What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2021-02-16 compared with 2020-11-20 · 176 added, 177 removed, 547 unchanged (39% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30,

December 31 ,

Current assets:

24 unchanged sentences

Preferred stock, $0.0001 per value:

authorized 1,000,000 shares, no shares issued or outstanding as of September 30, 2020 or March 31, 2020.

authorized 1,000,000 shares, no shares issued or outstanding as of December 31, 2020 or March 31, 2020.

Common stock and additional paid-in capital, $0.0001 par value:

150,000,000 shares authorized;

41,304,365 and 39,320,116 shares issued and outstanding as of September 30, 2020 and March 31, 2020, respectively.

41,304,365 and 39,320,116 shares issued and outstanding as of December 31, 2020 and March 31, 2020, respectively.

Accumulated other comprehensive loss

3 unchanged sentences

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

| September 30, 2020 Form 10-Q

| December 31, 2020 Form 10-Q

India Globalization Capital, Inc.

1 unchanged sentence

(in thousands, except loss per share)

Three months ended September 30,

Six months ended September 30,

Three months ended December 31 ,

Nine months ended December 31 ,

Cost of revenue

General and administrative expenses

Selling, general and administrative expenses

Research and development expenses

10 unchanged sentences

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

| September 30, 2020 Form 10-Q

| December 31, 2020 Form 10-Q

India Globalization Capital, Inc.

1 unchanged sentence

(in thousands)

Three Months Ended September 30, 2019

Three Months Ended December 31 , 2019

Common Shares

4 unchanged sentences

Total Stockholders'

Balances as of June 30, 2019

Common stock-based compensation & expenses, net

Loss on foreign currency translation

Balances as of September 30, 2019

Three Months Ended September 30, 2020

Balances as of June 30, 2020

Common stock-based compensation & expenses, net

Loss on foreign currency translation

Foreign currency translation adjustments

Balances as of December 31 , 2019

Three Months Ended December 31 , 2020

Balances as of September 30, 2020

Six months ended September 30, 2019

Common stock-based compensation & expenses, net

Foreign currency translation adjustments

Balances as of December 31 , 2020

Nine months ended December 31 , 2019

Common Shares

7 unchanged sentences

Loss on foreign currency translation

Balances as of September 30, 2019

Six months ended September 30, 2020

Balances as of December 31 , 2019

Nine months ended December 31 , 2020

Balances as of March 31, 2020

2 unchanged sentences

Loss on foreign currency translation

Balances as of September 30, 2020

Balances as of December 31 , 2020

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

| September 30, 2020 Form 10-Q

| December 31, 2020 Form 10-Q

India Globalization Capital, Inc.

1 unchanged sentence

(in thousands)

Six months ended

September 30,

Nine months ended

December 31 ,

Operating activities:

2 unchanged sentences

Common stock-based compensation and expenses, net

Accounts receivables

Accounts receivables, net

Deposits and advances

5 unchanged sentences

Purchase of property, plant and equipment

Proceed from /Investment in marketable securities

Proceed from marketable securities

Investment in non-marketable securities

Acquisition and filing cost of patents and rights

Net cash used in investing activities

Net cash provided by /(used in) investing activities

Financing activities:

Issuance of equity stock (net of expenses)

Proceeds from long- term loan

Proceeds from borrowings, net

Net cash provided by financing activities

9 unchanged sentences

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

| September 30, 2020 Form 10-Q

| December 31, 2020 Form 10-Q

India Globalization Capital, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2020

THREE AND NINE MONTHS ENDED DECEMBER 31 , 2020

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

4 unchanged sentences

NOTE 1 – BUSINESS DESCRIPTION

IGC has two segments:

Infrastructure and Life Sciences.

The Company’s Infrastructure Business, managed from India, involves:

(a) the execution of construction contracts, (b) the purchase and resale of physical commodities used in infrastructure, and (c) the rental of heavy construction equipment.

The Company’s revenue for the six months ended September 30, 2019 was primarily derived from this segment.

The Company’s Life Sciences segment, managed from the United States (“U.S.”), involves:

(a) the development of potential new drugs, subject to applicable regulatory approvals, (b) several hemp-based and non-hemp-based products and brands in various stages of development, for sale online and through stores, including tinctures, creams for pain relief, a beverage, and hand sanitizers, among others, (c) wholesale of hemp extracts including hemp crude extract and hemp isolate, among others, (d) hemp growing and processing facilities, (e) white labeling of hemp-based products and (f) the offering of tolling services like extraction and distillation to hemp farmers.

The Company’s revenue for the six months ended September 30, 2020 was primarily derived from this segment.

At IGC, we are dedicated to the future of pharmaceuticals and wellness products through innovative research in cannabinoid sciences.

Devastating diseases such as Alzheimer’s, Parkinson’s, Epilepsy and chronic pain collectively affect more than one billion people worldwide.

We believe life-altering solutions are within the reach of the current generation by applying creative concepts, dedicated study, and a passion for community and wellness empowerment, to cutting edge research, technology and product development.

