amortization and depreciation charge of approximately $313 thousand, stock-based expenses of approximately $907 thousand, and an approximately $52 thousand decrease in other non-cash items. In addition, changes in operating assets and liabilities had a positive impact of approximately $272 thousand on cash, of which approximately $30 thousand is due to a decrease in accounts receivables, approximately $19 thousand increase in accounts payable, approximately $185 thousand increase in accrued and other liabilities and approximately $98 thousand increase in other net current assets and liabilities.

Net cash used in operating activities for the six months ended September 30, 2022, was approximately $3.8 million. It consists of a net loss of $0.04 comparedapproximately $5.2 million, a positive impact on cash due to non-cash expenses of approximately $2.2 million, and a negative change in operating assets and liabilities of approximately $808 thousand. Non-cash expenses consist of an amortization/depreciation charge of approximately $332 thousand, stock-based expenses of approximately $1.8 million, and net loss on the sale of a fixed asset of approximately $45 thousand. In addition, changes in operating assets and liabilities had a negative impact of approximately $808 thousand on cash, of which approximately $65 thousand is due to a GAAPdecrease in accounts receivables, approximately $524 thousand decrease in accounts payable, and approximately $219 thousand decrease in other net income loss of $1,109,601current assets and a GAAP EPS loss of $0.04liabilities.

Investing Activities

Net cash provided by investing activities for the ninesix months ended December 31, 2016.   September 30, 2023, was approximately $67 thousand, which comprised of expenses of approximately $48 thousand for the acquisition filing expenses related to intellectual property, approximately $13 thousand for the net purchase of property, plant, and equipment and approximately $128 thousand of investment in marketable securities.

Net cash provided by investing activities for the six months ended September 30, 2022, was approximately $24 thousand, which comprised proceeds from the sale of property, plant, and equipment of approximately $277 thousand, adjusted with cash expenses of approximately $60 thousand for the acquisition and filing expenses related to patents and approximately $193 thousand of a short-term investment.

Financing Activities

Net cash provided by financing activities was approximately $2.8 million for the six months ended September 30, 2023, which is comprised of net proceeds from issuance of equity stock of approximately $2.8 million and re-payment of the loan of approximately $2 thousand.

Net cash provided by financing activities from the issuance of equity stock through our 2021 ATM offering, net of all expenses related to the issuance of stock, was approximately $101 thousand and re-payment of the loan of approximately $2 thousand for the six months ended September 30, 2022.

 | September 30, 2023, Form 10-Q

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Off-Balance Sheet Arrangements

We do not have any undisclosed investmentsoutstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions, or foreign currency forward contracts. Furthermore, we do not have any retained or contingent interest in special purpose entitiesassets transferred to an unconsolidated entity that serves as credit, liquidity, or undisclosed borrowingsmarket risk support to such entity. We do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk, or debt.

Liquiditycredit support to us or that engages in leasing, hedging, or research and Capital Resources

This liquidity and capital resources discussion compares the consolidated company financial position for the nine-month periods ended December 31, 2017 and 2016.

During the nine months ended December 31, 2017, cash used in operating activities was $973,336 compared to $483,068 used during the nine months ended December 31, 2016.

During the nine months ended December 31, 2017, $301,497 of cash was used in investing activities from continuing operations as compared to $270,694 used during the same period in 2016.

For the quarter ended December 31, 2017, our non-GAAP cash burn was approximately $360,279 after adjusting for $4,989 of depreciation, $48,000 of non-cash interest expenses and $119,313 for ESOP expenses.

 At the end of December 31, 2017, our cash and cash equivalents alongdevelopment services with restricted cash was $1,690,792 and working capital of $1,901,623. We currently have sufficient cash to further our patent portfolio, testing and commence marketing and licensing our Alzheimer’s product, one of the Company’s four cannabis-related medical products.us.

Critical Accounting Policies

While all accounting policies impact the financial statements, certain policies may be viewed as critical. Critical accounting policies are those that are both most important to the portrayal of financial condition and results of operations and that require management’s most subjective or complex judgments and estimates. Our management believes the policies that fall within this category are the policies on revenue recognition, accounting forinventory, accounts receivable, foreign currency translation, impairment of long-lived assets and investments, stock-based compensation, goodwill, and income taxes.

cybersecurity.

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Please see our disclosures onin Note 2 -– Summary of Significant Accounting Policies ofto the Notes to the unauditedUnaudited Condensed Consolidated Financial Statements in this report, in the Notes to the Audited Consolidated Financial Statements in the 2023 Form 10-K, as well as Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2023 Form 10-K, for a discussion of all our critical and significant accounting policies.

