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Item 8. Financial Statements and Supplementary Data

2025-06-27 compared with 2024-06-24 · 741 added, 461 removed, 281 unchanged (81% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

Index to Consolidated Financial Statements Page

Report of Independent Registered Public Accounting Firms (PCAOB ID 5341 ) 52

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Notes to Consolidated Financial Statements 57

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of IGC Pharma, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of IGC Pharma, Inc.

and its subsidiaries (the “Company”) as of March 31, 2024 and 2023, 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, 2024, 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 of March 31, 2024, and 2023, and the consolidated results of its operations and its cash flows for each of the two years in the period ended March 31, 2024, 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.

of Independent Registered Public Accounting Firm

the shareholders and the board of directors of IGC Pharma, Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of IGC Pharma, Inc.

and its subsidiaries (the “Company”) as

of March 31, 2025 and 2024, 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, 2025, 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 of March 31, 2025, and 2024, and the consolidated results of its operations and its cash flows for

each of the two years in the period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States

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.

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.

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.

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.

Audit Matters

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

Chowdhry & Associates

have served as the Company’s auditor since 2018.

Chennai, India

June 27, 2025

24237830BKGUQV1424

IGC Pharma, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

2523783OBMNTMJ2350

BALANCE SHEETS

thousands, except share data)

Current assets:

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Accounts receivable, net

Short term investments

Asset held for sale

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Total liabilities and stockholders’ equity

The accompanying notes should be read in connection with these consolidated financial statements

IGC Pharma, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

accompanying notes should be read in connection with these consolidated financial statements

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

thousands, except loss per share and share data)

Years Ended March 31,

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Weighted-average number of shares used in computing loss per share amounts:

The accompanying notes should be read in connection with these consolidated financial statements.

IGC Pharma, Inc.

CONSOLIDATED STATEMENT OF STOCKHOLDERS ’ EQUITY

(in thousands)

Common Shares

accompanying notes should be read in connection with these consolidated financial statements.

STATEMENT OF STOCKHOLDERS ’ EQUITY

and Additional

Paid in Capital

Accumulated Other

Comprehensive Loss

Total Stockholders’

Comprehensive

Stockholders’

Balances as of April 1, 2023

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Issuance of common stock through offering (net of expenses)

Share money received but not allotted

Cancellation/forfeiture of shares

Common stock subscribed

Other adjustments

Foreign currency translation adjustments

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Issuance of common stock through offering (net of expenses)

Share money received but not allotted

Cancellation/forfeiture of shares

Common stock subscribed

Other adjustments

Foreign currency translation adjustments

Balances as of March 31, 2025

The accompanying notes should be read in connection with these consolidated financial statements.

IGC Pharma, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

accompanying notes should be read in connection with these consolidated financial statements.

STATEMENTS OF CASH FLOWS

Years Ended March 31,

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Sale of property, plant, and equipment

Proceeds from (Purchase of) short-term investments

Proceeds from short-term investments

Acquisition and development of intangible assets

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Cash and cash equivalents at the beginning of the period

Cash and cash equivalents at the end of the period

Cash and cash

equivalents at the end of the period

Supplementary information:

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Common stock issued/granted for stock-based compensation, including patent acquisition

The accompanying notes should be read in connection with these consolidated financial statements.

IGC Pharma, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For Fiscal Years Ended March 31, 2024, and 2023

Unless the context requires otherwise, all references in this report to “IGC,” “we,” “our” and “us” refer to IGC Pharma, Inc., together with our subsidiaries.

NOTE 1 – NATURE OF OPERATIONS

IGC Pharma is on a mission to transform Alzheimer’s treatment.

We are building a robust pipeline of five drug candidates, each targeting different aspects of the disease.

Our lead investigational drug tackles agitation, a major burden for patients and caregivers.

By addressing neuroinflammation, it offers a faster-acting solution compared to traditional medications.

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

At the preclinical stage, IGC-1C represents a potential breakthrough by targeting tau protein and neurofibrillary tangles, aiming to modify the disease course.

Also in preclinical development, IGC-M3 focuses on early intervention by inhibiting Aβ plaque formation, potentially slowing cognitive decline.

In preclinical development, LMP is designed to target multiple hallmarks of Alzheimer’s disease, including Aβ plaques and neurofibrillary tangles for a comprehensive therapeutic effect.

We are also harnessing the power of Artificial Intelligence (“AI”) to develop early detection models, optimize clinical trials, and explore new applications for our drugs including for IGC-AD1.

Additionally, our 28 patent filings, including for IGC-AD1, demonstrates our commitment to innovation and protecting our intellectual property.

As of March 31, 2024, the Company had the following operating subsidiaries:

Techni Bharathi Private Limited (TBL), IGCare LLC, HH Processors, LLC, IGC Pharma, LLC, SAN Holdings, LLC, Sunday Seltzer, LLC, Hamsa Biopharma India Pvt.

And Colombia-based beneficially-owned subsidiary IGC Pharma SAS.

accompanying notes should be read in connection with these consolidated financial statements.

TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Years Ended March 31, 2025, and 2024

the context requires otherwise, all references in this report to “IGC,” “we,” “our” and “us”

refer to IGC Pharma, Inc., together with our subsidiaries.

1 – NATURE OF OPERATIONS

Pharma is on a mission to transform Alzheimer’s treatment.

We are building a robust pipeline of drug candidates, each targeting

different aspects of the disease.