Since 2014, our team has been committed to researching the application of cannabinoids, sometimes in combination with other compounds, to address various ailments, using our research to develop intellectual property, formulations and multiple wellness and lifestyle brands.

Separately, and in addition, since 2008, we have an infrastructure business managed from India, which involves the execution of construction projects, the purchase and resale of physical commodities mostly used in infrastructure, and the rental of heavy construction equipment.

The Company’s principal office is located in the U.S.

Additionally, the Company has a facility in Washington and offices in Colombia, Hong Kong, and India.

Business updates

The current SARS-CoV-2 (“COVID-19”) pandemic and its impact on certain aspects of the economy has severely impacted our revenue and increased our expenses.

In the past 6 months, our ability to provide services and distribute our products has been impacted due to store closures and abandoned harvests of hemp.

Our facility on the West Coast and our Delhi office have had COVID-19 outbreaks that have led to closures, delays and expenses.

In response, we began decreasing our staff, delayed and may ultimately terminate the Evolve I, Inc.

acquisition, and have reoriented our sales focus to online.

In addition, we have begun our Phase 1 human trial on IGC-AD1.

SEC Settlement update

On December 21, 2020, the Company and our CEO, Ram Mukunda, reached a settlement (“Settlement”), with the SEC related to disclosures made in our March 26, 2018 press release regarding the timeframe for the availability of our first cannabis product, Hyalolex™, now known as Hyalolex Drops of Clarity™.

Under the terms of the Settlement, without admitting or denying the factual allegations, we and Mr.

Mukunda consented to the entry of an order by the SEC pursuant to which:

(i) we and Mr.

Mukunda will cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and (3) of the Securities Act;

(ii) we and Mr.

Mukunda paid civil monetary penalties of $175,000 and $35,000, respectively to the SEC;

and (iii) we have retained an independent compliance consultant to conduct a compliance program assessment and make recommendations related to our internal policies and procedures regarding the effectiveness of our disclosure controls and procedures with an emphasis on our press releases and social media posts.

Phase 1 Trial updates

On July 30, 2020, we received a notice from the FDA to proceed with a 12-subject Phase 1 human clinical trial (“removal of full clinical hold”) on our INDA, submitted under Section 505(i) of the Federal Food, Drug, and Cosmetic Act, for our “IGC-AD1” proprietary formulation.

The Phase 1 trial is proposed to involve a randomized placebo-controlled multiple ascending dose (“MAD”) study to evaluate safety and tolerability of IGC-AD1 in subjects with mild to severe dementia due to Alzheimer’s disease.

In addition, the study will evaluate Pharmacokinetics (“PK”) of IGC-AD1 as it relates to polymorphisms of CYP2C9 and collect data on neurological and psychological factors.

Our IGC-AD1 formulation is based on a patent filed by the University of South Florida (USF) that uses a cannabinoid as one of the active ingredients.

We have exclusive rights to the patent filing.

Hyalolex Drops of Clarity™, an oral tincture, is also modeled around the patent filing by USF.

During the quarter the Company prepared to enroll patients.

| December 31, 2020 Form 10-Q

COVID-19 update

We believe that the current COVID-19 pandemic and its impact on certain aspects of the economy have negatively impacted our revenue and increased our expenses.

In the past nine months, our ability to provide services and distribute our products has been impacted due to store closures and abandoned harvests of hemp.

Our facility on the West Coast of the U.S.

and our Delhi office have had COVID-19 outbreaks that have led to closures, delays and expenses.

In response, we have and continue to make efforts to decrease our overhead expenses and have oriented our primary focus on the human trials on IGC-AD1.

IGC remains committed to its Infrastructure business line and intends to continue pursuing the execution of construction contracts, the purchase and resale of physical commodities used in infrastructure, and the rental of heavy construction equipment as the COVID-19 pandemic allows.

Investigational Drug Candidate (“IDC”) , IGC-AD1:

Subsequent to September 30, 2020, the Company received an approval from the Institutional Review Board (“IRB”), engaged a Principal Investigator, engaged a study site, and began enrolling participants for a Phase 1 trial on its IDC.

As previously reported, on July 30, 2020, IGC received notice from the FDA to proceed with a 12-subject Phase 1 human clinical trial (“removal of full clinical hold”) on its Investigational New Drug Application (“INDA”), IGC-AD1, submitted under Section 505(i) of the Federal Food, Drug, and Cosmetic Act.

In order to get an investigational drug approved as a pharmaceutical drug, the Sponsor, in this case IGC Pharma, LLC, a subsidiary of IGC, must conduct several trials and gather data.

These typically start with pre-clinical trials that involve testing the IDC on cells outside of a living organism (in vitro), followed by animal testing.

In our case, the in vitro data along with animal data was previously disclosed.

| September 30, 2020 Form 10-Q

Based on promising evidence, we decided to pursue human trials for which the FDA must give permission before the IDC can be tested on humans.

In 2018, we began the process of submitting an Investigational New Drug Application (INDA) to the FDA.