Recent Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASUs) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. Newly issued ASUs not listed are expected to have no impact on the Company’s consolidated financial position and results of operations because either the ASU is not applicable, or the impact is expected to be immaterial. Recent accounting pronouncements that may apply to us are described in Note 2, “Significant Accounting Policies” to the Notes to the Unaudited Condensed Consolidated Financial Statements in this report and Note 2 - Significant Accounting Policies ofin the Notes to the auditedAudited Consolidated Financial Statements in Part II of our Annual Report on2023 Form 10-K, filed with the SEC on July 14, 2017 for a discussion10-K.

 | September 30, 2023, Form 10-Q

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Table of all our significant accounting policies.Contents

Forward-Looking Statements and Important Factors

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements.  This report and the documents incorporated in this report by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additionally, we, or our representatives may, from time to time, make other written or verbal forward-looking statements and discuss plans, expectations and objectives regarding our business, financial condition and results of operations.  Without limiting the foregoing, statements that are in the future tense, and all statements accompanied by terms such as “believe,” “project,” “expect,” “trend,” “estimate,” “forecast,” “assume,” “intend,” “plan,” “target,” “anticipate,” “outlook,” “preliminary,” “will likely result,” “will continue” and variations of them and similar terms are intended to be “forward-looking statements” as defined by federal securities laws. We caution you not to place undue reliance on forward-looking statements, which are based upon assumptions, expectations, plans and projections. Forward-looking statements are based upon certain assumptions and subject to risks and uncertainties, including those identified in the “Risk Factors” included in our annual report on Form 10-K for the fiscal year ending March 31, 2017, filed with the SEC on July 14, 2017, and in the documents incorporated by reference that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements speak only as of the date when they are made.  Except as required by federal securities law, we do not undertake any obligation to update forward-looking statements to reflect events, circumstances, changes in expectations, or the occurrence of unanticipated events after the date of those statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Pursuant

Item 3 does not apply to Item 305(e) of Regulation S-K, the Company is not required to provide the information required by this Item as it isus because we are a “smallersmaller reporting company.”

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Management maintains disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to Management, including our Chief Executive Officer (our principal executive officer) and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

As

Our Management, including the Chief Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, management conducted anreport. Based on this evaluation, under the supervision and with the participation of itsour Chief Executive Officer (CEO) and its principal financial and accounting officer (PFAO), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934.  Based upon that evaluation, our CEO and PFAOPrincipal Financial Officer concluded that our disclosure controls and procedures arewere effective to ensurein ensuring that the information required to be disclosed in the reports filed or submitted by the Company in reportsus under the Exchange Act iswas recorded, processed, summarized and reported within the requisite time periods specified in the SEC rules and forms;forms and that such information was accumulated and communicated to the Company’s management,our Management, including its principal executive officerour Chief Executive Officer and principal financial officer,Principal Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There

Our Management, including our Chief Executive Officer and Principal Financial Officer, evaluated our “internal control over financial reporting” as defined in Exchange Act Rule 13a-15(f) to determine whether any changes in our internal control over financial reporting occurred during the three months ended September 30, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there were no changes in our internal controlscontrol over financial reporting during our fiscal quarterthe three months ended December 31, 2017 which were identified in conjunction with Management’s evaluation required by paragraph (d) of Rule 13a-15 and 15d-15 under the Exchange ActSeptember 30, 2023, that have materially affected or are reasonably likely to materially affect our internal controlscontrol over financial reporting.

 | September 30, 2023, Form 10-Q

Limitations on the Effectiveness of Disclosure Controls and Procedures

Our management, including our CEO and PFAO, do not expect that our internal control over financial reporting will prevent all errors and all fraud.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are no material

The Company may be involved in legal proceedings, claims, and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.

As of September 30, 2023, the Company and one of its officers are parties to the following litigation matter:

