What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-06-27 compared with 2024-06-24 · 400 added, 208 removed, 59 unchanged (91% of the section changed)

MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed on the NYSE American under “IGC” symbol with CUSIP number 45408X308.

The common stock of the Company is also quoted on the Frankfurt, Berlin, and Stuttgart (XETRA2) stock exchanges in Germany (ticker symbol:

We also have 91,472 units outstanding that can be separated into common stock.

MARKET FOR REGISTRANT ’ S

COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed

on the NYSE American under “IGC” symbol with CUSIP number 45408X308.

The common stock of the Company is also quoted on the

Frankfurt, Berlin, and Stuttgart (XETRA2) stock exchanges in Germany (ticker symbol:

We also have 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.

Further information on the securities can be referred to in Note 13, “Securities” of Part II, Item 8.

The unit holders are requested to contact

the Company or our transfer agent, Continental Stock Transfer & Trust, to separate their units into common stock.

Further information on the

securities can be referred to in Note 13, “Securities” of Part II, Item 8.

Securities authorized for issuance under equity compensation plans

The following table shows, as of March 31, 2024, information regarding outstanding awards available under our compensation plans (including individual compensation arrangements) under which our equity securities may be delivered.

The following table shows,

as of March 31, 2025, information regarding outstanding awards available under our compensation plans (including individual compensation

arrangements) under which our equity securities may be delivered.

Plan category

securities to be

(in thousands)

average exercise

available for

4 unchanged sentences

(1) Consists of our 2018 Omnibus Incentive Plans, as approved by our stockholders on November 8, 2017.

See Note 14, “Stock-Based Compensation” of the Notes to the Consolidated Financial Statements included in this report.

(2) Consists of 2 million shares as a special grant of common stock, as approved by our stockholders on January 7, 2020, 2.5 million shares as a special grant of common stock, as approved by our stockholders on January 11, 2021, 3.5 million shares as a special grant of common stock, as approved by our stockholders on October 15, 2021, 3 million shares as a special grant of common stock, as approved by stockholders on September 9, 2022, and 3 million shares as special grant of common stock, as approved by stockholders on August 18, 2023.

Note 14, “Stock-Based Compensation” of the Notes to the Consolidated Financial Statements included in this report.

(2) Consists of 2 million shares as a special grant of common stock, as approved by our stockholders on January

7, 2020, 2.5 million shares as a special grant of common stock, as approved by our stockholders on January 11, 2021, 3.5 million shares

as a special grant of common stock, as approved by our stockholders on October 15, 2021, 3 million shares as a special grant of common

stock, as approved by stockholders on September 9, 2022, 3 million shares as special grant of common stock, as approved by stockholders

on August 18, 2023 and 5 million shares as special grant of common stock, as approved by stockholders on August 23, 2024.

Holders of Record

As of June 18, 2024, we had approximately 44 registered shareholders of record of our common stock and 2 registered unit holders.

The number of record holders does not include persons who held our common stock in nominee or “street name” accounts through brokers.

Continental Stock Transfer & Trust Company is the transfer agent and registrar for our common stock.

As of June 20, 2025, we had

approximately 46 registered shareholders of record of our common stock and 2 registered unit holders.

The number of record holders does

not include persons who held our common stock in nominee or “street name” accounts through brokers.

Continental Stock Transfer

& Trust Company is the transfer agent and registrar for our common stock.

Dividend policy

We have not declared or paid any dividends on our common stock.

We currently anticipate that we will retain future earnings, if any, for the development, operation, and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.

Any future determinations related to the dividend policy will be made at the discretion of our Board of Directors.

We have not declared or paid

any dividends on our common stock.

We currently anticipate that we will retain future earnings, if any, for the development, operation,

and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.

Any future determinations

related to the dividend policy will be made at the discretion of our Board of Directors.

Unregistered sales of equity securities

On March 22, 2024, the Company entered into a Share Purchase Agreement (the “SPA”) with Bradbury Strategic Investment Fund A, resulting in approximately $3 million in gross proceeds.

The completion of the private placement is subject to customary closing conditions, including approval by the NYSE.

Under the terms of the private placement, IGC will issue approximately 8.8 million shares of unregistered common stock at a price of $0.34 per share.

In addition, the Company will issue 2 million shares of unregistered common stock for consulting services related to raising capital, including the March 2024 capital raised.

Shares are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the provisions of Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S adopted thereunder.

In the first quarter of Fiscal

2026, the Company entered into a Share Purchase Agreement (the 2025 SPA) with multiple investors, relating to the sale and issuance by

our company to investors of an aggregate of 2,803,333 shares of our common stock, for a total purchase price of $841,000, or $0.30 per

share, subject to the terms and conditions set forth in the 2025 SPA.

The investment is subject to customary closing conditions, including

NYSE approval.

As per the 2025 SPA, the investor received piggyback registration rights subject to certain restrictions.

Shares are intended

to be exempt from registration under the Securities Act, by virtue of the provisions of Section 4(a)(2) of Securities Act.

Purchases of equity securities by the issuer and affiliated purchasers

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

The following is a discussion and analysis of the consolidated statement of operations, liquidity, and capital resources, and a summary of cash flows, which apply to Fiscal 2024, ending on March 31, 2024, and Fiscal 2023, ending on March 31, 2023.

These statements should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this Annual Report on Form 10-K.

In addition to historical information, this report contains forward-looking statements that involve risks and uncertainties that may cause our actual results to differ materially from the plans and results discussed in forward-looking statements.

We encourage you to review the risks and uncertainties discussed in the sections entitled Item 1A.

“Risk Factors” and “Forward-Looking Statements” are included at the beginning of this Annual Report on Form 10-K.

The risks and uncertainties can cause actual results to differ significantly from those in our forward-looking statements or implied in historical results and trends.

We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made.

We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

IGC Pharma, a clinical-stage pharmaceutical company, is at the forefront of the fight against Alzheimer’s disease, focusing on innovations to combat this pervasive neurodegenerative condition.