This involves presenting among others, the results of in vitro and animal studies, safety data, the protocol outlining how a potential trial will be run, how data will be collected, how patient data will be protected, how the IDC will be made, who will make it, what is in it, how stable the IDC is, as well as details on the Chemistry, Manufacturing and Controls (CMC) that will be followed.

In addition, we committed to getting an Informed Consent Form (ICF) from participants, that the ICF would be reviewed and approved by an IRB, and that the Sponsor will follow all the rules required for studying IDCs, including those surrounding COVID-19.

There are several stages, or phases, of trials that build on previous phases.

Phase zero, not a requirement, is typically in small doses to small groups to gather anecdotal evidence of efficacy and safety.

We gathered anecdotal unscientific evidence mostly to ascertain safety and get feedback from patients through 2018 and 2019.

Phase 1 studies are conducted to find the highest dose that a patient can tolerate without severe side effects.

Phase 2 clinical trials are conducted to ascertain if the IDC has the expected efficacy, that is it does what is expected, and phase 3 studies are conducted to measure responses against existing drugs or treatments.

Our Phase 1 study is a placebo-controlled study.

IGC-AD1 will be administered for three 14-day periods with the dose escalated in each period.

The participants will be monitored daily, certain data will be collected, and while safety is the main concern, we will also, for research purposes, collect data beyond safety.

For example, we expect to collect data on how fast the IDC is absorbed through the body, how long it lasts, and whether different individuals process it differently (polymorphisms of P4502C9 on pharmacokinetics).

In addition, we will monitor certain behavioral aspects of the patient that can help us in the next phases of the study.

The patients that we sign up for the study are individuals suffering from mild to severe dementia due to Alzheimer’s disease.

Other updates:

On July 17, 2020, the Company filed a provisional patent application with the USPTO for its IGC-511 formulation for a Cannabidiol based composition and method for treating pain.

On August 5, 2020, the USPTO issued the Company a patent (#10751300) for the Company’s cannabinoid formulation (IGC-502) for the treatment of seizures in humans and veterinary animals.

The Company is executing a road building contract in Kerala, India valued at approximately $1.2 million.

The Company estimates that it will take between 12 and 15 months to complete the work.

Work on this project had been temporarily delayed due to COVID-19 and was partially resumed during the three months ended September 30, 2020.

Business Organization

As of September 30, 2020, the Company had the following direct operating subsidiaries:

As of December 31, 2020, the Company had the following direct operating subsidiaries:

Techni Bharathi Private Limited (“TBL”), IGCare, LLC (“IGCare"), Holi Hemp, LLC (“Holi Hemp”), IGC Pharma, LLC (“IGC Pharma”), SAN Holdings, LLC (“SAN Holdings”), Sunday Seltzer, LLC (“Sunday Seltzer”) and Colombia-based beneficially owned subsidiary Hamsa Biochem SAS (“Hamsa”).

The Company’s fiscal year is the 52- or 53-week period that ends on March 31.

The Company’s fiscal year is the 52-week or 53-week period that ends on March 31.

The Company is a Maryland corporation established in 2005.

9 unchanged sentences

These interim statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2020 (“Fiscal 2020”) contained in the Company’s Form 10-K for Fiscal 2020, filed with the SEC on July 13, 2020, specifically in Note 2 to the consolidated financial statements.

| September 30, 2020 Form 10-Q

Principles of consolidation

6 unchanged sentences

Actual results could differ from those estimates.

| December 31, 2020 Form 10-Q

Management believes that the estimates and assumptions used in the preparation of the consolidated financial statements are prudent and reasonable.

Significant estimates and assumptions are generally used for, but not limited to:

allowance for uncollectible accounts receivable;

Significant estimates and assumptions are generally used for, but not limited to, allowance for uncollectible accounts receivable;

sales returns;

12 unchanged sentences

Presentation and functional currencies

IGC operates in India, U.S., Colombia and Hong Kong and a substantial portion of the Company’s financials are denominated in the Indian Rupee (INR), the Hong Kong Dollar (HKD) or the Colombian Peso (COP).

IGC operates in India, U.S., Colombia and Hong Kong and a portion of the Company’s financials are denominated in 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 (USD), the INR, the HKD or the COP affect financial statements.

Dollar (“USD”), the INR, the HKD or the COP affect our financial statements.

The accompanying financial statements are reported in USD.

12 unchanged sentences

Unlike goodwill, long-lived assets are assessed for impairment only where there are any specific indicators for impairment.

No impairment has been recorded for the six months ended September 30, 2020, and 2019.

| September 30, 2020 Form 10-Q

No impairment has been recorded for the nine months ended December 31, 2020, and 2019.

Short-term and long-term investments

4 unchanged sentences

Investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the statement of financial position.

| December 31, 2020 Form 10-Q

Investments are initially measured at cost, which is the fair value of the consideration given for them, including transaction costs.

2 unchanged sentences

Where the Company does not have significant influence, the Company has accounted for the investment in accordance with ASC Topic 321, “ Investments-Equity Securities ”.