Our product candidate pipeline and anticipated milestones include the following:

in Alzheimer’s dementia

receptor partial agonist;

reduces neuroinflammation and restores neurotransmitter balance

2 clinical trial (CALMA study)

Phase 2 data analysis suggests cognitive improvements in the active treatment group versus the placebo group,

to moderate Alzheimer’s disease

amyloid-beta (Aβ) plaque formation;

crosses blood-brain barrier

favorable safety profile;

advancing towards clinical trials

neuroinflammation, neurotransmitter imbalance, and inflammasome-3

Bioequivalence

to IGC-AD1 anticipated in 2025

Alzheimer’s disease

Aβ plaque aggregation

studies planned for mid-2025

disease and metabolic disorders

tau protein phase separation;

potential GLP-1 receptor agonist

strong binding affinity to tau protein;

potential for weight loss applications

disorders (e.g., type 2 diabetes, obesity)

GLP-1 and GIP receptor agonist;

CB1 receptor inverse agonist

through AI modeling;

toxicology and dosing studies underway

pipeline reflects IGC Pharma’s strategic focus on addressing neurodegenerative diseases, particularly Alzheimer’s, through

innovative mechanisms targeting key pathological features like amyloid plaques and tau protein aggregation.

Additionally, their expansion

into metabolic disorders showcases the versatility of their drug discovery platform, leveraging artificial intelligence to identify promising

therapeutic candidates.

of March 31, 2025, the Company had the following operating subsidiaries:

Techni Bharathi Private Limited (TBL), HH Processors, LLC, IGCare

LLC, Sunday Seltzer LLC, IGC Pharma IP, LLC, IGC Pharma, LLC, SAN Holdings, LLC, Hamsa Biopharma India Pvt.

And Colombia-based beneficially-owned

subsidiary IGC Pharma SAS.

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

The Company’ principal office is in Maryland established in 2005.

The Company’ principal

office is in Maryland established in 2005.

Additionally, the Company has offices in Washington state, Colombia, South America, and India.

The Company’s filings are available on www.sec.gov.

IGC has two segments:

Life Sciences Segment and Infrastructure Segment.

Life Sciences Segment

IGC Pharma, a clinical-stage company developing treatments for Alzheimer's disease, is committed to transforming patient care by offering faster-acting and more effective solutions.

Our lead drug, IGC-AD1, embodies this vision by tackling a critical challenge – managing agitation in Alzheimer's dementia.

Early results from our Phase 2 trial are promising:

IGC-AD1 effectively reduced agitation in patients compared to a placebo, and crucially, it did so much faster than traditional medications.

While existing anti-psychotics can take a long 6 to 12 weeks to show effects, IGC-AD1 has the potential to act within two weeks.

This significantly faster onset of action could significantly improve patient care and represents a potential breakthrough in managing Alzheimer's-related agitation.

In addition, we have created in-house wellness brands, available through online channels that are compliant with relevant federal, state, and local laws and regulations.

We derive revenue from our in-house wellness non-pharmaceutical formulations that are manufactured as non-GMO, vegan, products at our facility and are sold over-the-counter (“OTC”).

Infrastructure Segment

The Company’s infrastructure business has been operating since 2008, it includes (i) Execution of Construction Contracts and (ii) Rental of Heavy Construction Equipment.

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.

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.

fiscal 2025, the Company reassessed its reportable segment structure in connection with its strategic realignment toward Life Sciences.

As a result, management determined that the Company operates as a single reportable segment , focused on the vision to make the

world free from Alzheimer’s.

Historically, the Company reported two operating segments:

Life Sciences and Infrastructure.

the Infrastructure segment generated revenues in fiscal 2024, it did not generate any revenues in fiscal 2025 and is no longer actively

managed or evaluated as a discrete operating segment by the Company’s Chief Operating Decision Maker.

For more information, please

refer to “Note 18 – Segment Information”.

2 – SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

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.

Use of estimates

preparation of financial statements in conformity with accounting principles generally accepted in the 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.

results could differ from those estimates.

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;

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recoverability of advances;

the valuation of options granted, and warrants issued;

the valuation of options granted,

and warrants issued;

and income tax and deferred tax valuation allowances, if any.

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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.

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

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

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.

Revenue recognition

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.

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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.

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

services and products.

Refer to Note 17 – “Revenue Recognition.”

d) Cost of Revenue

Our cost of revenue includes costs associated with in-house and outsourced distribution, labor expenses, components, manufacturing overhead, and outbound freight for our products division.

In our products division, the 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 2024 excludes potentially dilutive securities of approximately 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 2024 and 2023, used for the computation of basic earnings per share (“EPS”) is 58,839,868 and 52,576,258 , respectively.

Due to the loss incurred during Fiscal 2024 and 2023, all the potential equity shares are anti-dilutive, and accordingly, the fully diluted EPS is equal to the basic EPS.

f) Going Concern:

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

The Company is currently in a clinical trial stage and, thus, has not yet achieved profitability.

The Company expects to continue to incur significant operating and net losses and negative cash flows from operations in the near future.

For the years ended March 31, 2024, and March 31, 2023, the Company incurred net losses of $ 13 million and $ 11.5 million, respectively.

As of March 31, 2024, the Company’s cash and cash equivalents totaled $1.2 million.

On June 30, 2023, the Company successfully obtained a working capital facility totaling approximately $ 12 million for one year, and the Company is in the process of renewing the facility for another year during the month of June 2024.

