IGC Pharma, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firms (PCAOB ID 5341 ) 47 Consolidated Balance Sheets 48 Consolidated Statements of Operations and Comprehensive Loss 49 Consolidated Statements of Stockholders’ Equity 50 Consolidated Statements of Cash Flows 51 Notes to Consolidated Financial Statements 52 46 Table of Contents Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of India Globalization Capital, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of India Globalization Capital, Inc. and its subsidiaries (the "Company") as of March 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows, for each of the two years in the period ended March 31, 2022, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at March 31, 2022 and 2021, and the consolidated results of its operations and its cash flows for each of the two years in the period ended March 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. Manohar Chowdhry & Associates Chartered Accountants We have served as the Company's auditor since 2018. Chennai, India June 10, 2022 47 Table of Contents India Globalization Capital, Inc. CONSOLIDATED BALANCE SHEETS (In thousands, except share data) March 31, 2022 ($) March 31, 2021 ($) ASSETS Current assets: Cash and cash equivalents 10,460 14,548 Accounts receivable, net 125 175 Inventory 3,548 5,478 Investment in non-marketable securities - 80 Deposits and advances 978 3,236 Total current assets 15,111 23,517 Intangible assets, net 917 407 Property, plant and equipment, net 9,419 10,840 Non-marketable securities - 12 Claims and advances 937 603 Operating lease asset 450 488 Total long-term assets 11,723 12,350 Total assets 26,834 35,867 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 981 476 Accrued liabilities and others 1,457 1,588 Short-term loans 3 304 Total current liabilities 2,441 2,368 Long-term loans 144 276 Other liabilities 16 15 Operating lease liability 341 405 Total non-current liabilities 501 696 Total liabilities 2,942 3,064 Commitments and Contingencies – See Note 12 Stockholders' equity: Preferred stock, $ 0.0001 par value: authorized 1,000,000 shares, no shares issued or outstanding as of March 31, 2022, or March 31, 2021. - Common stock and additional paid-in capital, $ 0.0001 par value: 150,000,000 shares authorized; 51,054,017 and 47,827,273 shares issued and outstanding as of March 31, 2022 and March 31, 2021, respectively. 116,019 109,720 Accumulated other comprehensive loss ( 2,968 ) ( 2,774 ) Accumulated deficit ( 89,159 ) ( 74,143 ) Total stockholders' equity 23,892 32,803 Total liabilities and stockholders' equity 26,834 35,867 The accompanying notes should be read in connection with these consolidated financial statements. 48 Table of Contents India Globalization Capital, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (in thousands, except loss per share and share data) Years Ended March 31, 2022 ($) 2021 ($) Revenue 397 898 Cost of revenue ( 203 ) ( 785 ) Gross profit 194 113 Selling, general and administrative expenses ( 13,292 ) ( 7,908 ) Research and development expenses ( 2,330 ) ( 929 ) Operating loss ( 15,428 ) ( 8,724 ) Impairment of investment ( 49 ) ( 169 ) Other income, net 461 82 Loss before income taxes ( 15,016 ) ( 8,811 ) Income tax expense/benefit - - Net loss attributable to common stockholders ( 15,016 ) ( 8,811 ) Foreign currency translation adjustments ( 194 ) 76 Comprehensive loss ( 15,210 ) ( 8,735 ) Loss per share attributable to common stockholders: Basic & diluted $ ( 0.30 ) $ ( 0.21 ) Weighted-average number of shares used in computing loss per share amounts: 49,991,631 41,963,382 The accompanying notes should be read in connection with these consolidated financial statements. 49 Table of Contents India Globalization Capital, Inc. CONSOLIDATED STATEMENT OF STOCKHOLDERS ’ EQUITY (in thousands) Number of Common Shares Common Stock and Additional Paid in Capital ($) Accumulated Deficit ($) Accumulated Other Comprehensive Loss ($) Total Stockholders' Equity ($) Balances as of April 1, 2020 39,320 94,754 ( 65,367 ) ( 2,850 ) 26,537 Common stock-based compensation & expenses, net 1,894 708 - - 708 Issuance of common stock through offering (net of expenses) 6,513 14,158 - - 14,158 Common stock issued for investment 100 100 - - 100 Other adjustments - - 35 - 35 Net loss - - ( 8,811 ) - ( 8,811 ) Gain on foreign currency translation - - - - 76 Balances as of March 31, 2021 47,827 109,720 ( 74,143 ) ( 2,774 ) 32,803 Balances as of April 1, 2021 47,827 109,720 ( 74,143 ) ( 2,774 ) 32,803 Common stock-based compensation & expenses, net 1,520 2,197 - - 2,197 Issuance of common stock through offering (net of expenses) 1,750 4,145 - - 4,415 Common stock issued for investment - - - - - Other adjustments ( 43 ) ( 43 ) - - ( 43 ) Net loss - - ( 15,016 ) - ( 15,016 ) Gain on foreign currency translation - - - ( 194 ) ( 194 ) Balances as of March 31, 2022 51,054 116,019 ( 89,159 ) ( 2,968 ) 23,892 The accompanying notes should be read in connection with these consolidated financial statements. 50 Table of Contents India Globalization Capital, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended March 31, 2022 ($) 2021 ($) Cash flows from operating activities: Net loss ( 15,016 ) ( 8,811 ) Adjustment to reconcile net loss to net cash: Depreciation and amortization 651 478 Provision against debtors and advances 1,718 - Permanent impairment of PPE 833 - Impairment of non-marketable securities 49 169 Common stock-based compensation and expenses, net 2,197 658 Forgiveness of PPP Loan ( 430 ) - Changes in: Accounts receivables, net 50 ( 42 ) Inventory 1,930 ( 1,233 ) Deposits and advances 541 ( 2,198 ) Claims and advances ( 334 ) 93 Accounts payable 504 ( 287 ) Accrued and other liabilities ( 129 ) 373 Operating lease asset 38 - Operating lease liability ( 64 ) - Net cash used in operating activities ( 7,462 ) ( 10,800 ) Cash flow from investing activities: Purchase of property, plant, and equipment ( 207 ) ( 1,470 ) Proceed from marketable securities - 47 Investment in marketable securities - 5,081 Investment in non-marketable securities - ( 149 ) Acquisition and filing cost of patents and rights ( 535 ) ( 122 ) Net cash used in investing activities ( 742 ) 3,387 Cash flows from financing activities: Issuance of equity stock through offering (net of expenses) 4,145 14,158 Proceeds from/repayment of long-term loan ( 3 ) 530 Net cash provided by financing activities 4,142 14,688 Effects of exchange rate changes on cash and cash equivalents ( 26 ) 15 Net increase/(decrease) in cash and cash equivalents ( 4,088 ) 7,290 Cash and cash equivalents at the beginning of the period 14,548 7,258 Cash and cash equivalents at the end of the period 10,460 14,548 Supplementary information: Cash paid for interest - - Non-cash items: Common stock issued/granted for stock-based compensation, including patent acquisition 2,197 808 Forgiveness of PPP Loan ( 430 ) - Amortization of operating lease 115 22 The accompanying notes should be read in connection with these consolidated financial statements. 