As of September 30, 2020, investment in marketable securities is valued at fair value and investment in non-marketable securities with ownership less than 20% is valued at cost as per ASC Topic 321, “ Investments-Equity Securities ”.

Stock – Based Compensation

As of December 31, 2020, investment in marketable securities is valued at fair value and investment in non-marketable securities with ownership less than 20% is valued at cost as per ASC Topic 321, “ Investments-Equity Securities ”.

Stock – b ased c ompensation

The Company accounts for stock-based compensation to employees and non-employees in conformity with the provisions of ASC Topic 718, “ Stock-Based Compensation” .

12 unchanged sentences

If the financial condition of a customer deteriorates, additional allowances may be required.

We had $241 thousand of accounts receivable, net of provision for doubtful debt of $10 thousand as of September 30, 2020, as compared to $133 thousand of accounts receivable, net of provision for doubtful debt of $9 thousand as of March 31, 2020.

We had $226 thousand of accounts receivable, net of provision for doubtful debt of $10 thousand as of December 31, 2020, as compared to $133 thousand of accounts receivable, net of provision for doubtful debt of $9 thousand as of March 31, 2020.

Inventory is valued at the lower of cost or net realizable value, which is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

4 unchanged sentences

Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes.

| September 30, 2020 Form 10-Q

Harvested crops are measured at net realizable value, with changes recognized in profit or loss only when the harvested crop:

5 unchanged sentences

Please refer to Note 3 – “Inventory”, for further information.

Abnormal amounts of idle facility expense, freight, handling costs, scrap, discontinued products and wasted material (spoilage) are expensed in the period they are incurred.

| December 31, 2020 Form 10-Q

Fair value of financial instruments

6 unchanged sentences

Please refer to Note 16 - “Fair Value of Financial Instruments”, for further information.

Loss per Share

The computation of basic loss per share for the six months ended September 30, 2020, excludes potentially dilutive securities of approximately 3.3 million shares which includes share options, unvested shares such as restricted shares and restricted share units, granted to employees and advisors, warrants, 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, 2020 and 2019, used for the computation of basic earnings per share (“EPS”) is 40,719,548 and 39,529,440, respectively.

Due to the loss incurred during the six months ended September 30, 2020 and 2019, all the potential equity shares are anti-dilutive and accordingly, the fully diluted EPS is equal to the basic EPS.

Loss per s hare

The computation of basic loss per share for the nine months ended December 31, 2020, excludes potentially dilutive securities of approximately 3.2 million shares which includes share options, unvested shares such as restricted shares and restricted share units, granted to employees and advisors, warrants, 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 nine months ended December 31, 2020 and 2019, used for the computation of basic earnings per share (“EPS”) is 40,915,196 and 39,543,480 respectively.

Due to the loss incurred during the nine months ended December 31, 2020 and 2019, all the potential equity shares are anti-dilutive and accordingly, the fully diluted EPS is equal to the basic EPS.

Cybersecurity

We have a cybersecurity policy in place and tighter cybersecurity measures to safeguard against hackers.

In the six months ended September 30, 2020, there were no impactful breaches in cybersecurity.

Intangible Assets

We have a cybersecurity policy in place and have taken cybersecurity measures that we expect are likely to safeguard the Company against breaches.

In the nine months ended December 31, 2020, there were no impactful breaches in cybersecurity.

Intangible a ssets

The Company's intangible assets consist of trademarks and other intellectual property, all of which are accounted for in accordance with ASC Topic 350, Intangibles – Goodwill and Other .

The Company employs the non-amortization approach to account for purchased intangible assets having indefinite lives.

Under the non-amortization approach, intangible assets having indefinite lives are not amortized into the results of operations, but instead are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value.

Intangible assets having indefinite lives are not amortized, but instead are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value.

We perform an impairment analysis on March 1 annually on the indefinite-lived intangible assets following the steps laid out in ASC 350-30-35-18.

3 unchanged sentences

In addition, intangible assets will be tested on an interim basis if an event or circumstance indicates that it is more likely than not that an impairment loss has been incurred.

The Company has analyzed a variety of factors in light of the known impact to date of the COVID-19 pandemic on its business to determine if a circumstance could trigger an impairment loss, and, at this time and based on the information presently known, does not believe it is more likely that an impairment loss has been incurred.

| September 30, 2020 Form 10-Q

Intangible assets with finite useful lives are amortized using the straight-line method over their estimated period of benefit.

In accordance with ASC 360-10-35-21, definite lived intangibles are reviewed annually or more frequently if events or changes in circumstances indicate that the assets might be impaired, to assess whether their fair value exceeds their carrying value.

| December 31, 2020 Form 10-Q

Revenue Recognition

13 unchanged sentences

In the Life Sciences segment, the revenue from the wellness and lifestyle 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 and physical stores.

In retail sales, we offer consumer products through our online stores.

Revenue is recognized when control of the goods is transferred to the customer.

3 unchanged sentences

The royalty income from licensing is recognized once goods have been sold by the processor to its customers.