In addition, on March 22, 2024, the Company entered into a share purchase agreement relating to the sale and issuance by our company to the investors of an aggregate of approximately 8.8 million shares of our common stock, for a total purchase price of $ 3 million or $ 0.34 per share, subject to the terms and subject to the conditions set forth in the 2024 SPA.

As of March 31, 2024, the Company received $ 500 thousand, and the remaining $ 2.5 million was received 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.

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

Please refer to Note 19, “Subsequent Event,” for further information.

The Company estimates that its current cash and cash equivalents balance with working capital and equity investment is sufficient to support operations beyond the twelve months following the date these consolidated financial statements and footnotes were issued.

These estimates are based on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects.

g) 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 the resolution of related appeals or litigation processes, based on the 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 to be realized upon settlement.

Cost of Revenue

cost of revenue includes costs associated with in-house and outsourced distribution, labor expenses, components, manufacturing overhead,

and outbound freight for our products division.

In our products division, the cost of revenue also includes the cost of refurbishing

or repackaging, if required, on products returned by customers that will be offered for resale.

Loss per Share

computation of basic loss per share for Fiscal 2025 excludes potentially dilutive securities of approximately 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.

weighted average number of shares outstanding for Fiscal 2025 and 2024, used for the computation of basic earnings per share (EPS) is

76,517,175 and 58,839,868 , respectively.

Due to the loss incurred during Fiscal 2025 and 2024, all the potential equity shares are anti-dilutive,

and accordingly, the fully diluted EPS is equal to the basic EPS.

Going Concern:

Company assesses and determines its ability to continue as a going concern in accordance with the provisions of ASC Subtopic 205-40,

“ Presentation of Financial Statements — Going Concern ”, which requires the Company to evaluate whether there

are conditions or events that raise substantial doubt about its ability to continue as a going concern.

Company is currently in a clinical trial stage and, thus, has not yet achieved profitability.

The Company expects to continue to incur

significant operating and net losses and negative cash flows from operations in the near future.

the years ended March 31, 2025, and March 31, 2024, the Company incurred net losses of $ 7.1 million and $ 13 million, respectively.

fiscal 2025, the Company renewed the facility with O-bank.

In addition, the Company raised approximately $ 4.64 million through private

placements and an at-the-market offering program.

The at-the-market program and the credit facility serve to minimize ongoing liquidity

requirements and ensure the Company’s ability to sustain its operations.

The Company has taken several steps to extend its operational

runway, including narrowing its strategic focus to Life Sciences, limiting investment in non-core infrastructure operations, and managing

expenses related to clinical development with a disciplined approach.

While management believes these actions improve the Company’s

financial position, there can be no assurance that additional financing will be available on acceptable terms, or at all.

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 estimates that its current cash and cash equivalents balance, with the working capital and investments, and with an available

overdraft facility of $12 million from O-Bank, is sufficient to support operations beyond the twelve months following the date these

consolidated financial statements and footnotes were issued.

These estimates are based on assumptions that may prove to be wrong, and

the Company could use its available capital resources sooner than it currently expects.

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 includes 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.

evaluating a tax position for recognition, management evaluates whether it is more-likely-than-not that a position will be sustained

upon examination, including the resolution of related appeals or litigation processes, based on the 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 to be realized

upon settlement.

As of March 31, 2025, and 2024, there was no significant liability for income tax associated with unrecognized tax benefits.

h) 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.

the last quarter of fiscal 2025, the Company received a tax credit of approximately $ 194 thousand, which has been recorded as other income

in the accompanying consolidated statements of operations.

The credit relates to qualifying expenditures under applicable federal tax

incentive programs.

The Company has submitted additional claims and expects to receive approximately $ 600 thousand in tax credits during

However, there can be no assurance as to the timing or certainty of receipt, as the claims are subject to review and approval

by the Internal Revenue Service (IRS).

The Company will recognize any additional credits as income when collection is deemed probable

in accordance with applicable accounting standards.

Accounts receivable

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 $ 39 thousand of accounts receivable, net of provision for doubtful debt of $ 24 thousand as of March 31, 2024, as compared to $ 107 thousand of accounts receivable, net of provision for doubtful debt of $ 17 thousand as of March 31, 2023.

i) 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, 2024, and 2023 were approximately $ 1.2 million and $ 3.2 million, respectively.

j) 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 relation to our investment guidelines and market conditions.

Short-term and long-term investments consist of corporate, various government agencies, 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 a cost that approximates fair value.

We had $ 34 thousand of accounts receivable, net of provision for doubtful debt of $ 12 thousand as of March 31, 2025, as compared to $ 39

thousand of accounts receivable, net of provision for doubtful debt of $ 24 thousand as of March 31, 2024.

Cash and cash equivalents

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, and Colombia, which at times may exceed applicable

insurance limits.

The cash and cash equivalents of the Company on March 31, 2025, and 2024 were approximately $ 405 thousand and $ 1.2

million, respectively.

The company’s cash balance also includes approximately $ 8 thousand in restricted cash.

Short-term and long-term investments

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 relation to our investment guidelines and market conditions.

Short-term and long-term investments consist of corporate, various government agencies, 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 a cost

that 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, 2024, 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.

k) Property, plant, and equipment ( “ PP&E ” )

PP&E 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 PP&E are de-recognized, and any gain or loss is reflected in the results of the operation.