Apogee Financial Investments, Inc., et al. v. India Globalization Capital, Inc., et al., Civil Action No. 1:21-cv-03809 (U.S. District Court for the Southern District of New York). On April 29, 2021, Apogee Financial Investments, Inc. (Apogee) and John R. Clarke (Clarke) filed a complaint against the Company and IGC’s President and Chief Executive Officer, Ram Mukunda (Mukunda) (the Apogee Litigation). The litigation was originally initiated by IGC on February 8, 2021 (India Globalization Capital, Inc. v. Apogee Financial Investments, Inc., Civil Action No. 1:21-cv-01131, U.S. District Court for the Southern District of New York), wherein IGC alleged that Apogee breached a purchase agreement dated December 18, 2014, related to IGC’s intended purchase of a business known as Midtown Partners & Co., LLC (Midtown). In response to the original lawsuit filed by IGC, Apogee and Clarke filed a counterclaim as well as the Apogee Litigation. On June 28, 2021, Apogee and Clarke filed an amended complaint/counterclaim. On July 23, 2021, IGC and Mukunda moved to partially dismiss the counterclaim and the Apogee Litigation. On March 7, 2022, the Court granted the motion to dismiss in substantial part, leaving only two claims: Apogee’s cross-claim against the Company for an alleged breach of the purchase agreement; and Clarke’s claim against the Company for an alleged breach of an alleged promise to issue him shares of the Company. On June 24, 2022, Apogee and Clarke filed a second amended complaint/counterclaim asserting the same claims. On February 21, 2023, IGC and Mukunda filed a motion for summary judgment seeking judgment on both IGC’s underlying Complaint against Apogee and Apogee’s and Clarke’s claims against Apogee and Mukunda. On April 19, 2023, Apogee and Clarke filed a response to the motion. Both Apogee and Clarke withdrew their claims against Mukunda at that time. The Company filed its reply in support of summary judgment on May 16, 2023. On July 20, 2023, the court granted the motion for summary judgment in substantial part, ruling (a) that Apogee breached the parties’ purchase agreement, (b) that Clarke’s claims were barred by the applicable statute of limitations, (c) that Apogee breached a contract related to a loan made by IGC to Apogee in 2015 and that IGC is entitled to damages and interest as a result; and (d) that all claims against Mukunda are dismissed. As a result of the settlement, the court dismissed the case in its entirety on October 6, 2023.

Item 1A. Risk Factors

There have

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not been any material changes with regardrequired to provide the risk factors previously disclosed in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2017.information under this item.

Item 2. Unregistered Sales of Equity Securities, and Use of Proceeds, and Issuer Purchases of Equity Securities

As previously disclosed, on June 30, 2023, the Company entered into an SPA with Bradbury Asset Management and three unrelated investors, resulting in approximately $3 million in gross proceeds. The completion of the private placement was subject to customary closing conditions, including approval by the NYSE. The shares were issued on September 25, 2023.

Under the terms of the private placement, IGC issued 10 million shares of unregistered common stock at a price of $0.30 per share. Shares are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the provisions of Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S adopted thereunder.

None.  

Item 3.    3. Defaults Upon Senior Securities

None.

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

None.

None.

Item 6.    6. Exhibits

3.1 Exhibit
Number	Exhibit Description
3.1	Amended and Restated Articles of Incorporation of the Registrant, as amended on August 1, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed on August 6, 2012).
3.2	Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland on March 7, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 21, 2023).
3.3	By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Registration StatementPost-Effective Amendment No.1 to Form S-3 filed on January 22, 2021).
3.4	Amendment to the Amended and Restated Articles of Incorporation of the Registrant as amended on August 2, 2014 (incorporated by reference to Exhibit 3.3 to the Company’s Post-Effective Amendment No.1 to Form S-3 filed on January 22, 2021).
3.5	Amendment to the Bylaws of the Company dated March 2, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form S-1, as amended and8-K filed on February 14, 2006 (Reg. No. 333-124942))March 21, 2023).
31.1 31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2*	Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive OfficerFinancial Officer.
32.1**	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. *§1350.
31.2 101.INS*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. * Inline XBRL Instance Document.
32.1 101.SCH*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. *
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. *
101.INS	XBRL Instance Document*
101.SCH	Inline XBRL Taxonomy Extension Schema Document*Document.
101.CAL 101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document*Document.
101.LAB 101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document*Document.
101.PRE 101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document*Document.
101.DEF 101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document*Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	*	Filed herewith.
	**	Furnished herewith.

*Filed herewith. | September 30, 2023, Form 10-Q

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SIGNATURES

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.

	INDIA GLOBALIZATION CAPITAL, IGC PHARMA, INC.
Date: February 20, 2018November 9, 2023	By:	/s/ Ram Mukunda
		Ram Mukunda
		President and Chief Executive Officer and President (Principal Executive Officer)
Date: November 9, 2023	By:	/s/ Claudia Grimaldi
		Claudia Grimaldi
		Vice-president & Chief Compliance Officer (Principal Financial Officer)

Date: February 20, 2018	By:	/s/ Rohit Goel
		Rohit Goel Co-Principal Accounting Officer

 | September 30, 2023, Form 10-Q

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iso4217:USD xbrli:shares