Net sales disaggregated by significant products and services for the six months ended September 30, 2020 and 2019 were as follows:

Net sales disaggregated by significant products and services for the nine months ended December 31, 2020 and 2019 are as follows:

(in thousands)

Six months ended September 30,

Nine months ended December 31 ,

Infrastructure segment

9 unchanged sentences

(3) Relates to the income from purchase and resale of physical commodities used in infrastructure, like steel, wooden doors, marble, and tiles.

(4) Relates to revenue from Life Sciences segment such as sale of hand sanitizer, bath bombs, gummies, hemp crude extract, hemp isolate, and hemp distillate and royalty income from the sale of Hyalolex™, now named Hyalolex™ Drops of Clarity™.

(4) Relates to revenue from Life Sciences segment such as sale of hand sanitizer, bath bombs, gummies, beverages, hemp crude extract, hemp isolate, and hemp distillate and royalty income from the sale of Hyalolex™, now named Hyalolex™ Drops of Clarity™.

(5) Relates to income from tolling and white label services.

| September 30, 2020 Form 10-Q

| December 31, 2020 Form 10-Q

Lessor Accounting

26 unchanged sentences

All right-of-use assets are reviewed for impairment.

There was no impairment for right-of-use lease assets as of September 30, 2020.

| September 30, 2020 Form 10-Q

There was no impairment for right-of-use lease assets as of December 31, 2020.

| December 31, 2020 Form 10-Q

The Company categorizes leases at their inception as either operating or finance leases.

8 unchanged sentences

(in thousands)

September 30, 2020

December 31 , 2020

March 31, 2020

2 unchanged sentences

Finished Goods

Inventory in the form of work-in-progress as of September 30, 2020, is comprised of, but not limited to, various hemp-based extracts such as crude oil, hemp distillate, and hemp isolate.

Inventory in the form of work-in-progress as of December 31, 2020, is comprised of, but not limited to, various hemp-based extracts such as crude oil, hemp distillate, and hemp isolate.

The Company accounts all hemp extracts as Work-in-Progress until they are in the processing facility.

Inventory also includes cost related to growing crops like seeds, fertilizer, other raw materials, labor, farm related overheads and the depreciation of farming equipment, hand sanitizers, beverages, personal protection equipment, among others.

During the nine months ended December 31, 2020 the Company wrote off approximately $342 thousand inventory due to abnormal amounts of idle facility expense, freight, handling costs, scrap, and wasted material (spoilage) as compared to approximately zero for the nine months ended December 31, 2019.

This charge was recorded in Selling, general and administrative expenses.

One of our vendors that holds $1.74 million of our inventory reported a theft at their facility.

The Company moved the amount associated with the inventory to Deposits and Advances.

NOTE 4 – DEPOSITS AND ADVANCES

(in thousands)

September 30, 2020

December 31 , 2020

March 31, 2020

Advances to suppliers and consultants

Other advances

Advances for Property, Plant and Equipment

Statutory advances

Advances for inventory

Prepaid expense and other current assets

1 unchanged sentence

Advances for Property, Plant and Equipment include an advance paid for equipment for our processing facility.

| September 30, 2020 Form 10-Q

Please refer to Note 3 – “Inventory” for details of Advances for inventory.

| December 31, 2020 Form 10-Q

NOTE 5 – INTANGIBLE ASSETS

1 unchanged sentence

(in thousands)

September 30, 2020

December 31 , 2020

March 31, 2020

2 unchanged sentences

Total amortized intangible assets

Unamortized intangible assets

Indefinite lived intangible assets

Other intangibles

2 unchanged sentences

The value of intangible assets includes the cost of acquiring patent rights, supporting data, and the expense associated with filing approximately 12 patents and 35 trademarks.

It also includes acquisition costs related to brands and domains.

The amortization of patent and patent rights with finite life is up to 20 years, commencing from the date of grant.

The amortization expense in the three months ended September 30, 2020 and 2019, amounted to approximately $3 thousand and $4 thousand, respectively, whereas the amortization expense in the six months ended September 30, 2020 and 2019, amounted to approximately $6 thousand and $4 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, 2020, there was no impairment.

It also includes acquisition costs related to brands, domains and licenses.

The amortization of patent and patent rights with finite life is up to 20 years, commencing from the date of grant or acquisition.

The amortization expense in the three months ended December 31, 2020 and 2019, amounted to approximately $4 thousand and $2 thousand, respectively, whereas the amortization expense in the nine months ended December 31, 2020 and 2019, amounted to approximately $10 thousand and $6 thousand, respectively.

Estimated amortization expense

8 unchanged sentences

Useful Life (years)

September 30, 2020

December 31 , 2020

March 31, 2020

8 unchanged sentences

Total Property, plant and equipment, net

| September 30, 2020 Form 10-Q

The depreciation expense in the three months ended September 30, 2020 and 2019, amounted to approximately $104 thousand and 24, respectively, whereas depreciation expense in the six months ended September 30, 2020 and 2019, amounted to approximately $178 thousand and $41 thousand, respectively.

| December 31, 2020 Form 10-Q

The depreciation expense in the three months ended December 31, 2020 and 2019, amounted to approximately $124 thousand and 22 thousand, respectively, whereas depreciation expense in the nine months ended December 31, 2020 and 2019, amounted to approximately $302 thousand and $63 thousand, respectively.