Investments in debt securities that are classified as available for sale

shall be measured subsequently at fair value in the statement of financial position.

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.

of March 31, 2025, had no marketable investments.

Property, plant, and equipment (PP&E)

are recorded at cost net of accumulated depreciation.

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

lives of the assets, which are reviewed periodically to ensure consistency with expected economic benefits.

Depreciation begins when

the asset is available for use and continues until the asset is retired or fully depreciated.

retirement or disposition, cost and related accumulated depreciation of the PP&E are de-recognized, and any gain or loss is reflected

in the results of the operation.

The 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.

l) 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:

of maintenance and repairs of the property and equipment are charged to operating expenses as incurred.

Please refer “Note 6 –

Property, Plant, and Equipment” for more information.

Fair value of financial instruments

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:

Observable inputs such as quoted prices in active markets;

1 unchanged sentence

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, approximately their fair values due to the nature of the items.

Please refer to Note 15, “Fair value of financial instruments,” for further information.

m) 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.

carrying amounts of the Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable,

and accrued liabilities, approximately their fair values due to the nature of the items.

Please refer to Note 15, “Fair value of

financial instruments,” for further information.

Concentration of credit risk and significant customers

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

The Company does not anticipate non-performance by the counterparties and, accordingly, does not require collateral.

During Fiscal 2024, sales were spread across customers in Asia and U.S., and the credit concentration risk is low.

n) 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.

During Fiscal

2025, sales were spread across customers in Asia and U.S., and the credit concentration risk is low.

Stock – Based Compensation

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, the 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.

Stock-based awards are recognized on a straight-line

basis over the requisite vesting period.

For stock-based employee compensation, the 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.

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.

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.

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.

o) 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.

p) 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 the 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.

q) 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 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.

r) 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 the costs of developing software to be used solely to meet internal needs and applications used to deliver our services.

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

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 finished goods related to wellness products, hand sanitizers, finished hemp-based products, beverages.

Work-and in-progress consist of products in the manufacturing process as on reporting date, including but not limited to primary cost.

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.

We capitalize inventory costs related to our investigational drug, provided that management determines there is a potential alternative use for the inventory in future research and development projects or other purposes.

As of March 31, 2024, and 2023, our consolidated balance sheet reported approximately $ 392 thousand and $ 407 thousand clinical trial-related inventory, respectively.

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

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

t) Cybersecurity

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

In Fiscal 2024, there were no impactful breaches in cybersecurity.

u) Research and Development Expenses

During Fiscal 2024 and 2023, the Company recorded research and development expenses of approximately $ 3.8 million and $ 3.5 million, respectively.

All research and development costs are expensed in the period in which they are incurred.

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 a 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 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.

has never declared or paid any cash dividends.

For further information, refer to Note 14, “Stock-Based Compensation” of Notes

to Consolidated Financial Statements.

Commitments and contingencies

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.

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.

Impairment of long – lived assets

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 the impact of changes in government policies.

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.

Intangible assets

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.

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

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.

Company has analyzed a variety of factors 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.

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.

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.

Software Development Costs

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

A clinical data management platform designed for the collection, analysis, and real-time monitoring of clinical trial data;

An 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 suggestions.

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 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 2025, the Company capitalized approximately $ 863 thousand in software development

For more information, please refer to Note 5, “Intangible Assets”.

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.

consists of finished goods related to wellness products, hand sanitizers, finished hemp-based products, beverages.

Work-and in-progress

consist of products in the manufacturing process as on reporting date, including but not limited to primary cost.

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.

capitalize inventory costs related to our investigational drug, provided that management determines there is a potential alternative

use for the inventory in future research and development projects or other purposes.

As of March 31, 2025, and 2024, our consolidated

balance sheet reported approximately $ 392 thousand of clinical trial-related inventory, respectively.

amounts of idle facility expense, freight, handling costs, scrap, discontinued products, and wasted material (spoilage) are expensed

in the period they are incurred.

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

Cybersecurity Costs

Company maintains information technology systems and security protocols designed to protect sensitive clinical, corporate, and financial

Costs incurred in connection with the ongoing maintenance, enhancement, and monitoring of cybersecurity infrastructure are expensed

as incurred and classified within general and administrative expenses.

Company reviews cybersecurity risks on an ongoing basis and implements technical and administrative controls in line with applicable

data protection standards.

As of March 31, 2025, the Company had not capitalized any cybersecurity-related development costs, and no

material cybersecurity incidents have been identified.

Research and Development Expenses

and development (R&D) expenses include costs incurred to develop the Company’s clinical-stage drug candidates, including IGC-AD1

and other investigational therapies.

These costs consist primarily of:

trial site payments

research organization (CRO) fees

compensation for R&D personnel

and medical affairs consulting

supplies and materials

● Preclinical

studies and formulation development

expenses are expensed as incurred in accordance with ASC 730.

Non-refundable advance payments for goods or services that will be used

in future R&D activities are deferred and recognized as the related goods or services are received.

During Fiscal 2025 and 2024,

the Company recorded research and development expenses of approximately $ 3.7 million and $ 3.8 million, respectively.

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.

a 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

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.

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 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.

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.

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.

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, 2023.

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.

w) 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.

There was no impairment for right-of-use lease assets as of

March 31, 2025.

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

Recently issued and adopted accounting pronouncements

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.

NOTE 3 – INVENTORY

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

3 – INVENTORY

(in thousands)

March 31, 2024

March 31, 2023

Raw materials

Work-in-progress

Finished goods

During Fiscal 2024, and Fiscal 2023, the Company wrote off approximately $ 1 million and $ 376 thousand of inventory due to abnormal loss due to the NRV adjustment, product expiration, idle facility expense, freight, handling costs, scrap, and wasted material (spoilage).

This charge was recorded in Selling, General, and Administrative Expenses.

As of March 31, 2024, and March 31, 2023, our consolidated balance sheet reported approximately $ 392 thousand and $ 407 thousand clinical trial-related inventory, respectively.

NOTE 4 – DEPOSITS AND ADVANCES

Fiscal 2025, and Fiscal 2024, the Company wrote off approximately $ 217 thousand and $ 1 million of inventory due to abnormal loss, NRV

adjustment, product expiration, idle facility expense, freight, handling costs, scrap, and wasted material (spoilage).

This charge was

recorded in Selling, General, and Administrative Expenses.

capitalize inventory costs related to our investigational drug, provided that management determines there is a potential alternative

use for the inventory in future research and development projects or other purposes.

As of March 31, 2025, and March 31, 2024, our consolidated

balance sheet reported approximately $ 392 thousand of clinical trial-related inventory, respectively.

4 – DEPOSITS AND ADVANCES

(in thousands)

March 31, 2024

March 31, 2023

Advances to suppliers and consultants

1 unchanged sentence

Prepaid expense and other current assets

The Advances to suppliers and consultants primarily relate to advances to vendors.

Prepaid and other current assets include approximately $ 39 thousand and approximately $ 25 thousand in statutory advances for Fiscal 2024 and Fiscal 2023, respectively.

NOTE 5 – INTANGIBLE ASSETS

Advances to suppliers and consultants primarily relate to advances to vendors.

Prepaid expense and other current assets include approximately

$ 49 thousand and approximately $ 39 thousand in statutory advances for Fiscal 2025 and Fiscal 2024, respectively.

5 – INTANGIBLE ASSETS

Amortized intangible assets

(in thousands)

March 31, 2024

March 31, 2023

Other intangibles

5 unchanged sentences

Total intangible assets

The value of intangible assets includes the cost of acquiring patent rights, supporting data, and the expense associated with filing various patent applications in different countries along with granted patents.

value of intangible assets includes the cost of acquiring patent rights, supporting data, and the expense associated with filing various

patent applications in different countries along with granted 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 expenses in Fiscal 2024 and 2023 amounted to approximately $ 74 thousand and $ 57 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 conclude that, as of March 31, 2024, there was no impairment.

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

reflects the abandonment and expiration of certain non-core patent applications that management determined no longer aligned with the

Company’s strategic focus or had limited commercial potential.

The related assets were fully impaired and removed from the balance

The expense was recognized in the consolidated statements of operations as part of general and administrative expenses.

continues to evaluate its intellectual property portfolio to ensure alignment with its long-term development and commercialization strategy.

Estimated amortization expense

5 unchanged sentences

For the year ended 2030

NOTE 6 – PROPERTY, PLANT, AND EQUIPMENT

6 – PROPERTY, PLANT, AND EQUIPMENT

(in thousands, except useful life)

Useful Life (years)

March 31, 2024

March 31, 2023

Buildings and facilities

3 unchanged sentences

Furniture and fixtures

Construction in progress

Total gross value

1 unchanged sentence

Total property, plant, and equipment, net

The depreciation expense in Fiscal 2024 and 2023 amounted to approximately $ 563 thousand and $ 417 thousand, respectively.

The net decrease in total property, plant, and equipment is primarily due to the impairment of land by approximately $ 3.3 million.

During Fiscal 2024, the Company focused on liquidating all non-operating assets to reduce costs and generate cash.

As a result, the Company sold a fully depreciated property in India for net proceeds of approximately $ 43 thousand and accounted for the same in other income, and impaired the land situated in Nagpur, India, by approximately $ 3.3 million to $ 720 thousand from $ 4.1 million.

depreciation expense in Fiscal 2025 and 2024 amounted to approximately $ 567 thousand and $ 563 thousand, respectively.

During Fiscal 2025,

the Company focused on liquidating all non-operating assets to reduce costs and generate cash.

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.

Held For Sale

Fiscal 2024, the Company focused on liquidating all non-operating assets to reduce costs and generate cash.

As a result, the Company

impaired the land situated in Nagpur, India, by approximately $ 3.3 million to $ 720 thousand from $ 4.1 million to bring

it closer to the fair market value.

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.

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 – LEFT BLANK INTENTIONALLY

NOTE 8 – CLAIMS AND ADVANCES

Fiscal 2025, the Company entered into an agreement with the buyer to sell the said land for a net realizable value of approximately $ 702 thousand.

The agreement is subject to the final registration and execution.

The Company received a net of approximately $ 580 thousand as a

The Company holds the ownership and possession of the said land.

For further information, please refer to Note 19- “Subsequent

7 – LEFT BLANK INTENTIONALLY

8 – CLAIMS AND ADVANCES

(in thousands)

March 31, 2024

March 31, 2023

Claims receivable (1)

Non-current deposits

Non-current advances

The claims receivable is due from different vendors.

While the Company has initiated collection proceedings internally or with the appropriate authorities, it believes receiving the amount in the next 12 months will be challenging because of the time required for collection proceedings.

