UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM

 Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For Fiscal Year Ended March 31, 2025.

 Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the transition period from to

 Commission file number: 001-32830

 IGC PHARMA, INC.

 (Exact Name of Registrant as Specified in Its Charter)

 Maryland

 20-2760393

 (State or other jurisdiction
 of incorporation or organization)

 (I.R.S. Employer

Identification No.)

 10224 Falls Road, Potomac, Maryland

 20854

 (Address of Principal Executive Offices)

 (Zip Code)

 ( 301) 983-0998

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b)
of the Act:

 Common Stock

 IGC

 NYSE American LLC

 (Title of each class)

 (Trading Symbol)

 (Name of each exchange on which registered)

 Securities registered pursuant to Section 12(g)
of the Act: None.

 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

 Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

 Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management assessment of the effectiveness of its Internal Control Over Financial Reporting
under section 404 (b) of the Sarbanes-Oxley by the registered public accounting firm that prepared or issued its annual report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No

 The aggregate market value of the voting and non-voting
stock held by non-affiliates of the Registrant, as of September 30, 2024, the last business day of the Registrant's most recently
completed second fiscal quarter, was approximately $ 29,724,689. Solely for the purposes of this disclosure, shares of common stock held
by executive officers and directors of the Registrant as of such date have been excluded because such persons may be deemed to be affiliates.
This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.

 83,891,586 shares of our common stock were outstanding
as of June 20, 2025.

 DOCUMENTS INCORPORATED BY REFERENCE

 None

 IGC PHARMA, INC.

 FORM 10-K

 FOR THE FISCAL YEAR ENDED MARCH 31, 2025

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers, and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Signatures

 FORWARD-LOOKING STATEMENTS AND IMPORTANT
FACTORS

 This Annual Report
on Form 10-K and the documents incorporated in this report by reference contain "forward-looking statements" within the meaning
of federal securities laws. Additionally, we or our representatives may, from time to time, make other written or verbal forward-looking
statements. In this report and the documents incorporated by reference, we discuss plans, expectations, and objectives regarding our
business, financial condition, and results of operations. Without limiting the foregoing, statements that are in the future tense, and
all statements accompanied by terms such as "believe," "could," "project," "expect,"
"trend," "estimate," "forecast," "assume," "intend," "plan,"
"target," "anticipate," "outlook," "preliminary," "will likely result," "will
continue," and variations of them and similar terms are intended to be "forward-looking statements" as defined by federal
securities laws. We caution you not to place undue reliance on forward-looking statements, which are based upon assumptions, expectations,
plans, and projections. In addition, our goals and objectives are aspirational and are not guarantees or promises that such goals and
objectives will be met. Forward-looking statements are subject to risks and uncertainties, including those identified in the "Risk
Factors" included in this report and in the documents incorporated by reference that may cause actual results to differ materially
from those expressed or implied in the forward-looking statements. Forward-looking statements speak only as of the date when they are
made. Except as required by law, we assume no obligation to update forward-looking statements to reflect events, circumstances, changes
in expectations, or the occurrence of unanticipated events after the date of those statements.

 Forward-looking statements
are based upon, among other things, our assumptions with respect to:

 the sufficiency of our existing cash and cash equivalents and marketable securities to fund our future operating and capital expenses;

 our ability to successfully implement and deploy our artificial intelligence initiatives;

 our disposal of non-core Company assets;

 our ability to successfully register trademarks and patents, create and market new products and services, and achieve customer acceptance in the industries we serve;

 current and future economic and political conditions, including in North America, Colombia, Europe, and India;

 our ability to accurately predict the future demand for our products and services;

 our ability to successfully market our products in countries and states where our products are legal;

 our ability to maintain a stock listing on a national securities exchange;

 our ability to obtain and maintain regulatory approval of our existing product candidates and any other product candidates we may develop, and the labeling under any approval we may obtain;

 our ability to timely complete regulatory filings;

 our ability to obtain the U.S. Food and Drug Administration (FDA) approval for an Investigational New Drug Application (INDA) and to successfully run medical trials, including a Phase 2 trial for IGC-AD1;

 our reliance on third parties to conduct clinical trials and for the manufacture of IGC-AD1 for clinical and non-clinical studies and clinical trials;

 our financial performance;

 the outcome of medical trials that are conducted on our Investigational Drug Candidates and products;

 our ability to fund the costs of clinical trials and other related expenses;

 our ability to maintain our intellectual property position and our ability to maintain and protect our intellectual property rights;

 competition and general acceptance of alternative, pharmaceutical, and nutraceutical therapies;

 our ability to effectively compete and our dependence on market acceptance of our brands and products within and outside the United States;

 federal and state legislation and administrative policy regulating our formulations;

 our ability (based in part on regulatory concerns) to license our products to processors that can produce pharmaceutical-grade formulations;

 our ability to obtain and protect patents for the use of our formulations;

 our ability to obtain and install equipment for processing and manufacturing our products;

 our ability to successfully navigate disruptions of information technology systems or data security breaches that could adversely affect our business; and

 our ability to successfully implement our strategy.

 You should consider
the limitations on, and risks associated with, forward-looking statements and not unduly rely on the accuracy of predictions contained
in such forward-looking statements. As noted above, these forward-looking statements speak only as of the date when they are made. Moreover,
in the future, we may make forward-looking statements through our senior management that involve the risk factors and other matters described
in this report, as well as other risk factors subsequently identified, including, among others, those identified in our filings with
the SEC in our quarterly reports on Form 10-Q and our current reports on Form 8-K.

 This document contains
statements and claims that are not approved by the FDA, including statements on hemp and hemp extracts, including cannabinoids. These
statements and claims are intended to be in compliance with federal and state laws.

 In this report, unless
the context requires otherwise, all references in this report to " IGC, " " the Company, " " we, "
" our, " and " us " refer to IGC Pharma, Inc., together with the subsidiaries identified
 in Exhibit 21.1 of this Annual Report on Form 10-K. We exclude our investments and minority non-controlling interests, and any information
provided by them is not incorporated by reference in this report. They should not be considered part of this report.

 ITEM 1. BUSINESS

 Overview

 IGC is a Maryland corporation
established in 2005 with a fiscal year ending on March 31, spanning a 52- or 53-week period. Please refer to Note 1, "Nature of
Operations" and Item 8 of this Annual Report on Form 10-K, for further information on business segments.

 Our mission is to improve
the lives of individuals affected by Alzheimer's disease by addressing both its symptoms and the disease. Our near-term focus is
on advancing IGC-AD1, our lead drug candidate currently in Phase 2 clinical trials targeting agitation in Alzheimer's patients.
We are also investing in our early-stage pipeline of investigational therapies and exploring Artificial Intelligence (AI) powered models
designed to identify early markers of Alzheimer's. We believe that combining scientific innovation with operational execution, including
leveraging our internal contract research organization, positions us to efficiently advance our pipeline toward commercialization, although
there can be no assurance thereof. Our long-term strategy is to build a portfolio of differentiated therapies that not only address symptomatic
needs but also target disease-modifying mechanisms, thereby creating sustainable value for patients, caregivers, and shareholders.

 Our lead investigational drug,
IGC-AD1, has progressed through preclinical evaluations and a successful Phase 1 safety trial, and is currently being evaluated in a multicenter,
randomized, double-blind, placebo-controlled Phase 2 clinical trial, officially named "CALMA" (Calming Agitation in Alzheimer's).
Interim data from this trial have demonstrated encouraging signs of efficacy, with patients receiving IGC-AD1 experiencing a statistically
significant reduction in agitation compared to placebo within the first 2-6 weeks of treatment. This reduction in agitation is particularly
notable as it could, although there can be no assurance, significantly improve patient care and represents a potential breakthrough in
managing Alzheimer's-related agitation. In addition, IGC-AD1, Phase 2 clinical trial interim data also demonstrate a clinical and
statistically significant reduction in sleep disturbances among Alzheimer's patients receiving the active medication compared
to placebo.

 During 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. 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. For more information, please refer to "Note 18 –
Segment Information".

 Our Drug Development Pipeline

 IGC 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 followings: -

 Asset

 Target Indication

 Mechanism of Action

 Development Stage

 Key Milestones

 IGC- AD1

 Agitation in Alzheimer's dementia

 CB1 receptor partial agonist; reduces neuroinflammation and restores neurotransmitter balance

 Phase 2 clinical trial (CALMA study)

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

 TGR-63

 Early to moderate Alzheimer's disease

 Disrupts amyloid-beta (A) plaque formation; crosses blood-brain barrier

 Demonstrated favorable safety profile; advancing towards clinical trials

 LMP

 Alzheimer's disease

 Targets neuroinflammation, neurotransmitter imbalance, and inflammasome-3

 Bioequivalence to IGC-AD1 anticipated in 2025

 IGC-M3

 Early-stage Alzheimer's disease

 Inhibits A plaque aggregation

 Toxicology studies planned for mid-2025

 IGC-1C

 Alzheimer's disease and metabolic disorders

 Targets tau protein phase separation; potential GLP-1 receptor agonist

 Exhibits strong binding affinity to tau protein; potential for weight loss applications

 IGC-1A

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

 Potential GLP-1 and GIP receptor agonist; CB1 receptor inverse agonist

 Identified through AI modeling; toxicology and dosing studies underway

 This 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, the expansion into metabolic disorders
showcases the versatility of our drug discovery platform, leveraging AI to identify promising therapeutic candidates.

 The Company is also attempting
to harness the power of AI to develop early detection models, optimize clinical trials, and explore new applications for our drugs. Additionally,
our 31 patent filings, including for IGC-AD1, demonstrate our commitment to innovation and protecting our intellectual property.

 Artificial Intelligence (AI)/Machine Learning (ML)

 In our pursuit of innovation,
we leverage AI and ML. AI refers to the development of intelligent systems that can learn and act autonomously. ML is a branch of AI that
allows computers to learn from data without the need for explicit programming. This technology plays a role in our efforts and could allow
companies of our size to do what previously was the domain of much larger pharmaceutical companies. For instance, we are utilizing ML
by training transformers, a powerful neural network architecture, to analyze vast datasets from our Phase 1 and unblinded Phase 2 interim
clinical trial to identify patterns and optimize the clinical trial protocol for a potential Phase 3 trial. The AI model, for example,
has the potential to tell us if a particular neuropsychiatric scale that we used in Phase 1 and Phase 2 added valuable information to
the trial, and if it did not, we could remove that scale from a future Phase 3 trial, thus saving money and time in the overall trial
management. In the long term, with more data, the trained AI model could allow us to consider incoming patient signatures, such as scans,
symptoms, patient history, among others, and predict outcomes for our drug, including adverse effects, thus personalizing the delivery
of IGC-AD1, of which there can be no assurance.

 Currently, the AI team is
working on developing a Multimodal Interpretable Transformer for Alzheimer's Disease (MINT-AD). This tool aims to support clinicians
in real-world decision-making towards reducing Alzheimer's false negatives and delayed diagnosis. We are developing MINT-AD for
three aims/phases: risk stratification for AD, cognitive decline prediction 2-5 years in advance, and deployment as a physician's
tool.

 We have collected and started
harmonizing a group of 32 worldwide databases that include longitudinal aging data, clinical and neuroimaging, and omics data. The databases
represent participants from various countries, with a large representation from North, Central, and South America, and Asia. A detailed
map of the databases is shown in Fig. 1.

 For the first phase, we are
pretraining and finetuning state-of-the-art Large Language Models (LLMs) to extract intricate patterns in the data that uncover groups
of interacting risk factors for early detection. Our first efforts have focused on the longitudinal data due to its compatibility and
ease of use in LLMs. To input the data into language models, we are building prompts in two formats: semi-structured prompts made up by
the original variable names and their values, and descriptive prompts made up by tailored text for each database. Also, we are implementing
masked attention strategies to help the model focus on the data that is available for each database. By leveraging LLMs, we aim to enhance
interpretability, generalizability, and clinical usability. Regarding interpretability, we have tested adversarial attack approaches that
can help understand the decision-making of the model and expose wanted and unwanted behaviors in early stages. Additionally, to define
a training target, we have extracted cognitive scales so that the model identifies which risk factors impact the patient the most. Some
of the scales we have found across databases include the Mini-Mental State Examination (MMSE), the Community Screening Interview for Dementia
(CSI-D), and the Montreal Cognitive Assessment (MoCA). We are also working on incorporating clinical and imaging data, including MRI and
PET scans, and varied omics data, such as RNA sequencing, whole genome sequencing, and DNA methylations. Each group of data types will
be developed in modules and then integrated through a Mixture-of-Experts (MoE) architecture. Fig. 2 shows a general overview of our approach
with MoE. Our next steps will focus on finishing the harmonization process and incorporating the remaining databases. Once we have various
modules, we plan to train their ensemble in the MoE and test gating strategies to properly direct the input to the most appropriate expert.

 So far, the first phase is
focused on the current cognitive state and the factors that have the most significant impact on that state. In the second phase, we want
to focus on understanding how cognitive abilities evolve over time and how modifiable risk factors lead to a positive or negative cognitive
trajectory. For this task, we will include datapoints throughout time, focusing on the importance of temporality and causality in the
data. Also, we can leverage strategies like chain-of-thought (CoT) in the transformer-based models from the previous phase to train the
models to understand how the reasoning behind a risk factor leads to the cognitive outcome. This strategy will be implemented with help
from experts that can provide examples of the analysis process on a case-by-case basis.

 In the last phase, we will
deploy the final model with insights from both previous phases to conduct further real-world validation and assess the impact of the model
in early detection and cognitive trajectory improvements.

 Fig. 1: Overview of the database for MINT-AD

 Fig. 2: MINT-AD architecture using MoE

 Our Strategy

 Our goal is to develop product
candidates to diagnose and/or treat central nervous system disorders, such as Alzheimer's disease and neurodegenerative conditions.
Key elements of our business strategy to achieve this mission include:

 Advance Differentiated Therapies for High-Need
 CNS Indications: - Subject to FDA approval and clinical trials, IGC Pharma is advancing IGC-AD1 as a potential treatment for
 agitation in dementia due to Alzheimer's disease—an area with limited effective therapies and significant unmet medical need.

 Expand IGC-AD1's therapeutic potential
 to treat AD, subject to FDA approval: - Subject to FDA approval, IGC Pharma aims to broaden the clinical application of IGC-AD1 beyond
 agitation to target core Alzheimer's disease symptoms, contingent upon regulatory approval and support clinical data. Although there
 can be no assurance, this expansion could significantly enhance the drug's value and impact in addressing a major unmet medical
 need.

 Advance the development of TGR-63 as a potential
 therapeutic for AD: - IGC Pharma is progressing TGR-63, a preclinical candidate designed to target amyloid-beta plaque formation,
 a hallmark of Alzheimer's pathology. This molecule represents a key component of the Company's long-term strategy to diversify
 its Alzheimer's pipeline and address the disease at its biological core.

 Publish scientific findings in peer-reviewed journals to strengthen clinical credibility and visibility: - IGC Pharma actively disseminates research through peer-reviewed publications to validate its scientific approach, enhance transparency, and support regulatory engagement. This strategy reinforces the Company's reputation within the medical and investor communities and underpins the advancement of its drug development programs.

 Allocate Capital to Enhance Shareholder Value: - IGC Pharma Inc. is committed to strategically allocating capital to enhance shareholder value by advancing its AD pipeline, optimizing operational efficiency, and maintaining a robust financial position.

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

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

 Core business competencies and advantages

 Our core competencies include:

 a network of doctors, scientists with Ph. D. degrees, and intellectual property legal experts with a sophisticated understanding of drug discovery, research, FDA filings, intellectual protection, and product formulation;

 knowledge of various cannabinoid strains, their phytocannabinoids profile, extraction methodology, and impact on various pathways;

 knowledge of plant and cannabinoid-based combination therapies;

 knowledge of research and development in the field;

 approximately thirty-one (31) patent applications out of which our portfolio includes twelve (12) granted patents. For more information, please refer to Item I, "Business" of Part I;

 facilities and a team with experience in manufacturing, marketing, and selling products. These competencies have enabled us to make progress on our business goals, specifically completing the Phase 1 clinical trial of IGC-AD1, which has the potential to positively impact on the lives of millions of patients suffering from the symptoms of Alzheimer's disease, subject to FDA approval.

 Background on Alzheimer ' s Disease
(AD) Pathology

 AD pathology can be divided
into two categories: familial or inherited AD and sporadic AD. The histopathology of early-onset familial AD and late-onset sporadic AD
is indistinguishable. Both forms of AD are characterized by extracellular amyloid- (A) plaques and intracellular tau-containing
neurofibrillary tangles (G tz, et al., 2011). Simplistically, in normal brain functioning, a large protein called Amyloid Precursor
Protein (APP) is cleaved into smaller fragments called A proteins. In a normal brain, these are subsequently broken down further
and cleared. However, in AD brains, these A proteins are not broken down and cleared; they instead stick to one another and deposit
as inter-neuronal sticky plaque—that is, they deposit as plaque between neurons. In the brain, within a neuron, tau () is a
key protein that holds together the transport scaffold. As an analogy, it is the brick-and-mortar of the highway over which nutrients
are transported within a neuron. In an AD brain, tau breaks down due to a process called hyperphosphorylation and is unable to hold the
transport highway. The breakdown results in neurofibrillary tangles (NFTs) and eventually leads to neuronal death.

 The misfolded structure of
A proteins, along with NFTs, generates a characteristic tendency for their aggregation (Chiti & Dobson, 2006) around damaged
or dead neurons and within cerebral vasculature in the brain. It manifests in memory loss followed by progressive dementia. It has long
been believed that A 1–40 (A 40) and A 1–42 (A 42) aggregates are the constituents of the insoluble plaques
that are characteristic of AD. This disease is also associated with neuroinflammation, excitotoxicity, and oxidative stress (Campbell
& Gowran, 2007; Rich, et al., 1995). However, the continuous aggregation of A proteins along with hyperphosphorylation of tau
protein inside the cell, causing NFT formation, are generally accepted as the major etiological factors of the neuronal cell death associated
with the progression of Alzheimer's disease (Octave, 1995; Reitz, et al., 2011; Pillay, et al., 2004). The two hallmarks of Alzheimer's
are shown in Figure 3.

 Figure
 3: Hallmarks of Alzheimer ' s

 Extracellular
 Plaque: -amyloid (A)

 Tau
 Neurofibrillary Tangles (NTFs).

 Causes
 loss of neurons & critical neuronal connections.

 Also
 linked to Alzheimer's:

 Metabolism
 disruption

 Mitochondrial
 dysfunction

 Neuroinflammation

 Alzheimer's affects
not only cognition but also mood and behavior, changes which increase in intensity as the disease progresses. Approximately 6.9 million
Americans aged 65 and older are living with Alzheimer's dementia, according to the Alzheimer's Association's 2024 Facts
and Figures report. In 2025, it is estimated that 7.2 million Americans aged 65 and older have Alzheimer's dementia, reflecting
the growing aging population. Alzheimer's is the most common cause of dementia, accounting for an estimated 60% to 80% of cases.
Most individuals also have the brain changes of one or more other causes of dementia. This is called mixed pathologies, and if recognized
during life it is called mixed dementia. There are various symptoms associated with this medical condition, such as screaming, pacing,
biting, disrobing, excessive motor movements, physical aggression, and verbal aggression, among others. These behaviors make up clinical
agitation in dementia due to Alzheimer's disease and it they make it very difficult for caregivers to manage their loved ones. Agitation
is associated with increased hospitalization and accelerated cognitive decline.

 Symptoms of AD depend on the
stage of the disease: preclinical, mild, moderate, or severe. NPS, such as agitation, apathy, delusions, hallucinations, and sleep impairment,
are common accompaniments of dementia. Loss of functionality, including progressive difficulty in performing instrumental and basic activities
of daily living, is also seen with disease progression (Tang et al., 2019). There is a spectrum of behavioral disorders that can affect
patients with AD. These include agitation, anxiety, disturbance of the sleep cycle, depression, inappropriate sexual behavior, disinhibition,
and irritability, among others (Lyketsos, et al., 2011). These behavioral disturbances not only affect the patient's quality of
life but also cause extreme emotional distress for the caregivers. These disturbances can become very difficult to manage, so most of
the time, combined therapy is used (Matsunaga et al., 2015). This can cause secondary undesirable effects, such as excessive sleepiness,
which diminishes the capability of the patient to be active and alert during the day; dizziness, which can increase the risk for falls
(Allan, et al., 2005); worsening of cognitive function, which in turn worsens functionality (Paterniti S, et al., 2002); and even death
due to cardiovascular complications (Qiu, et. Al., 2006).

 Background on Agitation in Alzheimer ' s
dementia

 Agitation is a prevalent neuropsychiatric
symptom among individuals with Alzheimer's disease, characterized by restlessness, aggression, and emotional distress. Studies indicate
that up to 80% of individuals with Alzheimer's experience agitation during the course of the disease. Based on these figures, approximately
5.8 million Americans with Alzheimer's may experience agitation in 2025. This substantial number underscores the critical need for
effective interventions targeting agitation to improve patient quality of life and reduce caregiver burden. Agitation is a behavioral
syndrome characterized by increased, often undirected, motor activity, restlessness, aggressiveness, and emotional distress. While there
can be no guarantee, we expect the Phase 2 trial to take between 12 and 18 months to complete, barring a variety of unknown factors.

 We are currently developing
IGC-AD1 for the treatment of Agitation in Alzheimer's dementia (AAD). There is only one FDA-approved pharmacological treatment for
the indication of AAD.

 The National Institute on
Aging (NIA) at the National Institutes of Health (NIH) defines AD as an irreversible, progressive brain disorder that destroys memory
and thinking skills. AD is a progressive neurodegenerative disorder that manifests initially as forgetfulness, advancing to severe cognitive
impairment and memory loss. Emotional distress, aggressive behaviors, disruptive irritability, and disinhibition characterize agitation.
Agitation in Alzheimer's dementia has been associated with increased caregiver burden, decreased functioning, earlier nursing home
placement, and death.

 The NIA categorizes Alzheimer's
in three stages- mild, moderate, and severe (NIA, 2019). Symptoms of mild Alzheimer's can include wandering (getting lost, not remembering
the way home), trouble handling money and paying bills, repeating questions, and personality or behavior changes. As the disease progresses
to moderate, there is damage to the areas of the brain that control language, reasoning, sensory processing, and conscious thought. Patients
can have difficulty with multi-step tasks such as getting dressed. Behavioral problems, including hallucinations, delusions, paranoia,
and impulsive behavior, can also increase. When severe Alzheimer's sets in, plaques and tangles spread throughout the patient's
brain, and the brain shrinks significantly. People with severe Alzheimer's are completely dependent on others for care. They cannot
communicate, and near the end of their life, they may be largely bedridden as the body shuts down (NIA, 2021).

 Patients with AD are currently
treated with various medications, including antipsychotics, which have been considered the mainstay of treatment. These treatments, however,
are limited by safety concerns. Typical antipsychotics prescribed for agitation, aggression, or insomnia are associated with functional
decline in patients with AD, while studies indicate that atypical antipsychotics may be associated with increased rates of cerebrovascular
events and death in patients with dementia.

 Currently, there are limited
options to help Alzheimer's patients with agitation or relief the burden placed on their caregivers (Cheng, 2017).

 Currently, IGC-AD1 is in a
Phase 2 clinical trial, and on March 20, 2024, and on November 14, 2024, IGC announced the "Positive Interim Results for IGC-AD1
in Reducing Alzheimer's agitation" and "Additional Phase 2 Interim Results Highlighting Cognitive Benefits of IGC-AD1
for Alzheimer's Treatment", respectively. The interim data validates IGC-AD1's potential as a transformative therapeutic
option with a large market opportunity in Alzheimer's disease management, although there can be no assurance.

 IGC-AD1 as a Treatment for Agitation in Alzheimer ' s
Dementia

 Approximately 6.9 million
Americans aged 65 and older are living with Alzheimer's dementia, according to the Alzheimer's Association's 2024 Facts
and Figures report. AAD is associated with an accelerated cognitive decline, increased caregiver burden, increased hospitalization, and
increased need for medication, all significantly diminishing the quality of life for patients. Current therapies carry black box warnings,
indicative of serious adverse reactions that may lead to death or serious injury. IGC-AD1 is designed to target AAD's underlying
causes and address the unmet need for safe and effective therapy.

 As illustrated in Figure 2,
neuroinflammation, neurotransmitter imbalance, and CB1 receptor dysfunctions are all associated with AAD (Yasuno et al., 2023; Manuel
et al., 2014). In addition, upregulation of inflammasome-3 has been shown to lead to neuroinflammation, consequently leading to aggressive
behavior (Yu et al., 2023). IGC-AD1's formulation combines a CB1 receptor partial agonist with anti-neuroinflammatory properties
that help balance neurotransmitter imbalance and an inflammasome inhibitor that targets the upregulation of inflammasome-3.

 The 146-patient IGC-AD1 Phase
2 trial, for which these interim results are presented, continues to enroll in the U.S. and Canada. As the interim results are based on
a small number of patients (n=26), there is no guarantee that the positive interim results will hold up as more patients are enrolled
in the trial. Learn more and find information about recruitment centers at

 Figure 4: Damaged and Healthy Neurons

 IGC-AD1 Clinical Trial Data

 To the best of our knowledge,
the Company's Phase 2 clinical trial of IGC-AD1 is the first human clinical trial using low doses of THC, in combination with another
molecule, to treat symptoms of dementia in Alzheimer's patients. THC is a naturally occurring cannabinoid produced by the cannabis
plant. It is known for being a psychoactive substance that can impact mental processes in a positive or negative way, depending on the
dosage. THC is biphasic, meaning that low and high doses of the substance may affect mental and physiological processes in substantially
different ways. For example, in some patients, low doses may relieve a symptom, whereas high doses may amplify a symptom. IGC's
trial is based on low dosing and controlled trials on patients suffering from Alzheimer's disease.

 We conducted a double-blind,
single-site, randomized, three-cohort, multiple-ascending dose (MAD) clinical trial (FDA IND Number: 146069, NCT04749563) using the investigational
new drug (IND) IGC-AD1. In this trial, we looked at safety, tolerability, neuropsychiatric symptoms, and pharmacokinetics, among others.
The trial concluded that all three dosing levels (once a day, twice a day, and twice a day) were safe, with no serious or life-threatening
events or deaths reported.

 On December 1, 2021, IGC submitted
the Clinical/Statistical Report (CSR) to the FDA on its Phase 1 trial titled "A Phase I Randomized Placebo-Controlled MAD Study
to Evaluate Safety and Tolerability of IGC-AD1 in Subjects with Dementia Due to Alzheimer's Disease." The already disclosed
data is presented here for a better understanding of the safety profile of IGC-AD1. The data presented here is not exhaustive and represents
a small portion of the data submitted to the FDA.

 Phase 1 Primary Endpoint: Safety & Tolerability

 Safety and tolerability (S&T)
were assessed by recording both solicited and non-solicited Adverse Events (AEs). The solicited AEs, assessed daily, were somnolence,
falls, dizziness, asthenia, suicidal ideation, hypertension, psychiatric symptoms, and paradoxical nausea. All AEs were graded as mild,
moderate, severe, life-threatening, and serious (SAE). In the phase 1 trial, a) there were no SAEs, b) no life-threatening AEs, and c)
no deaths.

 Phase 1 Secondary Endpoints: Neuropsychiatric Inventory (NPI)

 Neuropsychiatric Symptoms
(NPS) such as agitation/aggression, depression, anxiety, elation/euphoria, apathy, disinhibition, irritability, delusions, hallucinations,
aberrant motor behavior, sleep disorders, and appetite/eating disorders are prevalent in patients who have AD (Phan et al., 2019). NPS
in Alzheimer's is a significant burden on patients and caregivers, and at some point in the progression of Alzheimer's disease,
more than 97% of patients suffer from at least one symptom. The Neuropsychiatric Inventory (NPI) is a scale that measures the severity
of each symptom and establishes both individual symptom scores as well as an overall NPI score. Separately, the NPI also scores caregiver
distress (NPI-D). The NPI is used by about 50% of neurologists to assess and treat Alzheimer's patients (Fernandez et al., 2010).