Our flagship investigational new drug, IGC-AD1, represents an advancement in addressing the challenges posed by Alzheimer’s, particularly in managing agitation associated with the disease.

In our Phase 2 clinical trial, IGC-AD1 has demonstrated efficacy in reducing agitation in patients with Alzheimer’s disease.

The interim results reveal an Effect Size (“ES”) of 0.79 (p=0.04), indicating a clinical and statistically significant reduction in agitation compared to the use of a placebo.

This data underscores the potential of IGC-AD1 to provide tangible benefits for patients and caregivers grappling with the debilitating symptoms of Alzheimer’s.

One of the key distinguishing features of IGC-AD1 is its rapid onset of action.

Unlike traditional anti-psychotics, which may take between 6 to 12 weeks to exert their effects, our investigational drug has shown the potential to act within two weeks.

This accelerated timeline not only offers hope for expedited relief to patients but could also signify a paradigm shift in the treatment approach for Alzheimer’s-related agitation.

IGC Pharma is pursuing a robust pipeline comprising five assets, each targeting different facets of Alzheimer’s disease at various stages of development.

Our blockbuster drug, currently undergoing a Phase 2 clinical trial (clinicaltrials.gov, CT05543681), IGC-AD1 holds significant promise in alleviating the burden of agitation in this vulnerable population.

This CB1 partial agonist is specifically designed to address neuroinflammation associated with agitation in Alzheimer’s patients.

Through pre-clinical studies, TGR-63 has demonstrated its potential to disrupt the progression of Alzheimer’s by targeting Aβ plaques, a hallmark feature of the disease.

This approach offers new avenues for intervening in the underlying pathology of Alzheimer’s.

At the preclinical stage, we believe IGC-1C represents a forward-thinking approach to Alzheimer’s therapy by targeting tau protein and neurofibrillary tangles, crucial contributors to the neurodegenerative process.

By addressing these pathological mechanisms, IGC-1C holds promise for disease-modifying interventions.

Also in preclinical development, IGC-M3 aims to inhibit the aggregation of Aβ plaques, offering potential therapeutic benefits in early-stage Alzheimer’s by targeting the underlying pathology responsible for cognitive decline.

Designed to target multiple hallmarks of Alzheimer’s disease, including Aβ plaques and neurofibrillary tangles, LMP represents a comprehensive therapeutic approach to addressing the complex pathophysiology of the disease.

In addition to our pipeline of therapeutic candidates, IGC Pharma is attempting to leverage Artificial Intelligence (“AI”) to develop models for the early detection of Alzheimer’s and to optimize clinical trial design.

By integrating cutting-edge technology with innovative drug development, we are striving to make significant steps in the fight against Alzheimer’s disease.

Furthermore, IGC controls a total of 28 patent filings reflecting our commitment to innovation and intellectual property protection, including for IGC-AD1.

Our patent portfolio underscores our dedication to safeguarding our competitive advantage in the market.

IGC Pharma Inc., is a Maryland corporation established in 2005 with a fiscal year ending on March 31, spanning a 52- or 53-week period.

IGC has two segments:

Life Sciences Segment and Infrastructure Segment.

Please refer to Note 1, “Nature of Operations,” and Item 8 of this Annual Report on Form 10-K, for further information on business segments .

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following is a discussion

and analysis of the consolidated statement of operations, liquidity, and capital resources, and a summary of cash flows, which apply to

Fiscal 2025, ending on March 31, 2025, and Fiscal 2024, ending on March 31, 2024.

These statements should be read in conjunction with

our consolidated financial statements and the related notes that appear elsewhere in this Annual Report on Form 10-K.

In addition to historical

information, this report contains forward-looking statements that involve risks and uncertainties that may cause our actual results to

differ materially from the plans and results discussed in forward-looking statements.

We encourage you to review the risks and uncertainties

discussed in the sections entitled Item 1A.

“Risk Factors” and “Forward-Looking Statements” are included at the

beginning of this Annual Report on Form 10-K.

The risks and uncertainties

can cause actual results to differ significantly from those in our forward-looking statements or implied in historical results and trends.

We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are

We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such

statements to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based,

or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

IGC Pharma, a clinical-stage

pharmaceutical company developing treatments for Alzheimer’s disease (AD) and related neurodegenerative conditions, is committed

to transforming patient care by seeking to offer faster-acting and more effective solutions.

The Company’s research and development

efforts are centered on addressing some of the most challenging and underserved symptoms of Alzheimer’s, with the lead investigational

candidate, IGC-AD1, positioned at the forefront of this strategy.

It is designed to treat agitation in Alzheimer’s dementia, a common

and difficult-to-manage neuropsychiatric symptom that significantly impacts millions of patients’ well-being and caregiver burden.

The Global Economic Environment

In addition to the industry-specific factors, such as regulations around cannabinoid research, we are exposed to economic cycles.

Factors in the global economic environment that may impact our operations include, among other things, currency fluctuations, capital and exchange controls, global economic conditions including inflation, restrictive government actions, changes in intellectual property, legal protections and remedies, trade regulations, tax laws and regulations and procedures and actions affecting approval, production, pricing, and marketing of our products, as well as impacts of political or civil unrest or military action, terrorist activity, unstable governments, and legal systems, inter-governmental disputes, public health outbreaks, epidemics, pandemics, natural disasters or disruptions related to climate change.

Operational Excellence

We remain focused on continuing to build excellence broadly in three areas, cannabinoid-based investigations, drug development and product manufacturing, and online marketing.

Although there can be no assurance, we believe these will give us a competitive advantage, including building an increasingly agile and adaptable commercialization engine with a strong customer-focused market expertise.

Fiscal 2024 Highlights

During Fiscal year ended March 31, 2024, the Company entered into Share Purchase Agreements (the “SPAs”) with multiple investors, resulting in approximately $6 million in gross proceeds.

In addition, the Company also received a $12 million credit line from O Bank.