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 2024 and 2023 are approximately $ 100 thousand and $ 178 thousand, respectively.

The Company also has four operating leases as of March 31, 2024.

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 1.6 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.

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 $ 18 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 less than 1 year 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.

claims receivable is due from different vendors.

While the Company has initiated collection proceedings internally or with the appropriate

authorities, it believes receiving the amount in the next 12 months will be challenging because of the time required for collection proceedings.

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

Company has one short-term lease as of March 31, 2025.

The total short-term lease expense and cash paid for Fiscal 2025 and 2024 are

approximately $ 39 thousand and $ 100 thousand, respectively.

Company has operating leases primarily consisting of spaces with the lease term being more than or equal to 12 months.

The Company has

two operating leases as of March 31, 2025.

The total operating leases expense and cash paid for Fiscal 2025 and 2024 are approximately

$ 135 thousand and $ 141 thousand, respectively.

(in thousands)

March 31, 2024

(in thousands)

March 31, 2023

Operating lease costs

1 unchanged sentence

Total lease costs

Right of use assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:

of use assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows:

(in thousands)

March 31, 2024

March 31, 2023

Operating lease asset

7 unchanged sentences

(in thousands)

March 31, 2024

(in thousands)

March 31, 2023

Cash paid for amounts included in the measurement of lease liabilities

4 unchanged sentences

Total Lease liabilities

NOTE 10 – ACCRUED LIABILITIES AND OTHERS

10 – ACCRUED LIABILITIES AND OTHERS

(in thousands)

March 31, 2024

March 31, 2023

Compensation and other contributions

2 unchanged sentences

Other current liability

Compensation and other contribution-related liabilities consist of accrued salaries to employees.

In addition, provision for expenses includes provision for legal, professional, and marketing expenses.

Other current liability also includes statutory payables of approximately $ 25 thousand and $ 31 thousand as of March 31, 2024, and March 31, 2023, respectively, and approximately $ 3 thousand of short-term loans as of March 31, 2024, and March 31, 2023, respectively.

NOTE 11 – LOANS AND OTHER LIABILITIES

Loan as of March 31, 2024:

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 %.

and other contribution-related liabilities consist of accrued salaries to employees.

In addition, provision for expenses includes provision

for legal, professional, and marketing expenses.

Other current liability also includes statutory payables of approximately $ 19 thousand

and $ 25 thousand as of March 31, 2025, and March 31, 2024, respectively, and approximately $ 3 thousand of short-term loans as of March

31, 2025, and March 31, 2024, respectively.

In addition, Other current liabilities for Fiscal 2025 consist of approximately $ 580 thousand

and $ 46 thousand related to asset held for sale and provision for a statutory liability, respectively.

Please refer to Note 6 –

“Property, plant and, equipment”, for more information.

11 – LOANS AND OTHER LIABILITIES

as of March 31, 2025:

June 11, 2020, the Company received an Economic Injury Disaster Loan (EIDL) for approximately $ 150 thousand at an annual interest rate

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 the principal.

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 the principal.

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

For Fiscal 2024, the interest expense and principal payment for the EIDL were approximately $ 5 thousand and $ 3 thousand, respectively.

As of March 31, 2024, approximately $ 137 thousand of the loan is classified as Long-term loans and approximately $ 3 thousand as Short-term loans.

Other Liability:

For Fiscal 2025, the interest expense

and principal payment for the EIDL were approximately $ 5 thousand and $ 3 thousand, respectively.

As of March 31, 2025, approximately

$ 134 thousand of the loan is classified as Long-term loans and approximately $ 3 thousand as Short-term loans.

(in thousands)

1 unchanged sentence

Statutory reserve

The statutory reserve is a gratuity reserve for employees in our subsidiaries in India.

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, 2024, 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 addition, under 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.

statutory reserve is a gratuity reserve for employees in our subsidiaries in India.

12 – COMMITMENTS AND CONTINGENCIES

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, 2025, except as disclosed in Item 3 – Legal Proceedings and Note 19 – Subsequent Events.

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 addition, under 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 as required by the law.

The contribution is made to the Foreign Government’s funds.

NOTE 13 – SECURITIES

As of March 31, 2024, the Company was authorized to issue up to 150,000,000 shares of common stock, par value of $ 0.0001 per share, and 66,691,195 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 of $ 0.0001 per share, and no preferred shares were issued and outstanding as of March 31, 2024.

We have one security listed on the NYSE American:

The contribution is

made to the Foreign Government’s funds.

13 – SECURITIES

of March 31, 2025, the Company was authorized to issue up to 150,000,000 shares of common stock, par value of $ 0.0001 per share, and

80,878,058 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 of $ 0.0001 per share, and no preferred shares were issued and outstanding as of March 31, 2025.

We have one security

listed on the NYSE American:

common stock, $0.0001 par value (ticker symbol:

This security also trades on the Frankfurt, Stuttgart, and Berlin stock exchanges (ticker symbol:

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 October 27, 2023, the Company entered into a Sales Agreement (the “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) pursuant to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal shares of its common stock having an aggregate offering price of up to $ 60 million (“Shares”), subject to certain limitations on the amount of common stock that may be offered and sold by the Company set forth in the Sales Agreement (the “Offering”).

Prior to entering into the Sales Agreement with A.G.P./Alliance Global Partners, the Company terminated the Sales Agreement dated January 13, 2021, with The Benchmark Company.

On June 30, 2023, the Company entered into a Share Purchase Agreement (the “June 2023 SPA”) with Bradbury Asset Management and three unrelated investors, 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 issued 10 million shares of unregistered common stock at a price of $ 0.30 per share.

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

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.

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 issued 2 million shares of unregistered common stock for consulting services related to raising capital, including the March 2024 capital raised.

NOTE 14 – STOCK-BASED COMPENSATION

As of March 31, 2024, under both the Company’s previous 2008 and current 2018 Omnibus Incentive Plans approximately 9.1 million shares of common stock have been issued to employees, non-employees, and advisors.

In addition, 7.6 million restricted share units (“RSUs”) fair valued at $ 4.6 million with a weighted average value of $ 0.61 per share, have been granted but not yet issued from different Incentive Plans and Grants.

This includes 4.9 million RSUs granted to employees and directors, which consists of a vesting schedule based entirely on the attainment of 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 for upon certification by the management, confirming the probability of achievement of milestones.

As of March 31, 2024, the management confirmed that five milestones had been achieved, and the rest were probable to be achieved by March 31, 2028.

Additionally, options held by advisors and directors to purchase 3.7 million shares of common stock fair valued at $ 925 thousand with a weighted average of $ 0.25 per share, which have been granted but are to be issued over a vesting period between Fiscal 2022 and Fiscal 2027.

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

The options are fair valued using a Black-Scholes Pricing Model, and market-based RSU are valued based on a lattice model with the following assumptions:

Expected life of options

This security also trades on the Frankfurt, Stuttgart,

and Berlin stock exchanges (ticker symbol:

Company also has 91,472 units outstanding that can be separated into common stock.

Ten units may be separated into one share of common

The unit holders are requested to contact the Company or our transfer agent, Continental Stock Transfer & Trust, to separate

their units into common stock.

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.

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 issued 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.

September 25, 2024, the Company entered into the 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

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

the fiscal year ended March 31, 2025, the Company received the purchase price, and the issuance of common stock is in process.

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.

During Fiscal 2025, the company raised approximately $ 1.8 million

against 5,363,334 shares.

the first quarter of Fiscal 2026, the Company entered into Share Purchase Agreements with multiple investors (the 2025 Share Purchase

Agreements), 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 Share Purchase

The investment is subject to customary closing conditions, including NYSE approval.

As per the 2025 Share Purchase Agreements,

the investor received piggyback registration rights subject to certain restrictions.

14 – STOCK-BASED COMPENSATION

of March 31, 2025, under both the Company’s previous 2008 and current 2018 Omnibus Incentive Plans, approximately 9.1 million shares

of common stock have been issued to employees, non-employees, and advisors.

In addition, 7.3 million restricted share units (RSUs) fair

valued at $ 4.3 million with a weighted average value of $ 0.59 per share, have been granted but not yet issued from different Incentive

Plans and Grants.

This includes 4.7 million RSUs granted to employees and directors, which consists of a vesting schedule based entirely

on the attainment of 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 for upon certification by the management, confirming

the probability of achievement of milestones.

As of March 31, 2025, the management confirmed that five milestones had been achieved,

and the rest were probable to be achieved by March 31, 2028.

Additionally,

options held by advisors and directors to purchase 4 million shares of common stock fair valued at $ 1 million with a weighted average

of $ 0.26 per share, which have been granted but are to be issued over a vesting period between Fiscal 2022 and Fiscal 2027.

Options granted

and issued before the vesting period are expensed when issued.

options are fair valued using a Black-Scholes Pricing Model, and market-based RSU are valued based on a lattice model with the following

Expected life of options 5 years 5 years

Vested options 100 % 100 %

Risk free interest rate 3.93 % 5.24 %

5.24 % 2.42 %

Expected volatility 171 % 175 %

Expected dividend yield

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 2024, the Company’s share-based expense and option-based expense shown in Selling, general, and administrative expenses (including research and development) were $ 1.7 million and $ 59 thousand, respectively.

For Fiscal 2023, the Company’s share-based expenses and option-based expenses shown in Selling, general, and administrative expenses (including research and development) were $ 2.8 million and $ 29 thousand, respectively.

Expected dividend yield Nil Nil

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 2025, the

Company’s share-based expense and option-based expense, shown in Selling, general, and administrative expenses (including research

and development), were $ 1 million and $ 590 thousand, respectively.

Fiscal 2024, the Company’s share-based expenses and option-based expenses shown in Selling, general, and administrative expenses

(including research and development) were $ 1.7 million and $ 59 thousand, respectively.

Non-vested shares

(in thousands)

Weighted average

grant date fair value

Non-vested shares as of March 31, 2024

2 unchanged sentences

(in thousands)

Weighted average

grant date fair value

Weighted average

exercise price

Options outstanding as of March 31, 2024

1 unchanged sentence

Options outstanding as of March 31, 2025

There was a combined unrecognized expense of $ 3.21 million related to non-vested shares and share options that the Company expects to be recognized over a life of up to 5 (five) years.

NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS

As of March 31, 2024, 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.

was a combined unrecognized expense of $ 1.7 million related to non-vested shares and share options that the Company expects to be recognized

over a life of up to 4 (four) years.

15 – FAIR VALUE OF FINANCIAL INSTRUMENTS

of March 31, 2025, 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 the cost method.

For further information refer Note 7, “Investments in Non-Marketable Securities.”

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2024, and 2023, and indicates the fair value hierarchy of the valuation techniques the Company used to determine such fair value:

(in thousands)

As of March 31, 2024

Adjusted Cost

Cash Equivalents

For further information refer Note 7, “Investments in

Non-Marketable Securities.”

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March

31, 2025, and 2024, and indicates the fair value hierarchy of the valuation techniques the Company used to determine such fair value:

of March 31, 2025

Money Market Fund

Certificates of Deposit

As of March 31, 2023

Adjusted Cost

Cash Equivalents

of March 31, 2024

Money Market Fund

Certificates of Deposit

NOTE 16 – INCOME TAXES

The Company calculates its provision for foreign and U.S.

16 – INCOME TAXES

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:

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.

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.

tax expense/(benefit) for each of the years ended March 31 consists of the following:

Year Ended March 31,

7 unchanged sentences

Change in valuation allowance

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:

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 follows:

Year Ended March 31,

6 unchanged sentences

Valuation allowance

The table below sets forth the details of expiration of the non-financial carried forward losses of the Company as of March 31, 2024, as under:

table below sets forth the details of expiration of the non-financial carried forward losses of the Company as of March 31, 2025, as

(in thousands)

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.

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.

upon the Company’s current operating results management cannot conclude that it is more likely than not that such assets will be

The Company files income tax returns in India, Colombia, and the U.S.

The Company has a carry-forward R&D tax credit of approximately $ 4,542 thousand

NOTE 17 – REVENUE RECOGNITION

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.

The Company has a carry-forward R&D tax credit of

approximately $ 4,542 thousand.

17 – REVENUE RECOGNITION

in the renting business when the equipment is rented, and the terms of the agreement have been fulfilled during the period.

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

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.

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:

Revenue from white labelling 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:

(in thousands)

Year ended March 31,

Infrastructure segment

Rental income (1)

Construction contracts (2)

Life Sciences segment

Wellness and lifestyle (1)

White labeling services (2)

(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.

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 and is evaluated regularly by the chief operating decision maker, or decision-making group (“CODM”), in deciding how to allocate resources and in assessing performance.

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 labelling 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.

18 – SEGMENT INFORMATION

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

segments are defined as components of an enterprise about which separate financial information is available and 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) Life Sciences segment and (ii) Infrastructure 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 the 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) Life Sciences segment and (b) Infrastructure segment.

The Company does not include intercompany transfers between segments for Management reporting purposes.

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

The Company’s CODM is the Company’s

Chief Executive Officer (CEO).

The CEO reviews financial information presented on an operating segment basis for the purposes of making

operating decisions and assessing financial performance.

fiscal 2025, the Company reassessed its reportable segment structure in connection with its strategic realignment toward Life Sciences.

As a result, management determined that the Company operates as a single reportable segment .

Historically, the Company reported

two operating segments:

Life Sciences and Infrastructure.

While the Infrastructure segment generated revenues in fiscal 2024, it did

not generate any revenues in fiscal 2025 and is no longer actively managed or evaluated as a discrete operating segment by the Company’s

Chief Operating Decision Maker.

has not made a formal decision to dispose of or exit the Infrastructure business, and therefore, the Infrastructure operations have not

been classified as discontinued operations.

The results of the Infrastructure activities have been aggregated into the single reportable

segment presentation for all periods presented in this Annual Report on Form 10-K.

This change in segment reporting has no impact on

the Company’s previously reported consolidated financial position, results of operations, or cash flows.

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

The table below shows revenue reported by segments:

Product & Service

(in thousands)

Percentage of

Total Revenue

Infrastructure segment

Life Sciences segment

(in thousands)

Percentage of

Total Revenue

Infrastructure segment

Life Sciences segment

For information on revenue by product and service, refer to Note 17, “Revenue Recognition.”

Fiscal 2024, $ 164 thousand belongs to the previously reported Infrastructure Segment.

information on revenue by product and service, refer to Note 17, “Revenue Recognition.”

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

Revenue is generally attributed to the geographic location of customers:

Revenue is generally attributed to the

geographic location of customers:

(in thousands)

Percentage of

Total Revenue

(in thousands)

Percentage of

Total Revenue

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

1 unchanged sentence

Nature of Assets

(Country of Domicile)

Foreign Countries

(India, Hong Kong, and Colombia)

March 31, 2024

Intangible assets, net

5 unchanged sentences

Nature of Assets

(Country of Domicile)

Foreign Countries

(India Hong Kong and Colombia)

March 31, 2023

Intangible assets, net

3 unchanged sentences

Total non-current assets

NOTE 19 – SUBSEQUENT EVENTS

As disclosed in Note 13 “Securities,” the Company entered into the 2024 SPA.

As of March 31, 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 April 2024.

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

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in and disagreements with accountants on accounting and financial disclosures.

19 – SUBSEQUENT EVENTS

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.

April 2025, IGC Pharma expanded its CALMA Phase 2 trial for agitation in Alzheimer’s dementia to two renowned research sites:

Hospital’s Memory and Aging Program (a nationally recognized research center affiliated with the Warren Alpert Medical School of

Brown University) in Rhode Island and the MIND Institute at Miami Jewish Health in Florida.

Asset held for sale has been sold for a value of approximately $ 701 thousand, and the ownership of the land has been wholly transferred

to the respective purchasers.

● 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.

9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

were no changes in and disagreements with accountants on accounting and financial disclosures.

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 8. Financial Statements and Supplementary Data