 In the Phase 1 trial conducted
on patients with AD, we measured changes in NPS as assessed by the NPI as well as caregiver distress as assessed by the NPI-D. In the
Phase 1 trial (N=10), seven received the active medication, and at baseline, they had agitation scores between two and twelve. The three
Cohorts shown in Table 1 received the medication once a day (qd), twice a day (bid), and three times a day (tid). We measured and analyzed
the change in the mean NPI score for agitation between Day 1 and Day 10 and between Day 1 and Day 15 for all three cohorts.

 As shown in the Table 1, our
analysis shows Cohort 2 (bid) had the largest absolute change in the mean agitation score between Day one and Day ten (53% drop, p=.085)
as well as between Day 1 and Day 15 (67% drop, p=.05).

 Table 1: NPI (Agitation) analysis for each
of the three cohorts

 Domain

 Cohort
 1 (n=7) qd

 Cohort
 2 (n=6) bid

 Cohort
 3 (n=5) tid

 NPI
 (Agitation)

 Baseline

 Day

 Day

 Baseline

 Day

 Day

 Baseline

 Day

 Day

 Day

 Day

 Day

 Mean
 Score

 4.7

 3.3

 4.3

 2.1

 1.5

 4.2

 3.2

 1.4

 Mean

 -

 1.4

 1.7

 -

 2.2

 2.8

 -

 2.8

 Mean
 Change%

 -

 37%

 48%

 -

 53%

 67%

 -

 23%

 67%

 p-values

 -

 0.058

 0.045

 -

 0.085

 0.05

 -

 0.29

 0.045

 According to the NPI, a reduction
of 4 points or 30% in the score is considered clinically meaningful (Cummings et al., 1994). In addition, we used a paired 2-tailed t-test
with 9 degrees of freedom to assess the statistical significance of the decrease in the overall NPI agitation domain. As seen in Table
1, the NPI score for Agitation in Cohort 2 at day 15 shows a reduction of 67% ( p =.05). Based on this study the dosing of twice
a day or bid was selected for the Phase 2 trial.

 IGC-AD1 Phase 2 Clinical Trial Update

 IGC Pharma launched a Phase
2 trial with a protocol titled "A Phase 2, Multi-Center, Double-Blind, Randomized, Placebo-controlled, trial of the safety and efficacy
of IGC-AD1 on agitation in participants with dementia due to Alzheimer's disease" (clinicaltrials.gov, Identifier: CT05543681).
The trial treatment duration is 6 weeks, with the intervention, IGC-AD1 or placebo, administered twice a day. The study is powered to
include 146 Alzheimer's patients; as a superiority trial with parallel groups, half of the participants will receive a placebo,
and the other half will receive IGC-AD1. The primary and secondary endpoints are the mean change in agitation scores from baseline, compared
to placebo, as assessed by the Cohen-Mansfield Agitation Inventory (CMAI) in Alzheimer's patients after 6 weeks of treatment and
the mean change in CMAI scores after 2 weeks of treatment, respectively. Agitation is rated at the trial site, at baseline, week 2, and
week 6, by a trained practitioner using the CMAI, a scale designed and widely used to measure agitation in Alzheimer's dementia
(AAD) in clinical trials.

 The IGC-AD1 Phase 2 is an
ongoing clinical trial that continues to enroll. IGC-AD1 is an oral liquid formulation administered twice daily (bid) for six weeks with
no placebo run-in and titration to full dose over two days. To date over 1,000 oral doses have been administered, with no dose-limiting
adverse events observed, highlighting the safety profile of IGC-AD1. The Investigational product targets different pathways implicated
in AAD, including CB1 receptor dysfunction, neuroinflammation and neurotransmitter imbalance. The investigational drug contains THC, the
principal psychoactive cannabinoid found in Cannabis, as one of two active pharmaceutical agents.

 Pre-Specified Interim Results

 An experienced third party
conducted a protocol pre-specified interim analysis, mean changes from baseline were analyzed using a mixed-effects model for repeated
measures (MMRM). Findings showed that patients taking IGC-AD1, on average, experienced a significant reduction in agitation scores compared
to those on placebo, and the positive effects were observed as early as week two of the trial. Interim results will be discussed in the
following sections.

 IGC-AD1 Trial Interim Primary and Secondary
Endpoints Results

 The primary objective is to
assess the efficacy of IGC-AD1 in AAD after six weeks of treatment using the CMAI scale. The secondary objective is to assess IGC-AD1
efficacy and early response in AAD using also the CMAI scale, after 2 weeks of treatment.

 Based on the CMAI interim
results shown in Table 2 below, IGC-AD1 demonstrated a clinical and statistically significant agitation reduction compared to placebo
in patients with AD, indicating strong therapeutic potential and meeting the primary endpoint. The CMAI least-squared (LS) mean difference
at week 6 was -10.46 (95% CI: -20.53 to -0.40) with a Cohen's d effect size of 0.79 (p=.042), indicating a large and significant
IGC-AD1 effect over placebo. Cohen's d is a standardized statistical effect size that describes the magnitude of the difference
between two groups, taking into account the variability in outcomes.

 Based on the interim results,
the secondary endpoint was also met; the data demonstrates a clinically significant reduction, approaching statistical significance, in
agitation in Alzheimer's at week two compared to placebo. CMAI LS mean difference at week 2, assessing early response, was -12.19
with an ES of 0.79 (p=.071). The ES, similarly, to the primary endpoint, indicates a large magnitude of difference between the active
and placebo groups.

 Table 2:- Interim CMAI Results for Week
2 and Week 6

 Week 2

 Week 6 (EOT)

 Scale

 LS Mean Change (95% CI)

 p value

 Cohen's d

 LS Mean Change (95% CI)

 p value

 Cohen's d

 CMAI

 -12.19 (-25.52, 1.14)

.071

 0.79

 -10.46 (-20.53, -0.4)

.042

 0.79

 IGC-AD1 Clinical Trial Interim Data Demonstrates
Significant Reduction in Sleep Disturbances

 As part of an interim analysis,
the Company observed statistically and clinically significant reductions in sleep disturbances, as measured by the Neuropsychiatric Inventory
(NPI-12) Sleep Subscale. At week 2, patients receiving the active medication experienced a 71% reduction in sleep disturbance (p = 0.012),
which improved further to 78% at week 6 (p = 0.02), compared to placebo. These findings suggest that IGC-AD1 may reduce the frequency
and/or severity of nighttime behavioral disturbances, an underrecognized but impactful symptom affecting up to 44% of individuals with
AD.

 Figure 5: - Shows the clinically and statistically
significant decrease in the frequency and/or severity of sleep disturbances (B) for the active group versus the placebo group (A) as measured
by the NPI Sleep Subscale.

 Sleep disturbances are known
to exacerbate cognitive and behavioral symptoms in AD and are a common contributor to caregiver distress and early institutionalization.
The ability to improve sleep quality represents an important potential therapeutic benefit, as enhanced sleep has been linked to reduced
amyloid-beta accumulation and slower disease progression in preclinical studies.

 Beyond its implications in Alzheimer's care,
sleep disorders affect over 30 million Americans and are associated with increased risk for cognitive decline and cardiovascular disease.
If the sleep-related benefits of IGC-AD1 are confirmed in larger clinical trials, the candidate may address a significant unmet need within
the broader global sleep aid market, which is projected to exceed $100 billion by 2030.

 Previously reported data from
the ongoing Phase 2 trial also demonstrated notable reductions in agitation, further supporting IGC-AD1's potential as a multi-targeted
therapy for managing neuropsychiatric symptoms in AD. The Company anticipates additional data readouts from the CALMA trial in late 2025,
including further analysis of sleep-related outcomes.

 In parallel, IGC Pharma plans
to initiate future studies evaluating IGC-AD1 as a disease-modifying therapy, reflecting the Company's strategic commitment to advancing
innovative, mechanism-driven treatments for central nervous system disorders.

 Existing Treatments for Agitation in Alzheimer ' s
Dementia

 In May 2023, the U.S. Food
and Drug Administration (FDA) approved the first medication for the treatment of AAD, Brexpiprazole, an atypical antipsychotic, with a
boxed warning. This approval followed a significantly larger 12-week Phase 3 trial, which showed a CMAI LS mean difference from baseline
at week 12, between active treatment and placebo of -5.32 with a Cohen's d effect size of 0.35, and a p-value of 0.003 (Lee et al.,
2023).

 Regulatory Environment for IGC-AD1

 IGC-AD1 is currently made
from federally legal hemp In addition, IGC-AD1 contains the federally legal amount of THC as defined in the 2018 Farm Bill. Therefore,
IGC-AD1 is federally legal based on the amount of THC in the formulation and the origin of the THC. The Company grew hemp under a license
in the state of Arizona. Manufacturing IGC-AD1 from hemp is an extremely inefficient process requiring vast amounts of hemp to manufacture
the investigational medication. The regulatory landscape appears to be changing in that the U.S. government is seeking to reschedule THC
from Schedule 1 to Schedule 3. The Company use hemp to manufacture IGC-AD1, which is egal. The Company has received permission from the
regulators to conduct the IGC-AD1 Phase 2 trial in the U.S., Canada, and Colombia.

 TGR-63 and Alzheimer ' s disease

 TGR-63 was licensed from the
Jawaharlal Nehru Centre for Advanced Scientific Research in India and developed by Prof. T Govindaraju, who designed several naphthalene
monoimide compounds and compared their capacity to inhibit A aggregation, their cytotoxicity, and their neuronal rescue capacity,
in which TGR-63 excelled.

 Researchers at the Jawaharlal
Nehru Centre for Advanced Scientific Research (JNCASR), in India, conducted approximately 10 years of research on Naphthalene Monoimide
(NMI) compounds and the activity of NMI compounds on neurotoxicity associated with AD.

 In Alzheimer's patients,
neurotoxicity is linked to beta-amyloid (A) plaques and Neuro Fibrillary Tangles (NFT). JNCASR's research based on Alzheimer's
cell lines identified one lead NMI molecule, TGR-63, from a family of NMI molecules with the potential to reduce amyloid beta (A)
plaques. Further, they demonstrated that the molecule reduces cognitive decline in a transgenic mouse model of Alzheimer's. Their
results were published in Advanced Therapeutics under the title "Naphthalene Monoimide Derivative Ameliorates Amyloid Burden
and Cognitive Decline in a Transgenic Mouse Model of Alzheimer's Disease" on January 28, 2021.

 Pursuant to the signed agreement
dated March 28, 2022, IGC Pharma (through Hamsa Biopharma India Pvt. Ltd.) acquired exclusive intellectual property rights to the molecule,
which it intends to pursue as a potential new drug candidate, subject to further study, research, and development. IGC Pharma is conducting
human trials with IGC-AD1, which is currently being tested as a symptom-modifying agent in Alzheimer's dementia. TGR-63, on the
other hand, could act as a potential disease-modifying agent to expand the Company's pursuit of a drug that can treat AD.

 Figures 6 and 7: - Show the destabilization
of A plaques and A 42 peptide with the help of TGR-63.

 Computational Studies: A Plausible Mode of Action

 Figure 6: In silico analysis demonstrated
 that TGR-63 molecular design enables it to interact with amyloid aggregates, disrupting various types of bonds. This destabilizes plaque's
 structure, facilitating their breakdown.

 (*Adv. Therap. 2021, 4 2000225).

 Figure 7: TGR-63 also shows high
 affinity for the A 42 peptide, compromising its tertiary structure and promoting the formation of globular non-toxic structures
 that can be metabolized.

 (*Adv. Therap. 2021, 4 2000225).

 Pre-clinical studies of TGR-63

 TGR-63 is a patent-pending
molecule designed to disrupt the structure of the amyloid beta (A) plaque, one of the key hallmarks of AD, associated with neuronal
toxicity and cognitive decline. TGR-63 targets plaques by inhibiting the aggregation of A 42 peptides and destabilizing their tertiary
structure.

 Specifically, the pre-clinical
research on TGR-63 showed the following:

 Impact on plaque levels:
 Studies in PC12 and SHSY5Y cell lines grown in an AD-like environment have showed TGR-63's ability in decreasing A plaque
levels, leading to an increase in 26% neuron viability (neuronal rescue). TGR-63's potential as a treatment for AD was further evaluated
in a genetically modified mouse model mimicking Alzheimer's amyloid pathology. In that assay, the group treated with TGR-63, compared
to the vehicle-treated group, showed a 78% and 85% reduction in the cortical and hippocampal amyloid load, respectively, demonstrating
its potential to alleviate amyloid burden. Figure 5 shows the reduction of the amyloid burden by TGR-63 in the APP/PS1 AD mouse model.

 Figure 8: Reduction of the amyloid burden
by TGR-63 in the APP/PS1 AD phenotypic mice model. A) Visualization of amyloid plaques in the half hemisphere: Confocal microscopy images
of coronal section of WT, AD mice, and TGR-63 treated AD mice brain. B) Reduction of cortical and hippocampal amyloid burden by TGR-63
treatment: Higher magnification images of vehicle and TGR-63 treated mice (WT and AD) brain sections to visualize and compare the A
plaques deposition in the cortex and hippocampus areas. C, D) Quantification of A plaques: The amount of A plaques (%area)
deposited in different regions (cortex and hippocampus) of vehicle and TGR63 treated mice (WT and AD) brain was analyzed. Data represent
mean SEM, number of mice = 3 per group (* p < 0.05). Scale bar: 20 m. (*Adv. Therap. 2021, 4 2000225).

 Behavioral Impact: During the investigation,
two groups of APP/PS1 mice undertook an Open-Field (OF) test, a behavioral assessment designed to measure aberrant behavior, stress and
coping responses, and emotional state, among others, in rodent models. The mice in the APP/PS1 group that received TGR-63 treatment showed
a 43% reduction in their overall movement within the test area (p<.0001), a 59% reduction in movement within the central zone of the
test area (p<.01), and a 55% reduction in entries to the center zone compared to the untreated group (p<.05). These are shown in
Figure 6. The results from these multiple tests indicate that TGR-63 treatment helped to improve in their anxious-like and aggressive-like
behaviors compared to the group that did not receive the treatment, normalizing emotional and behavioral responses in the mouse model,
reinforcing its potential as a promising treatment.

 Figure 9 Behavioral Tests

 Impact on memory: The
cognitive impact of TGR-63 was assessed using two renowned behavioral tests, the Novel Object Recognition (NOR) Test and the Morris Water
Maze (MWM), conducted on APP/PS1 genetically modified Alzheimer's mice.

 During the NOI Test, mice
were familiarized with two identical objects, followed by exploration of both novel and familiar objects after 24 and 48 hours, to establish
the discrimination index (DI). AD mice displayed a significantly lower DI (-3, p<0.0001, 24h; -7, p<0.0001, 48h) compared to wild-type
(WT) mice (+49, 24h; +43 48h), indicating impaired long-term memory formation, while AD mice treated with TGR-63 exhibited an improved
DI (+50, p<0.0001; +38, p<0.001), indicative of healthy long term memory formation and successful memory retrieval.

 In the MWM test, the time
to reach a platform hidden in a pool for four training days showed a remarkable improvement for the TGR-63 treated AD model compared to
the AD-vehicle group, indicating enhanced spatial memory, as demonstrated by a significant reduction (~60% reduction; p < 0.05) in
the time required by the TGR-63 treated AD mice to locate the hidden platform, exhibiting a similar behavior to healthy mice. The results
of the novel recognition test and the MWM are shown in Figures 7 and 8 respectively.

 Figure 10: In the Novel Object Recognition test, mice treated with TGR-63 showed increased exploration of a new object over a familiar one, indicating enhanced learning capacity. (*Adv. Therap. 2021, 4 2000225).

 Figure 11: During the Morris Water Maze test, mice treated with TGR-63 exhibited improved spatial memory, with decreased latency in finding the target compared to the untreated group. ( *Adv. Therap. 2021, 4 2000225).

 Contract Research Organization (CRO) and Clinical
Trial Software

 The IGC-Pharma Electronic
Data Capture system (IGC-EDC) is a secure and user-friendly data management software designed to collect clinical trial data in electronic
format. The software incorporates rigorous security measures that help IGC to protect data and ensure compliance with regulatory requirements
and industry standards. This format is designed for our clinical trials, especially our Phase 2 trial. The EDC system is designed to store
and organize handwritten source documents, including medical history, concomitant medications, laboratory results, neuropsychiatric scale
scores, adverse events, vital signs, safety calls, and demographics, among others. The system allows users to generate data reports that
will be used for data analysis and generate computational models to simulate the effects of our investigational drug IGC-AD1 on participants'
outcomes.

 At IGC Pharma, we recognize
the significance of operational excellence and cost management in clinical trials. One major cost driver in conducting trials is the expense
associated with engaging CROs. These costs can significantly impact the overall budget of a trial. To address this challenge and optimize
trial costs, we have established an internal CRO, including proprietary software, that we believe sets us apart from the traditional approach
of outsourcing. We believe this strategic move should enable us to reduce the costs associated with clinical trials compared to relying
on external CROs, although there can be no assurance.

 Intellectual Property

 IGC Pharma, is committed to
building a strong and defensible intellectual property (IP) portfolio that supports our strategic focus on neurodegenerative diseases
and related therapeutic areas. Our IP strategy is centered on securing exclusive rights to proprietary technologies, inventions, and product
candidates through the development, acquisition, and licensing of patents and related protections both in the United States and internationally.

 We actively seek to protect
our innovations by filing patent applications that cover novel methods, compositions, and uses associated with our investigational drug
candidates, formulations, and related technologies. Our patent strategy is designed to cover key elements of our research and development
efforts, particularly in the fields of AD, epilepsy, pain management, and other central nervous system (CNS) disorders. In addition to
patent protection, we intend to leverage data exclusivity, market exclusivity, and patent term extensions, where applicable, to maximize
the commercial potential and lifecycle of our assets, although there can be no assurance thereof.

 Our commercial success depends in part on our
ability to:

 Obtain
 and maintain strong patent and proprietary protection;

 Protect
 our trade secrets and proprietary know-how;

 Secure
 necessary licenses for third-party intellectual property;

 Enforce
 our rights against infringement; and

 Operate
 without infringing valid, enforceable third-party patents.

 We aim to commercialize our intellectual property
through multiple channels:

 1.
 Pharmaceutical products are subject to U.S. Food and Drug Administration (FDA) approval. Our lead candidate,
IGC-AD1, is currently in a Phase 2 clinical trial for treating agitation in AD. We are also developing TGR-63, a pre-clinical candidate
with potential disease-modifying effects in Alzheimer's.

 2.
 Branded wellness and lifestyle products, offered through retail and online distribution channels, in compliance
with applicable federal, state, and local laws.

 3.
 Partnerships and licensing agreements with third parties to accelerate product development and market
entry.

 We hold exclusive rights
to all patents filed with the U.S. Patent and Trademark Office (USPTO). In Fiscal 2017, we acquired exclusive rights to data and a patent
application from the University of South Florida (USF), and following Fiscal 2022, we acquired similar exclusive rights from the Jawaharlal
Nehru Centre for Advanced Scientific Research (JNCASR).

 While patent registration
is a key component of our business strategy, we cannot guarantee that all provisional or non-final patent applications will result in
granted patents. Please refer to Item 1A. Risk Factors – "We may not successfully register the provisional patents with the
USPTO."

 As of March 31, 2025, our
intellectual property portfolio comprised twelve (12) issued patents and thirty-one (31) pending patent applications across the United
States and international jurisdictions. Of the twelve issued patents, four (4) patents are licensed from third parties. These patents
and applications cover compositions, methods of treatment, and formulations relevant to our core therapeutic areas, including AD, epilepsy,
pain, and other neurodegenerative and central nervous system disorders.

 Table 3 below provides the status of our patent
filings:

 Table 3 Patent Filings & Status

 TARGET

 DESCRIPTION

 PATENT

 PENDING

 GRANTED PATENTS

 US

 FOREIGN

 Alzheimer's Disease (IGC-AD1)

 Method & Composition for Treating CNS Disorders

 -

 Alzheimer's Disease (IGC-AD1)

 Method & Composition for Treating CNS Disorders

 -

 Alzheimer's Disease (TGR-63)

 Naphthalene Monoimide Derivatives with the ability to impact A protein build-up

 -

 -

 Alzheimer's Disease (IGC-1C)

 Naphthalene Monoimide Derivatives with the ability to impact Tau aggregation and neurofibrillary tangle formation

 -

 -

 Alzheimer's Disease (IGC-M3)

 Naphthalene Monoimide Derivatives with the ability to impact A plaque buildup and neurofibrillary tangle formation

 -

 -

 Cancer (Naphthalene Diimdes)

 Naphthalene Diimide Derivatives with the ability to self-assemble molecular interactions for biological and nonbiological systems

 -

 Alzheimer's Disease (IGC-LMP)

 Composition, Synthesis, & Medical use of Hybrid Cannabinoid

 -

 -

 Epilepsy

 Composition & Method for Treating Seizures in humans & cats/dogs

 -

 -

 Eating Disorders

 Cannabis formulation with Cyproheptadine for treating Cachexia & Eating Disorders

 -

 -

 Stuttering & Tourette Syndrome

 Cannabinoid-Based formulation for Treating Stuttering & Symptoms of Tourette Syndrome

 -

 -

 Pain

 Cannabinoid-Based Formulation combined with Cobalamin and method for Pain Management

 TOTAL

 Patent Term Extension

 After NDA approval, owners of relevant drug patents
may apply for up to a five-year patent extension. The allowable patent term extension is calculated as half of the drug's testing
phase — the time between IND submission and NDA submission — and all of the review phase — the time between NDA submission
and approval up to a maximum of five years. The time can be shortened if the FDA determines that the applicant did not pursue approval
with due diligence. The total patent term after the extension may not exceed 14 years.

 For patents that might expire
during the application phase, the patent owner may request an interim patent extension. An interim patent extension increases the patent
term by one year and may be renewed up to four times. For each interim patent extension granted, the post-approval patent extension is
reduced by one year. The director of the PTO must determine that approval of the drug covered by the patent for which a patent extension
is being sought is likely. Interim patent extensions are not available for a drug for which an NDA has not been submitted.

 Products and Services in the Life Sciences
segment

 We believe developing a drug
for either symptoms or as a disease-modifying agent has less risk due to the need for multi-year trials and FDA approval. However, there
is a considerable upside and significant value creation to the extent we obtain a first-to-market advantage, of which there can be no
assurance. If we were to obtain a first-to-market advantage, such an advantage could result in significant growth if and when an approved
drug launches.

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

 Markets and Distribution

 In Fiscal 2025, our Life Sciences
segment is focused on the Phase 2 clinical trial for IGC-AD1 and building a pipeline of other assets. In addition, the Company sells over-the-counter
products and formulations made in Vancouver, Washington facilities. Our Life Sciences revenue is less than 1% of the relevant global market,
which implies a good opportunity for growth. In Fiscal 2025, our sales and suppliers were concentrated, which represents some risk. Two
customers individually accounted for over 10% of total sales.

 Competition

 Overview

 Our industry is highly competitive
and subject to rapid and significant technological change. The large size and expanding scope of the CNS markets make them attractive
therapeutic areas for biopharmaceutical businesses. Our competitors include well-funded pharmaceutical companies, companies in the food
and skincare industries, and companies with experience in providing white labeling and tolling services. While we believe that our employees
and consultants, scientific knowledge, technology, and development experience provide us with competitive advantages, we face competition
from many different sources. Many of our competitors may have significantly greater financial resources and expertise in research and
development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory approvals, and marketing approved products
than we do.

 Competition for the Company's
investigational medications, products, and services:

 We are aware of other companies working to develop therapeutics for the treatment of AAD, including Axsome Therapeutics, Inc., which is working to develop a combination of dextromethorphan and bupropion, and Otsuka and Lundbeck A/S, which recently received approval for Rexulti for this indication.

 Interim data from our Phase
2 trial of IGC-AD1 for agitation in Alzheimer's disease show a statistically significant improvement in symptoms compared to placebo
over six weeks, as measured by the Cohen-Mansfield Agitation Inventory (CMAI). IGC-AD1 demonstrated a large effect size (Cohen's
d = 0.79) and showed improvement as early as Week 2. For context, Brexpiprazole (Rexulti), the currently approved therapy, reported a
moderate effect size (Cohen's d = 0.4) and showed separation from placebo only by Week 6, based on published trial data, albeit
with a significantly larger patient base.

 In addition to efficacy, IGC-AD1 has shown a favorable safety profile
to date. As of the 6-week interim analysis:

 No
 serious adverse events (SAEs) were reported

 No
 adverse events (AEs) led to treatment discontinuation

 No
 deaths occurred in the treatment or placebo arms

 While cross-trial comparisons must be interpreted
with caution due to differences in trial design and patient populations, these early findings suggest that IGC-AD1 may offer faster symptom
relief with a potentially improved safety profile compared to the currently approved therapy.

 The study remains ongoing to further assess efficacy, durability, and
long-term safety.

 Licenses, Technology, and Cybersecurity

 We have intellectual property
attorneys that advise, counsel, and represent the Company regarding the filing of patents or provisional patent applications, copyright
applications, and trademark applications; trade secret laws of general applicability; employee confidentiality and invention assignment.
Most of our data, including our accounting data, is stored in the cloud, which helps us mitigate the overall risk of losing data. We have
a cybersecurity policy in place and are in the process of implementing tighter cybersecurity measures to safeguard against hackers. The
Company holds all rights to the patents that have been filed by us with the USPTO.

 The table below summarizes
the nature of the activity, the type of license required and held, and encumbrances in obtaining permits for each location where the Company
operated through its subsidiaries in Fiscal 2025:

 Location

 Nature of Activity

 Type of License Required

 Type of License held

 Encumbrances

 in Obtaining

 Permit

 U.S.

 Life Sciences Products and General Management

 General business

 Clinical Trials;

 Good Manufacturing Practices (GMP) certification.

 FDA approval to run a trial

 General business licenses;

 Industrial Alcohol User Permit; FDA approval to run a trial.

 None.

 India

 Infrastructure Contract, Rental of heavy equipment, and land

 General business license

 Business registrations with tax authorities in various states in India

 None.

 Colombia

 Life Sciences Products and General Management

 General business license;

 Instituto Nacional de Vigilancia de Medicamentos y Alimentos (INVIMA)
 Permits;

 Fondo Nacional De Estupefacientes (FNE) Permits.

 General business license;

 Instituto Nacional de Vigilancia de Medicamentos y Alimentos (INVIMA)
 Permits;

 Fondo Nacional De Estupefacientes (FNE) Permits.

 None.

 Canada

 Clinical Trials

 Permit from Health Canada to conduct a trial in Canada.

 Permit to import IGC-AD1 into Canada.

 Permit to conduct a trial and to import IGC-AD1 into Canada.

 None

 Governmental Regulations

 In the U.S., we are subject
to oversight and regulations, for some or all of our activities, by the following agencies: SEC, state regulators, NYSE, FTC, FINRA, and
the FDA. Hemp is cannabis plant. Under the 2018 Farm Bill, Hemp is classified as a cannabis plant that has 0.3% or less THC by dry weight.

 The 2018 Farm Bill, which
was effective January 1, 2019, contains provisions that make industrial hemp, defined as a cannabis plant that has 0.3% of less THC by
dry weight, legal. Although hemp is legal at the federal level, most states have created licensing and testing processes for the growing,
processing, and sale of hemp and hemp-derived products.

 For our business, we must
apply for licenses in states where we desire to grow and process hemp. For example, in the state of Arizona, where we grew hemp, we were
required to apply for licenses and register with the state the geo-location of all our operations, including the land on which hemp was
grown and the facilities where hemp would be processed. These regulations are evolving, differ from jurisdiction to jurisdiction, and
are subject to change.

 FDA Approval Process

 In the U.S., pharmaceutical
products are subject to extensive regulation by the FDA. The Federal Food, Drug, and Cosmetic Act, or the FDC Act, and other federal and
state statutes and regulations, govern the research, development, testing, manufacturing, storage, recordkeeping, approval, labeling,
promotion and marketing, distribution, post-approval monitoring, and reporting, sampling, and importing and exporting of pharmaceutical
products, among other things. Failure to comply with applicable U.S. requirements may subject a company to a variety of administrative
or judicial sanctions, such as the imposition of clinical holds, FDA refusal to approve pending New Drug Applications (NDA), warning letters,
product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government
contracts, restitution, disgorgement, civil penalties, and criminal prosecution.