The net increase in total Property, Plant & Equipment is primarily due to the set-up of product manufacturing, processing, and packaging facilities, in the U.S.

5 unchanged sentences

(in thousands)

September 30, 2020

December 31 , 2020

Investment in equity shares of unlisted company

1 unchanged sentence

On May 12, 2020, the Company completed an investment under the terms of the Share Subscription Agreement (“SSA”) with Evolve I, Inc., a Washington corporation (“Evolve”), by transferring part of the consideration to Evolve.

As of September 30, 2020, the Company owns approximately 19.8% interest in Evolve.

The Company regularly reviews its investment portfolio to determine if any security is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period.

As of December 31, 2020, the Company owns an approximate 19.8% interest in Evolve.

The Company may try to find an amicable resolution for the disposition of the current holding.

The Company regularly reviews its investment portfolio to determine if any security is permanently impaired, which would require the Company to record an impairment charge in the period.

NOTE 8 – CLAIMS AND ADVANCES

(in thousands)

September 30, 2020

December 31 , 2020

Claims receivable (1)

2 unchanged sentences

The claims receivable is due from the Cochin International Airport (“CIA”) that is partially owned by the State Government of Kerala.

As of September 30, 2020, the receivable is due for over one year.

As of December 31, 2020, the receivable is due for over one year.

The Company continues to carry the full value of the receivables without interest and without any impairment, because it believes that there is minimal risk that CIA will become insolvent and unable to make the payment.

2 unchanged sentences

Includes a loan of $200 thousand to one of our manufacturers for the purchase of equipment, at an annual interest rate of three percent (3%), due on April 1, 2021.

| September 30, 2020 Form 10-Q

NOTE 9 – LEASES

The Company has short-term leases primarily consisting of spaces with the remaining lease term being less than or equal to 12 months.

The total short-term lease expense and cash paid for the six months ended September 30, 2020 and 2019 are approximately $129 thousand and $80 thousand, respectively.

The Company also has an operating lease as of September 30, 2020.

The total short-term lease expense and cash paid for the nine months ended December 31, 2020 and 2019 are approximately $197 thousand and $154 thousand, respectively.

The Company also has an operating lease as of December 31, 2020.

| December 31, 2020 Form 10-Q

In November 2019, the Company entered into an office lease agreement with a lease term of less than 12 months.

2 unchanged sentences

The lease contract does not contain any material residual value guarantees or material restrictive covenants.

The remaining lease term for the operating lease is 5.17 year with a discount rate of 7%.

The remaining lease term for the operating lease is 4.9 years with a discount rate of 7%.

The lease does not provide a readily determinable implicit rate.

2 unchanged sentences

Three months ended

September 30, 2020

December 31 , 2020

(in thousands)

Six months ended

September 30, 2020

Nine months ended

December 31 , 2020

Operating lease costs

4 unchanged sentences

(in thousands)

September 30, 2020

December 31 , 2020

Operating lease asset

5 unchanged sentences

Total lease liability

| September 30, 2020 Form 10-Q

(in thousands)

September 30, 2020

December 31 , 2020

Supplemental cash flow and non-cash information related to leases is as follows:

2 unchanged sentences

Right-of-use assets obtained in exchange for operating lease obligations

As of September 30, 2020, the following table summarizes the maturity of our lease liabilities:

As of December 31, 2020, the following table summarizes the maturity of our lease liabilities:

Present value discount

Total Lease liabilities

| December 31, 2020 Form 10-Q

NOTE 10 – ACCRUED AND OTHER LIABILITIES

(in thousands)

September 30, 2020

December 31 , 2020

Compensation and other contributions

3 unchanged sentences

Provision for expenses include provision for legal, professional, and marketing expenses.

Other current liability also includes $86 thousand and $89 thousand of current operating lease liability and statutory payables of approximately $42 thousand and $27 thousand as of September 30, 2020 and March 31, 2020, respectively.

| September 30, 2020 Form 10-Q

Other current liability also includes $88 thousand and $89 thousand of current operating lease liability and statutory payables of approximately $51 thousand and $27 thousand as of December 31, 2020 and March 31, 2020, respectively.

NOTE 11 – LOANS AND OTHER LIABILITIES

Short-term and Long -term loans:

During the three months ended September 30, 2020, the Company repaid a secured loan of $50 thousand.

As of September 30, 2020, the Company has the following loans:

During the nine months ended December 31, 2020, the Company repaid a secured loan of $50 thousand.

As of December 31, 2020, the Company has the following loans:

On May 3, 2020, the Company signed the Paycheck Protection Program Promissory Note (the “PPP Note”) and Agreement for a loan of approximately $430 thousand.