This is a significant achievement and underscores our commitment to expanding operations and generating value for stakeholders.

The Company has announced, on March 20, 2024, positive interim results from its ongoing Phase 2 trial investigation IGC-AD1.

The trial has shown promising results in reducing Alzheimer’s agitation, which is a major challenge for patients and their caregivers alike.

This development marks a significant step forward in the fight against Alzheimer’s and brings hope to millions of people affected by this devastating disease.

On January 17, 2024, the Company announced that Clincloud, a clinical research facility in Florida, has dosed its first patient as part of the Company’s ongoing Phase 2 trial.

On January 23, 2024, the Company announced details about its drug candidate TGR-63, which specifically targets amyloid-beta plaque, which has the potential to significantly improve the treatment of Alzheimer’s disease.

Subsequently, on February 1, 2024, the Company announced further positive results from preclinical studies of TGR-63, demonstrating its potential as an effective treatment for Alzheimer’s disease.

These studies demonstrated that TGR-63 was successful in reducing plaque burden in Alzheimer’s cell lines and animal models, making it a promising therapeutic candidate for the disease.

The company had significant following achievements in our intellectual property rights:

● On October 25, 2023, Divisional Direction of Patents, Mexico, issued a Granting Office Action (the “GOA”) to the Company titled “METHOD AND COMPOSITION FOR TREATING CNS DISORDER”, for the treatment of Alzheimer’s disease.

Subsequently, Divisional Direction of Patents in Mexico granted a patent on January 3, 2024.

● On October 18, 2023, the European Patent Office (“EPO”) issued a patent (#3193862) to the Company titled “CANNABINOID COMPOSITION AND METHOD FOR TREATING PAIN”.

The patent introduces a method for treating pain in humans.

Utilizing a cream base infused with a unique blend of cannabinoids, including THC and CBD, alongside other compounds, this revolutionary cream or gel is designed for transdermal absorption.

It interacts harmoniously with the peripheral nervous and immune systems, delivering effective pain relief without psychotropic or adverse side effects.

● On July 11, 2023, the Canadian Intellectual Property Office issued a patent (#2,961,410) to the Company titled “CANNABINOID COMPOSITION AND METHOD FOR TREATING PAIN”.

The patent relates to compositions and methods for treating multiple types of seizure disorders in humans using a combination of cannabinoids with other compounds.

Subject to further research and study, the combination may be used for relieving pain in patients with psoriatic arthritis, fibromyalgia, scleroderma, shingles, and related pain-generating conditions.

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

In addition to the industry-specific

factors, such as regulations around cannabinoid research, we are exposed to economic cycles.

Factors in the global economic environment

that may impact our operations include, among other things, currency fluctuations, capital and exchange controls, global economic conditions

including inflation, restrictive government actions, changes in intellectual property, legal protections and remedies, trade regulations,

tax laws and regulations and procedures and actions affecting approval, production, pricing, and marketing of our products, as well as

impacts of political or civil unrest or military action, terrorist activity, unstable governments, and legal systems, inter-governmental

disputes, public health outbreaks, epidemics, pandemics, natural disasters or disruptions related to climate change.

Clinical Trial Operational Excellence

As part of our commitment

to operational discipline and patient-centric innovation, we continue to focus not only on the scientific rigor of our clinical trials

but also on their cost-effectiveness.

For our Phase 2 trial of IGC-AD1, we have successfully optimized trial operations to bring the cost

per patient enrolled to approximately $70 thousand.

This represents a significant

improvement over industry norms for Alzheimer’s trials, where average per-patient costs can exceed $100 thousand to $150 thousand,

according to multiple industry benchmarks for mid-stage neurodegenerative clinical trials.

These efficiencies reflect our strategic use

In-house site selection, training of clinical sites, monitoring, audit, scientific, and clinical trial operations

In house regulatory and marketing to potential patients for each of the clinical trial sites

● Technology-enabled

patient recruitment and monitoring

By keeping trial costs below

market averages while maintaining robust clinical standards, we believe we are well-positioned to deliver high-quality data and extend

our cash runway, both critical to de-risking our development timeline and enhancing shareholder value, although there can be no assurance

Clinical Trial Updates

March 26, 2025, the Company announced additional positive interim results from its ongoing Phase 2 clinical trial on IGC-AD1, an investigational

treatment for agitation in dementia due to AD.

The results suggest that IGC-AD1 may decrease the frequency and/or severity of

sleep disturbances and nighttime behaviors.

Based on the interim analysis at week 2, sleep disturbance was reduced

by about 71% (p=.012) and at week 6, about 78% (p=.02) for those on the active medication.

These values indicate a clinical

and statistically significant reduction in sleep disturbances among Alzheimer’s patients receiving the active medication

compared to placebo, as measured by the Neuropsychiatric Inventory (NPI-12) Sleep Subscale.

● During fiscal 2025, the Company

expanded the CALMA Phase 2 trial by adding 13 prestigious research sites, including Miami Jewish Health and Butler Hospital’s Memory

and Aging Program, to accelerate patient enrollment and diversify the study population.

Based on the interim results, the secondary endpoint showed a clinically significant reduction, approaching statistical significance, in agitation in Alzheimer’s at week two compared to placebo.

CMAI LS mean difference at week 2, assessing early response, was -12.19 with an ES of 0.79 (p= .071) .

Table 2:- Interim CMAI Results for Week

LS Mean Change (95% CI)

-12.19 (-25.52, 1.14)

-10.46 (-20.53, -0.4)

Interim data from our Phase

2 trial of IGC-AD1 for agitation in Alzheimer’s disease show a statistically significant improvement in symptoms compared to placebo

over six weeks, as measured by the Cohen-Mansfield Agitation Inventory (CMAI).

IGC-AD1 demonstrated a large effect size (Cohen’s

d = 0.79) and showed improvement as early as Week 2.

For context, Brexpiprazole (Rexulti), the currently approved therapy showed separation

from placebo only by Week 6, based on published trial data.

In addition to efficacy, IGC-AD1 has shown a favorable safety profile

As of the 6-week interim analysis:

serious adverse events (SAEs) were reported

adverse events (AEs) led to treatment discontinuation

deaths occurred in the treatment or placebo arms

While cross-trial comparisons must be interpreted with caution due

to differences in trial design and patient populations, these findings suggest that IGC-AD1 may offer faster symptom relief with a potentially

improved safety profile compared to the currently approved therapy.

The Phase 2 trial remains ongoing to complete 146 patients.

Business Updates

On January 21, 2025, the Company appointed Terry McAuliffe, the 72 nd Governor of Virginia, as a strategic advisor.

Governor McAuliffe’s extensive leadership experience across public and private sectors will play a pivotal role in advancing IGC Pharma’s mission to redefine Alzheimer’s care and position for growth in the biotechnology and pharmaceutical industries.

Through Fiscal 2025 the Company raised over $4.64 million through different private equity placement SPAs and the ATM.

Please refer to Note 13 – “Securities” for more information.

Results of Operations

Fiscal 2025 compared to Fiscal 2024

The following table presents an overview of our results of operations for Fiscal 2024 and Fiscal 2023:

The following table presents an overview of our

results of operations for Fiscal 2025 and Fiscal 2024:

Statement of Operations (in thousands, audited)

8 unchanged sentences

Net loss attributable to common stockholders

Revenue – During Fiscal 2024, the Company generated approximately $1.3 million in revenue, representing an increase from the $911 thousand generated in Fiscal 2023.

The primary source of revenue in both years was from the Life Sciences segment, encompassing the sale of our formulations as white-labeled manufactured products, among others.

The growth can be attributed to higher sales volume driven by increased sales and marketing efforts.

The increase in revenue derived from the Company’s commitment to its current strategy of driving sales in formulations both as branded and white-labeled products in the Life Science segment.

Approximately 10%-12% of revenue in both years was derived from the Infrastructure segment.

Cost of revenue – The cost of revenue amounted to approximately $612 thousand for Fiscal 2024, compared to $469 thousand in Fiscal 2023, this represents a gross margin of 54% and 49%, respectively.

The cost of revenue is primarily attributable to the cost of raw materials, labor, and other direct overheads required to produce our products and services in both segments.

Selling, general, and administrative ( “ SG&A ” ) expenses –SG&A expenses primarily encompass various costs such as employee-related expenses, sales commissions, professional fees, legal fees, marketing expenses, other corporate expenses, allocated general overhead, provisions, depreciation, and write-offs related to doubtful accounts and advances.

For Fiscal 2024, the Company reported SG&A expenses of approximately $6.7 million, representing a decrease of approximately $2 million, or 21%, compared to the $8.5 million recorded in Fiscal 2023.

This decline in SG&A expenses is attributable to a reduction in non-cash expenses and costs related to employees and Legal & professional services.

Research and Development ( “ R&D ” ) expenses – R&D expenses were primarily associated with the Life Sciences segment, reflecting the Company’s investment in R&D activities.

In Fiscal 2024, the Company reported R&D expenses of approximately $3.8 million, representing an increase of $312 thousand or 9% compared to approximately $3.5 million in Fiscal 2023.

The increase in R&D expenses is primarily attributed to the progression of Phase 2 trials on IGC-AD1 and pre-clinical studies on TGR-63, indicating the Company’s dedication to advancing its product pipeline.

As the development of TGR-63 and the Phase 2 trial on Alzheimer’s gain momentum, the Company anticipates further increases in R&D expenses.

Impairment loss on Property, Plant, and Equipment ( “ PPE ” ) – During Fiscal 2024, as the Company focused on liquidating all non-operating assets to reduce the cost and generate cash, the Company impaired the land situated in Nagpur, India, by approximately $3.3 million to $720 thousand from $4.1 million.

The Company believes it can sell the above-said non-operating land as it is without any improvement.

Selling this land will give immediate cash, which the Company can use in its operating segments.

During Fiscal 2023, there was no impairment loss on PPE.

Other Income, net – During Fiscal 2024, the Company reported approximately $143 thousand in other income, which represents an increase of approximately $78 thousand as compared to the $65 thousand recorded in Fiscal 2023.

The increase in other income is attributable to profit from the sale of assets.

The component of other income typically includes interest and rental income, dividend income, profits from the sale of assets, unrealized gains from non-debt investments, net income, and income from the sale of scraps.

These sources contribute to the overall other income generated by the Company.

Revenue – During

Fiscal 2025, the Company’s revenue decreased by $74 thousand from $1.3 million in Fiscal 2024 to $1.2 million in Fiscal 2025.

primary source of revenue in both years was from the Life Sciences segment, encompassing the sale of our formulations as white-labeled

manufactured products, among others.

Fiscal 2024, the Company also generated $164 thousand in revenue from the Infrastructure business.

However, in Fiscal 2025, revenue from Infrastructure was nil due to the completion of all infrastructure projects.

Excluding Infrastructure,

revenue from the Life Sciences segment increased from $1181 thousand in Fiscal 2024 to $1271 thousand in Fiscal 2025.

Our core focus is

on advancing IGC-AD1, the completion of the Phase 2 trial, and development of MINT-AD for early diagnosis of Alzheimer’s.

future, our revenue from white label may not increase as we allocate more resources to expanding our core pharma focused programs.

Cost of revenue –

The cost of revenue amounted to approximately $652 thousand for Fiscal 2025, compared to $612 thousand utin Fiscal 2024, this represents

a gross margin of 49% and 54%, respectively.

The cost of revenue is primarily attributable to the cost of raw materials, labor, and other

direct overheads required to produce our products and services in both segments.

The slight decrease in gross margin is attributed to

the Company’s strategic efforts to develop new formulations using a broader range of active ingredients, which, while affecting

margins in the short term, are expected to open new commercial avenues in the long term.

Selling, general, and

administrative (SG&A) expenses –SG&A expenses primarily encompass various costs such as employee-related expenses,

sales commissions, professional fees, legal fees, marketing expenses, other corporate expenses, allocated general overhead,

provisions, depreciation, and write-offs related to doubtful accounts and advances.

For Fiscal 2025, the Company reported SG&A

expenses of approximately $4.4 million, representing a decrease of approximately $2.3 million, or 35%, compared to the $6.7 million

recorded in Fiscal 2024.

This significant decline in SG&A expenses is attributable to the Company’s focused efforts to

optimize corporate-level operational efficiency by lowering employee–related costs due to headcount alignment and compensation

restructuring, implementing better inventory management systems, and reducing spending on legal and professional services through

more efficient vendor management.

In a demonstration of cost and cash discipline, management elected to convert approximately $750

thousand in accrued bonuses into performance-based compensation, payable only upon the achievement of defined business milestones,

which also align with shareholder interest.

These optimizations allowed the Company to preserve capital and extend its operational

runway while maintaining the infrastructure necessary to support clinical development and strategic initiatives.

Research and Development

(R&D) expenses – R&D expenses were primarily associated with the Life Sciences segment, reflecting the Company’s

investment in R&D activities.

In Fiscal 2025, the Company reported R&D expenses of approximately $3.7 million, representing

a decrease of $118 thousand or 3% compared to approximately $3.8 million in Fiscal 2024.

The R&D expenses is primarily attributed

to the progression of Phase 2 trials on IGC-AD1 and pre-clinical studies on TGR-63, indicating the Company’s dedication to advancing

its product pipeline.

As the development of TGR-63 and the Phase 2 trial on Alzheimer’s gains momentum, the Company anticipates

increase in R&D expenses.

Impairment loss on Property,

Plant, and Equipment (PPE) – During Fiscal 2025, there was no impairment loss on PPE.

During Fiscal 2024, as the Company focused

on liquidating all non-operating assets to reduce the cost and generate cash, the Company impaired the land situated in Nagpur, India,

by approximately $3.3 million to $720 thousand from $4.1 million.

Other Income, net –

During Fiscal 2025, the Company reported approximately $325 thousand in other income, which represents an increase of approximately $182

thousand as compared to the $143 thousand recorded in Fiscal 2024.

The increase in other income is attributable to the tax credit of $194

Liquidity and capital resources

Our sources of liquidity are cash and cash equivalents, funds raised through the ATM offering, cash flows from operations, short-term and long-term borrowings, and short-term liquidity arrangements.

The Company continues to evaluate various financing sources and options to raise working capital to help fund current research and development programs and operations.

The Company does not have any material long-term debt, capital lease obligations, or other long-term liabilities except as disclosed in this report.

Please refer to Note 12, “Commitments and contingencies”, Note 11, “Loans and Other Liabilities,” and Note 9, “Leases” in Item 1 of this report for further information on Company commitments and contractual obligations.

During Fiscal 2024, the Company successfully obtained a working capital credit facility totaling $12 million and, in addition, signed two SPAs to raise $6 million in exchange for approximately 18.8 million shares.

Out of $6 million, the Company received $2.5 million after the end of Fiscal 2024, in April 2024.

The equity and the credit facility serve to minimize ongoing liquidity requirements and ensure the Company’s ability to sustain its operations.

Our sources of liquidity are

cash and cash equivalents, funds raised through the ATM offering, cash flows from operations, short-term and long-term borrowings, and

short-term liquidity arrangements.

The Company continues to evaluate various financing sources and options to raise working capital to

help fund current research and development programs and operations.

The Company does not have any material long-term debt, capital lease

obligations, or other long-term liabilities except as disclosed in this report.

Please refer to Note 12, “Commitments and contingencies”,

Note 11, “Loans and Other Liabilities,” and Note 9, “Leases” in Item 1 of this report for further information

on the Company’s commitments and contractual obligations.

Pursuant to the Master Loan

and Security Agreement (the Credit Agreement) with O-Bank, Co., Ltd., the Company successfully obtained a working capital credit facility

totaling $12 million and, in addition, raised approximately $4.64 million in exchange for approximately 14.2 million shares.

and the credit facility serve to minimize ongoing liquidity requirements and ensure the Company’s ability to sustain its operations.

Furthermore, the Company intends to raise additional funds through private placement and ATM offerings, subject to market conditions,

Please refer, Note 13 – “Securities”, for more information.

The Company expects to raise capital for its trials as and when it is able to do so, but there can be no assurance thereof.

In addition, there can be no assurance of the terms thereof, and any subsequent equity financing sought may have dilutive effects on our current shareholders.

While there is no guarantee that we will be successful, we are applying to non-dilutive funding opportunities such as Small Business Research and Development programs.

In addition, subject to limitations on the amount of capital that can be raised, the Company expects to utilize its shelf registration on statement on Form S-3 to raise capital through at-the-market offerings or otherwise.

Please refer to Item 1A.

although there can be no assurance that such financing efforts will be successful or as to any private placement or the terms of such

Any equity issuances would be dilutive to shareholders.

Please refer to Note 13 – “Securities”, for more information.

On July 29, 2024, the Company

entered into an amendment to extend the Credit Agreement, effective July 8, 2024.

The amendment extends the term of the Credit Agreement,

which was set to expire, under the same terms and conditions as previously disclosed on the Company’s Current Report on Form 8-K

filed with the Securities Exchange Commission on July 7, 2023, with the exception of a reduction in the facility fees from $120,000 to

All other material terms of the Loan Agreement remain unchanged.

As disclosed in Subsequent Events, on June 24, 2025, IGC Pharma, Inc.

(“IGC” or the “Company”) entered into an amendment to extend its existing Master Loan and Security Agreement along

with the General Banking Facility Letter (collectively called the “Loan Agreement”) with O-Bank, CO., LTD., a banking corporation

incorporated under the laws of Taiwan, as administrative agent and lender (the “Lender’), effective June 24, 2024.

The amendment

extends the term of the Loan Agreement, which was set to expire, under the same terms and conditions as previously disclosed on the Company’s

Current Report on Form 8-K filed with the Securities Exchange Commission on August 2, 2024, with the exception of i) a reduction in the

facility fees from $84,000 to $48,000 and ii) interest, calculated according to the interest rate mentioned in the Certificate of Deposit,

as the case may be, plus an applicable margin of 1.2%, instead of 1% .

All other material terms of the Loan Agreement remain unchanged.

On October 27, 2023, the Company

entered into a Sales Agreement (the Sales Agreement) with A.G.P./Alliance Global Partners (the Agent) pursuant to which the Company may

offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock having an aggregate

offering price of up to $60 million , subject to certain limitations on the amount of Common Stock that may be offered and sold by the

Company set forth in the Sales Agreement (the Offering).

As of March 31, 2025 the Company has sold approximately $2.1 million, under the

Sales Agreement.

On March 22, 2024, the Company

entered into a Share Purchase Agreement (the March 2024 SPA) with Bradbury Strategic Investment Fund A, resulting in approximately $3

million in gross proceeds.

During the quarter ended June 30, 2024, the Company issued approximately 8.8 million shares of unregistered

common stock at a price of $0.34 per share.

Shares are intended to be exempt from registration under the Securities Act of 1933, as amended

(the Securities Act), by virtue of the provisions of Section 4(a)(2) of Securities Act and Regulation D and/or Regulation S adopted thereunder.

During fiscal 2024, the Company had received $500 thousand of the total $3 million due under the March 2024 SPA, while the remaining $2.5

million was received in, the Company has sold approximately $2.1 million April 2024.

Please refer to Note 13 – “Securities”,

for more information.

September 25, 2024, the Company entered into the 2024 Share Purchase Agreement (the “September 2024 SPA”) with Moran Global

Strategies, Inc., a Virginia corporation (“MGS”), which is owned by James Moran, a director of IGC, relating to the sale

and issuance by our company to the investors of an aggregate of 588,235 shares of our common stock, for a total purchase price of $200,000,

or $0.34 per share, subject to the terms and conditions set forth in the September 2024 SPA.

The investment is subject to customary closing

conditions, including NYSE approval.

As per the September 2024 SPA, the investor received piggyback registration rights subject to certain

restrictions.

Shares are intended to be exempt from registration under the Securities Act by virtue of the provisions of Section 4(a)(2)

of Securities Act.

the first quarter of Fiscal 2026, the Company entered into the 2025 Share Purchase Agreement with multiple investors, relating to the

sale and issuance by our company to the investors of an aggregate of 2,803,333 shares of our common stock, for a total purchase price

of $841,000, or $0.30 per share, subject to the terms and conditions set forth in the 2025 SPA.

The investment is subject to customary

closing conditions, including NYSE approval.

As per the 2025 SPA, the investor received piggyback registration rights subject to certain

restrictions.

Company expects to raise capital for its trials as and when it is able to do so, but there can be no assurance thereof.

there can be no assurance of the terms thereof, and any subsequent equity financing sought may have dilutive effects on our current shareholders.

While there is no guarantee that we will be successful, we are applying to non-dilutive funding opportunities such as Small Business

Research and Development programs.

In addition, subject to limitations on the amount of capital that can be raised, the Company expects

to utilize its shelf registration on statement on Form S-3 to raise capital through at-the-market offerings or otherwise.

refer to Item 1A.

“Risk Factors” for further information on the risks related to the Company.

(in thousands, audited)

March 31, 2024

March 31, 2023

Cash, cash equivalents

Working capital

Cash and cash equivalents

Cash and cash equivalents decreased by approximately $2 million to $1.2 million in Fiscal 2024 from $3.2 million in Fiscal 2023, a decrease of approximately 63% is discussed in the summary of cash flows, as follows:

and cash equivalents

and cash equivalents decreased by approximately $793 thousand to $405 thousand in Fiscal 2025 from $1.2 million in Fiscal 2024, a decrease

of approximately 66%.

This is discussed in the summary of cash flows, as follows:

(in thousands, audited)

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Cash and cash equivalents at the end of the period

Operating Activities

Net cash used in operating activities for Fiscal 2024 was approximately $5.2 million.

It consists of a net loss of approximately $13 million, a positive impact on cash due to non-cash expenses of approximately $5.9 million, and changes in operating assets and liabilities of approximately $1.9 million.

Non-cash expenses consist of an amortization and depreciation charge of approximately $637 thousand, stock-based expenses of approximately $1.7 million, impairment loss of approximately $3.4 million, and an approximately $49 thousand decrease in other non-cash items.

In addition, changes in operating assets and liabilities had a positive impact of approximately $1.9 million on cash, of which approximately $1 million is due to an adjustment in inventory, approximately $243 thousand increase in accounts payable, approximately $315 thousand increase in claims and advances and approximately $328 thousand increase in other net current assets.

Net cash used in operating activities for Fiscal 2023 was approximately $7 million.

It consists of a net loss of approximately $11.5 million, a positive impact on cash due to non-cash expenses of approximately $3.7 million, and changes in operating assets and liabilities of approximately $0.8 million.

Non-cash expenses consist of an amortization and depreciation charge of approximately $0.7 million, stock-based expenses of approximately $2.8 million, and other non-cash expenses of approximately $0.2 million.

In addition, changes in operating assets and liabilities had a positive impact of approximately $0.8 million on cash, of which approximately $0.9 million is due to an adjustment in inventory and approximately $0.1 million decrease in other net current assets and liabilities.

Investing Activities

Net cash used in investing activities for Fiscal 2024, was approximately $317 thousand, which comprises approximately $377 thousand for the acquisition and development of intangible assets, approximately $94 thousand from the net purchase of property, plant, and equipment, and approximately $154 thousand from a short-term investment.

Net cash used in investing activities for Fiscal 2023, was approximately $0.2 million, which comprises approximately $0.3 million for the acquisition and filing expenses related to intellectual property, approximately $0.2 million for the purchase of property, plant, and equipment and approximately $0.1 million of a short-term investment.

Financing Activities

Net cash provided by financing activities was approximately $3.5 million for Fiscal 2024, which comprises net proceeds from the issuance of equity stock of approximately $3.5 million and re-payment of a long-term loan of approximately $3 thousand.

Net cash provided by financing activities was approximately $0.1 million for Fiscal 2023, which comprises net proceeds from the issuance of equity stock through the ATM offering, net of all expenses related to the issuance of stock.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S.

GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes.

We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances.

Actual results may differ from these estimates, and such differences may be material.

For further information on significant accounting policies, see discussion in Note 2 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Management believes that the following accounting policies are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

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.

ASC 606 prescribes a 5-step process to achieve its core principle.

The Company recognizes revenue from trading, rental, or product sales as follows:

cash used in operating activities for Fiscal 2025 was approximately $4.8 million.

It consists of a net loss of approximately $7.1 million,

a positive impact on cash due to non-cash expenses of approximately $2.3 million, and changes in operating assets and liabilities of

approximately $70 thousand.

Non-cash expenses consist of an amortization and depreciation charge of approximately $618 thousand, stock-based

expenses of approximately $1.6 million, impairment loss of approximately $152 thousand and an approximately $12 thousand decrease in

other non-cash items.

In addition, changes in operating assets and liabilities had a positive impact of approximately $70 thousand on

cash, of which approximately $180 thousand is due to an adjustment in inventory, approximately $107 thousand increase in accounts payable,

approximately $187 decrease in deposit and advances, approximately $195 thousand decrease in accrued and other current liabilities, approximately

$100 thousand increase in operating lease assets, and approximately $75 thousand increase in other net current assets.

cash used in operating activities for Fiscal 2024 was approximately $5.2 million.

It consists of a net loss of approximately $13 million,

a positive impact on cash due to non-cash expenses of approximately $5.9 million, and changes in operating assets and liabilities of

approximately $1.9 million.

Non-cash expenses consist of an amortization and depreciation charge of approximately $637 thousand, stock-based

expenses of approximately $1.7 million, impairment loss of approximately $3.4 million, and an approximately $49 thousand decrease in

other non-cash items.

In addition, changes in operating assets and liabilities had a positive impact of approximately $1.9 million on

cash, of which approximately $1 million is due to an adjustment in inventory, approximately $243 thousand increase in accounts payable,

approximately $315 thousand increase in claims and advances and approximately $328 thousand increase in other net current assets.

cash used in investing activities for Fiscal 2025, was approximately $442 thousand, which comprises approximately $370 thousand for the

acquisition and development of intangible assets, and approximately $72 thousand from the net purchase of property, plant, and equipment.

cash used in investing activities for Fiscal 2024, was approximately $317 thousand, which comprises approximately $377 thousand for the

acquisition and development of intangible assets, approximately $94 thousand from the net purchase of property, plant, and equipment,

and approximately $154 thousand from a short-term investment.

cash provided by financing activities was approximately $4.4 million for Fiscal 2025, which comprises net proceeds from the issuance

of equity stock of approximately $4.4 million and re-payment of a long-term loan of approximately $3 thousand.

cash provided by financing activities was approximately $3.5 million for Fiscal 2024, which comprises net proceeds from the issuance

of equity stock of approximately $3.5 million and re-payment of a long-term loan of approximately $3 thousand.

Accounting Policies and Estimates

preparation of financial statements and related disclosures in conformity with U.S.

GAAP and the Company’s discussion and analysis

of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates

that affect the amounts reported in its consolidated financial statements and accompanying notes.

We base our estimates on historical

experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances.

Actual results

may differ from these estimates, and such differences may be material.

For further information on significant accounting policies, see

discussion in Note 2 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

believes that the following accounting policies are the most critical to understanding and evaluating our consolidated financial condition

and results of operations.

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.

606 prescribes a 5-step process to achieve its core principle.

The Company recognizes revenue from trading, rental, or product sales

Identify the contract with the customer.

3 unchanged sentences

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 and Life Sciences segment.

Revenue in the Infrastructure segment is recognized for the renting business when the equipment is rented and the terms of the agreement have been fulfilled during the period.

Revenue from the execution of infrastructure contracts is recognized 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 a 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.

consideration/price for the transaction (performance obligation(s)) is determined as per the agreement or invoice (contract) for the

services and products Life Sciences segment.

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 white label services is recognized when the performance obligation has been completed and output material has been transferred to the customer.

Net sales disaggregated by significant products and services for Fiscal 2024 and 2023 are as follows:

(in thousands)

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 white label services is recognized when the performance obligation has been completed and output

material has been transferred to the customer.

sales disaggregated by significant products and services for Fiscal 2025 and 2024 are as follows:

Year ended March 31,

Infrastructure segment

Rental income (1)

Construction contracts (2)

Life Sciences segment

Wellness and lifestyle (1)

White label services (4)

(1) Rental income consists of income from the rental of heavy construction equipment.

(2) Construction income consists of the execution of contracts directly or through subcontractors.

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

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

White labeling services (2)

from wellness and lifestyle consists of the sale of products such as gummies, hand sanitizers, bath bombs, lotions, beverages, hemp crude

extract, hemp isolate, and hemp distillate.

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

consists of income from the rental of heavy construction equipment and the execution of contracts directly or through subcontractors.

plant, and equipment

Property, plant, and equipment

Property, plant, and equipment are recorded at cost, net of accumulated depreciation.

Depreciation is recorded using the straight-line method over the estimated useful lives of the assets.

Please refer to Note 2, “Significant accounting policies” and Note 6, “Property, plant, and equipment” of Item 8 in this document, for more information.

Property, plant, and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

If property, plant, and equipment are considered to be impaired, an impairment loss is recognized.

During Fiscal 2024, as the Company focused on liquidating all non-operating assets to reduce costs and generate cash, the Company impaired the land situated in Nagpur, India, by approximately $3.3 million to $720 thousand from $4.1 million.

are recorded at cost, net of accumulated depreciation.

Depreciation is recorded using the straight-line method over the estimated useful

lives of the assets.

Please refer to Note 2, “Significant accounting policies” and Note 6, “Property, plant, and equipment”

of Item 8 in this document, for more information.

Property, plant, and equipment are reviewed for impairment when events or changes in

circumstances indicate the carrying amount of an asset may not be recoverable.

If property, plant, and equipment are considered to be

impaired, an impairment loss is recognized.

Fiscal 2025, there was no impairment loss on PPE.

During Fiscal 2024, as the Company focused on liquidating all non-operating assets

to reduce costs and generate cash, the Company impaired the land situated in Nagpur, India, by approximately $3.3 million to $720 thousand

from $4.1 million.

The Company believes it can sell the above-said non-operating land as it is without any improvement.

Selling this land will give immediate cash, which the company can use in its operating segments.

During Fiscal 2023, there was no impairment loss on PPE.

Software Development Costs

Software development costs, including costs to develop software products or the software component of products to be marketed or sold to external users, are expensed before the software or technology reaches technological feasibility, which is typically reached shortly before the release of such products.

Software development costs also include developing software to be used solely to meet internal needs and applications used to deliver our services.

Once the preliminary project stage is complete, these software development costs meet the criteria for capitalization, and it is probable that the project will be completed, and the software will be used to perform the function intended.

During Fiscal 2024, the Company has begun working on overlaying machine learning technologies and Artificial Intelligence (“AI”) into the internal clinical trial software framework for trial management with the expectation that this can lead to improved decision-making, contextual data entry, computational models, trial design (Phase 3), and data analysis, the company believes it is probable that the project will be completed and the software will be used to perform the function intended.

The Company capitalized approximately $405 thousand in software development costs.

land will give immediate cash, which the company can use in its operating segments.

Development Costs

Company is developing two proprietary software platforms intended to be commercialized:

clinical data management platform designed for the collection, analysis, and real-time

monitoring of clinical trial data;

MINT- AD - AI-driven diagnostic and treatment personalization platform aimed at assisting

in the early detection of Alzheimer’s disease and providing data-informed therapeutic

accordance with ASC 985-20 , Software to Be Sold, Leased, or Marketed , the Company capitalizes development costs incurred

after technological feasibility has been established and before the software is available for general release.

Costs incurred during

the research, planning, or preliminary design phase are expensed as incurred.

costs include direct labor, third-party development services, cloud computing infrastructure directly related to model development and

deployment, and associated overhead.

These costs are amortized on a straight-line basis over their estimated useful lives, typically

five to ten years , beginning when the software is ready for its intended commercial use.

Fiscal 2024, the Company began working on overlaying machine learning technologies and Artificial Intelligence (AI) into the internal

clinical trial software framework for trial management with the expectation that this can lead to improved decision-making, contextual

data entry, computational models, trial design (Phase 3), and data analysis, the company believes it is probable that the project will

be completed and the software will be used to perform the function intended.

As of Fiscal year ended 2025, the Company capitalized approximately

$863 thousand in software development costs.

Please refer to Note 5, “Intangible Assets,” for more information.

Foreign currency translation

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”).

currency translation

operates in India, U.S., and Colombia, and a substantial portion of the Company’s financials are denominated in the Indian Rupee

(INR), 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.

The accompanying financial statements are reported in USD.

The INR, HKD, and COP are the functional currencies for certain subsidiaries of the Company.

Dollar (USD), the INR, or the COP affect

financial statements.

accompanying financial statements are reported in USD.

The INR, and COP are the functional currencies for certain subsidiaries of the

The translation of the functional currencies into U.S.

dollars is performed for assets and liabilities using the exchange rates in effect at the balance sheet date and for revenues and expenses using average exchange rates prevailing during the reporting periods.

Adjustments resulting from the translation of functional currency financial statements to reporting currency are accumulated and reported as other comprehensive income/(loss), a separate component of shareholders’ equity.

Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing when the transactions occurred.

dollars is performed for assets and liabilities using the exchange rates

in effect at the balance sheet date and for revenues and expenses using average exchange rates prevailing during the reporting periods.

Adjustments resulting from the translation of functional currency financial statements to reporting currency are accumulated and reported

as other comprehensive income/(loss), a separate component of shareholders’ equity.

Transactions in currencies other than the functional

currency during the year are converted into the functional currency at the applicable rates of exchange prevailing when the transactions

Transaction gains and losses are recognized in the consolidated statements of operations.

The exchange rates used for translation purposes are as follows:

Period End Average Rate

Period End Rate

(Balance sheet rate)

The exchange rates used for translation

purposes are as follows:

End Average Rate

Year ended March

1 unchanged sentence

Cybersecurity

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

Complying with these security measures and compliances is expected to incur further expenses.

In Fiscal 2024 and Fiscal 2023, there were no known or detected breaches in cybersecurity.

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.

Newly issued ASUs not listed are expected to have no impact on the Company’s consolidated financial position and results of operations because either the ASU is not applicable or the impact is expected to be immaterial.

Recent accounting pronouncements which may be applicable to us are described in Note 2, “Significant Accounting Policies” in our Consolidated Financial Statements contained herein in Part II, Item 8.

Off-balance sheet arrangements

We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts.

Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity, or market risk support to such entity.

We do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.

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

Complying with

these security measures and compliances is expected to incur further expenses.

In Fiscal 2025 and Fiscal 2024, there were no known or

detected material breaches in cybersecurity.

sheet arrangements

do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign

currency forward contracts.

Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated

entity that serves as credit, liquidity, or market risk support to such entity.

We do not have any variable interest in an unconsolidated

entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development

services with us.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 7A does not apply to us because we are a smaller reporting company.

7A does not apply to us because we are a smaller reporting company.

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-K

Item 5. Market for Registrant’s Common Equity