 Pharmaceutical product development
in the U.S. typically involves pre-clinical laboratory and animal tests and the submission to the FDA of an Investigational New Drug (IND),
which must become effective before clinical testing may commence. For commercial approval, the sponsor must submit adequate tests by all
methods reasonably applicable to show that the drug is safe for use under the conditions prescribed, recommended, or suggested in the
proposed labeling. The sponsor must also submit substantial evidence, generally consisting of adequate, well-controlled clinical trials,
to establish that the drug will have the effect it purports or is represented to have under the conditions of use prescribed, recommended,
or suggested in the proposed labeling. In certain cases, the FDA may determine that a drug is effective based on one clinical study plus
confirmatory evidence. Satisfaction of FDA premarket approval requirements typically takes many years, and the actual time required may
vary substantially based upon the type, complexity of the product, or disease.

 Pre-clinical tests include
laboratory evaluation of product chemistry, formulation, and toxicity, as well as animal trials to assess the characteristics and potential
safety and efficacy of the product. The conduct of the pre-clinical tests must comply with federal regulations and requirements, including
the FDA's good laboratory practices regulations and the U.S. Department of Agriculture's (USDA's) regulations implementing
the Animal Welfare Act. The results of pre-clinical testing are submitted to the FDA as part of an IND along with other information, including
information about product chemistry, manufacturing, and controls, and a proposed clinical trial protocol. Long-term pre-clinical tests,
such as animal tests of reproductive toxicity and carcinogenicity, may continue after the IND is submitted.

 A 30-day waiting period after
the submission of each IND is required prior to the commencement of clinical testing in humans. If the FDA has not imposed a clinical
hold on the IND or otherwise commented on or questioned the IND within this 30-day period, the clinical trial proposed in the IND may
begin.

 Clinical trials involve the
administration of an investigational new drug to healthy volunteers or patients under the supervision of a qualified investigator. Clinical
trials must be conducted: (i) in compliance with federal regulations; (ii) in compliance with Good Clinical Practice (GCP), an international
standard meant to protect the rights and health of patients and to define the roles of clinical trial sponsors, administrators, and monitors;
and (iii) under protocols detailing the objectives of the trial, the parameters to be used in monitoring safety and the effectiveness
criteria to be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to the
FDA as part of the IND.

 The FDA may order the temporary
or permanent discontinuation of a clinical trial at any time or impose other sanctions if it believes that the clinical trial either is
not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical trial patients. The trial protocol
and informed consent information for patients in clinical trials must also be submitted to an institutional review board, or IRB, for
approval. An IRB may also require the clinical trial at the site to be halted, either temporarily or permanently, for failure to comply
with the IRB's requirements or may impose other conditions.

 Clinical trials to support
NDAs for marketing approval are typically conducted in three sequential phases, but the phases may overlap. In general, in Phase 1, the
initial introduction of the drug into healthy human subjects or patients, the drug is tested to assess metabolism, pharmacokinetics, pharmacological
actions, side effects associated with increasing doses, and, if possible, early evidence on effectiveness. Phase 2 usually involves trials
in a limited patient population to determine the effectiveness of the drug for a particular indication, dosage tolerance, and optimum
dosage and to identify common adverse effects and safety risks. If a compound demonstrates evidence of effectiveness and an acceptable
safety profile in Phase 2 evaluations, Phase 3 trials are undertaken to obtain additional information about clinical efficacy and safety
in a larger number of patients, typically at geographically dispersed clinical trial sites, to permit the FDA to evaluate the overall
benefit-risk relationship of the drug and to provide adequate information for the labeling of the drug. In most cases, the FDA requires
two adequate and well-controlled Phase 3 clinical trials to demonstrate the efficacy of the drug. The FDA may, however, determine that
a drug is effective based on one clinical study plus confirmatory evidence. Only a small percentage of investigational drugs complete
all three phases and obtain marketing approval. In some cases, the FDA may require post-market studies, known as Phase 4 studies, to be
conducted as a condition of approval in order to gather additional information on the drug's effect in various populations and any
side effects associated with long-term use. Depending on the risks posed by the drugs, other post-market requirements may be imposed.

 After completion of the required
clinical testing, an NDA is prepared and submitted to the FDA. The FDA approval of the NDA is required before marketing of the product
may begin in the U.S. The NDA must include the results of all pre-clinical, clinical, and other testing and a compilation of data relating
to the product's pharmacology, chemistry, manufacture, and controls. The cost of preparing and submitting an NDA is substantial.

 The FDA has 60 days from its
receipt of an NDA to determine whether the application will be accepted for filing based on the agency's threshold determination
that it is sufficiently complete to permit substantive review. Once the submission is accepted for filing, the FDA begins an in-depth
review. Under the statute and implementing regulations, the FDA has 180 days (the initial review cycle) from the date of filing to issue
either an approval letter or a complete response letter unless the review period is adjusted by mutual agreement between the FDA and the
applicant or as a result of the applicant submitting a major amendment. In practice, the performance goals established pursuant to the
Prescription Drug User Fee Act have effectively extended the initial review cycle beyond 180 days. The FDA's current performance
goals call for the FDA to complete a review of 90 percent of standard (non-priority) NDAs within 10 months of receipt and within six months
for priority NDAs, but two additional months are added to standard and priority NDAs for a new molecular entity (NME).

 The FDA may also refer applications
for novel drug products, or drug products that present difficult questions of safety or efficacy, to an advisory committee, which is typically
a panel that includes clinicians and other experts, for review, evaluation, and a recommendation as to whether the application should
be approved. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations. Before
approving an NDA, the FDA will typically inspect one or more clinical sites to assure compliance with GCP. Additionally, the FDA will
inspect the facility or the facilities at which the drug is manufactured. The FDA will not approve the product unless compliance with
the current GMP is satisfactory, and the NDA contains data that provides substantial evidence that the drug is safe and effective in the
indication studied.

 After the FDA evaluates the
NDA and the manufacturing facilities, it issues either an approval letter or a complete response letter. A complete response letter generally
outlines the deficiencies in the submission and may require substantial additional testing or information for the FDA to reconsider the
application. If, or when, those deficiencies have been addressed to the FDA's satisfaction in a resubmission of the NDA, the FDA
will issue an approval letter. The FDA has committed to reviewing 90 percent of resubmissions within two to six months, depending on the
type of information included.

 An approval letter authorizes
commercial marketing of the drug with specific prescribing information for specific indications. As a condition of NDA approval, the FDA
may require a risk evaluation and mitigation strategy (REMS) to help ensure that the benefits of the drug outweigh the potential risks.
REMS can include medication guides, communication plans for health care professionals, and elements to assure safe use (ETASU). ETASU
can include but is not limited to, special training or certification for prescribing or dispensing, dispensing only under certain circumstances,
special monitoring, and the use of patient registries. The requirement for a REMS can materially affect the potential market and profitability
of the drug. Moreover, product approval may require substantial post-approval testing and surveillance to monitor the drug's safety
or efficacy. Once granted, product approvals may be withdrawn if compliance with regulatory standards is not maintained, or problems are
identified following initial marketing.

 Expedited Development:

 Designations such as Breakthrough Therapy Designation (BTD) and Fast
Track Designation can speed up the development process by allowing for more frequent communication with the FDA and potentially faster
review timelines. This can translate to getting the drug to market quicker.

 Breakthrough Therapy Designation
(BTD): This designation is given by the FDA to drugs that have the potential to significantly improve treatment for serious
or life-threatening conditions. It allows for more intensive interaction with the FDA during development and can expedite the review
process.

 Fast Track Designation: This
designation is designed to facilitate the development and expedite the review of drugs that address unmet medical needs. It offers some
advantages like more frequent meetings with the FDA and potential for rolling review (reviewing data as it becomes available).

 Disclosure of Clinical Trial Information

 Sponsors of clinical trials
of certain FDA-regulated products, including prescription drugs, are required to register and disclose certain clinical trial information
on a public website maintained by the U.S. National Institutes of Health. Information related to the product, patient population, phase
of the investigation, study sites, investigator, and other aspects of the clinical trial is made public as part of the registration. Disclosure
of the results of these trials can be delayed for up to two years if the sponsor certifies that it is seeking approval of an unapproved
product or that it will file an application for approval of a new indication for an approved product within one year. Competitors may
use this publicly available information to gain knowledge regarding the design and progress of our development programs.

 The Hatch-Waxman Act

 Orange Book Listing

 In seeking approval for a
drug through an NDA, applicants are required to list with the FDA each patent the claims of which cover the applicant's product.
Upon approval of a drug, each of the patents listed in the application for the drug is then published in the FDA's Approved Drug
Products with Therapeutic Equivalence Evaluations, commonly known as the Orange Book. Drugs listed in the Orange Book can, in turn, be
cited by potential generic competitors in support of approval of an abbreviated new drug application (ANDA). An ANDA provides for the
marketing of a drug product that has the same active ingredients in the same strengths and dosage form as the listed drug and has been
shown through bioequivalence testing to be bioequivalent to the listed drug. Other than the requirement for bioequivalence testing, ANDA
applicants are not required to conduct or submit results of pre-clinical or clinical tests to prove the safety or effectiveness of their
drug product. Drugs approved in this way are considered to be therapeutically equivalent to the listed drug, are commonly referred to
as "generic equivalents" to the listed drug and can often be substituted by pharmacists under prescriptions written for the
original listed drug in accordance with state law.

 The ANDA applicant is required
to certify to the FDA concerning any patents listed for the approved product in the FDA's Orange Book. Specifically, the applicant
must certify that: (i) the required patent information has not been filed; (ii) the listed patent has expired; (iii) the listed patent
has not expired but will expire on a particular date, and approval is sought after patent expiration; or (iv) the listed patent is invalid
or will not be infringed by the new product. The ANDA applicant may also elect to submit a section viii statement, certifying that its
proposed ANDA labeling does not contain (or carves out) any language regarding the patented method-of-use rather than certify to a listed
method-of-use patent. If the applicant does not challenge the listed patents, the ANDA application will not be approved until all the
listed patents claiming the referenced product have expired.

 A certification that the new
product will not infringe the already approved product's listed patents or that such patents are invalid is called a Paragraph IV
certification. If the ANDA applicant has provided a Paragraph IV certification to the FDA, the applicant must also send notice of the
Paragraph IV certification to the NDA and patent holders once the ANDA has been accepted for filing by the FDA. The NDA and patent holders
may then initiate a patent infringement lawsuit in response to the notice of the Paragraph IV certification. The filing of a patent infringement
lawsuit within 45 days of the receipt of a Paragraph IV certification automatically prevents the FDA from approving the ANDA until the
earlier of 30 months, expiration of the patent, settlement of the lawsuit, or a decision in the infringement case that is favorable to
the ANDA applicant. The ANDA application also will not be approved until any applicable non-patent exclusivity listed in the Orange Book
for the referenced product has expired.

 Exclusivity

 Upon NDA approval of a new
chemical entity or NCE, which is a drug that contains no active component that has been approved by the FDA in any other NDA, that drug
receives five years of marketing exclusivity, during which time the FDA cannot receive any ANDA or 505(b)(2) application seeking approval
of a drug that references a version of the NCE drug. Certain changes to a drug, such as the addition of a new indication to the package
insert, are associated with a three-year period of exclusivity during which the FDA cannot approve an ANDA or 505(b)(2) application that
includes the change. An ANDA or 505(b)(2) application may be submitted one year before NCE exclusivity expires if a Paragraph IV certification
is filed. If there is no listed patent in the Orange Book, there may not be a Paragraph IV certification, and thus, no ANDA or 505(b)(2)
application may be filed before the expiration of the exclusivity period.

 For a botanical drug, the
FDA may determine that the active moiety is one or more of the principal components or the complex mixture as a whole. This determination
would affect the utility of any five-year exclusivity as well as the ability of any potential generic competitor to demonstrate that it
is the same drug as the original botanical drug. Five-year and three-year exclusivities do not preclude FDA approval of a 505(b)(1) application
for a duplicate version of the drug during the period of exclusivity, provided that the 505(b)(1) applicant conducts or obtains a right
of reference to all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and effectiveness.

 Orphan Drug Act

 Under the Orphan Drug Act,
the FDA may grant orphan drug designation to drugs intended to treat a rare disease or condition, generally a disease or condition that
affects fewer than 200,000 individuals in the U.S. (or affects more than 200,000 in the U.S. and for which there is no reasonable expectation
that the cost of developing and making available in the U.S. a drug for such disease or condition will be recovered from sales in the
U.S. of such drug). Orphan drug designation must be requested before submitting an NDA. After the FDA grants orphan drug designation,
the generic identity of the drug and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey
any advantage in or shorten the duration of the regulatory review and approval process. The first NDA applicant to receive FDA approval
for a particular active ingredient to treat a particular disease with FDA orphan drug designation is entitled to a seven-year exclusive
marketing period in the U.S. for that product for that indication. During the seven-year exclusivity period, the FDA may not approve any
other applications to market the same drug for the same disease, except in limited circumstances, such as a showing of clinical superiority
to the product with orphan drug exclusivity. If the FDA designates an orphan drug based on a finding of clinical superiority, the FDA
must provide a written notification to the sponsor that states the basis for orphan designation, including "any plausible hypothesis"
relied upon by the FDA. The FDA must also publish a summary of its clinical superiority findings upon granting orphan drug exclusivity
based on clinical superiority. Orphan drug exclusivity does not prevent the FDA from approving a different drug for the same disease or
condition or the same drug for a different disease or condition. Among the other benefits of orphan drug designation are tax credits for
certain research and a waiver of the NDA application user fee.

 Special Protocol Assessment

 A company may reach an agreement
with the FDA under the Special Protocol Assessment (SPA), process as to the required design and size of clinical trials intended to form
the primary basis of an efficacy claim. According to its performance goals, the FDA is supposed to evaluate the protocol within 45 days
of the request to assess whether the proposed trial is adequate, and that evaluation may result in discussions and a request for additional
information. A SPA request must be made before the proposed trial begins, and all open issues must be resolved before the trial begins.
If a written agreement is reached, it will be documented and made part of the administrative record. Under the FDC Act and FDA guidance
implementing the statutory requirement, an SPA is generally binding upon the FDA except in limited circumstances, such as if the FDA identifies
a substantial scientific issue essential to determining safety or efficacy after the study begins, public health concerns emerge that
were unrecognized at the time of the protocol assessment, the sponsor and the FDA agree to the change in writing, or if the study sponsor
fails to follow the protocol that was agreed upon with the FDA.

 U.S. Coverage and Reimbursement

 Significant uncertainty exists
as to the coverage and reimbursement status of our lead product candidates, such as IGC-AD1 or any other for which we may seek regulatory
approval. Sales in the U.S. will depend in part on the availability of adequate financial coverage and reimbursement from third-party
payors, which include government health programs such as Medicare, Medicaid, TRICARE, and the Veterans Administration, as well as managed
care organizations and private health insurers. Prices at which we or our customers seek reimbursement for our product candidates can
be subject to challenge, reduction, or denial by payors.

 The process for determining
whether a payor will provide coverage for a product is typically separate from the process for setting the reimbursement rate that the
payor will pay for the product. Third-party payors may limit coverage to specific products on an approved list or formulary, which might
not include all the FDA-approved products for a particular indication. Also, third-party payors may refuse to include a branded drug on
their formularies or otherwise restrict patient access to a branded drug when a less costly generic equivalent or another alternative
is available. Medicare Part D, Medicare's outpatient prescription drug benefit, contains protections to ensure coverage and reimbursement
for oral oncology products, and all Part D prescription drug plans are required to cover substantially all oral anti-cancer agents. However,
a payor's decision to provide coverage for a product does not imply that an adequate reimbursement rate will be available. Private
payors often rely on the lead of the governmental payors in rendering coverage and reimbursement determinations. Sales of products such
as IGC-AD1 or any other product candidates will, therefore, depend substantially on the extent to which the costs of our products will
be paid by third-party payors. Achieving favorable coverage and reimbursement from the Centers for Medicare and Medicaid Services ("CMS")
and/or the Medicare Administrative Contractors is typically a significant gating issue for the successful introduction of a new product.

 Third-party payors are increasingly
challenging the price and examining the medical necessity and cost-effectiveness of medical products and services, in addition to their
safety and efficacy. In order to obtain coverage and reimbursement for any product that might be approved for marketing, we may need to
conduct studies in order to demonstrate the medical necessity and cost-effectiveness of any products, which would be in addition to the
costs expended to obtain regulatory approvals. Third-party payors may not consider our product candidates to be medically necessary or
cost-effective compared to other available therapies, or the rebate percentages required to secure favorable coverage may not yield an
adequate margin over cost or may not enable us to maintain price levels sufficient to realize an appropriate return on our investment
in drug development.

 Human Capital Management and Environment, Health, and Safety

 Human Capital Management

 We believe that our ability
to attract, retain, and develop exceptional talent is critical to our success, particularly in advancing our clinical development programs
and scientific research. As of March 31, 2025, our full-time employee headcount worldwide was 70.

 We foster a culture of collaboration,
accountability, and innovation. We comply with all applicable labor, health, and safety laws and support employee well-being through flexible
work policies and safe workplace practices. We invest in employee development, offering training and learning opportunities to help our
teams grow professionally and contribute to our long-term success. We are committed to providing equal opportunities for all employees.
Our compensation and equity programs are designed to retain talent and align with long-term shareholder value.8

 Environment, Health, and Safety (EHS)

 We are committed to health,
safety, and environmental compliance in all our operations in the U.S., Colombia and India. While our operations have a limited environmental
impact, we promote responsible practices to minimize waste and ensure safety in our research and office environments. Management oversees
our EHS practices and updates them as needed to meet regulatory and operational requirements.

 Available Information

 The Company's Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections
13(a) and 15(d) of the Exchange Act are filed with the Securities and Exchange Commission (the SEC"). The Company is subject to
the informational requirements of the Exchange Act and files or furnishes reports, proxy statements, and other information with the SEC.
Such reports and other information filed by the Company with the SEC are available free of charge on the Company's website at www.igcpharma.com
when such reports are available on the SEC's website. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites
are not incorporated into this filing. Further, the Company's references to the URLs for these websites are intended to be inactive
textual references only.

 ITEM 1A. RISK FACTORS

 You should carefully consider
the following risk factors, together with all other information included in this report, in evaluating the Company and our common stock.
If any of the following risks and uncertainties develop into actual events, they could have a material adverse effect on our business,
financial condition, or results of operations. In that case, the trading price of our common stock and other securities also could be
adversely affected. We make various statements in this section, which constitute " forward-looking statements. "
 See " Forward-Looking Statements. "

 Risks Related to Our Business, Industry, and Operations:

 We have incurred significant losses and
have an accumulated deficit. If we cannot achieve profitability, the market price of our common stock could decline significantly.

 As of March 31, 2025, we had
cash and cash equivalents of approximately $405 thousand and working capital of approximately $639 thousand compared to cash and cash
equivalents of $1.2 million and working capital of $1.4 million as of March 31, 2024, for continuing operations.

 We have had a history of operating
losses. Our net losses decreased by approximately $6 million from $13 million in Fiscal 2024 to approximately $7.1 million in Fiscal 2025.
We expect to continue incurring substantial expenses as we advance the clinical development of IGC-AD1 and our other product candidates.
Our ability to achieve or sustain profitability depends on our success in developing, obtaining regulatory approval for, and commercializing
our product candidates, which is highly uncertain and subject to significant risks. If we fail to achieve profitability or improve our
financial condition, our ability to raise additional capital may be limited, and the market price of our common stock could decline significantly.
Additionally, continued losses could impact our ability to maintain compliance with applicable stock exchange listing requirements.

 We may not be successful
in our artificial intelligence initiatives, which could adversely affect our business, reputation, or financial results.

 We are making investments
in AI initiatives, including generative AI, to, among other things, recommend relevant unconnected content across our products, enhance
our advertising tools, develop new products, and develop new features for existing products. In particular, we expect our AI initiatives
will require increased investment in infrastructure and headcount.

 There are significant risks
involved in developing and deploying AI, and there can be no assurance that the usage of AI will enhance our products or services or be
beneficial to our business, including our efficiency or profitability. For example, our AI-related efforts, particularly those related
to generative AI, subject us to risks related to harmful content, accuracy, bias, discrimination, toxicity, intellectual property infringement
or misappropriation, defamation, data privacy, cybersecurity, and sanctions and export controls, among others. It is also uncertain how
various laws related to online services, intermediary liability, and other issues will apply to content generated by AI. In addition,
we are subject to the risks of new or enhanced governmental or regulatory scrutiny, litigation, or other legal liability, ethical concerns,
negative consumer perceptions as to automation and AI, or other complications that could adversely affect our business, reputation, or
financial results.

 As a result of the complexity
and rapid development of AI, it is also the subject of evolving review by various U.S. governmental and regulatory agencies, and other
foreign jurisdictions are applying, or are considering applying, their platform moderation, intellectual property, cybersecurity, and
data protection laws to AI and/or are considering general legal frameworks on AI. We may not always be able to anticipate how to respond
to these frameworks, given that they are still rapidly evolving. We may also have to expend resources to adjust our offerings in certain
jurisdictions if the legal frameworks on AI are not consistent across jurisdictions.

 As such, it is not possible
to predict all of the risks related to the use of AI, and changes in laws, rules, directives, and regulations governing the use of AI
may adversely affect our ability to develop and use AI or subject us to legal liability.

 Our cannabinoid medication makes it difficult to raise money
as a public company.

 Within the species Cannabis
sativa L, most countries define hemp by the amount of THC. Under the 2018 Farm Bill, hemp is classified as a cannabis plant that has 0.3%
or less THC by dry weight.

 Despite deriving IGC-AD1 from
legal hemp, the Company is often incorrectly classified as a "cannabis company", with all the nuances that accompany that
label, including being blacklisted by banks, investment banks, and until recently by the largest stock clearing services company. The
near-monopoly nature of some of these institutions, especially clearing houses, makes it difficult for the Company to raise money, deposit
share certificates, or even have investment banking relationships. As we cannot control how others perceive us, there can be no assurance
that we will be able to raise enough capital for our planned expansion.

 We may engage in strategic transactions that could impact our
liquidity, increase our expenses, and present significant distractions to our management, which ultimately may not be successful.

 From time to time, we may
consider strategic transactions, such as acquisitions of companies, asset purchases, and out-licensing or in-licensing of products, product
candidates, or technologies, particularly those arrangements that seek to leverage other organizations' internal platforms or competencies
for the benefit of our products or potential products. Additional potential transactions that we may consider may include a variety of
different business arrangements, including spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations,
and investments. Any such transaction may require us to incur non-recurring or other charges that may increase our near and long-term
expenditures and may pose significant integration challenges or disrupt our management or business, which could adversely affect our operations
and financial results. For example, these transactions may entail numerous operational and financial risks, including:

 exposure to unknown or unanticipated liabilities, including foreign laws with which we are unfamiliar;

 disruption of our business and diversion of our management's time and attention to develop acquired products, product candidates, or technologies;

 the incurrence of substantial debt or dilutive issuances of equity securities to pay for acquisitions, which we may not be able to obtain on favorable terms, if at all;

 higher than expected acquisition and integration costs;

 write-downs of assets or goodwill or impairment charges;

 increased amortization expenses;

 difficulty and cost in combining the operations and personnel of any acquired businesses with our operations and personnel;

 entering a long-term relationship with a partner that proves to be unreliable or counterproductive;

 impairment of relationships with key suppliers or customers of any acquired businesses due to changes in management and ownership; and

 inability to retain key employees of any acquired businesses.

 There can be no assurance
that we will undertake or successfully complete any transactions of the nature described above. Any transactions that we do complete could
have a material adverse effect on our business, results of operations, financial condition, and prospects if we are unable to execute
the planned objectives or capitalize on the relationship in the manner that was originally contemplated.

 Global Operations

 We currently operate in the
U.S., Canada, Colombia, and India, and buy raw materials and equipment from China, and our operations and expenses could be affected by
currency fluctuations, capital and exchange controls, economic conditions including inflation, expropriation, and other restrictive government
actions, changes in intellectual property legal protections and remedies, trade regulations, tax laws, and regulations, and procedures
and actions affecting approval, production, pricing, and marketing of, reimbursement for and access to our products, as well as impacts
of political or civil unrest or military action, including but not limited to the current conflicts, terrorist activity, unstable governments,
and legal systems, inter-governmental disputes, public health outbreaks, epidemics, pandemics, natural disasters or disruptions related
to climate change.

 India, and Colombia may be
particularly vulnerable to periods of financial or political instability or significant currency fluctuations or may have limited resources
for healthcare spending.

 Government financing and economic
pressures can lead to negative pricing pressure in various markets where governments take an active role in setting prices, access criteria
(e.g., through health technology assessments), or other means of cost control.

 We continue to monitor the
global trade environment, especially with China and the countries we operate in, and potential trade conflicts and impediments that could
impact our business. If trade restrictions or tariffs reduce global economic activity, potential impacts could include declining sales,
increased costs, volatility in foreign exchange rates, a decline in the value of our financial assets and pension plan investments, required
increases of our pension funding obligations, increased government cost control efforts, delays or failures in the performance of customers,
suppliers and other third parties on whom we may depend for the performance of our business, and the risk that our allowance for doubtful
accounts may not be adequate.

 Legal claims could be filed that may have
a material adverse effect on our business, operating results, and financial condition. We may, in the future, face risks of litigation
and liability claims. The extent of such exposure can be difficult or impossible to estimate, which can negatively impact our financial
condition and results of operations.

 Our operations are subject
to numerous laws and regulations in the U.S., India, and Colombia, relating to the protection of the public and necessary disclosures
regarding financial services. Liability under these laws involves inherent uncertainties. Violations of financial regulation laws are
subject to civil and, in some cases, criminal sanctions. We may not have been, or may not be, or may be alleged to have not been or to
not be, at all times, in complete compliance with all requirements, and we may incur costs or liabilities in connection with such requirements
or allegations. We may also incur unexpected interruptions to our operations, administrative injunctions requiring operation stoppages,
fines judgments, settlements, or other financial obligations or penalties, which could negatively impact our financial condition and results
of operations. See Item 3, Legal Proceedings of this report, for further information on the current status of legal proceedings, if any.
There can also be no assurance that any insurance coverage we have will be adequate or that we will prevail in any future cases. We can
provide no assurance that we will be able to obtain liability insurance that would protect us from any such lawsuits. In the event that
we are not covered by insurance, our management could spend significant time and resources addressing any such issues. The legal fees
necessary to defend against multiple lawsuits can be significant, impacting the Company's overall bottom line when not covered by
insurance or where the fees exceed the Company's insurance policy limits.

 Our Company is in a highly regulated industry.
Significant and unforeseen changes in policy may have material impacts on our business.

 Continued development in the
phytocannabinoids industry is dependent upon continued state legislative authorization of cannabinoids as well as legislation and regulatory
policy at the federal level. The federal Controlled Substances Act currently makes cannabinoids use and possession illegal on a national
level. While there may be ample public support for legislative authorization, numerous factors impact the legislative process. Any one
of these factors could slow or halt the use and handling of cannabinoids in the U.S. or in other jurisdictions, which would negatively
impact our development of phytocannabinoids-based therapies and our ability to test and productize these therapies.

 Many U.S. state laws conflict
with the federal Controlled Substances Act. It is unclear whether regulatory authorities in the U.S. would object to the registration
or public offering of securities in the U.S. by our Company; the status of our Company as a reporting company; or investors investing
in our Company, if we engage in legal cannabinoids cultivation and supply pursuant to the laws and authorization of the jurisdiction where
the activity takes place. In addition, the status of cannabinoids under the Controlled Substances Act may have an adverse effect on federal
agency approval of pharmaceutical use of phytocannabinoid products. Any such objection or interference could delay indefinitely or increase
substantially the costs to access the equity capital markets, test our therapies, or create products from the Life Sciences segment.

 Our Company is inexperienced in conducting
pre-clinical and clinical trials.