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Interest will accrue on the outstanding principal balance at an annual fixed rate of 1.00%.

As of the three months ended December 31, 2020, the interest expense for the PPP Note was approximately $702.

As of December 31, 2020, approximately $250 thousand of the loan is classified as Short-term loans and approximately$180 thousand of the loan as Long-term loans.

The CARES Act and the PPP Note provide a mechanism for forgiveness of up to the full amount borrowed.

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Forgiveness of the loan is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on future adherence to the forgiveness criteria.

The Company intends to use the entire loan amount for qualifying expense, though no assurance is provided that the Company will obtain forgiveness of the PPP Note in whole or in part.

The Company believes it has used the entire loan amount for qualifying expense, though no assurance is provided that the Company will obtain forgiveness of the PPP Note in whole or in part.

On June 11, 2020, the Company also received an Economic Injury Disaster Loan for approximately $150 thousand at an annual interest rate of 3.75%.

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All remaining principal and accrued interest is due and payable in 30 years from the date of the loan.

As of December 31, 2020, approximately $148 thousand of the loan is classified as Long-term loans and approximately $2 thousand as Short-term loans.

| December 31, 2020 Form 10-Q

Other Liability:

Other liability consists of a gratuity reserve for employees in our subsidiaries in India and was $16 thousand and $16 thousand as of September 30, 2020 and March 31, 2020, respectively.

Other liability consists of a gratuity reserve for employees in our subsidiaries in India and was $17 thousand and $16 thousand as of December 31, 2020 and March 31, 2020, respectively.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

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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, 2020, except as disclosed below.

| September 30, 2020 Form 10-Q

As of September 30, 2020, several law firms have filed shareholder lawsuits, two of which have been consolidated, citing, among other things, the Company’s NYSE American delisting proceedings initiated in October 2018 (and overturned in February 2019) and subsequent fall in share price.

The Company filed a motion to dismiss on October 11, 2019 seeking to dismiss the consolidated suit in its entirety.

The motion to dismiss remains pending before the United States District Court for the District of Maryland.

The Company anticipates that a decision may be issued by March 31, 2021, although it can provide no assurances of the same.

There are no such matters that are deemed material to the condensed consolidated financial statements as of December 31, 2020, except as disclosed below.

As of December 31, 2020, several law firms have filed shareholder lawsuits, two of which have been consolidated and remain pending, citing, among other things, the Company’s September 25, 2018 press release and the NYSE American delisting proceedings initiated in October 2018 (and overturned in February 2019) and subsequent fall in share price.

The Company filed a motion to dismiss on October 11, 2019, which the court denied on January 29, 2021.

The Company’s responsive pleading is due on February 15, 2021.

The Company denies any and all liability and intends to vigorously defend the litigation.

See Part II, Item 1 – Legal Proceedings.

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.

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NOTE 13 – SECURITIES

As of September 30, 2020, the Company was authorized to issue up to 150,000,000 shares of common stock, par value $0.0001 per share, and 41,304,365 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, 2020.

As of December 31, 2020, the Company was authorized to issue up to 150,000,000 shares of common stock, par value $0.0001 per share, and 41,304,365 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 December 31, 2020.

The Company has 11,672,178 outstanding public warrants (IGC:

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We have 91,472 units outstanding that can be separated into 9,147 shares of common stock and 182,944 warrants to purchase 18,294 shares of common stock.

The warrants expire on March 8, 2021.

We have one security listed on the NYSE American:

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NOTE 15 – STOCK-BASED COMPENSATION

As of September 30, 2020, under both the Company’s previous 2008 and current 2018 Omnibus Incentive Plans, a total of 8,327,627 shares of common stock have been issued to employees and advisors.

1.9 million restricted share units fair valued at $789 thousand with a weighted average value of $0.42 per share, have been granted but not yet issued from different Incentive Plans and Grants.

As of December 31, 2020, under both the Company’s previous 2008 and current 2018 Omnibus Incentive Plans, a total of 8,327,627 shares of common stock have been issued to employees and advisors.

In addition, 1.8 million restricted share units fair valued at $771 thousand with a weighted average value of $0.42 per share, have been granted but not yet issued from different Incentive Plans and Grants.

Additionally, options held by advisors to purchase 210,000 shares of common stock fair valued at $96 thousand with a weighted average of $0.46 per share, that have been granted but are to be issued over a vesting period, between Fiscal 2023 and Fiscal 2024.

Options granted and issued before the vesting period are expensed when issued.

| December 31, 2020 Form 10-Q

The options are fair valued using a Black-Scholes Pricing Model with the following assumptions:

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Expected dividend yield

| September 30, 2020 Form 10-Q

The expense associated with share-based payments to employees, directors, advisors, and contractors is allocated over the vesting or service period and recognized in the Selling, general and administrative expenses (including research and development).

For the six months ended September 30, 2020, the Company’s share-based expense and option-based expense shown in selling, general and administrative expenses (including research and development) was $305 thousand and $60 thousand, respectively.