51 Table of Contents India Globalization Capital, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For Fiscal Years Ended March 31, 2022, and 2021 Unless the context requires otherwise, all references in this report to “IGC,” “we,” “our” and “us” refer to India Globalization Capital, Inc., together with our subsidiaries. NOTE 1 – NATURE OF OPERATIONS AND MANAGEMENT ’ S PLANS Since 2014, our team has been committed to researching the application of cannabinoids such as THC and CBD in combination with other compounds to address various ailments, including Alzheimer's disease. With our research, we have developed intellectual property, formulations, and wellness and lifestyle brands. IGC submitted IGC-AD1, our investigational drug candidate for Alzheimer’s, to the FDA under Section 505(i) of the Federal Food, Drug, and Cosmetic Act and received approval on July 30, 2020, to proceed with the Phase 1 trial on Alzheimer’s patients. The Company completed all dose escalation studies, and as announced by the Company on December 2, 2021, the results of the clinical trial have been submitted in the Clinical/Statistical Report (“CSR”) filed with the FDA. The Company is motivated by the potential that, with future successful results from appropriate further trials, IGC-AD1 could contribute to relief for some of the 55 million people around the world expected to be impacted by Alzheimer’s disease by 2030 (WHO, 2020). To the best of our knowledge, this is the first human clinical trial using ultra low doses of THC, in combination with another molecule, to treat symptoms of dementia in Alzheimer’s patients. THC is a naturally occurring cannabinoid produced by the cannabis plant. It is known for being a psychoactive substance that can impact mental processes in a positive or negative way depending on the dosage. THC is biphasic, meaning that low and high doses of the substance may affect mental and physiological processes in substantially different ways. For example, in some patients, low doses may relieve a symptom, whereas high doses may amplify a symptom. Ultimately, the goal of IGC’s research is to discover and analyze whether, and at what level of dosing, IGC-AD1 provides relief of a given symptom. IGC’s trial is based on micro dosing on patients suffering from Alzheimer’s disease. With further trials, subject to FDA approvals, the Company intends to pursue the efficacy of IGC-AD1 for indications of Agitation in patients with dementia from Alzheimer’s. The Company has filed fifteen (15) patent applications to address various diseases such as Alzheimer’s, Central Nervous System (“CNS”) disorders, pain, stammering, seizures in cats and dogs, eating disorders, stress-relief, and calm-restoring beverage, and fatigue. As of March 31, 2022, our portfolio includes six granted patents.. In addition, we license a patent filing from the University of South Florida titled “Ultra-Low dose THC as a potential therapeutic and prophylactic agent for Alzheimer’s Disease.” The USPTO issued a patent (#11,065,225) for this filing on July 20, 2021. The granted patent relates to IGC’s proprietary formulation, IGC-AD1, intended to assist in the treatment of individuals living with Alzheimer’s disease. On November 11, 2021, Hamsa Biopharma India Pvt. Ltd., a directly owned subsidiary of the Company, executed a Term Sheet with JNCASR and subsequently entered into an agreement for exclusive global rights corresponding to the molecules, technology, patent, and patent filings that were the subject of JNCASR’s research into naphthalene monoimide (NMI) compounds and the role of NMI compounds have on neurotoxicity associated with Alzheimer’s. The agreement with JNCASR was filed on Form 8K on May 12, 2022. IGC has two segments: Infrastructure and Life Sciences. Infrastructure Segment The India and Hong Kong based infrastructure business includes: (i) Execution of Construction Contracts – The Company is executing a $ 1.2 million road-building contract in Kerala, India and was recently awarded another road reconstruction project for $ 289 thousand. (ii) Rental of Heavy Construction Equipment – We rent equipment, such as motor grader and rollers, to construction contractors. There was minimal revenue from rentals in Fiscal 2022 due to seasonality and COVID-19 pandemic disruptions. 52 Table of Contents Life Sciences Segment Biopharmaceutical : Since 2014, this part of our business has focused on the potential uses of phytocannabinoids, including THC and Cannabidiol (“CBD”), in combination with other compounds to treat multiple diseases, including Alzheimer’s. Over the Counter Products : We have created a cannabinoid-based women’s wellness brand, Holief™ available through online channels and a CBD-caffeine-infused energy drink, Sunday Seltzer™, for distribution in wholesale channels. ● Holief™ is an all-natural, non-GMO, vegan, line of over the counter (“OTC”) products aimed at treating menstrual cramps (dysmenorrhea) and premenstrual symptoms (“PMS”). The products are available online and through Amazon and other online channels. o Sunday Seltzer™ is an all-natural, organic, carbonated energy drink with natural caffeine from green tea extract, CBD, vitamins B, vitamin C, no added sugars, and no preservatives. The energy drink is available in two flavors, pomegranate-lemon, and peach-ginger. In addition, Sunday Seltzer™ is also available in four flavors with CBD, vitamins B, vitamin C, and no caffeine. Both Holief™, and Sunday Seltzer™ are compliant with relevant federal, state, and local laws, and regulations. The Company’s principal office is in Maryland. Additionally, the Company has a facility in Washington state, Colombia South America, and India. As of March 31, 2022, 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. and Colombia-based beneficially-owned subsidiary Hamsa Biopharma Colombia SAS (formerly Hamsa Biochem SAS) (Hamsa). The Company’s fiscal year is the 52- or 53-week period that ends on March 31. The Company is a Maryland corporation established in 2005. The Company’s filings are available on www.sec.gov. NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES a) Principles of consolidation The consolidated financial statements include the accounts of the Company and all its subsidiaries. Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Transactions between the Company and its subsidiaries are eliminated in the consolidated financial statements. b) Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 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; sales returns; normal loss during production; future obligations under employee benefit plans; the useful lives of property, plant, and equipment; intangible assets; valuations; impairment of goodwill and investments; recoverability of advances; the valuation of options granted, and warrants issued; and income tax and deferred tax valuation allowances, if any. Actual results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Critical accounting estimates could change from period to period and could have a material impact on IGC’s results, operations, financial position, and cash flows. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the consolidated financial statements. c) Revenue recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of this standard is that a company should recognize revenue to depict 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. 53 Table of Contents 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 contractual 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 products in the Infrastructure segment and Life Sciences segment. Refer to Note 17 - “Revenue Recognition.” d) Cost of Revenue Our cost of revenue includes costs associated with in-house and outsourced distribution, labor expense, components, manufacturing overhead, and outbound freight for our products division. In our products division, cost of revenue also includes the cost of refurbishing or repackaging, if required, on products returned by customers that will be offered for resale. (e) Earnings/(Loss) per Share The computation of basic loss per share for Fiscal 2022, excludes potentially dilutive securities of approximately 6,302,149 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 Fiscal 2022 and 2021, used for the computation of basic earnings per share (“EPS”) is 49,991,631 and 41,963,382 , respectively. Due to the loss incurred during Fiscal 2022 and 2021, all the potential equity shares are anti-dilutive, and accordingly, the fully diluted EPS is equal to the basic EPS. f) Income taxes The Company accounts for income taxes under the asset and liability method, in accordance with ASC 740, Income Taxes, which requires an entity to recognize deferred tax liabilities and assets. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the enacted tax rate expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. A valuation allowance is established and recorded when management determines that some or all of the deferred tax assets are not likely to be realized and therefore, it is necessary to reduce deferred tax assets to the amount expected to be realized. In evaluating a tax position for recognition, management evaluates whether it is more-likely-than-not that a position will be sustained upon examination, including resolution of related appeals or litigation processes, based on technical merits of the position. If the tax position meets the more-likely-than-not recognition threshold, the tax position is measured and recognized in the Company’s financial statements as the largest amount of tax benefit that, in management’s judgment, is greater than 50% likely of being realized upon settlement. As of March 31, 2022, and 2021, there was no significant liability for income tax associated with unrecognized tax benefits. g) 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 $ 124 thousand of accounts receivable, net of provision for doubtful debt of $ 93 thousand as of March 31, 2022, as compared to $ 175 thousand of accounts receivable, net of provision for doubtful debt of $ 63 thousand as of March 31, 2021. 54 Table of Contents h) Cash and cash equivalents For financial statement purposes, the Company considers all highly liquid debt instruments with a maturity of three months or less, to be cash equivalents. The Company maintains its cash in bank accounts in the U.S., India, Colombia, and Hong Kong, which at times may exceed applicable insurance limits. The cash and cash equivalents in the Company on March 31, 2022 and 2021, was approximately $ 10,460 thousand and $ 14,548 thousand, respectively. i) Short-term and long-term investments Our policy for short-term and long-term investments is to establish a high-quality portfolio that preserves principal, meets liquidity needs, avoids inappropriate concentrations, and delivers an appropriate yield in relationship to our investment guidelines and market conditions. Short-term and long-term investments consist of corporate, various government agency and municipal debt securities, as well as certificates of deposit that have maturity dates that are greater than 90 days. Certificates of deposit and commercial paper are carried at cost which approximates fair value. Available-for-sale securities: Investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the statement of financial position. Investments are initially measured at cost, which is the fair value of the consideration given for them, including transaction costs. Where the Company’s ownership interest is in excess of 20% and the Company has a significant influence, the Company has accounted for the investment based on the equity method in accordance with ASC Topic 323, “ Investments – Equity method and Joint Ventures. ” Under the equity method, the Company’s share of the post-acquisition profits or losses of the equity investee is recognized in the consolidated statements of operations and its share of post-acquisition movements in accumulated other comprehensive income / (loss) is recognized in other comprehensive income / (loss). 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 March 31, 2022, 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. ” j) Property, plant, and equipment (PP&E) Property and equipment are recorded at cost net of accumulated depreciation and depreciated over their estimated useful lives using the straight-line method. Upon retirement or disposition, cost and related accumulated depreciation of the property and equipment are de-recognized, and any gain or loss is reflected in the results of operation. Cost of additions and substantial improvements to property and equipment are capitalized. The cost of maintenance and repairs of the property and equipment are charged to operating expenses as incurred. k) Fair value of financial instruments ASC 820, “Fair Value Measurement” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The carrying amounts of the Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate their fair values due to the nature of the items. Please refer to Note 15, “Fair value of financial instruments,” for further information. 55 Table of Contents l) Concentration of credit risk and significant customers Financial instruments, which potentially expose the Company to concentrations of credit risk, are primarily comprised of cash and cash equivalents, investments, accounts receivable and unbilled accounts receivable, if any. The Company places its cash, investments in highly rated financial institutions. The Company adheres to a formal investment policy with the primary objective of preservation of principal, which contains credit rating minimums and diversification requirements. Management believes its credit policies reflect normal industry terms and business risk. The Company does not anticipate non-performance by the counterparties and, accordingly, does not require collateral. During Fiscal 2021, sales were spread across customers in Asia and U.S. and the credit concentration risk is low. m) Stock – Based Compensation The Company accounts for stock-based compensation to employees and non-employees in conformity with the provisions of ASC Topic 718, “ Stock-Based Compensation. ” The Company expenses stock-based compensation to employees over the requisite vesting period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Stock-based awards are recognized on a straight-line basis over the requisite vesting period. For stock-based employee compensation cost recognized at any date will be at least equal to the amount attributable to the share-based compensation that is vested at that date. For performance-based awards, stock-based compensation expense is recognized over the expected performance achievement period of individual performance milestones when the achievement of each individual performance milestone becomes probable. For performance-based awards with a vesting schedule based entirely on the attainment of performance conditions, stock-based compensation expense associated with each tranche is recognized over the expected achievement period for the operational milestone, beginning at the point in time when the relevant operational milestone is considered probable to be achieved. For market-based awards, stock-based compensation expense is recognized over the expected achievement period. The fair value of such awards is estimated on the grant date using Monte Carlo simulations. The Company estimates the fair value of stock option grants using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of stock-based awards represent Management’s best estimates. Generally, the closing share price of the Company’s common stock on the date of grant is considered the fair-value of the share. The volatility factor is determined based on the Company’s historical stock prices. The expected term represents the period that our stock-based awards are expected to be outstanding. The Company has never declared or paid any cash dividends. For further information refer to Note 14, “Stock-Based Compensation” of Notes to Consolidated Financial Statements. n) Commitments and contingencies Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. We record associated legal fees as incurred. Information regarding our commitments and contingencies is incorporated by reference in Note 12, “Commitments and contingencies” of this Annual Report on Form 10-K. o) Impairment of long – lived assets The Company reviews its long-lived assets, with finite lives, for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable. Such circumstances include, though are not limited to, significant or sustained declines in revenues or earnings, future anticipated cash flows, business plans, and material adverse changes in the economic climate, such as changes in the operating environment, competitive information, and impact of changes in government policies. For assets that the Company intends to hold for use, if the total of the expected future undiscounted cash flows produced by the assets or subsidiary company is less than the carrying amount of the assets, a loss is recognized for the difference between the fair value and carrying value of the assets. For assets, the Company intends to dispose of by sale, a loss is recognized for the amount by which the estimated fair value less cost to sell is less than the carrying value of the assets. Fair value is determined based on quoted market prices, if available, or other valuation techniques including discounted future net cash flows. Unlike goodwill, long-lived assets are assessed for impairment only where there are any specific indicators for impairment. 56 Table of Contents p) Intangible assets The Company's intangible assets are accounted for in accordance with ASC Topic 350, Intangibles – Goodwill and Other. 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. Our annual impairment analysis includes a qualitative assessment to determine if it is necessary to perform the quantitative impairment test. In performing a qualitative assessment, we review events and circumstances that could affect the significant inputs used to determine if the fair value is less than the carrying value of the intangible assets. If quantitative analysis is necessary, we would analyze various aspects including revenues from the business, associated with the intangible assets. 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 than not that an impairment loss has been incurred. 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. The Company intends to capitalize trademarks and related expenses exceeding $2,500 per trademark. Management may also capitalize trademarks and related expenses up to $2,500 per trademark based on its potential and benefit in coming years. q) Inventory 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. Inventory consists of raw materials, finished goods related to wellness products, hand sanitizers, finished hemp-based products, beverages, among others as well as work-in-progress such as extracted crude oil, hemp-based isolate, growing crops, and herbal oils, among others. Work-in-progress also includes product manufacturing in process, costs of growing hemp, in accordance with applicable laws and regulations including but not limited to labor, utilities, fertilizers and irrigation. Inventory is primarily accounted for using the weighted average cost method. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. Harvested crops are measured at net realizable value, with changes recognized in profit or loss only when the harvested crop: - has a reliable, readily determinable, and realizable market value; - has relatively insignificant and predictable costs of disposal; and - is available for immediate delivery. The Company believes its harvested crops do not have a readily available market. Hence in Fiscal 2021, the Company values its harvested crops at cost. 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. r) Cybersecurity We have a cybersecurity policy in place and tighter cybersecurity measures to safeguard against hackers. In Fiscal 2022, there were no impactful breaches in cybersecurity. s) Research and Development Expenses During Fiscal 2022 and 2021, the Company recorded research and development expenses of approximately $ 2.3 million and $ 0.9 million, respectively. All research and development costs are expensed in the period in which they are incurred. 57 Table of Contents t) Leases Lessor Accounting Under the current ASU guidance, contract consideration will be allocated to its lease components and non-lease components (such as maintenance). For the Company as a lessor, any non-lease components will be accounted for under ASC Topic 606, “ Revenue from Contracts with Customers, ” unless the Company elects a lessor practical expedient to not separate the non-lease components from the associated lease component. The amendments in ASU 2018-11 also provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (“Topic 606”). To elect the practical expedient, the timing and pattern of transfer of the lease and non-lease components must be the same and the lease component must meet the criteria to be classified as an operating lease if accounted for separately. If these criteria are met, the single component will be accounted for under either Topic 842 or Topic 606 depending on which component(s) are predominant. The lessor practical expedient to not separate non-lease components from the associated component must be elected for all existing and new leases. As lessor, the Company expects that post-adoption substantially all existing leases will have no change in the timing of revenue recognition until their expiration or termination. The Company expects to elect the lessor practical expedient to not separate non-lease components such as maintenance from the associated lease for all existing and new leases and to account for the combined component as a single lease component. The timing of revenue recognition is expected to be the same for the majority of the Company’s new leases as compared to similar existing leases; however, certain categories of new leases could have different revenue recognition patterns as compared to similar existing leases. For leases that are accounted for as operating leases, income is recognized on a straight-line basis over the term of the lease contract. Generally, when a lease is more than 180 days delinquent (where more than three monthly payments are owed), the lease is classified as being on nonaccrual and the Company stops recognizing leasing income on that date. Payments received on leases in nonaccrual status generally reduce the lease receivable. Leases on nonaccrual status remain classified as such until there is sustained payment performance that, in the Company’s judgment, would indicate that all contractual amounts will be collected in full. Lessee Accounting The Company adopted ASU 2016-02 effective April 1, 2019, using the modified retrospective approach. The standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. In connection with the adoption, the Company will elect to utilize the modified retrospective presentation whereby the Company will continue to present prior period financial statements and disclosures under ASC Topic 840. In addition, the Company will elect the transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification and initial direct costs. Further, the Company will adopt a short-term lease exception policy, permitting us to not apply the recognition requirements of this standard to short-term leases (i.e., leases with terms of 12 months or less), and an accounting policy to account for lease and non-lease components as a single component for certain classes of assets. Under ASU 2016-02 (Topic 842), lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. There was no impairment for right-of-use lease assets as of March 31, 2021. The Company categorizes leases at their inception as either operating or finance leases. On certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Please refer to Note 9, “Leases,” for further information. 58 Table of Contents u) Recently issued and adopted 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. Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows, or disclosures. NOTE 3 – INVENTORY (in thousands) As of March 31, 2022 ($) As of March 31, 2021 ($) Raw materials 2,247 2,294 Work-in-progress 584 2,199 Finished goods 717 985 Total 3,548 5,478 Inventory in the form of work-in-progress as of March 31, 2022, comprises, but it is not limited to, various hemp-based extracts such as crude oil, hemp distillate, and hemp isolate. 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, gummies, lotions, beverages, and personal protective equipment, among others. During Fiscal 2022, the Company wrote off approximately $ 252 thousand of inventory due to abnormal amounts of idle facility expense, freight, handling costs, scrap, and wasted material (spoilage) as compared to approximately $ 307 thousand for Fiscal 2021. The Company also made an NRV adjustment of $ 1.7 million due to fall in the price of hemp derivatives because of COVID, leading to lower foot traffic and store closures. As a result, it impacts decrease in demand and price. These charges were recorded in Selling, General and Administrative Expenses. NOTE 4 – DEPOSITS AND ADVANCES (in thousands) As of March 31, 2022 ($) As of March 31, 2021 ($) Advances to suppliers and consultants 170 1,295 Other receivables and deposits 472 1,745 Prepaid expense and other current assets 336 196 Total 978 3,236 The Advances to suppliers and consultants primarily relate to advances to suppliers in our Life Sciences and Infrastructure segment. Advances for Property, Plant, and Equipment include an advance paid for the equipment. Prepaid and other current assets include approximately $ 170 thousand statutory advances for Fiscal 2022, as compared to $ 36 thousand in Fiscal 2021. Other receivables and deposits as of March 31, 2021, consist of an inventory of $ 1.7 million that was on deposit with a vendor. The vendor reported the inventory as stolen and filed an insurance claim. The Company created a provision for the $ 1.9 million on stolen inventory and other advances and receivables during Fiscal 2022. We are simultaneously pursuing the vendor for compensation. The Company decided to move advances paid to some suppliers worth approximately $ 586 thousand to claims and advances, considering recovering might take more than 12 months. . 59 Table of Contents NOTE 5 – INTANGIBLE ASSETS Amortized intangible assets (in thousands) As of March 31, 2022 ($) As of March 31, 2021 ($) Patents 290 220 Other intangibles 32 32 Accumulated amortization ( 51 ) ( 26 ) Total amortized intangible assets 271 226 Other intangible assets Patents 646 181 Other intangibles - - Total unamortized intangible assets 646 181 Total intangible assets 917 407 The value of intangible assets includes the cost of acquiring patent rights, supporting data, and the expense associated with filing 13 patents. It also includes acquisition costs related to 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 Fiscal 2022 and 2021, amounted to approximately $ 24 thousand and $ 16 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 March 31, 2022, there was no impairment. Estimated amortization expense (in thousands) ($) For the year ended 2023 26 For the year ended 2024 29 For the year ended 2025 32 For the year ended 2026 35 For the year ended 2027 38 NOTE 6 – PROPERTY, PLANT, AND EQUIPMENT (in thousands, except useful life) Useful Life (years) As of March 31, 2022 ($) As of March 31, 2021 ($) Land N/A 4,438 4,606 Buildings & facilities 25 2,810 3,817 Plant and machinery 5 - 20 4,594 4,579 Computer equipment 3 241 216 Office equipment 3 - 5 145 111 Furniture and fixtures 5 141 130 Vehicles 5 163 165 Construction in progress N/A 108 50 Total gross value 12,639 13,674 Less: accumulated depreciation ( 3,220 ) ( 2,834 ) Total property, plant and equipment, net 9,419 10,840 60 Table of Contents The depreciation expense in Fiscal 2022 and 2021, amounted to approximately $ 627 thousand and $ 462 thousand, respectively. The net decrease in total Property, Plant & Equipment is primarily due to depreciation and foreign exchange translations because of a decrease in value of foreign currencies. In fiscal 2022, Company found cost efficient and advance facility outside the US, so it decided to impair facility worth of $ 833 thousand. The construction in progress relates to the Maryland office extension. For more information, please refer to Note 18, “Segment Information” for the non-current assets other than financial instruments held in the country of domicile and foreign countries. NOTE 7 – INVESTMENTS IN NON-MARKETABLE SECURITIES Short-term investment (in thousands) As of March 31, 2022 ($) As of March 31, 2021 ($) Investment in Evolve I (i) - 80 Total - 80 (i) On May 12, 2020, the Company acquired approximately 19.8 % shareholding in Evolve I, Inc. (“Evolve”), a Washington corporation (“Evolve”) under the terms of a Share Subscription Agreement (“SSA”) for a consideration of approximately $ 249 thousand. However, based on an assessment of the business environment, the Company decided to dispose of the holding and amicably exit the acquisition. In light of the above, the Company recorded an impairment charge of $ 169 thousand as of March 31, 2021. During Fiscal 2022, the Company received back partial shares of IGC common stock, which had been given pursuant to the SSA, in exchange for the return of its shareholding in Evolve. Accordingly, the Company canceled the partial shares received by it and impaired its remaining investment of approximately $ 37 thousand. Long-term investment (in thousands) As of March 31, 2022 ($) As of March 31, 2021 ($) Investment in equity shares of unlisted company - 12 Total - 12 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. Due to the impact of COVID-19 on our infrastructure business, the Company impaired its investment. NOTE 8 – CLAIMS AND ADVANCES (in thousands) As of March 31, 2022 ($) As of March 31, 2021 ($) Claims receivable (1) 368 382 Non-current deposits - 18 Non-current advances (2) 569 203 Total 937 603 (1) The claims receivable is due from the Cochin International Airport (“CIA”) that is partially owned by the State Government of Kerala. While the Company has initiated collection proceedings in the Commercial Court of Ernakulam, it believes it will be difficult to receive the amount in the next 12 months because of the time required for legal collection proceedings. The decrease in claims receivable was mainly due to foreign exchange translation as a result of decrease in value of Indian Rupee. (2) Includes a loan of $ 200 thousand to one of our manufacturers for the purchase of equipment. In addition to that, the Company decided to move advances paid to some suppliers worth approximately $ 586 thousand to claims and advances, considering recovering might take more than 12 months 61 Table of Contents 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 Fiscal 2022 and 2021 are approximately $ 178 thousand and $ 233 thousand, respectively. The Company also has four operating leases as of March 31, 2022. America : In November 2019, the Company entered into a lease agreement with a lease term of less than 12 months. This lease was amended in March 2020, with a new lease term from March 1, 2020, to November 30, 2025. The annual lease expense is approximately $ 123 thousand. The lease contract does not contain any material residual value guarantees or material restrictive covenants. The remaining lease term for the operating lease is 3.7 years with a discount rate of 7 %. The lease does not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. Asia : The Company renewed three lease agreements for terms between three to four years expiring between 2023 and 2024. The total annual lease expense is approximately $ 27 thousand. The lease contracts do not contain any material residual value guarantees or material restrictive covenants. The remaining lease term for the operating leases is between 2.00 - 2.75 years with a discount rate of 7 %. The lease does not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate. (in thousands) Year Ended March 31, 2022 ($) (in thousands) Year Ended March 31, 2021 ($) Operating lease costs 149 123 Short term lease costs 178 233 Total lease costs 327 356 Right of use assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows: (in thousands) (in thousands) Year Ended March 31, 2022 ($) Year Ended March 31, 2021 ($) Assets Operating lease asset 450 488 Total lease assets 450 488 Liabilities Current liabilities: Accrued liabilities and others (current portion – operating lease liability) 123 90 Noncurrent liabilities: Operating lease liability (non-current portion – operating lease liability) 341 405 Total lease liability 464 495 Supplemental cash flow and non-cash information related to leases is as follows: (in thousands) Year Ended March 31, 2022 ($) (in thousands) Year Ended March 31, 2021 ($) Cash paid for amounts included in the measurement of lease liabilities –Operating cash flows from operating leases 109 79 Right-of-use assets obtained in exchange for operating lease obligations 450 488 62 Table of Contents As of March 31, 2022, the following table summarizes the maturity of our lease liabilities: Mar-23 148 Mar-24 153 Mar-25 133 Mar-26 87 Less: Present value discount ( 57 ) Total Lease liabilities 464 NOTE 10 – ACCRUED LIABILITIES AND OTHERS (in thousands) As of March 31, 2022 ($) As of March 31, 2021 ($) Compensation and other contributions 1,054 849 Provision for expenses 103 309 Other current liability 300 430 Total 1,457 1,588 Compensation and other contribution related liabilities consist of accrued salaries to employees. Provision for expenses include provision for legal, professional, and marketing expenses. Other current liability also includes $ 123 thousand and $ 90 thousand of current operating lease liability and statutory payables of approximately $ 55 thousand and $ 24 thousand as of March 31, 2022 and March 31, 2021, respectively. NOTE 11 – LOANS AND OTHER LIABILITIES Forgiveness of Paycheck Protection Program Promissory Note: On May 3, 2020, the Company signed the Paycheck Protection Program Promissory Note (the “PPP Note”) for a loan of approximately $ 430 thousand. The PPP Note was to mature after 2 years on May 3, 2022, with monthly repayments of approximately $18 thousand commencing November 1, 2020, and interest accrued on the outstanding principal balance at an annual fixed rate of 1.00%. On June 10, 2021, the Company received forgiveness for the full amount borrowed of approximately $430 thousand. This is accounted in the company’s consolidated statements of operations and comprehensive loss for Fiscal 2022, as other income, net. Loan as of March 31, 2022: On June 11, 2020, the Company received an Economic Injury Disaster Loan (“EIDL”) for approximately $ 150 thousand at an annual interest rate of 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 SBA receives the payment and will then apply any remaining balance to reduce principal. All remaining principal and accrued interest is due and payable in 30 years from the date of the loan. For Fiscal 2022, the interest expense and principal payment for the EIDL was approximately $ 5 thousand and $ 3 thousand, respectively. As of March 31, 2022, approximately $ 144 thousand of the loan is classified as Long-term loans and approximately $ 3 thousand as Short-term loans. Other Liability: (in thousands) As of March 31, 2022 ($) 2021 ($) Statutory reserve 16 15 Total 16 15 The statutory reserve is a gratuity reserve for employees in our subsidiaries in India. 63 Table of Contents NOTE 12 – COMMITMENTS AND CONTINGENCIES 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 consolidated financial statements as of March 31, 2022, except as disclosed in Item 3 – Legal Proceedings, and Note 19 - Subsequent Events. 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 Indian laws, 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 termination 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 equal to 12 % of the covered employee’s salary. The contribution is made to the Indian Government’s provident fund. NOTE 13 – SECURITIES As of March 31, 2022, the Company was authorized to issue up to 150,000,000 shares of common stock, par value $ 0.0001 per share, and 51,054,017 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 March 31, 2022. We have one security listed on the NYSE American: common stock, $0.0001 par value (ticker symbol: IGC). This security also trades on the Frankfurt, Stuttgart, and Berlin stock exchanges (ticker symbol: IGS1). The Company also has 91,472 units outstanding that can be separated into common stock. Ten units may be separated into one share of common stock. The unit holders are requested to contact the Company or our transfer agent, Continental Stock Transfer & Trust, to separate their units into common stock. On January 13, 2021, the Company entered into a Sales Agreement (the “Agreement”) with The Benchmark Company, LLC (“Benchmark” or the “Sales Agent”) pursuant to which the Sales Agent is acting 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” (“ATM”) offering as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Offering”). During Fiscal 2022, the Company raised approximately $ 4.1 million from the ATM, net of commission. The management may use these funds for working capital and capital expenditure requirements, along with clinical trials, share repurchases, debt repayments, investments, including but not limited to, mutual funds, treasury bonds, cryptocurrencies, and other asset classes. NOTE 14 – STOCK-BASED COMPENSATION As of March 31, 2022, under both the Company’s previous 2008 and current 2018 Omnibus Incentive Plans, a total of 8,337,627 shares of common stock have been issued to employees, non-employees, and advisors. In addition, 6 million restricted share units (RSUs) fair valued at $ 7 million with a weighted average value of $ 1.18 per share, have been granted but not yet issued from different Incentive Plans and Grants. This includes 4 million RSUs granted to employees and directors, which consists of a vesting schedule based entirely on the attainment either operational milestones (performance conditions) or market conditions, assuming continued employment either as an employee, or director with the Company. The performance based RSUs are accounted upon certification by the management confirming the probability of achievement of milestones. As of March 31, 2022, the management confirmed none of the milestones had been achieved but were considered probable to be achieved by September 30, 2024. Additionally, options held by advisors and directors to purchase 300 thousand shares of common stock fair valued at $ 278 thousand with a weighted average of $ 0.93 per share, which have been granted but are to be issued over a vesting period, between Fiscal 2022 and Fiscal 2026. Options granted and issued before the vesting period are expensed when issued. 64 Table of Contents The options are fair valued using a Black-Scholes Pricing Model and market based RSU are valued based on lattice model with the following assumptions: Granted in Fiscal 2022 Granted in Fiscal 2021 Expected life of options 5 years 5 years Vested options 100 % 100 % Risk free interest rate 2.42 % 0.68 % Expected volatility 282 % 249 % Expected dividend yield Nil Nil 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 Fiscal 2022, the Company’s share-based expense and option-based expense shown in Selling, general and administrative expenses (including research and development) was $ 2.1 million and $ 8 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 Fiscal 2021, the Company’s share-based expense and option-based expense shown in Selling, general and administrative expenses (including research and development) was $ 589 thousand and $ 69 thousand, respectively. Non-vested shares Shares (in thousands) (#) Weighted average grant date fair value ($) Non-vested shares as of March 31, 2021 173 0.85 Granted 5,949 1.20 Vested ( 812 ) ( 1.26 ) Cancelled/Forfeited ( 27 ) ( 1.35 ) Non-vested shares as of March 31, 2022 5,283 1.17 Options Shares (in thousands) (#) Weighted average grant date fair value ($) Weighted average exercise price ($) Options outstanding as of March 31, 2021 210 0.46 0.36 Granted 150 1.39 1.39 Exercised - - - Cancelled/forfeited ( 60 ) ( 0.45 ) ( 0.30 ) Options outstanding as of March 31, 2022 300 0.93 0.89 There was a combined unrecognized expense of $ 5.35 million related to non-vested shares and share options that the Company expects to be recognized over weighted average life of 4.23 years. NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS As of March 31, 2022, 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 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 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 cost-method. For further information refer Note 7, “Investments in Non-Marketable Securities.” 65 Table of Contents The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2022, and 2021, and indicates the fair value hierarchy of the valuation techniques the Company used to determine such fair value: (in thousands) Level 1 ($) Level 2 ($) Level 3 ($) Total ($) March 31, 2022 Cash and cash equivalents: 10,460 - - 10,460 Total cash and cash equivalents 10,460 - - 10,460 Investments: -Marketable securities - - - - -Non-marketable securities - - - - Total investments - - - - Level 1 ($) Level 2 ($) Level 3 ($) Total ($) March 31, 2021 Cash and cash equivalents: 14,548 - - 14,548 Total cash and cash equivalents 14,548 - - 14,548 Investments: -Marketable securities - - - - -Non-marketable securities - - 92 92 Total investment - - 92 92 NOTE 16 – INCOME TAXES The Company calculates its provision for foreign and U.S. federal income taxes based on the current tax law. As the Company maintains a full valuation allowance against its deferred tax assets, there is no income tax expense recorded related to this change other than the Federal AMT credit which are refundable due to the passage of tax reform. Due to the Company’s history of losses and uncertainty of future taxable income, a valuation allowance sufficient to fully offset net operating losses and other deferred tax assets has been established. The valuation allowance will be maintained until sufficient positive evidence exists to support a conclusion that a valuation allowance is not necessary. Income tax expense/(benefit) for each of the years ended March 31 consists of the following: Year Ended March 31, (in thousands) Income Tax Expense 2022 ($) 2021 ($) Net income loss before tax ( 15,016 ) ( 8,811 ) Tax rate 21 % 21 % Expected income tax recovery ( 3,153 ) ( 1,850 ) Impact of tax rate differences in foreign jurisdictions - ( 33 ) Tax rate changes and other adjustments ( 385 ) ( 78 ) Permanent differences 50 19 Change in valuation allowance 3,488 1,942 - - 66 Table of Contents The significant components of deferred income tax expense/(benefit) from operations before non-controlling interest for each of the years ended March 31 are approximated as following: Year Ended March 31, (in thousands) Deferred income taxes 2022 ($) 2021 ($) Net operating loss carry-forwards foreign 149 536 Non-capital loss carry-forwards – U.S. 10,487 7,373 Temporary differences ( 66 ) ( 827 ) Net deferred tax asset 10,570 7,082 Valuation allowance ( 10,570 ) ( 7,082 ) - - The table below sets forth the details of expiration of the non-financial carried forward losses of the Company as of March 31, 2022, as under: Year Amount (in thousands) ($) 2023 52 2024 343 2025 4 2026 14 2027 34 2028 16 2029 28 2030 210 2031 3,081 2032 4,141 2033 627 2034 1,269 2035 1,735 2036 1,176 2037 819 2038 1,256 2039 4,132 2040 7,932 2041 8,841 2042 14,897 Total 50,607 Realization of deferred tax assets, including those related to net operating loss carryforwards, are dependent upon future earnings, if any, of which the timing and amount are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Based upon the Company’s current operating results management cannot conclude that it is more likely than not that such assets will be realized. The Company files income tax returns in India, Hong Kong, Colombia, and the U.S. 67 Table of Contents NOTE 17 – REVENUE RECOGNITION Revenue in the Infrastructure segment is recognized for the renting business when the equipment is rented, and terms of the agreement have been fulfilled during the period. The revenue from the purchase and resale of physical infrastructure commodities is recognized once the bill of lading along with the invoice have been transferred to the customer. Revenue from the execution of infrastructure contracts is recognized on the basis of 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 that date. 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 stores. Revenue is recognized when control of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or, to the customer directly. Revenue from tolling services is recognized when the performance obligation, such as processing of the material, has been completed and output material has been transferred to the customer. We license our products to processors. 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 Fiscal 2022 and 2021 are as follows: (in thousands) Year ended March 31, 2022 ($) 2021 ($) Infrastructure segment Rental income (1) 23 1 Construction contracts (2) 15 174 Life Sciences segment Wellness and lifestyle (3) 316 688 White label services (4) 43 35 Total 397 898 (1) Rental income consists of income from rental of heavy construction equipment. (2) Construction income consists of the execution of contracts directly or through subcontractors. (3) Relates to revenue from the Life Sciences segment including the sale of wellness and lifestyle products such as hand sanitizers, bath bombs, lotions, gummies, beverages, hemp crude extract, hemp isolate, and hemp distillate. (4) Relates to revenue from the Life Sciences segment, including income white label services, which refers to a fully supported product or service that is made by us but sold by another company. NOTE 18 – 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 CODM 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: (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 had determined that it operated in a single operating and reportable segment. As of the date of this report and in preparation for the new and different source of revenue, the Company has determined that it operates in two operating and reportable segments: (a) Infrastructure segment and (b) Life Sciences segment. The Company does not include intercompany transfers between segments for Management reporting purposes. 68 Table of Contents The following provides information required by ASC 280-10-50-38 “Entity-wide Information”: 1) The table below shows revenue reported by segment: Product & Service (in thousands) Segments Fiscal 2022 ($) Percentage of Total Revenue (%) Infrastructure segment 37 9 % Life Sciences segment 359 91 % Total 397 100 % (in thousands) Segments Fiscal 2021 ($) Percentage of Total Revenue (%) Infrastructure segment 175 20 % Life Sciences segment 723 80 % Total 898 100 % For information for revenue by product and service, refer Note 17, “Revenue Recognition.” 2) The table below shows the attributed to the country of domicile (U.S.) and foreign countries. Revenue is generally attributed to the geographic location of customers: (in thousands) Segments Country Fiscal 2022 ($) Percentage of Total Revenue (%) Asia India 68 17 % America U.S. 329 83 % Total 397 100 % (in thousands) Segments Country Fiscal 2021 ($) Percentage of Total Revenue (%) Asia India 175 19.5 % America U.S. 723 80.5 % Total 898 100 % 69 Table of Contents 3) The table below shows the non-current assets other than financial instruments held in the country of domicile and foreign countries. (in thousands) Nature of Assets U.S. (Country of Domicile) ($) Foreign Countries (India, Hong Kong, and Colombia) ($) Total as of March 31, 2022 ($) Intangible assets, net 436 481 917 Property, plant and equipment, net 4,978 4,441 9,419 Investments in unlisted securities - - - Claims and advances 550 387 937 Operating lease asset 396 54 450 Total non-current assets 6,360 5,363 11,723 (in thousands) Nature of Assets U.S. (Country of Domicile) ($) Foreign Countries (India Hong Kong and Colombia) ($) Total as of March 31, 2021 ($) Intangible assets, net 407 - 407 Property, plant and equipment, net 6,228 4,612 10,840 Investments in unlisted securities - 12 12 Claims and advances 200 403 603 Operating lease asset 488 - 488 Total non-current assets 7,323 5,027 12,350 NOTE 19 – SUBSEQUENT EVENTS On November 11, 2021, Hamsa Biopharma India Pvt. Ltd. (“Hamsa Biopharma”), a directly owned subsidiary of the Company, executed a Term Sheet with JNCASR, and on March 28, 2022, entered into an agreement for exclusive global rights corresponding to the molecules, technology, patent, and patent filings. The completion of outstanding items in the agreement occurred on May 10, 2022, and the agreement with JNCASR was filed on Form 8K on May 12, 2022. IGC acquired exclusive global rights to the molecule and plans to develop this lead candidate further. On June 7, 2022, the USPTO issued a patent (#11,351,152) to the Company titled “Method and Composition for Treating Seizures Disorders”. The patent relates to compositions and methods for treating multiple types of seizure disorders and epilepsy in humans and animals using a combination of the CBD with other compounds. Subject to further research and study, the combination is intended to reduce side effects caused by hydantoin anticonvulsant drugs such as phenobarbital, by reducing the dosing of anticonvulsant drugs in humans, dogs, and cats. 70 Table of Contents ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.