 Our Company is inexperienced
in conducting pre-clinical and clinical trials. Our attempt at demonstrating safety, efficacy, and ultimate useability may fail because
of our lack of experience in designing, managing, and conducting clinical trials, resulting in unanticipated or adverse outcomes. Such
outcomes may have an adverse effect on our stock price.

 Clinical trials are expensive, time-consuming,
and difficult to design and implement, and involve an uncertain outcome.

 Clinical testing is expensive
and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical trial
process. Because the results of preclinical studies and early clinical trials are not necessarily predictive of future results, IGC-AD1
and our other compounds may not have favorable results in later preclinical and clinical studies or receive regulatory approval. We may
experience delays in initiating and completing any clinical trials that we intend to conduct, and we do not know whether planned clinical
trials will begin on time, need to be redesigned, enroll patients on time, or be completed on schedule, or at all. Clinical trials can
be delayed or terminated for a variety of reasons, including but not limited to:

 the FDA or comparable foreign regulatory authorities disagreeing as to the design or implementation of our clinical studies;

 obtaining regulatory approval to commence a trial;

 reaching an agreement on acceptable terms with prospective contract research organizations (CROs), and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

 obtaining Institutional Review Board (IRB) approval at each site or Independent Ethics Committee (IEC) approval at sites outside the United States;

 recruiting suitable patients to participate in a trial in a timely manner and in sufficient numbers;

 having patients complete a trial or return for post-treatment follow-up;

 imposition of a clinical hold by regulatory authorities, including as a result of unforeseen safety issues or side effects or failure of trial sites to adhere to regulatory requirements or follow trial protocols;

 clinical sites deviating from trial protocol or dropping out of a trial;

 addressing patient safety concerns that arise during the course of a trial;

 adding a sufficient number of clinical trial sites; or

 manufacturing sufficient quantities of the product candidate for use in clinical trials.

 We could also encounter delays
if a clinical trial is suspended or terminated by us, the IRBs or IECs of the institutions in which such trials are being conducted, the
Data Safety Monitoring Board (DSMB), for such trial or the FDA or other regulatory authorities. Such authorities may impose such a suspension
or termination due to a number of factors, including failure to conduct the clinical trial in accordance with regulatory requirements
or our clinical protocols, an inspection of the clinical trial operations or trial site by the FDA or other regulatory authorities resulting
in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a
drug, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial. Furthermore,
we rely on CROs and clinical trial sites to ensure the proper and timely conduct of our clinical trials, and while we have agreements
governing their committed activities, we have limited influence over their actual performance.

 The regulatory approval processes of the
FDA and comparable foreign authorities are lengthy, time-consuming, and inherently unpredictable, and if we are ultimately unable to obtain
regulatory approval for IGC-AD1 or any other product candidates, our business will be substantially harmed.

 The time required to obtain
approval by the FDA and comparable foreign authorities is unpredictable but typically takes many years following the commencement of clinical
trials and depends upon numerous factors, including the substantial discretion of the regulatory authorities. In addition, approval policies,
regulations, or the type and amount of clinical data necessary to gain approval may change during the course of a product candidate's
clinical development and may vary among jurisdictions. We have not obtained regulatory approval for any product candidate, and it is possible
that we will never obtain regulatory approval for IGC-AD1 or any other product candidate. We are not permitted to market any of our pharmaceutical
product candidates in the United States until we receive regulatory approval of an NDA from the FDA. The regulatory approval process can
be affected by, among other things, the following:

 we may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that a product candidate is safe and effective for its proposed indication;

 serious and unexpected drug-related side effects experienced by participants in our clinical trials or by individuals using drugs similar to our product candidates or other products containing the active ingredient in our product candidates;

 negative or ambiguous results from our clinical trials or results that may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval;

 we may be unable to demonstrate that a product candidate's clinical and other benefits outweigh its safety risks;

 the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials;

 the data collected from clinical trials of our product candidates may not be acceptable or sufficient to support the submission of an NDA or other submission or to obtain regulatory approval in the United States or elsewhere, and/or we may be required to conduct additional clinical trials;

 the FDA or comparable foreign authorities may disagree regarding the formulation, labeling, and/or specifications of our product candidates;

 the FDA or comparable foreign regulatory authorities may fail to approve or find deficiencies with the manufacturing processes or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and

 the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.

 Prior to obtaining approval
to commercialize a product candidate in the United States or abroad, we must demonstrate with substantial evidence from well-controlled
clinical trials and to the satisfaction of the FDA or foreign regulatory agencies that such product candidates are safe and effective
for their intended uses. Results from preclinical studies and clinical trials can be interpreted in different ways. Even if the preclinical
or clinical data for our product candidates are promising, such data may not be sufficient to support approval by the FDA and other regulatory
authorities. For diseases like Alzheimer's, the FDA has stated that one single Phase 3 trial is adequate for approval if it demonstrates
robust and unquestionable efficacy. However, the circumstances under which a single adequate and controlled study can be used as the sole
basis for demonstrating the efficacy of a drug are exceptional.

 The FDA or any foreign regulatory
bodies can delay, limit, or deny approval of our product candidates or require us to conduct additional preclinical or clinical testing
or abandon a program for many reasons, including:

 the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;

 the FDA or comparable foreign regulatory authorities may disagree with our safety interpretation of our drug;

 the FDA or comparable foreign regulatory authorities may disagree with our efficacy interpretation of our drug; and

 the FDA or comparable foreign regulatory authorities may regard our Chemistry Manufacturing and Controls package as inadequate.

 Of the large number of drugs
in development, only a small percentage successfully complete the regulatory approval processes and are commercialized. This lengthy approval
process, as well as the unpredictability of future clinical trial results, may result in us failing to obtain regulatory approval to market
IGC-AD1 or another product candidate, which would significantly harm our business, results of operations, and prospects.

 In addition, the FDA or the
applicable foreign regulatory agency may also approve a product candidate for a more limited indication or patient population than we
originally requested, and the FDA or applicable foreign regulatory agency may approve a product candidate with a label that does not include
the labeling claims necessary or desirable for the successful commercialization of that product candidate. Any of the foregoing scenarios
could materially harm the commercial prospects for our product candidates.

 We have concentrated our research and development
efforts on the treatment of Alzheimer ' s Disease, which has seen limited success in drug development. Further, IGC-AD1
is based on a new approach to treating symptoms of Alzheimer ' s Disease, which makes it difficult to predict the time
and cost of development and subsequent obtaining of regulatory approval.

 Efforts by biopharmaceutical
and pharmaceutical companies in treating Alzheimer's Disease have seen limited success in drug development, and there are no FDA-approved
disease-modifying therapeutic options available for patients with Alzheimer's Disease. We cannot be certain that our approach will
lead to the development of approvable or marketable products. The only drugs approved by the FDA to treat Alzheimer's Disease to
date address the disease's symptoms. Alzheimer's Disease drug candidates have the highest failure rate of approximately 99.6%.
As a result, the FDA has a limited set of products to rely on in evaluating IGC-AD1. This could result in a longer-than-expected regulatory
review process, increased expected development costs, or the delay or prevention of commercialization of IGC-AD1 for the treatment of
Alzheimer's Disease.

 Enrollment and retention of patients in
clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors
outside our control.

 The timely completion of clinical
trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients who remain
in the study until its conclusion. We may encounter delays in enrolling or be unable to enroll a sufficient number of patients to complete
any of our clinical trials, and even once enrolled, we may be unable to retain a sufficient number of patients to complete any of our
trials. Patient enrollment and retention in clinical trials depend on many factors, including:

 the patient eligibility criteria defined in the protocol;

 the size of the patient population required for analysis of the trial's primary endpoints;

 the nature of the trial protocol;

 the existing body of safety and efficacy data with respect to the product candidate;

 the proximity of patients to clinical sites;

 our ability to recruit clinical trial investigators with the appropriate competencies and experience;

 clinicians' and patients' perceptions as to the potential advantages of the product candidate being studied in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating;

 competing clinical trials being conducted by other companies or institutions;

 our ability to maintain patient consent; and

 the risk that patients enrolled in clinical trials will drop out of the trials before completion.

 Our product candidates may cause serious
adverse events or undesirable side effects, which may delay or prevent marketing approval or, if approved, require them to be taken off
the market, require them to include safety warnings, or otherwise limit their sales.

 Serious adverse events or
undesirable side effects caused by IGC-AD1 or any other product candidates could cause us or regulatory authorities to interrupt, delay,
or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other
comparable foreign authorities. The results of any clinical trial we conduct could reveal a high and unacceptable severity and prevalence
of side effects or unexpected characteristics.

 If unacceptable side effects
arise in the development of our product candidates, we, the FDA, or the IRBs at the institutions in which our studies are conducted, or
the DSMB, if constituted for our clinical trials, could recommend a suspension or termination of our clinical trials, or the FDA or comparable
foreign regulatory authorities could order us to cease further development of or deny approval of a product candidate for any or all targeted
indications. In addition, drug-related side effects could affect patient recruitment or the ability of enrolled patients to complete a
trial or result in potential product liability claims. In addition, these side effects may not be appropriately recognized or managed
by the treating medical staff. We expect to have to train medical personnel using our product candidates to understand the side effect
profiles for our clinical trials and upon any commercialization of any of our product candidates. Inadequate training in recognizing or
managing the potential side effects of our product candidates could result in patient injury or death. Any of these occurrences may harm
our business, financial condition, and prospects significantly.

 Additionally, if one or more
of our product candidates receives marketing approval, and we or others later identify undesirable side effects caused by such products,
a number of potentially significant negative consequences could result, including:

 additional restrictions may be imposed on the marketing of the particular product or the manufacturing processes for the product or any component thereof;

 regulatory authorities may withdraw approvals of such products;

 regulatory authorities may require additional warnings on the label, such as a "black box" warning or contraindication;

 we may be required to implement a REMS or create a medication guide outlining the risks of such side effects for distribution to patients;

 we could be sued and held liable for harm caused to patients;

 the product may become less competitive; and

 our reputation may suffer.

 Any of these events could
prevent us from achieving or maintaining market acceptance of a product candidate, if approved, and could significantly harm our business,
results of operations, and prospects.

 Our product candidates may be unable to
achieve the expected market acceptance, consequently limiting our ability to generate revenue from new products.

 Even when product development
is successful and regulatory approval has been obtained, our ability to generate sufficient revenue depends on the acceptance of our products
by customers. We cannot assure you that our products will achieve the expected level of market acceptance and revenue. The market acceptance
of any product depends on several factors, such as the price of the product, the effect of the product, the taste of the product, the
reputation of the Company, competition, and marketing and distribution support.

 The success and acceptance
of a product in one state may not be replicated in other states or may be negatively affected by our activities in another state. Any
factors preventing or limiting the market acceptance of our products could have a material adverse effect on our business, results of
operations, and financial condition.

 Business interruptions could delay us in
the process of developing our product candidates and could disrupt our product sales.

 Loss of our manufacturing
facilities, stored inventory, or laboratory facilities through fire, theft, natural disasters, or other causes, or loss of our botanical
raw material due to pathogenic infection, waste, destruction, or other causes, could have an adverse effect on our ability to meet demand
for our products or to continue product development activities and to conduct our business. Failure to supply our partners with commercial
products may lead to adverse consequences.

 Climate change concerns could disrupt our
businesses, adversely affect client activity levels, adversely affect the creditworthiness of our counterparties, and damage our reputation.

 Climate change may cause extreme
weather events that, among other things, could damage our facilities and equipment, injure our employees, disrupt operations at one or
more of our primary locations, negatively affect our ability to service and interact with our clients, and adversely affect the value
of our assets. Any of these events may increase our costs including our costs to insure against these events.

 Climate change may also have
a negative impact on the financial condition of our clients, which may decrease revenues from those clients and increase the credit exposures
to those clients. Additionally, our reputation and client relationships may be damaged as a result of our involvement, or our clients'
involvement, in certain industries associated with causing or exacerbating, or alleged to cause or exacerbate, climate change. We also
may be negatively impacted by any decisions we make to continue to conduct or change our activities in response to considerations relating
to climate change. New regulations or guidance relating to climate change, as well as the perspectives of shareholders, employees, and
other stakeholders regarding climate change, may affect whether and on what terms and conditions we engage in certain activities or offer
certain products.

 Currency fluctuations may reduce our assets
and profitability.

 We have assets located in
foreign countries that are valued in foreign currencies. Fluctuation of the U.S. dollar relative to the foreign currency may adversely
affect our assets and profit.

 Our business relies heavily on our management
team, and any unexpected loss of key officers may adversely affect our operations.

 The continued success of our
business is largely dependent on the continued services of our key employees. The loss of the services of certain key personnel, without
adequate replacement, could have an adverse effect on our performance. Our senior management, as well as the senior management of our
subsidiaries, plays a significant role in developing and executing the overall business plan, maintaining client relationships, proprietary
processes, and technology. While no one is irreplaceable, the loss of the services of any would be disruptive to our business.

 Our quarterly revenue, operating results, and profitability will
vary.

 Factors that may contribute to the variability
of quarterly revenue, operating results, or profitability include:

 Fluctuations in revenue due to the seasonality of the marketplace, which results in uneven revenue and operating results over the year;

 Additions and departures of key personnel;

 Strategic decisions made by us and our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments, and changes in business strategy; and

 Economic conditions, including but not limited to the adverse impact on operating results due to the COVID-19 pandemic.

 We may not successfully register the provisional patents with
the USPTO.

 We have filed thirty-one (31)
patent applications with the USPTO and also in other different countries in the combination therapy space for the indications of pain,
Alzheimer's, medical refractory epilepsy, eating disorders, and Tourette syndrome as part of our intellectual property strategy
focused on the phytocannabinoid-based health care industry. Although twelve patents have been issued, there is no guarantee that our remaining
applications will result in a successful registration with the USPTO. If we are unsuccessful in registering patents, our ability to create
a valuable line of products can be adversely affected. This, in turn, may have a material and adverse impact on the trading price of our
common stock.

 We may be unable to protect our intellectual property rights
and/or intellectual property rights licensed to us and may be subject to intellectual property litigation and infringement claims by third
parties.

 We intend to protect our intellectual
property through limited patents and our unpatented trade secrets and know-how through confidentiality or license agreements with third
parties, employees, and consultants, and by controlling access to and distribution of our proprietary information. However, this method
may not afford complete protection, particularly in foreign countries where the laws may not protect our proprietary rights as fully as
in the U.S., and unauthorized parties may copy or otherwise obtain and use our products, processes, or technology. Additionally, there
can be no assurance that others will not independently develop similar know-how and trade secrets. We are also dependent upon the owners
of intellectual property rights licensed to us under various wholesale license agreements to protect and defend those rights against third
party claims. If third parties take actions that affect our rights, the value of our intellectual property, similar proprietary rights
or reputation, or the licensors who have granted us certain rights under wholesale license agreements, or we are unable to protect the
intellectual property from infringement or misappropriation, other companies may be able to offer competitive products at lower prices,
and we may not be able to effectively compete against these companies. We also face the risk of claims that we have infringed third parties'
intellectual property rights. Any claims of intellectual property infringement, even those without merit, may require us to:

 defend against infringement claims, which are expensive and time-consuming;

 cease making, licensing, or using, either temporarily or permanently, products that incorporate the challenged intellectual property;

 re-design, re-engineer, or re-brand our products or packaging; or

 enter into royalty or licensing agreements to obtain the right to use a third party's intellectual property.

 In the event of claims by
third parties for infringement of intellectual property rights, we license from third parties under wholesale license agreements, we could
be liable for costs of defending allegations of infringement, and there are no assurances the licensors will either adequately defend
the licensed intellectual property rights or that they would prevail in the related litigation. In that event, we would incur additional
costs and may be deprived of generating royalties from these agreements.

 We may face risks relating to health care
privacy and security laws.

 We may be subject to various
privacy and security regulations, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA),
as amended by The Health Information Technology for Economic and Clinical Health Act (HITECH), and their respective implementing regulations,
including the related final published omnibus rule. HIPAA mandates, among other things, the adoption of uniform standards for the electronic
exchange of information in common health care transactions, as well as standards relating to the privacy and security of individually
identifiable health information. These obligations would require the Company to adopt administrative, physical, and technical safeguards
to protect such information. Among other things, HITECH makes HIPAA's privacy and security standards directly applicable to "business
associates" — independent contractors or agents of covered entities that receive or obtain protected health information in
connection with providing a service on behalf of a covered entity. HITECH also increased the civil and criminal penalties that may be
imposed against covered entities, business associates, and possibly other persons and gave state attorneys general new authority to file
civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorney's fees and costs
associated with pursuing federal civil actions. In addition, state laws govern the privacy and security of health information in certain
circumstances, some of which are more stringent than HIPAA and many of which differ from each other in significant ways and may not have
the same effect, thereby complicating compliance efforts. Failure to comply with these laws, where applicable, can result in the imposition
of significant civil and criminal penalties.

 Some of our lines of business will rely
on third-party service providers to host and deliver services and data, and any interruptions or delays in these hosted services, security
or privacy breaches, including cybersecurity attacks or failures in data collection, could expose us to liability claims, increased costs,
reduced revenue, and harm our business and reputation.

 Our lines of business and
services, but especially our development of hemp-based cannabinoid combination therapies for products, and our long-term use and/or development
of software to solve critical issues facing the pharmaceutical industry, rely on services hosted and controlled directly by our suppliers
and distributors and their third-party service providers. We do not have redundancy for all our systems; many of our critical applications
reside in only one of our data centers, and our disaster recovery planning may not account for all eventualities. These facts could cause
reputational harm, loss of customers, or loss of future business, thereby reducing our revenue.

 Our suppliers and distributors
and their third-party service providers hold customer data, some of which is hosted in third-party facilities. A security incident or
cybersecurity attack at those facilities or ours may compromise the confidentiality, integrity, or availability of customer data. We have
a cybersecurity policy in place; however, unauthorized access to customer data stored on our computers or networks may be obtained through
break-ins, breaches of our secure network by an unauthorized party, employee theft or misuse, or other misconduct. It is also possible
that unauthorized access to customer data may be obtained through inadequate use of security controls by customers. Accounts created with
weak passwords could allow cyber-attackers to gain access to customer data. If there were an inadvertent disclosure of customer information,
or if a third party were to gain unauthorized access to the information we possess on behalf of our customers, our operations could be
disrupted, our reputation could be damaged, and we could be subject to claims or other liabilities. In addition, such perceived or actual
unauthorized disclosure of the information we collect or breach of our security could damage our reputation, result in the loss of customers,
and harm our business.

 Hardware or software failures
or errors in our systems or those of our suppliers and distributors or their third-party service providers could result in data loss or
corruption, cause the information that we collect to be incomplete or contain inaccuracies that our customers regard as significant, or
cause us to fail to meet committed service levels. Furthermore, our ability to collect and report data may be delayed or interrupted by
several factors, including access to the internet, the failure of our network or software systems, or security breaches. In addition,
computer viruses or other malware may harm our systems, causing us to lose data, and the transmission of computer viruses or other malware
could expose us to litigation. We may also find, on occasion, that we cannot deliver data and reports in near real time because of several
factors, including failures of our network or software. If we supply inaccurate information or experience interruptions in our ability
to capture, store and supply information in near real time or at all, our reputation could be harmed, we could lose customers, or we could
be found liable for damages or incur other losses.

 All our data is stored on
the cloud on multiple servers, which helps us mitigate the overall risk of losing data. We are in the process of implementing tighter
cybersecurity measures to safeguard against hackers. Complying with these security measures and compliances would incur further costs.

 The states in which we and
our distributors and suppliers and their service providers operate require that we maintain certain information about our customers and
transactions. If we fail to maintain such information, we could be in violation of state laws. Laws and regulations relating to the handling
of personal data may impede the adoption of our services or result in increased costs, legal claims, fines against us, or reputational
damage.

 We face risks associated with the manufacture
of our products, which could adversely affect our business and financial results.

 We are subject to the risks
inherent in manufacturing our products, including industrial accidents, environmental events, strikes and other labor disputes, disruptions
in supply chain or information systems, loss or impairment of key manufacturing sites or suppliers, product quality control, safety, increase
in commodity prices and energy costs, licensing requirements and other regulatory issues, as well as natural disasters and other external
factors over which we have no control. If such an event were to occur, it could have an adverse effect on our business and financial results.

 Potential Risks Associated with the Disposal of Non-Core Assets

 While our current focus is
on advancing our Life Sciences business, we continue to own certain non-core assets, including infrastructure-related properties and equipment.
We have not made a formal decision to dispose of these assets, other than "Asset held for sale". Our decision to dispose of
these non-core assets is aimed at monetizing non-core assets, streamlining operations, and optimizing resource allocation. However, if
we decide to proceed with a sale, divestiture, or shutdown in the future, we may face various risks, including:

 Impairment
 charges or write-downs that could negatively impact our financial results and stockholders'
 equity;

 Costs
 related to the termination of leases, contracts, or employee arrangements;

 Challenges
 in finding suitable buyers or partners, potentially resulting in unfavorable pricing or delayed
 transactions;

 Regulatory
 or legal risks associated with asset disposal, including environmental, labor, or tax compliance
 matters;

 Distraction
 of management's attention from our core Life Sciences operations.

 Any of these factors could
negatively affect our business, financial condition, or results of operations. Investors should be aware of the potential risks associated
with this process and its potential impact on our financial performance before investing in our company.

 The Company is exposed to the risk of write-downs
on the value of its inventory and other assets, in addition to purchase commitment cancellation risk.

 The Company records a write-down
for product and component inventories that become obsolete or exceed anticipated demand or for which cost exceeds net realizable value.
The Company may also accrue necessary cancellation fee reserves for orders of excess products and components. The Company reviews long-lived
assets, including capital assets held at its suppliers' facilities and inventory prepayments, for impairment whenever events or
circumstances indicate the assets may not be recoverable. If the Company determines that an impairment has occurred, it records a write-down
equal to the amount by which the carrying value of the asset exceeds its fair value. Although the Company believes its inventory, capital
assets, inventory prepayments, and other assets and purchase commitments are currently recoverable, no assurance can be given that the
Company will not incur write-downs, fees, impairments, and other charges given the rapid and unpredictable pace of product obsolescence
in the industries in which the Company competes.

 The Company orders components
for its products and builds inventory in advance of product announcements and shipments. Manufacturing purchase obligations cover the
Company's forecasted component and manufacturing requirements, typically for periods of up to 150 days. Because the Company's
markets are volatile, competitive, and subject to rapid technology and price changes, there is a risk the Company will forecast incorrectly
and order or produce excess or insufficient amounts of components or products or not fully utilize firm purchase commitments.

 Our accounting personnel may make unintentional errors.

 Given our small size and foreign
operations, a small unrectified mistake in the preparation of financial statements and the maintenance of our books and records in accordance
with U.S. GAAP and SEC rules and regulations may constitute a material weakness in our internal controls over financial reporting. For
more information, please see Item 9A, "Controls and Procedures."

 The Company is subject to complex and changing
laws and regulations worldwide related to climate change and ESG initiatives, which expose the Company to potential liabilities, increased
costs, and other adverse effects on the Company ' s business.

 We are subject to transitional
and physical risks related to climate change. Transitional risks include, for example, a disorderly global transition away from fossil
fuels that may result in increased energy prices; customer preference for low or no-carbon products; stakeholder pressure to decarbonize
assets; or new legal or regulatory requirements that result in new or expanded carbon pricing, taxes, restrictions on greenhouse gas emissions,
and increased greenhouse gas disclosure and transparency. These risks could increase operating costs, including the cost of our electricity
and energy use or other compliance costs. Physical risks to our operations include water stress and drought, flooding and storm surge,
wildfires, extreme temperatures, and storms, which could impact pharmaceutical production, increase costs, or disrupt the supply chains
of medicines for patients. Our supply chain is likely subject to these same transitional and physical risks and would likely pass along
any increased costs to us. We do not anticipate that these risks will have a material financial impact on the Company in the near term,
although there can be no assurance.

 Governmental authorities,
non-governmental organizations, customers, investors, employees, and other stakeholders are increasingly sensitive to ESG matters, such
as equitable access to medicines and vaccines, product quality and safety, diversity, equity and inclusion, environmental stewardship,
support for local communities, value chain environmental and social due diligence, corporate governance, and transparency, and addressing
human capital factors in our operations. This focus on ESG matters may lead to new expectations or requirements that could result in increased
costs associated with the research, development, manufacture, or distribution of our products. Our ability to compete could also be affected
by changing customer preferences and requirements, such as growing demand for companies to establish validated Net Zero targets or offer
more sustainable products. While we strive to improve our ESG performance and meet our voluntary goals, if we do not meet, or are perceived
not to meet, our goals or other stakeholder expectations in key ESG areas, we risk negative stakeholder reaction, including from proxy
advisory services, as well as damage to our brand and reputation, reduced demand for our products or other negative impacts on our business
and operations. While we monitor a broad range of ESG matters, we cannot be certain that we will manage such matters successfully or that
we will successfully meet the expectations of investors, employees, consumers, governments, and other stakeholders.

 Risks Related to ownership of our common stock:

 Future sales of common stock by us could
cause our stock price to decline and dilute your ownership in our Company.

 Our certificate of incorporation
authorizes the issuance of up to 150,000,000 shares of common stock, par value of $0.0001 per share, and 1,000,000 shares of preferred
stock, par value of $0.0001 per share. We are not restricted from issuing additional shares of our common stock or preferred stock, including
any securities that are convertible into or exchangeable for or that represent the right to receive common stock or preferred stock or
any substantially similar securities. The market price of our common stock could decline as a result of sales of a large number of shares
of our common stock by us in the market or the perception that such sales could occur. If we raise funds by issuing additional securities
in the future or stock options to purchase our common stock are exercised, the newly issued shares will also dilute your percentage ownership
in our Company.

 Our common stock price has fluctuated considerably
and has recently reached our highest price levels, which may not be sustained.

 The market price of shares
of our common stock has fluctuated substantially in recent years and is likely to fluctuate significantly from its current level. Our
common stock has also been volatile, with our 52-week closing price range being at a low of $0.27 and a high of $0.69 per share. Future
announcements concerning the introduction of new products, services, or technologies or changes in product pricing policies by us or our
competitors, or changes in earnings estimates by analysts, among other factors, could cause the market price of our common stock to fluctuate
substantially. Also, stock markets have experienced extreme price and volume volatility in the last year. This volatility has had a substantial
effect on the market prices of securities of many public companies for reasons frequently unrelated to the operating performance of the
specific companies. These broad market fluctuations may also cause declines in the market price of our common stock. Investors seeking
short-term liquidity should be aware that we cannot assure you that the stock price will continue at these or any higher levels.

 A possible " short squeeze "
 due to a sudden increase in demand of our common stock that largely exceeds supply may lead to further price volatility in our common
stock.

 Investors may purchase shares
of our common stock to hedge existing exposure in our common stock or to speculate on the price of our common stock. Speculation on the
price of our common stock may involve long and short exposures. To the extent aggregate short exposure exceeds the number of shares of
our common stock available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our
common stock for delivery to lenders of our common stock. Those repurchases may, in turn, dramatically increase the price of our common
stock until investors with short exposure are able to purchase additional shares of common stock to cover their short position. This is
often referred to as a "short squeeze." A short squeeze could lead to volatile price movements in shares of our common stock
that are not directly correlated to the performance or prospects of our Company, and once investors purchase the shares necessary to cover
their short position, the price of our common stock may decline. We believe that the recent volatility in our common stock may be due,
in part, to short squeezes that may be temporarily increasing the price of our common stock, which could result in a loss of some or all
of your investment in our common stock.

 Our management team will have broad discretion
over the use of Company funds.

 Our management will use their
discretion to direct the use of Company funds. We intend to use the net proceeds from the sale of IGC shares in ATM offerings, sales proceeds,
sale of capital assets, and other funds to fund working capital and capital expenditure requirements. It may also be used for clinical
trials, share repurchases, debt repayments, and investments, including but not limited to mutual funds, treasury bonds, cryptocurrencies,
and other asset classes. Management's judgments may not result in positive returns on investor investment, and the investor will
not have an opportunity to evaluate the economic, financial, or other information upon which the Management bases its decisions. The Company
may invest the funds, pending their use, in a manner that does not produce income or that loses value. The failure of management to apply
these funds effectively could result in financial losses, and these financial losses could have a material adverse effect on our business
and cause the price of our common stock to decline.

 Our publicly filed reports are subject to
review by the SEC, and any significant changes or amendments required as a result of any such review may result in material liability
to us and may have a material adverse impact on the trading price of our common stock.

 The reports of publicly traded
companies are subject to review by the SEC from time to time for the purpose of assisting companies in complying with applicable disclosure
requirements, and the SEC is required to undertake a comprehensive review of a company's reports at least once every three years
under the Sarbanes-Oxley Act of 2002. SEC reviews may be initiated at any time. We could be required to modify, amend, or reformulate
information contained in prior filings as a result of an SEC review, as well as the state in filings that we have inadequate control or
expertise over financial reporting. Any modification, amendment, or reformulation of information contained in such reports could be significant
and result in material liability to us and have a material and adverse impact on the trading price of our common stock.

 We do not anticipate declaring any cash
dividends on our common stock.

 We have never declared or
paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. Our current policy is to retain
all funds and earnings for use in the operation and expansion of our business.

 Maryland anti-takeover provisions and certain
anti-takeover effects of our Charter and Bylaws may inhibit a takeover at a premium price that may be beneficial to our stockholders.

 Maryland anti-takeover provisions
and certain anti-takeover effects of our charter and bylaws may be utilized, under some circumstances, as a method of discouraging, delaying,
or preventing a change of control of our Company at a premium price that would be beneficial to our stockholders. For more detailed information
about these provisions, please see "Anti-takeover Law, Limitations of Liability and Indemnification" as follows:

 Business Combinations

 Under the Maryland General
Corporation Law, some business combinations, including a merger, consolidation, share exchange, or, in some circumstances, an asset transfer
or issuance or reclassification of equity securities, are prohibited for a period of time and require an extraordinary vote. These transactions
include those between a Maryland corporation and the following persons (a Specified Person):

 An interested stockholder
who is defined as any person (other than a subsidiary) who beneficially owns 10% or more of the corporation's voting stock or who
is an affiliate or an associate of the corporation who, at any time within a two-year period prior to the transaction, was the beneficial
owner of 10% or more of the voting power of the corporation's voting stock; or an affiliate of an interested stockholder.

 A person is not an interested
stockholder if the board of directors approves in advance the transaction by which the person otherwise would have become an interested
stockholder. The board of directors of a Maryland corporation also may exempt a person from these business combination restrictions prior
to the time the person becomes a Specified Person and may provide that its exemption be subject to compliance with any terms and conditions
determined by the board of directors. Transactions between a corporation and a Specified Person are prohibited for five years after the
most recent date on which such stockholder becomes a Specified Person. After five years, any business combination must be recommended
by the board of directors of the corporation and approved by at least 80% of the votes entitled to be cast by holders of voting stock
of the corporation and two-thirds of the votes entitled to be cast by holders of shares other than voting stock held by the Specified
Person with whom the business combination is to be effected, unless the corporation's stockholders receive a minimum price as defined
by Maryland law and other conditions under Maryland law are satisfied.

 A Maryland corporation may
elect not to be governed by these provisions by having its board of directors exempt various Specified Persons, by including a provision
in its charter expressly electing not to be governed by the applicable provision of Maryland law, or by amending its existing charter
with the approval of at least 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation
and two-thirds of the votes entitled to be cast by holders of shares other than those held by any Specified Person. Our Charter does not
include any provision opting out of these business combination provisions.

 Control Share Acquisitions

 The Maryland General Corporation
Law also prevents, subject to exceptions, an acquirer who acquires sufficient shares to exercise specified percentages of the voting power
of a corporation from having any voting rights except to the extent approved by two-thirds of the votes entitled to be cast on the matter
not including shares of stock owned by the acquiring person, any directors who are employees of the corporation and any officers of the
corporation. These provisions are referred to as the control share acquisition statute.

 The control share acquisition
statute does not apply to shares acquired in a merger, consolidation, or share exchange if the corporation is a party to the transaction,
or to acquisitions approved or exempted prior to the acquisition by a provision contained in the corporation's charter or bylaws.
Our Bylaws include a provision exempting us from the restrictions of the control share acquisition statute, but this provision could be
amended or rescinded either before or after a person acquired control shares. As a result, the control share acquisition statute could
discourage offers to acquire our common stock and could increase the difficulty of completing an offer.

 Board of Directors

 The Maryland General Corporation
Law provides that a Maryland corporation which is subject to the Exchange Act and has at least three outside directors (who are not affiliated
with an acquirer of the company) under certain circumstances may elect by resolution of the board of directors or by amendment of its
charter or bylaws to be subject to statutory corporate governance provisions that may be inconsistent with the corporation's charter
and bylaws. Under these provisions, a board of directors may divide itself into three separate classes without the vote of stockholders
such that only one-third of the directors are elected each year. A board of directors classified in this manner cannot be altered by amendment
to the charter of the corporation. Further, the board of directors may, by electing to be covered by the applicable statutory provisions
and notwithstanding the corporation's charter or bylaws:

 provide that a special meeting of stockholders will be called only at the request of stockholders entitled to cast at least a majority of the votes entitled to be cast at the meeting;

 reserve for itself the right to fix the number of directors;

 provide that a director may be removed only by the vote of at least two-thirds of the votes entitled to be cast generally in the election of directors; and

 retain for itself the sole authority to fill vacancies created by an increase in the size of the board or the death, removal, or resignation of a director.

 In addition, a director elected
to fill a vacancy under these provisions serves for the balance of the unexpired term instead of until the next annual meeting of stockholders.
A board of directors may implement all or any of these provisions without amending the charter or bylaws and without stockholder approval.
Although a corporation may be prohibited by its charter or by resolution of its board of directors from electing any of the provisions
of the statute, we have not adopted such a prohibition. We have adopted a staggered board of directors with three separate classes in
our charter and given the board the right to fix the number of directors, but we have not prohibited the amendment of these provisions.
The adoption of the staggered board may discourage offers to acquire our common stock and may increase the difficulty of completing an
offer to acquire our stock. If our Board chooses to implement the statutory provisions, it could further discourage offers to acquire
our common stock and could further increase the difficulty of completing an offer to acquire our common stock.

 Effect of Certain Provisions of our Charter and Bylaws

 In addition to the Charter
and Bylaws provisions discussed above, certain other provisions of our Bylaws may have the effect of impeding the acquisition of control
of our Company by means of a tender offer, proxy fight, open market purchases, or otherwise in a transaction not approved by our Board
of Directors. These provisions of the Bylaws are intended to reduce our vulnerability to an unsolicited proposal for the restructuring
or sale of all or substantially all of our assets or an unsolicited takeover attempt, which our Board believes is otherwise unfair to
our stockholders. These provisions, however, also could have the effect of delaying, deterring, or preventing a change in control of our
Company.

 Our Bylaws provide that with
respect to annual meetings of stockholders, (i) nominations of individuals for election to our Board of Directors and (ii) the proposal
of business to be considered by stockholders may be made only pursuant to our notice of the meeting, by or at the direction of our Board
of Directors, or by a stockholder who is entitled to vote at the meeting and has complied with the advance notice procedures set forth
in our Bylaws.

 Special meetings of stockholders
may be called only by the chief executive officer, the board of directors or the secretary of our Company (upon the written request of
the holders of a majority of the shares entitled to vote). At a special meeting of stockholders, the only business that may be conducted
is the business specified in our notice of meeting. With respect to nominations of persons for election to our Board of Directors, nominations
may be made at a special meeting of stockholders only pursuant to our notice of meeting, by or at the direction of our Board of Directors,
or if our Board of Directors has determined that directors will be elected at the special meeting, by a stockholder who is entitled to
vote at the meeting and has complied with the advance notice procedures set forth in our Bylaws.

 These procedures may limit
the ability of stockholders to bring business before a stockholders meeting, including the nomination of directors and the consideration
of any transaction that could result in a change in control and that may result in a premium to our stockholders.

 Our executive officers
and large shareholders concentrated insider ownership of our common stock, which will limit your influence on corporate matters.

 As of June 20, 2025, our executive
officers and largest shareholders beneficially owned 21.01% based on 83,891,586 outstanding shares of common stock. As a result, our insiders
have the ability to influence our management and affairs through the election and removal of our Board and all other matters requiring
stockholder approval, including any future merger, consolidation, or sale of all or substantially all of our assets. This concentrated
voting power could discourage others from initiating any potential merger, takeover or other change-of-control transaction that may otherwise
be beneficial to our stockholders. Further, this concentrated insider ownership will limit the practical effect of your influence over
our business and affairs, through any stockholder vote or otherwise. Any of these effects could depress the price of our common stock.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 Risk Management and Strategy

 At IGC, we are committed to
maintaining the confidentiality, integrity, and availability of our information systems and data. As part of this commitment, we have
implemented a comprehensive cybersecurity program to protect against unauthorized access, use, disclosure, modification, or destruction
of our information assets. We are committed to ensuring the security and protection of our company's information assets and the
personal information of our employees, customers, and stakeholders.

 We recognize that cybersecurity
threats are constantly evolving and have the potential to cause significant harm to our company and our stakeholders. In order to address
these risks, we have established a cybersecurity risk management framework that is aligned with industry best practices and regulatory
requirements.

 Our program includes regular
risk assessments, vulnerability management, access controls, incident response planning, and employee training and awareness programs.
We also work closely with third-party service providers to ensure that they are meeting our cybersecurity standards.

 In the event of a cybersecurity
incident, we have established procedures for prompt investigation, containment, and remediation to minimize the impact on our operations
and stakeholders. We believe that our cybersecurity program is robust and effective, and we will continue to invest in and improve our
capabilities to address evolving threats, although there can be no assurance, that our cybersecurity program will prevent all incidents.
We are committed to transparency and will provide updates on any material cybersecurity incidents that may impact our company or our stakeholders.

 During Fiscal year ended March
31, 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our
business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity
threats, or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these
risks, see Part I, Item 1A, "Risk Factors" in this Annual Report on Form 10-K.

 Governance

 Our board of directors addresses
the Company's cybersecurity risk management as part of its general oversight function. The board of directors' audit committee
is responsible for overseeing Company's cybersecurity risk management processes, including oversight and mitigation of risks from
cybersecurity threats.

 Our cybersecurity risk assessment
and management processes are implemented and maintained by certain Company management, including our IT Lead. Our IT Lead has 5 years
of experience in roles that include oversight of cybersecurity risk management programs. In addition, the IT Lead is assisted by an external
agency with about 15 years of expertise in cybersecurity.

 Our IT Lead is responsible
for hiring appropriate personnel, helping to integrate cybersecurity risk considerations into the Company's overall risk management
strategy, communicating key priorities to relevant personnel, helping prepare for cybersecurity incidents, approving cybersecurity processes,
and reviewing security assessments and other security-related reports.

 Our cybersecurity incident
response processes are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances, including
the CEO, who help the Company mitigate and remediate cybersecurity incidents of which they are notified. In addition, the Company's
incident response processes include reporting to the audit committee for certain cybersecurity incidents.

 The audit committee will receive
periodic reports from our management concerning cybersecurity issues, including certain threats and risks and the processes the Company
has implemented to address them, as applicable. The audit committee also has access to various reports, summaries or presentations related
to cybersecurity threats, risk, and mitigation.

 ITEM 2. PROPERTIES

 Our corporate headquarters
is located in Potomac, Maryland. We own approximately 40,000 square feet of property used for general management and R&D operations.
In addition, we are leasing, through September 2025, approximately 16,000 square feet in Vancouver, Washington, for manufacturing, sales,
and distribution of our Life Sciences segment products and services. In addition, we own and have short-term lease facilities in the U.S.
and India that are used for sales, storage, accounting, management, and R&D. The Company believes its existing facilities and equipment,
which are used by all reportable segments, are in good operating condition and suitable for conducting its business.

 We own approximately 5 acres
of land in India, classified as "Asset Held for Sale" as on March 31, 2025. Please refer, Note 6 – "Property,
Plant and Equipment", for more information on Part II, Item 8.

 ITEM 3. LEGAL PROCEEDINGS

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

 As of March 31, 2025, the
following material litigation is pending:

 Engineering and Consulting
Group SAS et al. v IGC Pharma Inc., case file no. 110016000050202247710 (Prosecutor's Office 393 Sectional Economic Crimes Unit, Bogota,
Colombia). The Company and the ECG corporation are in a contractual dispute. The Company filed a complaint against four (4) individuals
with the Prosecutor's Office 393 Sectional Economic Crimes Unit, Bogota, Colombia, under file no. 110016000050202247710 for charges of
fraud, falsification of a private document, and conspiracy to commit a crime. The complaint was filed in 2022. In December 2023, the case
was reviewed by the investigator and scheduled and accepted for a hearing by the prosecutor in calendar 2024. During the fiscal year ended
2025, the Company met with the prosecutors and pressed the urgency of moving the case through the legal system.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT ' S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our common stock is listed
on the NYSE American under "IGC" symbol with CUSIP number 45408X308. The common stock of the Company is also quoted on the
Frankfurt, Berlin, and Stuttgart (XETRA2) stock exchanges in Germany (ticker symbol: IGS1). We also have 91,472 units outstanding that
can be separated into common stock. Ten units may be separated into one share of common stock. The unit holders are requested to contact
the Company or our transfer agent, Continental Stock Transfer & Trust, to separate their units into common stock.

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

 Securities authorized for issuance under equity compensation plans

 The following table shows,
as of March 31, 2025, information regarding outstanding awards available under our compensation plans (including individual compensation
arrangements) under which our equity securities may be delivered.

 Plan category

 (a)
 securities
 to be
 issued upon
 exercise of
 outstanding
 options,
 warrants
 and
 rights

 (b)
 Weighted-
 average
 exercise
 price of
 outstanding
 options,
 warrants and
 rights

 (c)
 securities
 available for
 future
 issuance
 (excluding
 shares in
 column (a)

 Equity compensation plans approved by security holders:

 2018 Omnibus Incentive Plan (1)

 2,106

 $

 0.34

 1,821

 Special Grant (2)

 9,203

 $

 0.51

 4,224

 (1)
 Consists of our 2018 Omnibus Incentive Plans, as approved by our stockholders on November 8, 2017. See
Note 14, "Stock-Based Compensation" of the Notes to the Consolidated Financial Statements included in this report.

 (2)
 Consists of 2 million shares as a special grant of common stock, as approved by our stockholders on January
7, 2020, 2.5 million shares as a special grant of common stock, as approved by our stockholders on January 11, 2021, 3.5 million shares
as a special grant of common stock, as approved by our stockholders on October 15, 2021, 3 million shares as a special grant of common
stock, as approved by stockholders on September 9, 2022, 3 million shares as special grant of common stock, as approved by stockholders
on August 18, 2023 and 5 million shares as special grant of common stock, as approved by stockholders on August 23, 2024.

 Holders of Record

 As of June 20, 2025, we had
approximately 46 registered shareholders of record of our common stock and 2 registered unit holders. The number of record holders does
not include persons who held our common stock in nominee or "street name" accounts through brokers. Continental Stock Transfer
& Trust Company is the transfer agent and registrar for our common stock.

 Dividend policy

 We have not declared or paid
any dividends on our common stock. We currently anticipate that we will retain future earnings, if any, for the development, operation,
and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determinations
related to the dividend policy will be made at the discretion of our Board of Directors.

 Unregistered sales of equity securities

 In the first quarter of Fiscal
2026, the Company entered into a Share Purchase Agreement (the 2025 SPA) with multiple investors, relating to the sale and issuance by
our company to investors of an aggregate of 2,803,333 shares of our common stock, for a total purchase price of $841,000, or $0.30 per
share, subject to the terms and conditions set forth in the 2025 SPA. The investment is subject to customary closing conditions, including
NYSE approval. As per the 2025 SPA, the investor received piggyback registration rights subject to certain restrictions. Shares are intended
to be exempt from registration under the Securities Act, by virtue of the provisions of Section 4(a)(2) of Securities Act.

 Purchases of equity securities by the issuer and affiliated purchasers

 None.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT ' S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

 The following is a discussion
and analysis of the consolidated statement of operations, liquidity, and capital resources, and a summary of cash flows, which apply to
Fiscal 2025, ending on March 31, 2025, and Fiscal 2024, ending on March 31, 2024. These statements should be read in conjunction with
our consolidated financial statements and the related notes that appear elsewhere in this Annual Report on Form 10-K.

 In addition to historical
information, this report contains forward-looking statements that involve risks and uncertainties that may cause our actual results to
differ materially from the plans and results discussed in forward-looking statements. We encourage you to review the risks and uncertainties
discussed in the sections entitled Item 1A. "Risk Factors" and "Forward-Looking Statements" are included at the
beginning of this Annual Report on Form 10-K.

 The risks and uncertainties
can cause actual results to differ significantly from those in our forward-looking statements or implied in historical results and trends.
We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are
made. We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such
statements to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based,
or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

 Overview

 IGC Pharma, a clinical-stage
pharmaceutical company developing treatments for Alzheimer's disease (AD) and related neurodegenerative conditions, is committed
to transforming patient care by seeking to offer faster-acting and more effective solutions. The Company's research and development
efforts are centered on addressing some of the most challenging and underserved symptoms of Alzheimer's, with the lead investigational
candidate, IGC-AD1, positioned at the forefront of this strategy. It is designed to treat agitation in Alzheimer's dementia, a common
and difficult-to-manage neuropsychiatric symptom that significantly impacts millions of patients' well-being and caregiver burden.

 The Global Economic Environment

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

 Clinical Trial Operational Excellence

 As part of our commitment
to operational discipline and patient-centric innovation, we continue to focus not only on the scientific rigor of our clinical trials
but also on their cost-effectiveness. For our Phase 2 trial of IGC-AD1, we have successfully optimized trial operations to bring the cost
per patient enrolled to approximately $70 thousand.

 This represents a significant
improvement over industry norms for Alzheimer's trials, where average per-patient costs can exceed $100 thousand to $150 thousand,
according to multiple industry benchmarks for mid-stage neurodegenerative clinical trials. These efficiencies reflect our strategic use
of:

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

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

 Technology-enabled
 patient recruitment and monitoring

 By keeping trial costs below
market averages while maintaining robust clinical standards, we believe we are well-positioned to deliver high-quality data and extend
our cash runway, both critical to de-risking our development timeline and enhancing shareholder value, although there can be no assurance
thereof.

 Clinical Trial Updates

 On
March 26, 2025, the Company announced additional positive interim results from its ongoing Phase 2 clinical trial on IGC-AD1, an investigational
treatment for agitation in dementia due to AD. The results suggest that IGC-AD1 may decrease the frequency and/or severity of
sleep disturbances and nighttime behaviors. Based on the interim analysis at week 2, sleep disturbance was reduced
by about 71% (p=.012) and at week 6, about 78% (p=.02) for those on the active medication. These values indicate a clinical
and statistically significant reduction in sleep disturbances among Alzheimer's patients receiving the active medication
compared to placebo, as measured by the Neuropsychiatric Inventory (NPI-12) Sleep Subscale.

 During fiscal 2025, the Company
expanded the CALMA Phase 2 trial by adding 13 prestigious research sites, including Miami Jewish Health and Butler Hospital's Memory
and Aging Program, to accelerate patient enrollment and diversify the study population.

 Based on the interim results, the secondary endpoint showed a clinically significant reduction, approaching statistical significance, in agitation in Alzheimer's at week two compared to placebo. CMAI LS mean difference at week 2, assessing early response, was -12.19 with an ES of 0.79 (p=.071).

 Table 2:- Interim CMAI Results for Week
2 and Week 6

 Week 2

 Week 6 (EOT)

 Scale

 LS Mean Change (95% CI)

 p value

 Cohen's d

 LS Mean Change (95% CI)

 p value

 Cohen's d

 CMAI

 -12.19 (-25.52, 1.14)

.071

 0.79

 -10.46 (-20.53, -0.4)

.042

 0.79

 Interim data from our Phase
2 trial of IGC-AD1 for agitation in Alzheimer's disease show a statistically significant improvement in symptoms compared to placebo
over six weeks, as measured by the Cohen-Mansfield Agitation Inventory (CMAI). IGC-AD1 demonstrated a large effect size (Cohen's
d = 0.79) and showed improvement as early as Week 2. For context, Brexpiprazole (Rexulti), the currently approved therapy showed separation
from placebo only by Week 6, based on published trial data.

 In addition to efficacy, IGC-AD1 has shown a favorable safety profile
to date. As of the 6-week interim analysis:

 No
serious adverse events (SAEs) were reported

 No
adverse events (AEs) led to treatment discontinuation

 No
deaths occurred in the treatment or placebo arms

 While cross-trial comparisons must be interpreted with caution due
to differences in trial design and patient populations, these findings suggest that IGC-AD1 may offer faster symptom relief with a potentially
improved safety profile compared to the currently approved therapy.

 The Phase 2 trial remains ongoing to complete 146 patients.

 Business Updates

 On January 21, 2025, the Company appointed Terry McAuliffe, the 72 nd Governor of Virginia, as a strategic advisor. Governor McAuliffe's extensive leadership experience across public and private sectors will play a pivotal role in advancing IGC Pharma's mission to redefine Alzheimer's care and position for growth in the biotechnology and pharmaceutical industries.

 Through Fiscal 2025 the Company raised over $4.64 million through different private equity placement SPAs and the ATM. Please refer to Note 13 – "Securities" for more information.

 Results of Operations

 Fiscal 2025 compared to Fiscal 2024

 The following table presents an overview of our
results of operations for Fiscal 2025 and Fiscal 2024:

 Statement of Operations (in thousands, audited)

 Fiscal

 2025
 ($)

 2024
 ($)

 ($)

 Percent

 1,271

 1,345

 (74

)

 (6

)%

 Cost of revenue

 (652

)

 (612

)

 (40

)

 %

 Gross profit

 (114

)

 (16

)%

 Selling, general, and administrative expenses

 (4,410

)

 (6,758

)

 2,348

 (35

)%

 Research and development expenses

 (3,655

)

 (3,773

)

 (3

)%

 Operating loss

 (7,446

)

 (9,798

)

 2,351

 (24

)%

 Impairment Loss on PPE

 -

 (3,345

)

 3,345

 (100

)%

 Other income, net

 %

 Loss before income taxes

 (7,121

)

 (13,000

)

 5,878

 (45

)%

 Income tax expense/benefit

 -

 -

 -

 -

 Net loss attributable to common stockholders

 (7,121

)

 (13,000

)

 5,878

 (45

)%

 Revenue – During
Fiscal 2025, the Company's revenue decreased by $74 thousand from $1.3 million in Fiscal 2024 to $1.2 million in Fiscal 2025. The
primary source of revenue in both years was from the Life Sciences segment, encompassing the sale of our formulations as white-labeled
manufactured products, among others. Fiscal 2024, the Company also generated $164 thousand in revenue from the Infrastructure business.
However, in Fiscal 2025, revenue from Infrastructure was nil due to the completion of all infrastructure projects. Excluding Infrastructure,
revenue from the Life Sciences segment increased from $1181 thousand in Fiscal 2024 to $1271 thousand in Fiscal 2025. Our core focus is
on advancing IGC-AD1, the completion of the Phase 2 trial, and development of MINT-AD for early diagnosis of Alzheimer's. In the
future, our revenue from white label may not increase as we allocate more resources to expanding our core pharma focused programs.

 Cost of revenue –
The cost of revenue amounted to approximately $652 thousand for Fiscal 2025, compared to $612 thousand utin Fiscal 2024, this represents
a gross margin of 49% and 54%, respectively. The cost of revenue is primarily attributable to the cost of raw materials, labor, and other
direct overheads required to produce our products and services in both segments. The slight decrease in gross margin is attributed to
the Company's strategic efforts to develop new formulations using a broader range of active ingredients, which, while affecting
margins in the short term, are expected to open new commercial avenues in the long term.

 Selling, general, and
administrative (SG&A) expenses –SG&A expenses primarily encompass various costs such as employee-related expenses,
sales commissions, professional fees, legal fees, marketing expenses, other corporate expenses, allocated general overhead,
provisions, depreciation, and write-offs related to doubtful accounts and advances. For Fiscal 2025, the Company reported SG&A
expenses of approximately $4.4 million, representing a decrease of approximately $2.3 million, or 35%, compared to the $6.7 million
recorded in Fiscal 2024. This significant decline in SG&A expenses is attributable to the Company's focused efforts to
optimize corporate-level operational efficiency by lowering employee–related costs due to headcount alignment and compensation
restructuring, implementing better inventory management systems, and reducing spending on legal and professional services through
more efficient vendor management. In a demonstration of cost and cash discipline, management elected to convert approximately $750
thousand in accrued bonuses into performance-based compensation, payable only upon the achievement of defined business milestones,
which also align with shareholder interest. These optimizations allowed the Company to preserve capital and extend its operational
runway while maintaining the infrastructure necessary to support clinical development and strategic initiatives.

 Research and Development
(R&D) expenses – R&D expenses were primarily associated with the Life Sciences segment, reflecting the Company's
investment in R&D activities. In Fiscal 2025, the Company reported R&D expenses of approximately $3.7 million, representing
a decrease of $118 thousand or 3% compared to approximately $3.8 million in Fiscal 2024. The R&D expenses is primarily attributed
to the progression of Phase 2 trials on IGC-AD1 and pre-clinical studies on TGR-63, indicating the Company's dedication to advancing
its product pipeline. As the development of TGR-63 and the Phase 2 trial on Alzheimer's gains momentum, the Company anticipates
increase in R&D expenses.

 Impairment loss on Property,
Plant, and Equipment (PPE) – During Fiscal 2025, there was no impairment loss on PPE. During Fiscal 2024, as the Company focused
on liquidating all non-operating assets to reduce the cost and generate cash, the Company impaired the land situated in Nagpur, India,
by approximately $3.3 million to $720 thousand from $4.1 million.

 Other Income, net –
During Fiscal 2025, the Company reported approximately $325 thousand in other income, which represents an increase of approximately $182
thousand as compared to the $143 thousand recorded in Fiscal 2024. The increase in other income is attributable to the tax credit of $194
thousand.

 Liquidity and capital resources

 Our sources of liquidity are
cash and cash equivalents, funds raised through the ATM offering, cash flows from operations, short-term and long-term borrowings, and
short-term liquidity arrangements. The Company continues to evaluate various financing sources and options to raise working capital to
help fund current research and development programs and operations. The Company does not have any material long-term debt, capital lease
obligations, or other long-term liabilities except as disclosed in this report. Please refer to Note 12, "Commitments and contingencies",
Note 11, "Loans and Other Liabilities," and Note 9, "Leases" in Item 1 of this report for further information
on the Company's commitments and contractual obligations.

 Pursuant to the Master Loan
and Security Agreement (the Credit Agreement) with O-Bank, Co., Ltd., the Company successfully obtained a working capital credit facility
totaling $12 million and, in addition, raised approximately $4.64 million in exchange for approximately 14.2 million shares. 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,
although there can be no assurance that such financing efforts will be successful or as to any private placement or the terms of such
offering. Any equity issuances would be dilutive to shareholders. Please refer to Note 13 – "Securities", for more information.

 On July 29, 2024, the Company
entered into an amendment to extend the Credit Agreement, effective July 8, 2024. The amendment extends the term of the Credit Agreement,
which was set to expire, under the same terms and conditions as previously disclosed on the Company's Current Report on Form 8-K
filed with the Securities Exchange Commission on July 7, 2023, with the exception of a reduction in the facility fees from $120,000 to
$84,000. All other material terms of the Loan Agreement remain unchanged.

 As disclosed in Subsequent Events, on June 24, 2025, IGC Pharma, Inc.
("IGC" or the "Company") entered into an amendment to extend its existing Master Loan and Security Agreement along
with the General Banking Facility Letter (collectively called the "Loan Agreement") with O-Bank, CO., LTD., a banking corporation
incorporated under the laws of Taiwan, as administrative agent and lender (the "Lender'), effective June 24, 2024. The amendment
extends the term of the Loan Agreement, which was set to expire, under the same terms and conditions as previously disclosed on the Company's
Current Report on Form 8-K filed with the Securities Exchange Commission on August 2, 2024, with the exception of i) a reduction in the
facility fees from $84,000 to $48,000 and ii) interest, calculated according to the interest rate mentioned in the Certificate of Deposit,
as the case may be, plus an applicable margin of 1.2%, instead of 1%. All other material terms of the Loan Agreement remain unchanged.

 On October 27, 2023, the Company
entered into a Sales Agreement (the Sales Agreement) with A.G.P./Alliance Global Partners (the Agent) pursuant to which the Company may
offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common stock having an aggregate
offering price of up to $60 million, subject to certain limitations on the amount of Common Stock that may be offered and sold by the
Company set forth in the Sales Agreement (the Offering). As of March 31, 2025 the Company has sold approximately $2.1 million, under the
Sales Agreement.

 On March 22, 2024, the Company
entered into a Share Purchase Agreement (the March 2024 SPA) with Bradbury Strategic Investment Fund A, resulting in approximately $3
million in gross proceeds. During the quarter ended June 30, 2024, the Company issued approximately 8.8 million shares of unregistered
common stock at a price of $0.34 per share. Shares are intended to be exempt from registration under the Securities Act of 1933, as amended
(the Securities Act), by virtue of the provisions of Section 4(a)(2) of Securities Act and Regulation D and/or Regulation S adopted thereunder.
During fiscal 2024, the Company had received $500 thousand of the total $3 million due under the March 2024 SPA, while the remaining $2.5
million was received in, the Company has sold approximately $2.1 million April 2024. Please refer to Note 13 – "Securities",
for more information.

 On
September 25, 2024, the Company entered into the 2024 Share Purchase Agreement (the "September 2024 SPA") with Moran Global
Strategies, Inc., a Virginia corporation ("MGS"), which is owned by James Moran, a director of IGC, relating to the sale
and issuance by our company to the investors of an aggregate of 588,235 shares of our common stock, for a total purchase price of $200,000,
or $0.34 per share, subject to the terms and conditions set forth in the September 2024 SPA. The investment is subject to customary closing
conditions, including NYSE approval. As per the September 2024 SPA, the investor received piggyback registration rights subject to certain
restrictions. Shares are intended to be exempt from registration under the Securities Act by virtue of the provisions of Section 4(a)(2)
of Securities Act.

 In
the first quarter of Fiscal 2026, the Company entered into the 2025 Share Purchase Agreement with multiple investors, relating to the
sale and issuance by our company to the investors of an aggregate of 2,803,333 shares of our common stock, for a total purchase price
of $841,000, or $0.30 per share, subject to the terms and conditions set forth in the 2025 SPA. The investment is subject to customary
closing conditions, including NYSE approval. As per the 2025 SPA, the investor received piggyback registration rights subject to certain
restrictions.

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

 Please
refer to Item 1A. "Risk Factors" for further information on the risks related to the Company.

 (in thousands, audited)

 As of

2025

($)

 As of

2024

 ($)

($)

 Percent

 Cash, cash equivalents

 1,198

 (793

)

 (66

)%

 Working capital

 1,365

 (726

)

 (53

)%

 Cash
and cash equivalents

 Cash
and cash equivalents decreased by approximately $793 thousand to $405 thousand in Fiscal 2025 from $1.2 million in Fiscal 2024, a decrease
of approximately 66%. This is discussed in the summary of cash flows, as follows:

 (in thousands, audited)

 Fiscal

 2025

($)

 2024

($)

 ($)

 Percent

 Cash used in operating activities

 (4,794
)

 (5,199
)

 (8
)%

 Cash used in investing activities

 (442
)

 (317
)

 (126
)

 %

 Cash provided by financing activities

 4,451

 3,524

 %

 Effects of exchange rate changes on cash and cash equivalents

 (7
)

 (6
)

 (1
)

 %

 Net decrease in cash and cash equivalents

 (792
)

 (1,998
)

 1,206

 (60
)%

 Cash and cash equivalents at the beginning of the period

 1,198

 3,196

 (1,998
)

 (63
)%

 Cash and cash equivalents at the end of the period

 1,198

 (792
)

 (66
)%

 Operating
Activities

 Net
cash used in operating activities for Fiscal 2025 was approximately $4.8 million. It consists of a net loss of approximately $7.1 million,
a positive impact on cash due to non-cash expenses of approximately $2.3 million, and changes in operating assets and liabilities of
approximately $70 thousand. Non-cash expenses consist of an amortization and depreciation charge of approximately $618 thousand, stock-based
expenses of approximately $1.6 million, impairment loss of approximately $152 thousand and an approximately $12 thousand decrease in
other non-cash items. In addition, changes in operating assets and liabilities had a positive impact of approximately $70 thousand on
cash, of which approximately $180 thousand is due to an adjustment in inventory, approximately $107 thousand increase in accounts payable,
approximately $187 decrease in deposit and advances, approximately $195 thousand decrease in accrued and other current liabilities, approximately
$100 thousand increase in operating lease assets, and approximately $75 thousand increase in other net current assets.

 Net
cash used in operating activities for Fiscal 2024 was approximately $5.2 million. It consists of a net loss of approximately $13 million,
a positive impact on cash due to non-cash expenses of approximately $5.9 million, and changes in operating assets and liabilities of
approximately $1.9 million. Non-cash expenses consist of an amortization and depreciation charge of approximately $637 thousand, stock-based
expenses of approximately $1.7 million, impairment loss of approximately $3.4 million, and an approximately $49 thousand decrease in
other non-cash items. In addition, changes in operating assets and liabilities had a positive impact of approximately $1.9 million on
cash, of which approximately $1 million is due to an adjustment in inventory, approximately $243 thousand increase in accounts payable,
approximately $315 thousand increase in claims and advances and approximately $328 thousand increase in other net current assets.

 Investing
Activities

 Net
cash used in investing activities for Fiscal 2025, was approximately $442 thousand, which comprises approximately $370 thousand for the
acquisition and development of intangible assets, and approximately $72 thousand from the net purchase of property, plant, and equipment.

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

 Financing
Activities

 Net
cash provided by financing activities was approximately $4.4 million for Fiscal 2025, which comprises net proceeds from the issuance
of equity stock of approximately $4.4 million and re-payment of a long-term loan of approximately $3 thousand.

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

 Critical
Accounting Policies and Estimates

 The
preparation of financial statements and related disclosures in conformity with U.S. GAAP and the Company's discussion and analysis
of its financial condition and operating results require the Company's management to make judgments, assumptions, and estimates
that affect the amounts reported in its consolidated financial statements and accompanying notes. We base our estimates on historical
experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Actual results
may differ from these estimates, and such differences may be material. For further information on significant accounting policies, see
discussion in Note 2 to the consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

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

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:

 I.
Identify the contract with the customer.

 II.
Identify the contractual performance obligations.

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

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

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

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

 In
the Life Sciences segment, the revenue from the wellness and lifestyle business is recognized once goods have been sold to the customer
and the performance obligation has been completed. In retail sales, we offer consumer products through our online stores. Revenue is
recognized when control of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier
or to the customer directly. Revenue from 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 2025 and 2024 are as follows:

 (in

Year ended March 31,

 2025

($)

 2024

($)

 Wellness and lifestyle (1)

 White labeling services (2)

 1,158

 Other (3)

 -

 Total

 1,271

 1,345

 (1)
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.

 (2)
from white label services consists of rebranding our formulations or the customer's products as per the customer's requirement.

 (3)
 Other
consists of income from the rental of heavy construction equipment and the execution of contracts directly or through subcontractors.

 Property,
plant, and equipment

 Property, plant, and equipment
are recorded at cost, net of accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful
lives of the assets. Please refer to Note 2, "Significant accounting policies" and Note 6, "Property, plant, and equipment"
of Item 8 in this document, for more information. Property, plant, and equipment are reviewed for impairment when events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable. If property, plant, and equipment are considered to be
impaired, an impairment loss is recognized.

Fiscal 2025, there was no impairment loss on PPE. During Fiscal 2024, as the Company focused on liquidating all non-operating assets
to reduce costs and generate cash, the Company impaired the land situated in Nagpur, India, by approximately $3.3 million to $720 thousand
from $4.1 million. The Company believes it can sell the above-said non-operating land as it is without any improvement. Selling this
land will give immediate cash, which the company can use in its operating segments.

 Software
Development Costs

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

 1.
 A
 clinical data management platform designed for the collection, analysis, and real-time
 monitoring of clinical trial data; and;

 2.
 A
 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.

 In
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.

 Capitalized
costs include direct labor, third-party development services, cloud computing infrastructure directly related to model development and
deployment, and associated overhead. These costs are amortized on a straight-line basis over their estimated useful lives, typically
 five to ten years, beginning when the software is ready for its intended commercial use.

Fiscal 2024, the Company began working on overlaying machine learning technologies and Artificial Intelligence (AI) into the internal
clinical trial software framework for trial management with the expectation that this can lead to improved decision-making, contextual
data entry, computational models, trial design (Phase 3), and data analysis, the company believes it is probable that the project will
be completed and the software will be used to perform the function intended. As of Fiscal year ended 2025, the Company capitalized approximately
$863 thousand in software development costs. Please refer to Note 5, "Intangible Assets," for more information.

 Foreign
currency translation

 IGC
operates in India, U.S., and Colombia, and a substantial portion of the Company's financials are denominated in the Indian Rupee
(INR), or the Colombian Peso (COP). As a result, changes in the relative values of the U.S. Dollar (USD), the INR, or the COP affect
financial statements.

 The
accompanying financial statements are reported in USD. The INR, and COP are the functional currencies for certain subsidiaries of the
Company. The translation of the functional currencies into U.S. dollars is performed for assets and liabilities using the exchange rates
in effect at the balance sheet date and for revenues and expenses using average exchange rates prevailing during the reporting periods.
Adjustments resulting from the translation of functional currency financial statements to reporting currency are accumulated and reported
as other comprehensive income/(loss), a separate component of shareholders' equity. Transactions in currencies other than the functional
currency during the year are converted into the functional currency at the applicable rates of exchange prevailing when the transactions
occurred. Transaction gains and losses are recognized in the consolidated statements of operations. The exchange rates used for translation
purposes are as follows:

 Period
 End Average Rate

 Period
 End Rate

 Period

 (P&L
 rate)

 (Balance
 sheet rate)

 Year ended March
 31, 2025

 INR

 84.54

 Per

 USD

 INR

 85.45

 Per

 USD

 COP

 4,140.74

 Per

 USD

 COP

 4,200

 Per

 USD

 Year ended March 31, 2024

 INR

 82.79

 Per

 USD

 INR

 83.38

 Per

 USD

 COP

 4,114

 Per

 USD

 COP

 3,862

 Per

 USD

 Cybersecurity

 We
have a cybersecurity policy in place and have implemented tighter cybersecurity measures to safeguard against hackers. Complying with
these security measures and compliances is expected to incur further expenses. In Fiscal 2025 and Fiscal 2024, there were no known or
detected material breaches in cybersecurity.

 Off-balance
sheet arrangements

 We
do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign
currency forward contracts. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated
entity that serves as credit, liquidity, or market risk support to such entity. We do not have any variable interest in an unconsolidated
entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development
services with us.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Index to Consolidated Financial Statements

 Page

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

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 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, 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
of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required
to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit
matters.

 Manohar
Chowdhry & Associates

 Chartered
Accountants

 We
have served as the Company's auditor since 2018.

 Chennai, India

 June 27, 2025

 UDIN: 2523783OBMNTMJ2350

 IGC

 CONSOLIDATED
BALANCE SHEETS

 (In
thousands, except share data)

 2025
 ($)

 2024
 ($)

 ASSETS

 Current assets:

 Cash and cash equivalents

 1,198

 Accounts receivable, net

 1,360

 1,540

 Asset held for sale

 Deposits and advances

 Total current assets

 2,896

 3,705

 Non-current assets:

 Intangible assets, net

 1,852

 1,616

 Property, plant and equipment, net

 3,220

 3,695

 Claims and advances

 Total non-current assets

 5,851

 6,197

 Total assets

 8,747

 9,902

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Accounts payable

 Accrued liabilities and others

 1,374

 1,567

 Total current liabilities

 2,257

 2,340

 Non-current liabilities:

 Long-term loans

 Other liabilities

 Operating lease liability

 Total non-current liabilities

 Total liabilities

 2,417

 2,581

 Commitments and Contingencies – See Note 12

 Stockholders' equity:

 Preferred stock, $ 0.0001 par value: authorized 1,000,000 shares, no shares issued or outstanding as of March 31, 2025, or March 31, 2024.

 Common stock and additional paid-in capital, $ 0.0001 par value: 150,000,000 shares authorized; 80,878,058 and 66,691,195 shares issued and outstanding as of March 31, 2025, and March 31, 2024, respectively.

 130,570

 124,409

 Accumulated other comprehensive loss

 ( 3,496
)

 ( 3,423
)

 Accumulated deficit

 ( 120,744
)

 ( 113,665
)

 Total stockholders' equity

 6,330

 7,321

 Total liabilities and stockholders' equity

 8,747

 9,902

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

 IGC

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

 Years Ended March 31,

 2025

($)

 2024

($)

 1,271

 1,345

 Cost of revenue

 ( 652
)

 ( 612
)

 Gross profit

 Selling, general and administrative expenses

 ( 4,410
)

 ( 6,758
)

 Research and development expenses

 ( 3,655
)

 ( 3,773
)

 Operating loss

 ( 7,446
)

 ( 9,798
)

 Impairment loss on PPE

 -

 ( 3,345
)

 Other income, net

 Loss before income taxes

 ( 7,121
)

)

 Income tax expense/benefit

 -

 -

 Net loss attributable to common stockholders

 ( 7,121
)

)

 Foreign currency translation adjustments

 ( 30
)

 ( 34
)

 Comprehensive loss

 ( 7,151
)

 ( 13,034
)

 Net loss per share attributable to common stockholders:

 Basic and diluted

 $
 ( 0.09
)

 $
 ( 0.22
)

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

 76,517,175

 58,839,868

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

 IGC

 CONSOLIDATED
STATEMENT OF STOCKHOLDERS ' EQUITY

 (in

 Common
 Shares

 Common Stock
 and Additional
 Paid in Capital
 ($)

 Accumulated
 Deficit
 ($)

 Accumulated
 Other
 Comprehensive
 Loss
 ($)

 Total
 Stockholders'
 Equity
 ($)

 Balances as of April 1, 2023

 53,077

 118,965

 ( 100,665
)

 ( 3,389
)

 14,911

 Common stock-based compensation & expenses, net

 3,534

 1,917

 -

 -

 1,917

 Issuance of common stock through offering (net of expenses)

 10,580

 3,027

 -

 -

 3,027

 Share money received but not allotted

 -

 -

 -

 -

 -

 Cancellation/forfeiture of shares

 ( 500
)

 -

 -

 -

 -

 Common stock subscribed

 -

 -

 -

 Other adjustments

 -

 -

 -

 -

 -

 Net loss

 -

 -

)

 -

)

 Foreign currency translation adjustments

 -

 -

 -

 ( 34
)

 ( 34
)

 Balances as of March 31, 2024

 66,691

 124,409

 ( 113,665
)

 ( 3,423
)

 7,321

 Balances as of April 1, 2024

 66,691

 124,409

 ( 113,665
)

 ( 3,423
)

 7,321

 Common stock-based compensation & expenses, net

 -

 1,709

 -

 -

 1,709

 Issuance of common stock through offering (net of expenses)

 14,187

 4,252

 -

 -

 4,252

 Share money received but not allotted

 -

 -

 -

 Cancellation/forfeiture of shares

 -

 -

 -

 -

 -

 Common stock subscribed

 -

 -

 -

 -

 -

 Other adjustments

 -

 -

 ( 43
)

 -

 Net loss

 -

 -

 ( 7,122
)

 -

 ( 7,122
)

 Foreign currency translation adjustments

 -

 -

 -

 ( 30
)

 ( 30
)

 Balances as of March 31, 2025

 80,878

 130,570

 ( 120,744
)

 ( 3,496
)

 6,330

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

 IGC

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 (in

 Years Ended March 31,

 2025

($)

 2024

($)

 Cash flows from operating activities:

 Net loss

 ( 7,121
)

)

 Adjustment to reconcile net loss to net cash:

 Depreciation and amortization

 Provision for bad debt

 Impairment of assets

 3,448

 Common stock-based compensation and expenses, net

 1,640

 1,773

 Profit/Loss on sale of fixed assets, net

 ( 25
)

 ( 44
)

 Changes in:

 Accounts receivables, net

 ( 8
)

 ( 25
)

 1,008

 Deposits and advances

 ( 187
)

 Claims and advances

 Accounts payable

 Accrued and other liabilities

 ( 196
)

 Operating lease liability

 ( 74
)

 ( 123
)

 Net cash used in operating activities

 ( 4,795
)

 ( 5,199
)

 Cash flow from investing activities:

 Purchase of property, plant, and equipment

 ( 112
)

 ( 138
)

 Sale of property, plant, and equipment

 Proceeds from short-term investments

 -

 Acquisition and development of intangible assets

 ( 370
)

 ( 377
)

 Net cash used in investing activities

 ( 442
)

 ( 317
)

 Cash flows from financing activities:

 Net proceeds from the issuance of common stock

 4,454

 3,027

 Proceeds from common stock subscribed

 -

 Repayment of long-term loan

 ( 3
)

 ( 3
)

 Net cash provided by financing activities

 4,451

 3,524

 Effects of exchange rate changes on cash and cash equivalents

 ( 7
)

 ( 6
)

 Net decrease in cash and cash equivalents

 ( 793
)

 ( 1,998
)

 Cash and cash equivalents at the beginning of the period

 1,198

 3,196

 Cash and cash
 equivalents at the end of the period

 1,198

 Supplementary information:

 Non-cash items:

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

 1,640

 1,773

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

 IGC

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 For
Fiscal Years Ended March 31, 2025, and 2024

 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 drug candidates, each targeting
different aspects of the disease. Our product candidate pipeline and anticipated milestones include the following: -

 Asset

 Target
 Indication

 Mechanism
 of Action

 Development
 Stage

 Key
 Milestones

 IGC-
 AD1

 Agitation
 in Alzheimer's dementia

 CB1
 receptor partial agonist; reduces neuroinflammation and restores neurotransmitter balance

 Phase
 2 clinical trial (CALMA study)

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

 TGR-63

 Early
 to moderate Alzheimer's disease

 Disrupts
 amyloid-beta (A) plaque formation; crosses blood-brain barrier

 Demonstrated
 favorable safety profile; advancing towards clinical trials

 LMP

 Alzheimer's
 disease

 Targets
 neuroinflammation, neurotransmitter imbalance, and inflammasome-3

 Bioequivalence
 to IGC-AD1 anticipated in 2025

 IGC-M3

 Early-stage
 Alzheimer's disease

 Inhibits
 A plaque aggregation

 Toxicology
 studies planned for mid-2025

 IGC-1C

 Alzheimer's
 disease and metabolic disorders

 Targets
 tau protein phase separation; potential GLP-1 receptor agonist

 Exhibits
 strong binding affinity to tau protein; potential for weight loss applications

 IGC-1A

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

 Potential
 GLP-1 and GIP receptor agonist; CB1 receptor inverse agonist

 Identified
 through AI modeling; toxicology and dosing studies underway

 This
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.

 As
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. Ltd. 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. Additionally, the Company has offices in Washington state, Colombia, South America, and India.
The Company's filings are available on www.sec.gov.

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. 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. For more information, please
refer to "Note 18 – Segment Information".

 NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES

 a)
Principles of consolidation

 The
consolidated financial statements include the accounts of the Company and all its subsidiaries. Intercompany accounts and transactions
have been eliminated. In the opinion of the Company's management, the consolidated financial statements reflect all adjustments,
which are normal and recurring in nature, necessary for fair financial statement presentation. Transactions between the Company and its
subsidiaries are eliminated in the consolidated financial statements.

 b)
Use of estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the U.S. (U.S. GAAP) requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

 Management
believes that the estimates and assumptions used in the preparation of the consolidated financial statements are prudent and reasonable.
Significant estimates and assumptions are generally used for, but not limited to, allowance for uncollectible accounts receivable; sales
returns; normal loss during production; future obligations under employee benefit plans; the useful lives of property, plant, and equipment;
intangible assets; valuations; impairment of goodwill and investments; recoverability of advances; the valuation of options granted,
and warrants issued; and income tax and deferred tax valuation allowances, if any. Actual results could differ from those estimates.
Appropriate changes in estimates are made as management becomes aware of changes in circumstances surrounding the estimates. Critical
accounting estimates could change from period to period and could have a material impact on IGC's results, operations, financial
position, and cash flows. Changes in estimates are reflected in the financial statements in the period in which changes are made, and
if material, their effects are disclosed in the notes to the consolidated financial statements.

 c)
Revenue recognition

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

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

 I.
Identify the contract with the customer.
 II.
Identify the contractual performance obligations.
 III.
Determine the amount of consideration/price for the transaction.
 IV.
Allocate the determined amount of consideration/price to the contractual obligations.
 V.
Recognize revenue when or as the performing party satisfies performance obligations.

 The
consideration/price for the transaction (performance obligation(s)) is determined as per the agreement or invoice (contract) for the
services and products. 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)
Loss per Share

 The
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.

 The
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.

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

 In
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.

 The
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.

 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 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.

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

 In
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
fiscal 2026. 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.

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

 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, 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.

 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. 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, 2025, had no marketable investments.

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

 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.

 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. 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. Please refer "Note 6 –
Property, Plant, and Equipment" for more information.

 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:

 Level
1: Observable inputs such as quoted prices in active markets;
 Level
2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
 Level
3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 The
carrying amounts of the Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable,
and accrued liabilities, 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. The Company does not anticipate non-performance by the counterparties and, accordingly, does not require collateral. During Fiscal
2025, 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. 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. 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

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

 1.
A clinical data management platform designed for the collection, analysis, and real-time monitoring of clinical trial data; and
 2.
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.

 In
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.

 Capitalized
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
costs. For more information, please refer to Note 5, "Intangible Assets".

 s)

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.

 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, 2025, and 2024, our consolidated
balance sheet reported approximately $ 392 thousand of 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 Costs

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

 The
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.

 u)
Research and Development Expenses

 Research
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:

 Clinical
 trial site payments

 Contract
 research organization (CRO) fees

 Employee
 compensation for R&D personnel

 Regulatory
 and medical affairs consulting

 Laboratory
 supplies and materials

 studies and formulation development

 R&D
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.

 v)
Leases

 Lessor
Accounting

 Under
the current ASU guidance, contract consideration will be allocated to its lease components and non-lease components (such as maintenance).
For the Company as a lessor, any non-lease components will be accounted for under ASC Topic 606, " Revenue from Contracts with
Customers, " unless the Company elects a lessor practical expedient to not separate the non-lease components from the associated
lease component. The amendments in ASU 2018-11 also provide lessors with a practical expedient, by class of underlying asset, to not
separate non-lease components from the associated lease component and, instead, to account for those components as a single component
if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606). To elect the practical expedient,
the timing and pattern of transfer of the lease and non-lease components must be the same and the lease component must meet the criteria
to be classified as an operating lease if accounted for separately. If these criteria are met, the single component will be accounted
for under either Topic 842 or Topic 606 depending on which component(s) are predominant. The lessor practical expedient to not separate
non-lease components from the associated component must be elected for all existing and new leases.

 As
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. All right-of-use assets are reviewed for impairment. There was no impairment for right-of-use lease assets as of
March 31, 2025.

 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. The Company considers the applicability and impact of all ASUs. Newly issued ASUs
not listed are expected to have no impact on the Company's consolidated financial position and results of operations because either
the ASU is not applicable or the impact is expected to be immaterial. Recent accounting pronouncements which may be applicable to us
are described in Note 2, "Significant Accounting Policies" in our Consolidated Financial Statements contained herein in Part
II, Item 8.

 NOTE
3 – INVENTORY

 As of
 2025
 ($)

 As of
 2024
 ($)

 Raw materials

 1,104

 1,099

 Finished goods

 Total

 1,360

 1,540

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.

 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, 2025, and March 31, 2024, our consolidated
balance sheet reported approximately $ 392 thousand of clinical trial-related inventory, respectively.

 NOTE
4 – DEPOSITS AND ADVANCES

 As
of

2025

($)

 As
of

2024

($)

 Advances to suppliers and consultants

 Other receivables and deposits

 Prepaid expense and other current assets

 Total

 The
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.

 NOTE
5 – INTANGIBLE ASSETS

 Amortized intangible assets

 As of
 2025
 ($)

 As of
 2024
 ($)

 Patents

 Other intangibles

 Accumulated amortization

 ( 205
)

 ( 181
)

 Total amortized intangible assets

 Unamortized intangible assets

 Patents

 Software development cost

 Total unamortized intangible assets

 1,493

 Total intangible assets

 1,852

 1,616

 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. 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 note
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
sheet. The expense was recognized in the consolidated statements of operations as part of general and administrative expenses. The Company
continues to evaluate its intellectual property portfolio to ensure alignment with its long-term development and commercialization strategy.

 Estimated amortization expense

 ($)

 For the year ended 2026

 For the year ended 2027

 For the year ended 2028

 For the year ended 2029

 For the year ended 2030

 NOTE
6 – PROPERTY, PLANT, AND EQUIPMENT

 (in thousands, except useful life)

 Useful Life
 (years)

 As of
 2025
 ($)

 As of
 2024
 ($)

 Buildings and facilities

 2,341

 2,303

 Plant and machinery

 5 - 20

 3,087

 3,334

 Computer equipment's

 Office equipment's

 3 - 5

 Furniture and fixtures

 Vehicles

 Total gross value

 5,913

 6,137

 Less: Accumulated depreciation

 ( 2,693
)

 ( 2,442
)

 Total property, plant, and equipment, net

 3,220

 3,695

 The
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.

 Asset
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.

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
deposit. The Company holds the ownership and possession of the said land. For further information, please refer to Note 19- "Subsequent
Events".

 NOTE
7 – LEFT BLANK INTENTIONALLY

 NOTE
8 – CLAIMS AND ADVANCES

 As of
 2025
 ($)

 As of
 2024
 ($)

 Claims receivable (1)

 Non-current deposits

 Total

 (1)
 The
claims receivable is due from different vendors. While the Company has initiated collection proceedings internally or with the appropriate
authorities, it believes receiving the amount in the next 12 months will be challenging because of the time required for collection proceedings.

 NOTE
9 – LEASES

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

 The
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.

 2025
 ($)

 2024
 ($)

 Operating lease costs

 Short term lease costs

 Total lease costs

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

 2025
 ($)

 2024
 ($)

 Assets

 Total lease assets

 Liabilities

 Current liabilities:

 Accrued liabilities and others (current portion – operating lease liability)

 Noncurrent liabilities:

 Operating lease liability (non-current portion – operating lease liability)

 Total lease liability

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

 2025
 ($)

 2024
 ($)

 Cash paid for amounts included in the measurement of lease liabilities

 –Operating cash flows from operating leases

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

 As of March 31, 2025, the following table summarizes the maturity of our lease liabilities:

 Mar-26

 Mar-27

 Mar-28

 -

 Mar-29

 -

 Less: Present value discount

 Total Lease liabilities

 NOTE
10 – ACCRUED LIABILITIES AND OTHERS

 As of
 2025
 ($)

 As of
 2024
 ($)

 Compensation and other contributions

 Provision for expenses

 Short-term lease liability

 Other current liability

 1,003

 Total

 1,374

 1,567

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.

 NOTE
11 – LOANS AND OTHER LIABILITIES

 Loan
as of March 31, 2025:

 On
June 11, 2020, the Company received an Economic Injury Disaster Loan (EIDL) for approximately $ 150 thousand at an annual interest rate
of 3.75 %. The Company must pay principal and interest payments of $ 731 every month beginning June 5, 2021. The SBA will apply each installment
payment first to pay interest accrued to the day SBA receives the payment and will then apply any remaining balance to reduce the principal.
All remaining principal and accrued interest are due and payable 30 years from the date of the loan. 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.

 Other
Liability:

 As of March 31,

 2025

($)

 2024

($)

 Statutory reserve

 Total

 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, 2025, 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. 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, 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: IGC). This security also trades on the Frankfurt, Stuttgart,
and Berlin stock exchanges (ticker symbol: IGS1).

 The
Company also has 91,472 units outstanding that can be separated into common stock. Ten units may be separated into one share of common
stock. The unit holders are requested to contact the Company or our transfer agent, Continental Stock Transfer & Trust, to separate
their units into common stock.

 On
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.

 On
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
approval. As per the September 2024 SPA, the investor received piggyback registration rights subject to certain restrictions. During
the fiscal year ended March 31, 2025, the Company received the purchase price, and the issuance of common stock is in process.

 On
October 27, 2023, the Company entered into a Sales Agreement (the Sales Agreement) with A.G.P./Alliance Global Partners (the Agent) pursuant
to which the Company may offer and sell, from time to time, through the Agent, as sales agent and/or principal, shares of its common
stock, having an aggregate offering price of up to $ 60 million, subject to certain limitations on the amount of common stock that may
be offered and sold by the Company set forth in the Sales Agreement. During Fiscal 2025, the company raised approximately $ 1.8 million
against 5,363,334 shares.

 In
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
Agreements. 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.

 NOTE
14 – STOCK-BASED COMPENSATION

 As
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.

 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:

 Granted
in

Fiscal 2025

 Granted
in

Fiscal 2024

 Expected life of options

 5 years

 5 years

 Vested options

 %

 %

 Risk free interest rate

 3.93
 %

 5.24
 %

 Expected volatility

 %

 %

 Expected dividend yield

 Nil

 Nil

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

 For
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

 Shares
 (#)

 Weighted
 average
 grant date
 fair value
 ($)

 Non-vested shares as of March 31, 2024

 7,452

 0.61

 Granted

 -

 -

 Vested

 ( 1,443
)

 0.34

 Cancelled/Forfeited

 ( 212
)

 0.33

 Non-vested shares as of March 31, 2025

 5,796

 0.64

 Options

 Shares
 (#)

 Weighted
 average
 grant date
 fair value
 ($)

 Weighted
 average
 exercise
 price
 ($)

 Options outstanding as of March 31, 2024

 3,710

 0.25

 0.39

 Granted

 0.34

 0.34

 Vested

 ( 628
)

 0.25

 0.25

 Cancelled/forfeited

 ( 150
)

 1.39

 0.39

 Options outstanding as of March 31, 2025

 3,182

 0.30

 0.34

 There
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.

 NOTE
15 – FAIR VALUE OF FINANCIAL INSTRUMENTS

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

 (in

 As
of March 31, 2025

 Particular

 Adjusted
 Cost
 ($)

 Gain
 ($)

 Loss
 ($)

 Fair Value
 ($)

 Cash &
 Cash
 Equivalents
 ($)

 Short Term
 Investments
 ($)

 Level 1

 Cash

 -

 -

 -

 Money Market Fund

 -

 -

 -

 -

 -

 -

 Debt Funds

 -

 -

 -

 -

 -

 -

 Mutual Fund

 -

 -

 -

 -

 -

 -

 Level 2

 Certificates of Deposit

 -

 -

 -

 Level 3

 -

 -

 -

 -

 -

 -

 TOTAL

 -

 -

 -

 As
of March 31, 2024

 Particular

 Adjusted
 Cost
 ($)

 Gain
 ($)

 Loss
 ($)

 Fair Value
 ($)

 Cash &
 Cash
 Equivalents
 ($)

 Short Term
 Investments
 ($)

 Level 1

 Cash

 -

 -

 -

 Money Market Fund

 -

 -

 -

 -

 -

 -

 Debt Funds

 -

 -

 -

 Mutual Fund

 -

 -

 -

 Level 2

 Certificates of Deposit

 -

 -

 -

 Level 3

 -

 -

 -

 -

 -

 -

 TOTAL

 1,198

 -

 -

 1,198

 1,198

 -

 NOTE
16 – INCOME TAXES

 The
Company calculates its provision for foreign and U.S. federal income taxes based on the current tax law. As the Company maintains a full
valuation allowance against its deferred tax assets, there is no income tax expense recorded related to this change other than the Federal
AMT credit which are refundable due to the passage of tax reform.

 Due
to the Company's history of losses and uncertainty of future taxable income, a valuation allowance sufficient to fully offset net
operating losses and other deferred tax assets has been established. The valuation allowance will be maintained until sufficient positive
evidence exists to support a conclusion that a valuation allowance is not necessary.

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

 Year Ended March 31,

 Income Tax Expense

 2025

($)

 2024

($)

 Net income loss before tax

 ( 7,121
)

)

 Tax rate

 %

 %

 Expected income tax recovery

 ( 1,495
)

 ( 2,730
)

 Impact of tax rate differences in foreign jurisdictions

 ( 72
)

 ( 151
)

 Tax rate changes and other adjustments

 ( 2,305
)

 1,475

 Permanent differences

 -

 -

 Change in valuation allowance

 3,872

 1,406

 -

 -

 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 follows:

 Year Ended March 31,

 Deferred income taxes

 2025

($)

 2024

($)

 Net operating loss carry-forwards foreign

 Non-capital loss carry-forwards – U.S.

 18,365

 14,272

 Temporary differences

 Net deferred tax asset

 19,124

 14,977

 Valuation allowance

 ( 19,124
)

 ( 14,977
)

 -

 -

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

 Year

 Amount

 ($)

 2029

 2030

 2031

 3,081

 2032

 4,141

 2033

 2034

 1,269

 2035

 1,735

 2036

 1,176

 2037

 1,256

 4,132

 7,932

 8,841

 14,966

 8,552

 6,884

 22,006

 Total

 87,469

 Realization
of deferred tax assets, including those related to net operating loss carryforwards, are dependent upon future earnings, if any, of which
the timing and amount are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. Based
upon the Company's current operating results management cannot conclude that it is more likely than not that such assets will be
realized. The Company files income tax returns in India, Colombia, and the U.S. The Company has a carry-forward R&D tax credit of
approximately $ 4,542 thousand.

 NOTE
17 – REVENUE RECOGNITION

in 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. The revenue from the wellness and lifestyle business is recognized once goods have been sold to the customer and the performance
obligation has been completed. In retail sales, we offer consumer products through our online stores. Revenue is recognized when control
of the goods is transferred to the customer. This generally occurs upon our delivery to a third-party carrier or to the customer directly.
Revenue from white labelling 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 2025 and 2024 are as follows:

 Year ended March 31,

 2025

($)

 2024

($)

 Wellness and lifestyle (1)

 White labeling services (2)

 1,158

 Other (3)

 -

 Total

 1,271

 1,345

 (1)
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.

 (2)
from white labelling services consists of rebranding our formulations or the customer's products as per the customer's requirement.

 (3)
 Other
consists of income from the rental of heavy construction equipment and the execution of contracts directly or through subcontractors.

 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.
The CODM evaluates revenues and gross profits based on product lines and routes to market. 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.

 Management
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.

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

 1)
The table below shows revenue reported by segments:

 Product
& Service

 Segments

 Fiscal 2025
 ($)

 Fiscal 2024
 ($)

 Life Sciences segment

 1,271

 1,345

 Total

 1,271

 1345

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

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

 2)
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:

 Segments

 Country

 Fiscal 2025
 ($)

 Percentage of
 Total
 (%)

 Asia

 India

 -

 -
 %

 America

 U.S.

 1,269

 99.8
 %

 Colombia

 0.2
 %

 Total

 1,271

 %

 Segments

 Country

 Fiscal 2024
 ($)

 Percentage of
 Total
 (%)

 Asia

 India

 %

 America

 U.S.

 1,179

 %

 Colombia

 %

 Total

 1,345

 %

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

 Nature of Assets

 U.S.
 (Country of
 Domicile)
 ($)

 Foreign
 Countries
 (India and
 Colombia)
 ($)

 Total as of
 2025
 ($)

 Intangible assets, net

 1,852

 -

 1,852

 Property, plant, and equipment, net

 3,171

 3,220

 Claims and advances

 Total non-current assets

 5,513

 5,851

 Nature of Assets

 U.S.
 (Country of
 Domicile)
 ($)

 Foreign
 Countries
 (India and
 Colombia)
 ($)

 Total as of
 2024
 ($)

 Intangible assets, net

 1,616

 -

 1,616

 Property, plant, and equipment, net

 3,620

 3,695

 Claims and advances

 Total non-current assets

 5,839

 6,197

 NOTE
19 – SUBSEQUENT EVENTS

 In
the first quarter of Fiscal 2026, the Company entered into a Share Purchase Agreement (the "2025 SPA") with multiple investors,
relating to the sale and issuance by our company to investors of an aggregate of 2,803,333 shares of our common stock, for a total purchase
price of $ 841,000, or $ 0.30 per share, subject to the terms and conditions set forth in the 2025 SPA. The investment is subject to customary
closing conditions, including NYSE approval. As per the 2025 SPA, the investor received piggyback registration rights subject to certain
restrictions. Shares are intended to be exempt from registration under the Securities Act, by virtue of the provisions of Section 4(a)(2)
of Securities Act.

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

 The
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.

 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.

 Item
9A. Controls and Procedures

 (a)
Evaluation of disclosure controls and procedures

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

 Our
Management conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered
by this report. Based on this evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls
and procedures were effective to ensure that the information required to be disclosed in the reports filed or submitted by us under the
Exchange Act was recorded, processed, summarized and reported within the requisite time periods specified in SEC rules and forms and
that such information was accumulated and communicated to our Management, including our Chief Executive Officer and Principal Financial
Officer, as appropriate to allow for timely decisions regarding required disclosure.

 (b)
Management ' s annual report on internal control over financial reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including
our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness, as of March 31, 2025,
of our internal control over financial reporting based on the framework in 2013 Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under this framework, our management concluded
that our internal control over financial reporting was effective as of March 31, 2025.

 (c)
Changes in internal control over financial reporting

 Our
Management, including our Chief Executive Officer and Principal Financial Officer, evaluated our "internal control over financial
reporting" as defined in Exchange Act Rule 13a-15(f) to determine whether any changes in our internal control over financial reporting
occurred during Fiscal 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting. Based on that evaluation, there were no changes in our internal control over financial reporting during Fiscal 2025 that have
materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
Applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 Information
about our executive officers and directors

 The
names, ages, and positions of our executive officers and directors as of March 31, 2025, were as follows:

 Name

 Class

 Age

 Position

 Director
 Since

 Term
 will Expire

 C

 President, Chief Executive
 Officer, and Director

 2005

 2025

 Richard Prins

 B

 Chairman of the Board of Directors

 2007

 2027

 James Moran

 C

 Independent Director

 2022

 2025

 Terry L. Lierman

 B

 Independent Director

 2024

 2027

 A

 Vice President, Principal Financial
 Officer, Chief Compliance Officer, and Director

 2022

 2026

 The
principal occupations for the past five years (and, in some instances, for prior years) of each of our executive officers and directors
are as follows:

 Ram
Mukunda has served as Founder, Director, CEO, and President since inception. He is responsible for general management and, over the
past 11 years, has been largely responsible for the Company's strategy and positioning in the pharmaceutical industry. He has been
the chief inventor and architect of most of the Company's patent filings and the thrust into R&D and medical trials, which
support the Company's desire to bring low-cost medications that address diseases and ailments that affect humankind. Prior to IGC,
from January 1990 to May 2004, Mr. Mukunda served as Founder and CEO of Startec Global Communications, which he took public in 1997 on
NASDAQ. Prior to Startec, he served as a Strategic Planning Advisor at Intelsat, a communications satellite services provider and prior
to that worked in the bond market for a boutique firm on Wall Street. Mr. Mukunda serves as an Emeritus member on the Board of Visitors
at the University of Maryland, School of Engineering. From 2001 to 2003, he was a Council Member at Harvard's Kennedy School of
Government, Belfer Center of Science and International Affairs. Mr. Mukunda is the recipient of several awards including, among others,
the 2013 University of Maryland's International Alumnus of the year award, the 2001 Distinguished Engineering Alumnus Award, the
1998 Ernst & Young, LLP's Entrepreneur of the Year Award. He holds a B.S. degree in Electrical Engineering, a B.S. degree in
Mathematics, and a M.S. in Engineering from the University of Maryland. Mr. Mukunda has traveled extensively and managed companies in
Europe and Asia. He has over 25 years of experience managing public companies and has acquired and integrated over 20 companies. His
in-depth business experience in the pharmaceutical and OTC industries, his knowledge of U.S. capital markets, capital structuring, international
joint ventures, and broad science and engineering background make him qualified to serve as a director of our Company.

 Richard
Prins has been our Chairman, Audit Committee, and Compensation Committee Chairman since 2012 and has served as an Independent Director
since May 2007. Mr. Prins has extensive experience in private equity investing and investment banking. From March 1996 to 2008, he was
the Director of Investment Banking at Ferris, Baker Watts, Incorporated ("FBW"). Mr. Prins served in a consulting role for
RBC until January 2009. Since February 2003, he has been on the board of Amphastar Pharmaceuticals, Inc. Mr. Prins holds a B.A. degree
from Colgate University and an M.B.A. from Oral Roberts University. Mr. Prins has substantial knowledge and experience with U.S. capital
markets, has served on and chaired audit and compensation committees of boards, and has extensive experience in finance, accounting,
and internal controls over financial reporting. His knowledge of the pharmaceutical industry and experience with U.S. capital markets
make him qualified to serve as a director of our Company.

 James
Moran (Congressman Moran) has served on the Board as an Independent Director since January 2022. He served on Virginia's 8th
Congressional District for 24 years, where he was known as a "Problem Solver." Throughout his tenure, he demonstrated bipartisan
leadership and worked across the aisle to find common ground to resolve complex issues. He served on the Appropriation, Banking and Finance,
and Budget committees. He played a leadership role in the areas of defense, health, and the environment. During his 24 years in Congress,
Congressman Moran was recognized as a champion of innovative research and development in areas including healthcare and national security,
environmental protection and sustainability, and international trade and fiscal responsibility. He rose to senior leadership on the Appropriations
Committee enabling him to bring billions of dollars into his Northern Virginia communities of Alexandria, Arlington, and Fairfax County.
Having retired after 35 years in elected office, Congressman Moran is now with a major law firm and represents international and domestic
clients in the defense, technology, entertainment, and international diplomacy sectors. He also serves in leadership roles for several
non-profit foundations and is also a member of the Government Blockchain Association. Congressman Moran received a Master's Degree
in Public Administration from the University of Pittsburgh Graduate School of Public and International Affairs and a Bachelors in Economics
from the College of the Holy Cross.

 Congressman
Moran introduced the AUTISM Educators Act in 2012, which funded partnerships between public schools and higher education and non-profit
organizations to promote teaching skills for educators working with high functioning autism students. He understands that treatment and
education for conditions such as Autism and Alzheimer's disease have the potential to positively impact millions of lives. With
his extensive experience in Congress and as a policy advisor on topics including health, technology, and education, we are confident
Congressman Moran will be a great asset to IGC, especially at a time when we pursue Phase 2/3 human trials on IGC- AD1 on individuals
that have Alzheimer's disease. Congressman Moran's extensive experience makes him qualified to serve as a director of our
Company.

 On
December 27, 2022, the Board of Directors appointed Mr. James Moran as a member of both the Company's Audit and Compensation Committee,
effective immediately.

 Terry
L. Lierman has served on the Board as an Independent Director since March 2024. Mr. Lierman is currently Co-Chair of the Board of
Advisors at the Institute of Human Virology ("IHV"), a center in the U.S. focused on accelerating the discovery of diagnostics
and therapeutics for deadly viral and immune disorders, and a member of the Board of Visitors at the La Follette School of Public Affairs
at the University of Wisconsin, his alma mater. Mr. Lierman founded the Children's Research Institute, one of America's top
children's research programs, the Pancreatic Cancer Action Network ("PanCAN"), and the National Organization on Fetal
Alcohol Syndrome ("NOFAS"). In addition, from 1987 to 1999, he served as a director/trustee of the NY Life-Mainstay Funds.
His distinguished career includes serving at the National Institutes of Health ("NIH"), as the chief administrator for drug
research and development at the National Cancer Institute ("NCI"), and as the Staff Director for the Committee on Appropriations
at the U.S. Senate and the Chief of Staff and White House liaison to the U.S. House of Representative's Majority Leader. Mr. Lierman's
vast healthcare expertise will undoubtedly play a pivotal role in driving our mission to develop innovative therapeutics for crucial
unmet needs. His extensive experience uniquely qualifies him to serve as a director of our company.

 Claudia
Grimaldi, Vice-president, PFO, Chief Compliance Officer, and Director, is responsible for managing the accounting and finance teams
in various countries and is responsible for ensuring timely and accurate statutory and regulatory compliance (SEC, FINRA, NYSE, IRS,
XETRA 2, among others). In addition, she is responsible for building and managing an international team of doctors, scientists, and advisors
that conduct and manage pre-clinical and FDA registered trials focused on Alzheimer's disease. She is also responsible for relationships
with partners that provide, among others, animal studies, cannabinoids, and software for AI. She has more than thirteen (13) years of
experience with SEC filings, regulatory compliance, and disclosures, having held increasing responsibilities first as Manager of financial
reporting and compliance from May 2011 to 2013 and then as General Manager of financial reporting and compliance from 2013 to May 2018.
She also serves as a Director/Manager for some of our subsidiaries. Ms. Grimaldi graduated summa cum laude from Javeriana University,
a top five university in Colombia, with a Bachelor of Arts in Psychology. She holds an MBA in General Management, graduating with Highest
Honors, from Meredith College, in North Carolina. She is a member of Delta Mu Delta International Honor Society. She has also completed
Executive Education courses on SEC compliance, finance from UVA, and corporate governance from the Columbia Business School. In addition,
she has attended the Darden School of Business Financial Management Executives program at the University of Virginia, and SEC reporting
and compliance seminars. She also completed her certification program of the National Association of Corporate Directors (NACD). She
is also fluent in both English and Spanish.

 On
August 18, 2023, the Board of Directors of the Company elected Ms. Claudia Grimaldi to serve on the Board as a non-independent director
Class A until the Company's 2026 annual meeting of stockholders upon the election and qualification of successor directors, her
earlier death, resignation, or removal. Ms. Grimaldi brings a wealth of experience and qualifications that make her an excellent fit
for the board. Ms. Grimaldi's experience with SEC filing procedures is invaluable in ensuring regulatory compliance and transparency
within our public company. Additionally, her in-depth understanding of Colombia, and South America where our company has invested in
human capital, provides valuable insights into the market dynamics, cultural nuances, and business opportunities within the region. Her
SEC filing experience, understanding of Colombia, qualifications in business administration, and general business acumen make her qualified
to serve as a director of our Company.

 Executive
officers are appointed by our Board of Directors. Each executive officer holds his or her office until he or she resigns or is removed
by the Board or his or her successor is elected and qualified. All directors hold office until the annual meeting of the stockholders
in the year set forth above in the table and until their successors have been duly elected or qualified. There are no family relationships
between any of our executive officers or directors. For information on legal proceedings against the Company, please refer to Item 3.
Legal Proceedings. There are currently no legal proceedings against the Company's directors or officers.

 Terry
McAuliffe, served as an Advisor since December 2024. He was sworn in as governor of Virginia on January 11, 2014. He is a businessman,
entrepreneur and who lived in Fairfax County, Virginia, for more than 20 years. In politics and business, McAuliffe has worked with people
from all walks of life and different political backgrounds.

 Amb.
(Ret.) Howard Gutman, serves as a strategic advisor to IGC Pharma Inc., bringing extensive experience in international law, diplomacy,
and public policy. He served as the U.S. Ambassador to Belgium from 2009 to 2013 and has had a distinguished career in both government
and private sector advisory roles. Ambassador Gutman contributes to IGC's corporate strategy and global partnership initiatives,
leveraging his expertise in regulatory, political, and international affairs.

 Prof.
Chuanhai Cao, Ph. D., is a scientific advisor to IGC Pharma Inc., with deep expertise in neuroimmunology and Alzheimer's disease
research. He is an Associate Professor at the University of South Florida's Morsani College of Medicine and College of Pharmacy.
His work focuses on the therapeutic potential of cannabinoids and immune modulation in neurodegenerative conditions. Prof. Cao's
research contributions align closely with IGC's mission to develop innovative treatments for Alzheimer's disease.

 Prof.
James A. Saunders, Ph. D., is a scientific advisor to IGC Pharma Inc., bringing decades of academic and research experience in biotechnology
and plant sciences. He has held faculty and leadership roles at respected academic institutions and has contributed to numerous peer-reviewed
publications. Prof. Saunders provides guidance on natural compounds and their therapeutic potential, supporting IGC's research
in cannabinoid-based treatments for Alzheimer's disease.

 Prof.
Elliot L. Hong, M.D., is a scientific advisor to IGC Pharma Inc., offering expertise in translational neuroscience and psychiatric
research. He is a professor of psychiatry at the University of Maryland School of Medicine and a leading investigator in the fields of
brain imaging, schizophrenia, and neurodevelopment. Prof. Hong's insights support IGC's efforts to develop therapeutics for
neuropsychiatric symptoms associated with Alzheimer's disease.

 Prof.
Jeffrey L. Cummings, M.D., Sc. D., serves as a scientific advisor to IGC Pharma Inc. He is a world-renowned neurologist and expert
in Alzheimer's disease research, drug development, and clinical trials. Dr. Cummings is the founding director of the Cleveland
Clinic Lou Ruvo Center for Brain Health and a Research Professor at the University of Nevada, Las Vegas. His contributions support IGC's
mission to advance innovative therapies for neurodegenerative diseases through expert guidance in clinical strategy and trial design.

 Prof.
Pablo Arbel ez is a scientific advisor to IGC Pharma, contributing expertise in biomedical image analysis and artificial intelligence.
He is a professor at Universidad de los Andes in Colombia and a former researcher at cole Normale Sup rieure in Paris.
Prof. Arbel ez's research focuses on deep learning in medical imaging and its application to neurodegenerative diseases, aligning
with IGC's mission to develop innovative therapies for Alzheimer's disease.

 Board
of directors and independence

 Our
Board of Directors is divided into three classes (Class A, Class B, and Class C) with only one class of directors being elected each
year and each class serving a three-year term. The term of office of the Class A director, consisting of Claudia Grimaldi, will expire
at the 2026 annual meeting of stockholders. The term of office of the Class B director, currently consisting of Richard Prins and Terry
L. Lierman, will expire at the 2027 annual meeting of stockholders. The term of office of the Class C director, currently consisting
of Ram Mukunda and James Moran, will expire at the 2025 annual meeting of stockholders. These individuals have played a key role in identifying
and evaluating prospective acquisition candidates, selecting the target businesses, and structuring, negotiating, and consummating acquisitions.

 The
NYSE American, upon which our shares are listed, requires the majority of our Board, or in the case of a smaller reporting Company, at
least 50% of our Board, to be "independent." The NYSE American listing standards define an "independent director"
generally as a person, other than an officer or an employee of the Company, who does not have a relationship with the Company that would
interfere with the director's exercise of independent judgment. Consistent with these standards, the Board of Directors has determined
that Messrs. Prins, Moran, and Lierman are independent directors.

 Board
leadership structure

 The
Board believes its current leadership structure best serves the objectives of the Board's oversight of management, the Board's
ability to carry out its roles and responsibilities on behalf of IGC's shareholders, and IGC's overall corporate governance.
The Board also believes that the separation of the Chairman and CEO roles allows the CEO to focus his time and energy on operating and
managing IGC, while leveraging the Chairman's experience and perspectives. The Board periodically reviews its leadership structure
to determine whether it continues to best serve IGC and its shareholders.

 Board
oversight of risk management

 The
Board is responsible for overseeing the major risks facing the Company, while management is responsible for assessing and mitigating
the Company's risks on a day-to-day basis. The Board has designated the Audit Committee with the responsibility for overseeing
enterprise risk management. The Audit Committee discusses the steps management has taken to monitor and mitigate these risks, if any.
In establishing and reviewing IGC's executive compensation, the Compensation Committee considers whether the compensation program
is focused on long-term shareholder value creation and whether it encourages short-term risk taking at the expense of long-term results.
The Compensation Committee has also reviewed IGC's compensation program and has concluded that these programs do not create risks
that are reasonably likely to have a material adverse effect on IGC. Other Board committees also consider risks within their areas of
responsibility and apprise the Board of significant risks and management's response to those risks.

 Audit
committee

 Our
Board of Directors has established an Audit Committee, currently composed of two independent directors who report to the Board of Directors.
Messrs. Prins and Moran, each of whom is an independent director under the NYSE American listing standards, serve as members of our Audit
Committee. Mr. Prins is the Chairman of our Audit Committee. In addition, we have determined that Messrs. Prins and Moran are "audit
committee financial experts," as that term is defined under Item 407 of Regulation S-K. The Audit Committee is responsible for
meeting with our independent accountants regarding, among other issues, audits and the adequacy of our accounting and control systems.
The audit committee charter is followed by the committee.

committee

 Our
Board of Directors has established a Compensation Committee composed of two independent directors, Messrs. Moran and Prins. Mr. Prins
is the current Chairman of our Compensation Committee. The Compensation Committee's purpose is to review and approve the compensation
paid to our officers and directors and to administer our 2018 Omnibus Incentive Plan. As per the compensation committee charter, candidate
experience, knowledge, and performance are used to evaluate the candidate. The compensation is accordingly decided for the candidate
as per the industry standards.

committee interlocks and insider participation

 Our
Compensation Committee is comprised of two independent members of the Board of Directors, Richard Prins and James Moran. No executive
officer of the Company served as a director or member of the Compensation Committee of any other entity. The Compensation Committee was
responsible for determining executive compensation and the award of stock and stock options to employees, advisors, and directors during
Fiscal 2025. No consultants were used by the Compensation Committee during this fiscal year.

 Nominating
and corporate governance committee

 In
the future, we intend to establish a nominating and corporate governance committee. The primary purpose of the nominating and corporate
governance committee will be to identify individuals qualified to become directors, recommend to the Board of Directors the candidates
for election by stockholders or appointment by the Board of Directors to fill a vacancy, recommend to the Board of Directors the composition
and chairs of Board of Directors committees, develop and recommend to the Board of Directors guidelines for effective corporate governance,
and lead an annual review of the performance of the Board of Directors and each of its committees. We do not have any formal process
for stockholders to nominate a director for election to our Board of Directors. Currently, nominations are selected or recommended by
a majority of the independent directors as stated in Section 804(a) of the NYSE American Company Guide. Since the Company is a small
reporting company with limited officers and directors, the committee currently does not have a nomination committee charter. The Board
of Director nominations occur by either selection or recommendation of a majority of the independent directors.

 Disclosure
Committee

 The
CEO and the PFO supervise and oversee the Disclosure Committee. The Board has appointed Mr. Richard Prins as the Chairperson of the Disclosure
Committee. The Disclosure Committee's responsibilities are to design, implement, and regularly evaluate the Company's internal
controls and procedures, to ensure that the company provides the stakeholders, including the Securities and Exchange Commission (SEC),
security holders, and the investment community, disclosures that comply with regulations and other compliance obligations. The Disclosure
Committee will review all required material and relevant reports related to disclosure statements, including annual reports on Form 10-K,
quarterly reports on Form 10-Q, press releases, and social media containing financial information and other related public documents.
The Disclosure Committee meets not less than once per quarter and reviews and reassesses the adequacy of the Disclosure Committee's
Charter at least annually.

 Audit
Committee Financial Expert

 The
Audit Committee will at all times be composed exclusively of "independent directors" who are "financially literate,"
as defined under the NYSE American listing standards, who understand the audit committee functions. The NYSE American's listing
standards define "financially literate" as being able to read and understand fundamental financial statements, including
a company's balance sheet, income statement, and cash flow statement. In addition, we must certify to the NYSE American that the
Audit Committee has, and will continue to have, at least one member who has past employment experience in finance, accounting, or auditing,
requisite professional certification in accounting, or other comparable experience or background that results in the individual's
financial sophistication, along with an understanding of internal control over financial reporting. The Board of Directors has determined
that Messrs. Prins and Moran satisfy the NYSE American's definition of financial sophistication and qualify as "audit committee
financial experts," as defined under the rules and regulations of the SEC.

 Board
and committee meetings

Fiscal 2025, there were six (6) Board meetings, five (5) meetings of the Audit Committee, and two (2) Compensation Committee meetings,
all of which were attended, either in person or telephonically, by all our directors of the Board and all of the members of the committees,
respectively.

 Communications
with the Board

 Any
matter intended for the Board or any individual member of the Board should be directed to Investor Relations at the Company's principal
executive office, with a request to forward the communication to the intended recipient. In general, any shareholder communication delivered
to the Company for forwarding to Board members will be forwarded in accordance with the shareholder's instructions. However, the
Company reserves the right not to forward to Board members any abusive, threatening, or otherwise inappropriate materials.

 Indemnification
agreements

 We
are party to indemnification agreements with each of the executive officers and directors. Such indemnification agreements require us
to indemnify these individuals to the fullest extent permitted by law. Under the terms of the indemnification agreements, we intend to
agree to indemnify our officers and directors against expenses, judgments, fines, penalties, or other amounts actually and reasonably
incurred by the independent director in connection with any proceeding if the officer or director acted in good faith and did not derive
an improper personal benefit from the transaction or occurrence that is the basis of the proceeding.

 Annual
meeting attendance

 All
directors, either in person or telephonically, attended the 2024 annual shareholder's meeting. We have a formal policy requiring
the members of our Board of Directors to attend annual stockholder meetings in person or by telephone or video conference.

 Corporate
governance, code of conduct, and ethics

 A
code of business conduct and ethics is a written standard designed to deter wrongdoing and to promote (a) honest and ethical conduct,
(b) full, fair, accurate, timely, and understandable disclosure in regulatory filings and public statements, (c) compliance with applicable
laws, rules, and regulations, (d) the prompt reporting violation of the code and (e) accountability for adherence to the code. The Company
has adopted a written code of ethics (the "Code of Ethics") that applies to the Company's Chief Executive Officer and
senior financial officers, including the Company's Principal Accounting Officer, Controller, and persons performing similar functions
(collectively, the "Senior Financial Officers"), in accordance with applicable federal securities laws and the rules of the
NYSE American, and to all employees. Investors or any other person may view our Code of Ethics free of charge on the corporate governance
subsection of the investor relations portion of our website at www.igcinc.us. The Company has established separate audit and compensation
committees that are described elsewhere in this report. The Company does not have a separate nominating committee. Accordingly, Board
of Director nominations occur by either selection or recommendation of a majority of the independent directors.

 All
our data, except accounting data, is stored in the cloud on multiple servers, which helps us mitigate the overall risk of losing data.
As part of corporate governance, we also have a cybersecurity policy that employees are required to comply with to safeguard their systems
from cyber-attacks.

 Insider
Trading Policy

 We
have an insider trading policy governing the purchase, sale, and other dispositions of our securities (the "Insider Trading Policy")
that applies to all of our directors, officers, employees, and other covered persons identified within the Insider Trading Policy. We
believe that the Insider Trading Policy is reasonably designed to promote compliance with applicable U.S. federal securities laws, rules,
and regulations, as well as applicable listing standards relating to insider trading. In addition, with regard to our trading in our
own securities, it is our policy to comply with applicable federal securities laws and applicable listing requirements. The Insider Trading
Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

 Delinquent
Section 16(a) reports

 Section
16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers, directors, and beneficial owners of more than 10%
of our equity securities to timely file certain reports regarding ownership of and transactions in our securities with the Securities
and Exchange Commission. Copies of the required filings must also be furnished to us. Section 16(a) compliance was required during Fiscal
2025. Based solely on a review of Forms 3, 4, and 5 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Exchange
Act, we believe that Fiscal 2025's filing requirements under Section 16(a) of the Exchange Act have been satisfied, except for
(1) a Form 5 for Claudia Grimaldi reporting the vesting of RSUs on March 31, 2025; (2) a Form 5 for James Moran reporting the vesting
of RSUs on March 31, 2025, (3) a Form 5 for Ram Mukunda reporting the vesting of RSUs on March 31, 2025 and (4) a Form 5 for Richard
Prins reporting the vesting of RSUs on March 31, 2025.

 ITEM
11. EXECUTIVE COMPENSATION

for executive officers of the Company

 The
following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to (i) all individuals
serving as the smaller reporting company's principal executive officer or acting in a similar capacity during the last completed
fiscal year (PEO), regardless of compensation level; (ii) the smaller reporting company's two most highly compensated executive
officers other than the PEO who was serving as executive officers at the end of the last completed fiscal year and whose compensation
exceeded $100,000.

 Summary
Compensation Table

 (in

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)(1)

 Stock
 Awards (2)
 ($)

 Other
 compensation
 (3) ($)

 Total
 ($)

 2025

 -

 President and CEO

 2024

 1,066

 1,821

 2025

 -

 -

 Vice President, CCO, and PFO

 2024

 (1)
fiscal 2025, the outstanding bonus of Ram Mukunda of approximately $423 thousand and of Claudia Grimaldi of approximately $327 thousand
has been converted into performance-based bonuses and will be paid upon achieving the following milestones. Completion of CALMA Phase
2 Clinical Trial; 2. Successful fundraising of at least $5 million via equity, debt, partnerships, or non-dilutive grants.

 (2)
 The
Stock Awards represent the fair value of stock awards to the named executive officer as computed using the closing price at the day of
grant or using an appropriate pricing model depending on the terms of the award. The Stock Awards include vested and unvested grants
of stock awards as reflected in the table titled "Stock Awards at Fiscal Year End." This also includes two categories
of Stock Awards that are set out in the tables titled "Performance-Based Stock Awards" and "Market Price-Based
Stock Awards," which account for approximately $689 thousand in fiscal 2024 and Nil in fiscal 2025.

 (3)
 Includes
life insurance, 401 (k) contribution, health insurance(s), and other applicable compensation.

to Directors

 (in

 In
fiscal 2025, no compensation was awarded to, earned by, or paid to non-employee directors who served on the Board during the fiscal year.

 Stock
Awards at Fiscal Year End

 (in

 Name

 unvested Stock
 Awards
 (#)

 Value of
 unvested Stock
 Awards
 ($)

 Value of vested
 Stock Awards
 in Fiscal Year
 ($)

 Total
 Value of
 Stock Awards
 ($)

 5,527

 3,200

 3,474

 1,230

 Richard Prins

 James Moran

 Terry L. Lierman

 The
Stock Awards reflect the grant date fair value, in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation —
Stock Compensation (formerly Statement of Financial Accounting Standards (SFAS) No. 123R) for awards pursuant to the Company's
equity incentive program.

 Included
in the tables above are two categories of Stock Awards: (i) performance-based stock awards that are based on achieving milestones in
the area of drug development; and (ii) market price-based awards, based on advancing the IGC stock price.

 Employment
contracts

 Ram
Mukunda has served as President and Chief Executive Officer of our Company since its inception. On November 18, 2021, the Company, and
Mr. Mukunda entered into the 2021 CEO Employment Agreement that expires on November 17, 2026. Pursuant to the 2021 CEO Employment Agreement,
we pay Mr. Mukunda a base salary of $360,000 per year. The Employment Agreement provides that the Board of Directors of our Company may
review and update the targets and amounts for the net revenue and salary and contract bonuses on an annual basis. Mr. Mukunda is entitled
to benefits, including insurance, participation in company-wide 401(k), reimbursement of business expenses, 20 days of annual paid vacation,
sick leave, domestic help, driver, cook, and a car (subject to partial reimbursement by Mr. Mukunda of rental payments for the car and
reimbursement of business expenses). In the event of termination without cause, including a change of control, we would be required to
pay Mr. Mukunda 1.5 times the average of the total compensation as disclosed in the previous two 10-K filings prior to termination. In
addition, all unvested shares would be subject to immediate vesting.

 Claudia
Grimaldi has served as Vice President, Principal Financial Officer, Chief Compliance Officer, and Director of our subsidiaries since
May 9, 2018. On May 5, 2023, the Company and Ms. Grimaldi entered into an Employment Agreement that expires on May 8, 2028 (the 2023
Employment Agreement). Pursuant to the Employment Agreement, we pay Ms. Grimaldi a base salary of $200,000 per year. The Employment Agreement
provides that the Company may review and update performance targets and contract bonuses on an annual basis. Ms. Grimaldi is entitled
to benefits, including insurance, participation in company-wide 401(k), reimbursement of business expenses, 20 days of annual paid vacation,
sick leave, and a car (subject to partial reimbursement by Ms. Grimaldi for personal use of the car). In the event of termination without
cause, including a change of control, we would be required to pay Ms. Grimaldi 1.5 times her compensation. In addition, unvested shares
that would otherwise vest in a 12-month period would be subject to immediate vesting.

 For
non-employee directors, the Company has a standard compensation arrangement such as fees for committee service, service as chairman of
the board, or a committee, and meeting attendance.

risk assessment

 In
setting compensation, the Compensation Committee considers the risks to our stockholders and to the achievement of our goals that may
be inherent in our compensation programs. The Compensation Committee reviewed and discussed its assessment with management and concluded
that our compensation programs are within industry standards and are designed with the appropriate balance of risk and reward to align
employees' interests with those of our Company and do not incent employees to take unnecessary or excessive risks. Although a portion
of our executives' and employees' compensation is performance-based and "at risk," we believe our compensation
plans are appropriately structured and are not reasonably likely to result in a material adverse effect on our Company.

 Policies
and practices related to the grant of equity awards close in time to the release of material nonpublic information

 Neither
the Board nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity
awards, including with respect to options, nor do we time the disclosure of material nonpublic information for the purpose of affecting
the value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants we
have generally granted such awards once a year to directors and executive officers and equity awards may be granted at other times during
the year to newly hired or promoted employees, and in other special circumstances. In fiscal 2025, we did not grant any stock options,
stock appreciation rights, or similar option-like instruments.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth information regarding the beneficial ownership of our common stock as of June 20, 2025, by each person known
by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, each of our executive officers and directors,
and all our officers and directors as a group.

 Beneficial
ownership is determined in accordance with the rules of the SEC and does not necessarily indicate beneficial ownership for any other
purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared
voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days through
the exercise of any option or other right. The percentage ownership of the outstanding common stock, which is based upon shares of common
stock outstanding as of June 20, 2025, is based on the assumption, expressly required by the rules of the SEC, that only the person or
entity whose ownership is being reported has exercised options to purchase shares of our common stock.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares
of common stock beneficially owned by them. Unless otherwise noted, the nature of the ownership set forth in the table below is the common
stock of the Company. The table below sets forth as of June 20, 2025, except as noted in the footnotes to the table, certain information
with respect to the beneficial ownership of the Company's common stock by (i) all persons or groups, according to the most recent
Schedule 13D or Schedule 13G filed with the SEC or otherwise known to us, to be the beneficial owners of more than 5% of the outstanding
common stock of the Company, (ii) each director of the Company, (iii) the executive officers named in the Summary Compensation Table,
and (iv) all such executive officers and directors of the Company as a group.

 Shares Owned (in thousands)

 Name and Address of Beneficial Owners/Named Executive Officers and Directors: (1)

 Shares
 Beneficially
 Owned

 Percentage
 of Class*

 Ram Mukunda (2)

 4,092,678

 4.88
 %

 1,184,252

 1.41
 %

 Richard Prins

 1,271,251

 1.52
 %

 James Moran

 1,105,735

 1.32
 %

 Terry L. Lierman

 29,411

 0.04
 %

 Bradbury Strategic Fund (3)

 17,623,529

 21.01
 %

 All Executive Officers and Directors as a group (5 persons)

 25,306,856

 30.17
 %

 *Based
 on
83,891,586 shares of common stock outstanding as of June 20, 2025.

 (1)
 Unless
otherwise indicated, the address of each of the individuals listed in the table is c/o IGC Pharma, Inc., 10224 Falls Road, Potomac, MD
20854.

 (2)
 The
beneficial ownership table does not include 810,752 shares of common stock that are owned by Mr. Mukunda's spouse for which Mr.
Mukunda has no voting or financial rights.

 (3)
 The
individual who holds voting and investment power in the investment manager is Mr. Loo See Yuen, the Director of Bradbury Asset Management.
The address of the entity is Unit 5106-7, 51st Floor, The Center, 99 Queen's Road Central, Central, Hong Kong.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Other
than as described below, during the last two fiscal years, we have not entered into any material transactions or series of transactions
that would be considered material in which any officer, director, or beneficial owner of 5% or more of any class of our capital stock,
or any immediate family member of any of the preceding persons, had direct or indirect material interest, nor are there any such transactions
presently proposed, other than the agreements with the affiliates of our CEO as described under "Executive Compensation –
Compensation for Executive Officers of the Company."

 Review,
approval, or ratification of related party transactions

 We
have a written policy for the review and approval of transactions with related persons. It is our policy for the disinterested members
of our Board to review all related party transactions on a case-by-case basis. To receive approval, a related-party transaction must
have a business purpose for us and be on terms that are fair and reasonable to us and as favorable to us as would be available from non-related
entities in comparable transactions.

 Transaction
with Related Parties

 On
March 22, 2024, the Company entered into the SPA with Bradbury Strategic Investment Fund A, resulting in approximately $3 million in
gross proceeds. The completion of the private placement is subject to customary closing conditions, including approval by the NYSE. Under
the terms of the private placement, IGC will issue approximately 8.8 million shares of unregistered common stock at a price of $0.34
per share.

 There
were no related party transactions in Fiscal 2025 and through the date of this Form 10-K.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Manohar
Chowdhry & Associates (MCA) is our Principal Independent Registered Public Accounting Firm engaged to examine our financial statements
for Fiscal 2025. During the Company's two most recent fiscal years ended March 31, 2025, and 2024, and through July 6, 2023, the
Company did not consult with MCA on (i) the application of accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that may be rendered on the Company's financial statements, and MCA has not provided either a written
report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting,
auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

 Audit
related and other fees

 The
table below shows the fees that we paid or accrued for the audit and other services provided by Manohar Chowdhry & Associates for
Fiscal 2025 and Fiscal 2024.

 Audit
fees

 This
category includes the audit of our annual financial statements, review of financial statements included in our annual and quarterly reports
and services that are normally provided by the independent registered public accounting firms in connection with engagements for those
fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the
review of interim financial statements.

 Internal
control audit fees

 This
category includes the audit of the Company's internal control over financial reporting based on criteria established in Internal
Control—Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 Audit-related
fees

 This
category consists of assurance and related services by the independent registered public accounting firms that are reasonably related
to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The
services for the fees disclosed under this category include services relating to our registration statement and consultation regarding
our correspondence with the SEC.

 Tax
fees

 This
category consists of professional services rendered for tax compliance, tax planning, and tax advice. These services include tax return
preparation and advice on state and local tax issues.

 All
other fees

 This
category consists of fees for other miscellaneous items.

 2025

 2024

 Audit fees - Manohar Chowdhry & Associates

 $

 $

 Audit-related fees - Manohar Chowdhry & Associates

 -

 -

 Tax fees

 -

 All other fees

 -

 -

 Total

 $

 $

 Policy
on pre-approval of audit and permissible non-audit services of independent auditors

 Consistent
with SEC policies regarding auditor independence, the audit committee of our Board of Directors has responsibility for appointing, setting
compensation, and overseeing the work of the independent auditor. In recognition of this responsibility, our Board of Directors has established
a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor. Prior to the engagement of
the independent auditor for the next year's audit, management may submit, if necessary, an aggregate of services expected to be
rendered during that year for each of the following four categories of services to our Board of Directors for approval.

 1.
 Audit services
include audit work performed in the preparation of financial statements and audit of internal controls, as well as work that generally
only the independent auditor can reasonably be expected to provide, including comfort letters, statutory audits, and attest services
and consultation regarding financial accounting and/or reporting standards.

 2.
 Audit-Related services
are for assurance and related services that are traditionally performed by the independent auditor, including due diligence related to
mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

 3.
 Tax services
include all services performed by the independent auditor's tax personnel except those services specifically related to the audit
of the financial statements and includes fees in the areas of tax compliance, tax planning, and tax advice.

 4.
 Other Fees
are those associated with services not captured in the other categories.

 Prior
to engagement, our Board of Directors pre-approves these services by category of service. The fees are budgeted, and our Board of Directors
requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category
of service. During the year, circumstances may arise when it may become necessary to engage the independent auditor for additional services
not contemplated in the original pre-approval. In those instances, our Board of Directors requires specific pre-approval before engaging
the independent auditor.

 Our
audit committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must
report, for informational purposes only, any pre-approval decisions to our Board of Directors at its next scheduled meeting.

 Pre-approved
services

 The
Audit Committee's charter provides for pre-approval of audit, audit-related and tax services to be performed by the independent
auditors. The Audit Committee approved the audit, audit-related and tax services to be performed by independent auditors and tax professionals
in Fiscal 2025. The charter also authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with
respect to permitted services. The decisions of any Audit Committee member to whom pre-approval authority is delegated must be presented
to the full Audit Committee at its next scheduled meeting. The Audit Committee has not delegated such authority to its members.

 Audit
committee report

 The
Audit Committee of the Board is composed of two directors, each of whom meets the current NYSE American test for independence. The Committee
acts under a written charter adopted by the Board. The Audit Committee has prepared the following report on its activities with respect
to the Company's audited financial statements for Fiscal 2025 (the Audited Financial Statements):

 The
Audit Committee reviewed and discussed the Company's Audited Financial Statements with management;

 The
Audit Committee discussed with Manohar Chowdhry & Associates, the Company's independent auditors for Fiscal 2025, the matters
required to be discussed by AS 1300, as adopted by the Public Company Accounting Oversight Board;

 The
Audit Committee received from the independent auditors the written disclosures regarding auditor independence and the letter required
by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), discussed with Manohar Chowdhry &
Associates, its independence from the Company and its management, and considered whether Manohar Chowdhry & Associates' provision
of non-audit services to the Company was compatible with the auditor's independence; and

 Based
on the review and discussion referred to above, and in reliance thereon, the Audit Committee recommended to the Board that the Audited
Financial Statements be included in the Company's Annual Report on Form 10-K for Fiscal 2025, for filing with the U.S. Securities
and Exchange Commission.

 All
members of the Audit Committee concur in this report.

 AUDIT
COMMITTEE:

 Richard
Prins

 James
Moran

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 The exhibits listed in the accompanying index
to exhibits are filed, furnished, or incorporated by reference as part of this Annual Report on Form 10-K.

 (a) All Financial Statements

 to Consolidated Financial Statements

 Page

 Report
 of Independent Registered Public Accounting Firms

 Consolidated
 Balance Sheets

 Consolidated
 Statements of Operations and Comprehensive Loss

 Consolidated
 Statements of Stockholders' Equity

 Consolidated
 Statements of Cash Flows

 Notes
 to Consolidated Financial Statements

 (b) Exhibits required by Item 601 of Regulation
S-K

 3.1

 Amended and Restated Articles of Incorporation of the Registrant, as amended on August 1, 2012. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on August 6, 2012).

 3.2

 Amendment to the Amended and Restated Articles of Incorporation of the Registrant as amended on August 2, 2014. (incorporated by reference to Exhibit 3.3 to the Company's Post-Effective Amendment No.1 to Form S-3 filed on January 22, 2021).

 3.3

 Articles of Amendment to the Company's Amended and Restated Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland on March 7, 2023 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 21, 2023).

 3.4

 By-laws of the Registrant. (incorporated by reference to Exhibit 3.2 to the Company's Post-Effective Amendment No.1 to Form S-3 filed on January 22, 2021).

 3.5

 Amendment to the Bylaws of the Company dated March 2, 2023 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed on March 21, 2023).

 4.1

 Description of Common Stock (incorporated by reference to a prospectus supplement filed on March 22, 2024, to Prospectus effective January 8, 2024)

 10.01**

 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Definitive Proxy Statement on Form DEF 14A dated October 10, 2017).

 10.02**

 Employment Agreement, effective as of November 18, 2021, by and between India Globalization Capital Inc. and Mr. Ram Mukunda (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 19, 2021).

 10.03**

 Restricted Stock Unit Agreement with CEO Mr. Ram Mukunda (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-8 filed on December 23, 2021).

 10.04**

 Employment Agreement, effective as of May 9, 2023, by and between IGC Pharma, Inc. and Ms. Claudia Grimaldi (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 5, 2023).

 10.05

 The definitive license agreement with the University of South Florida making IGC the exclusive licensee of the U.S. patent filing entitled "THC as a Potential Therapeutic Agent for Alzheimer's Disease" (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated June 12, 2017).

 10.06

 Sales Agreement dated March 19, 2024, by and between IGC Pharma, Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 21, 2024).

 10.07

 Master Loan Agreement, dated June 30, 2023, between IGC Pharma, Inc. and O-Bank, CO., LTD (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 7, 2023).

 10.08

 Extension of Master Loan Agreement between IGC Pharma, Inc. and O-Bank, CO., LTD. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 2, 2024).

 10.09

 Form of Share Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 7, 2023).

 10.10

 Share Purchase Agreement, dated March 22, 2024, between IGC Pharma, Inc. and Bradbury Asset Management (Hong Kong) Limited ("Bradbury") (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K on March 28, 2024).

 10.11

 IGC Form of Board of Directors Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 13, 2024).

 10.12

 Share Purchase Agreement, dated September 25, 2024, between IGC Pharma, Inc. and Moran Global Strategies, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 27, 2024).

 19.1*

 Insider Trading Policy

 21.1*

 Subsidiaries of India Globalization Capital, Inc.

 23.1*

 Consent of Manohar Chowdhry & Associates.

 31.1*

 Certificate pursuant to 17 CFR 240.13a-14(a).

 31.2*

 Certificate pursuant to 17 CFR 240.13a-14(a).

 32.1*

 Certificate pursuant to 18 USC. § 1350.

 32.2*

 Certificate pursuant to 18 USC. § 1350.

 97.1

 Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K filed on June 24, 2024)

 99.1

 Clinical Study Presentation, dated June 17, 2025 (incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form 8-K filed on June 17, 2025).

 101.INS***

 101.SCH***

 101.CAL***

 101.DEF***

 101.LAB***

 101.PRE***

 Cover

 *

 Filed herewith.

 **

 Indicates management contract or compensatory plan or arrangement.

 ***

 Furnished herewith

 Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

 ITEM
16. FORM 10 - K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 IGC PHARMA, INC.

 By:

 /s/ Ram Mukunda

 President and Chief Executive Officer
 (Principal Executive Officer)

 By:

 /s/ Claudia Grimaldi

 Vice-president & Chief Compliance Officer
 (Principal Financial Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 /s/ Ram Mukunda

 President, Chief Executive Officer, and Director
 (Principal Executive Officer)

 /s/ Claudia Grimaldi

 Vice-president & Chief Compliance Officer, and Director
 (Principal Financial Officer)

 /s/ Rohit Goel

 Rohit Goel

 Principal Accounting Officer

 /s/ Richard Prins

 Richard Prins

 Chairman of the Board of Directors

 /s/ James Moran

 James Moran

 Director

 /s/ Terry L. Lierman

 Terry L. Lierman

 Director

 2024-09-30

 2025-06-20

 us-gaap: PrivatePlacementMember

 us-gaap: InvestorMember
 igc: SharePurchaseAgreementMember

 2025-04-01
 2025-06-30

 us-gaap: InvestorMember
 igc: SharePurchaseAgreementMember

 2025-06-30

 2025-01-01

 igc: FiscalYear2026Member

 2025-01-01

 igc: ClinicalTrialInventoryMember

 igc: ClinicalTrialInventoryMember

 us-gaap: PatentsMember

 us-gaap: PatentsMember

 us-gaap: OtherIntangibleAssetsMember

 us-gaap: OtherIntangibleAssetsMember

 us-gaap: PatentsMember

 us-gaap: PatentsMember

 us-gaap: SoftwareDevelopmentMember

 us-gaap: SoftwareDevelopmentMember

 us-gaap: LandMember

 igc: PropertyPlantAndEquipmentTableMember

 us-gaap: BuildingAndBuildingImprovementsMember

 us-gaap: BuildingAndBuildingImprovementsMember

 us-gaap: MachineryAndEquipmentMember

 us-gaap: MachineryAndEquipmentMember

 us-gaap: MachineryAndEquipmentMember

 us-gaap: MachineryAndEquipmentMember

 us-gaap: ComputerEquipmentMember

 us-gaap: ComputerEquipmentMember

 us-gaap: OfficeEquipmentMember

 us-gaap: OfficeEquipmentMember

 us-gaap: OfficeEquipmentMember

 us-gaap: OfficeEquipmentMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: FurnitureAndFixturesMember

 us-gaap: VehiclesMember

 us-gaap: VehiclesMember

 us-gaap: LandMember

 2020-06-11

 2020-06-11
 2020-06-11

 igc: March2024SPAMember

 2024-03-22
 2024-03-22

 igc: March2024SPAMember

 2024-03-22

 us-gaap: InvestorMember
 igc: September2024SPAMember

 2024-09-25
 2024-09-25

 us-gaap: InvestorMember
 igc: September2024SPAMember

 2024-09-25

 2023-10-27

 igc: SalesAgreementMember

 igc: SharePurchaseAgreementsMember

 2025-04-01
 2025-06-30

 igc: SharePurchaseAgreementsMember

 2025-06-30

 igc: ESOP2008OmnibusPlanMember

 igc: ESOP2008OmnibusPlanMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: EmployeeStockOptionMember
 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: EmployeeStockOptionMember
 us-gaap: GeneralAndAdministrativeExpenseMember

 us-gaap: EmployeeStockOptionMember

 us-gaap: CashAndCashEquivalentsMember

 us-gaap: CashAndCashEquivalentsMember

 us-gaap: MoneyMarketFundsMember

 us-gaap: MoneyMarketFundsMember

 igc: DebtFundsMember

 igc: DebtFundsMember

 us-gaap: MutualFundMember

 us-gaap: MutualFundMember

 us-gaap: FairValueInputsLevel2Member
 us-gaap: CertificatesOfDepositMember

 us-gaap: FairValueInputsLevel2Member
 us-gaap: CertificatesOfDepositMember

 us-gaap: FairValueInputsLevel3Member

 us-gaap: FairValueInputsLevel3Member

 us-gaap: CashAndCashEquivalentsMember

 us-gaap: CashAndCashEquivalentsMember

 us-gaap: MoneyMarketFundsMember

 us-gaap: MoneyMarketFundsMember

 igc: DebtFundsMember

 igc: DebtFundsMember

 us-gaap: MutualFundMember

 us-gaap: MutualFundMember

 us-gaap: FairValueInputsLevel2Member
 us-gaap: CertificatesOfDepositMember

 us-gaap: FairValueInputsLevel2Member
 us-gaap: CertificatesOfDepositMember

 us-gaap: FairValueInputsLevel3Member

 us-gaap: FairValueInputsLevel3Member

 igc: Expiring2029Member

 igc: Expiring2030Member

 igc: Expiring2031Member

 igc: Expiring2032Member

 igc: Expiring2033Member

 igc: Expiring2034Member

 igc: Expiring2035Member

 igc: Expiring2036Member

 igc: Expiring2037Member

 igc: Expiring2038Member

 igc: Expiring2039Member

 igc: Expiring2040Member

 igc: Expiring2041Member

 igc: Expiring2042Member

 igc: Expiring2043Member

 igc: Expiring2044Member

 igc: Expiring2045Member

 igc: WellnessAndLifestyleMember

 igc: WellnessAndLifestyleMember

 igc: TollingWhiteLabelingServiceMember

 igc: TollingWhiteLabelingServiceMember

 igc: OtherRevenueMember

 igc: OtherRevenueMember

 igc: InfrastructureSegmentMember

 igc: PlantAndCannabinoidMember

 igc: PlantAndCannabinoidMember

 country: IN

 country: US

 country: CO

 country: IN

 country: US

 country: CO

 us-gaap: GeographicDistributionDomesticMember

 us-gaap: GeographicDistributionForeignMember

 us-gaap: GeographicDistributionDomesticMember

 us-gaap: GeographicDistributionForeignMember

 2025-04-30

 igc:segment