For the nine months ended December 31, 2020, the Company’s share-based expense and option-based expense shown in Selling, general and administrative expenses (including research and development) was $459 thousand and $64 thousand, respectively.

The expense associated with share-based payments to employees, directors, advisors and contractors is allocated over the vesting or service period and recognized in the Common Stock and Additional Paid in Capital.

For the six months ended September 30, 2019, the Company’s share-based expense and option-based expense shown in selling, general and administrative expenses (including research and development) was $349 thousand and $12 thousand respectively.

For the nine months ended December 31, 2019, the Company’s share-based expense and option-based expense shown in Selling, general and administrative expenses (including research and development) was $525 thousand and $17 thousand respectively.

Non-vested shares

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Cancelled/Forfeited

Non-vested shares as of September 30, 2020

Non-vested shares as of December 31 , 2020

(in thousands)

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Cancelled/Forfeited

Options outstanding as of September 30, 2020

Options outstanding as of December 31 , 2020

There was a combined unrecognized expense of $277 thousand related to non-vested shares and share options that the Company expects to be recognized over weighted average life of 0.65 years.

NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS

As of September 30, 2020, the Company’s marketable securities consist of liquid funds, which have been classified as Level 1 of the fair value hierarchy because they have been valued using quoted prices in active markets.

The decrease in value of marketable securities is due to realization of approximately $1.25 million and increase due to dividend income of approximately $13 thousand and approximately $6 thousand unrealized gain during the six months ended September 30, 2020.

As of December 31, 2020, the Company’s marketable securities consist of liquid funds, which have been classified as Level 1 of the fair value hierarchy because they have been valued using quoted prices in active markets.

The decrease in value of marketable securities is due to realization of approximately $3.1 million and increase due to dividend income of approximately $14 thousand and approximately $5 thousand unrealized gain during the nine months ended December 31, 2020.

The Company’s cash and cash equivalents have also been classified as Level 1 on the same principle.

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For further information refer Note 7 – Investments in Non-Marketable Securities.

| September 30, 2020 Form 10-Q

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2020 and March 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company used to determine such fair value:

| December 31, 2020 Form 10-Q

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2020 and March 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company used to determine such fair value:

(in thousands)

September 30, 2020

December 31 , 2020

Cash and cash equivalents:

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NOTE 17 – INTENTIONALLY LEFT BLANK

| September 30, 2020 Form 10-Q

| December 31, 2020 Form 10-Q

NOTE 18 – SEGMENT INFORMATION

280, “ Segment Reporting ” establishes standards for reporting information about reportable segments.

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.

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(in thousands)

Six months ended

September 30, 2020

Nine months ended

December 31 , 2020

Percentage of

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(in thousands)

Six months ended

September 30, 2019

Nine months ended

December 31 , 2019

Percentage of

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For information for revenue by product and service, refer Note 2, “Summary of Significant Accounting Policies”.

| September 30, 2020 Form 10-Q

| December 31, 2020 Form 10-Q

2) The table below shows the revenue attributed to the country of domicile (U.S.) and foreign countries.

1 unchanged sentence

(in thousands)

Six months ended

September 30, 2020

Nine months ended

December 31 , 2020

Percentage of

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(in thousands)

Six months ended

September 30, 2019

Nine months ended

December 31 , 2019

Percentage of

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(India, Hong Kong, and Colombia)

September 30, 2020

December 31 , 2020

Intangible assets, net

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Total non-current assets

| September 30, 2020 Form 10-Q

| December 31, 2020 Form 10-Q

(in thousands)

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NOTE 19 – SUBSEQUENT EVENTS

The Company received an approval from the Institutional Review Board (“IRB”) , engaged a Principal Investigator, engaged a study site, and began enrolling participants for a Phase 1 trial on its Investigational Drug Candidate (“IDC”).

The Company was informed of a theft incident related to $1.73 million of inventory held with a processor.

The processor’s insurance is expected to cover the Company inventory and has assured delivery of complete inventory as per the agreement.

| September 30, 2020 Form 10-Q

On January 13, 2021, the Company entered into a Sales Agreement (the “Agreement”) with The Benchmark Company, LLC (“Benchmark”) (the “Sales Agent”) pursuant to which the Sales Agent will act as the Company’s sales agent with respect to the issuance and sale of up to $75,000,000 of the Company’s shares of common stock, par value $0.0001 per share (the “Shares”), from time to time in an “at the market” offering as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Offering”).

On January 29, 2021, in Tchatchou v.

India Globalization Capital, Inc., Civil Action No.

8:18-cv-03396, a shareholder class action litigation initiated against the Company on November 2, 2018, the United States District Court for the District of Maryland entered an order denying the Company’s Motion to Dismiss Consolidated Amended Complaint for Violation of Federal Securities Laws.

The Company’s responsive pleading is due on February 15, 2021.

The Company denies any and all liability and intends to vigorously defend the litigation.

See Part II, Item 1 – Legal Proceedings.

| December 31, 2020 Form 10-Q

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements