UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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

For the quarterly period ended December 31, 2017June 30, 2023

Transitionreport underpursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 1-32830number: 001-32830

igcpharma_logo1.jpg
INDIA GLOBALIZATION CAPITAL,

IGC PHARMA, INC.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation or organization)

20-2760393

(I.R.S. Employer Identification No.)

4336 Montgomery Ave. Bethesda,

10224 Falls Road, Potomac, Maryland

(Address of principal executive offices)

20814 

20854

(Zip Code)

(301) 983-0998

(Registrant’s telephone number, including area code)

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

Title of each class

Tradingsymbol(s)

Name of each exchange on whichregistered

Common Stock, par value $0.0001 per share

IGC

NYSE American LLC

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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

(Do not check if a smaller reporting company) 

Smaller reporting company

Emerging growth company

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No


There were approximately 30,282,053

53,916,604 shares of our common stock par value $0.0001, issued andwere outstanding as of January 31, 2018.July 24, 2023.

logo_2sm.jpg | June 30, 2023, Form 10-Q
 




INDIA GLOBALIZATION CAPITAL,

IGC PHARMA, INC.

QUARTERLY REPORT ON

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2017JUNE 30, 2023


Table of Contents


Page

PART I –I. FINANCIAL INFORMATION

Item 1.

3

4

3

4

4

5

 

5

6

6

7

  7

8

Item 2.

14

20

Item 3.

17

26

Item 4.

17

26

PART II –II. OTHER INFORMATION

Item 1.

18

27

Item 1A.

18

27

Item 2.

18

27

Item 3.

18

27

Item 4.

18

27

Item 5.

18

28

Item 6.

18

28

SIGNATURES

19

29



logo_2sm.jpg | June 30, 2023, Form 10-Q

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements. Additionally, we, or our representatives, may, from time to time, make other written or verbal forward-looking statements and 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,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. Such statements are based on currently available information, which management has assessed but which is dynamic and subject to rapid change due to risks and uncertainties that affect our business.

For the next several years, we believe our success is highly correlated with the outcome of our clinical trials and secondarily with the sale of our products and services. The Company may not be able to complete human trials on our investigational drug candidate, or, once conducted, the results of human trials may not be favorable or as anticipated or may reflect a lack of efficacy in humans or animals. Precautions, including social distancing and travel restrictions, among others, surrounding the ongoing SARS CoV 2 (COVID-19) pandemic could lead to delays or expenses greater than anticipated or projected. Failure or delay with respect to any of the above factors could have a material adverse effect on our business, future results of operations, stock price, and financial condition.

Our projections and investments anticipate certain regulatory changes and stable pricing, which may not hold out over the next several years. We may not be able to protect our intellectual property adequately or receive patents. We may not receive regulatory approval for our products or trials. The patent applications we have licensed may not be granted by the United States Patent and Trademark Office (USPTO), even if the Company is in full compliance with USPTO requirements. We may not have adequate resources, including financial resources, to successfully conduct all requisite clinical trials, to bring a product based on the above-referenced patented formulations to market, or to pay applicable maintenance fees over time. We may not be able to successfully commercialize our products even if they are successful and receive regulatory approval, including, but not limited to, based on the Food and Drug Administrations (FDA) current position on hemp and hemp-based products. Failure or delay with respect to any of the factors above could have a material adverse effect on our business, future results of operations, stock price, and financial condition.

This document also contains statements that are not approved by the FDA, including statements on hemp and hemp extracts and their potential efficacy on humans and animals. While these statements and claims are intended to be in compliance with federal and state laws, we cannot guarantee such compliance.

We caution you not to place undue reliance on forward-looking statements, which are based upon assumptions, expectations, plans, and projections subject to risks and uncertainties, including those, if any, identified in the Risk Factors set forth in this report or in our annual report on Form 10-K for the fiscal year ended March 31, 2023, filed with the Securities and Exchange Commission (SEC) on July 7, 2023, which 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 federal securities law, we do not undertake any 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.

logo_2sm.jpg | June 30, 2023, Form 10-Q
3


PART I FINANCIAL INFORMATION


Item 1. Financial Statements

INDIA GLOBALIZATION CAPITAL, INC.

IGC Pharma, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS


(All amounts in USD,thousands, except number of shares)share data)

(Unaudited)

  As of 
  31-December- 17  31-March - 17 
  (unaudited)  (audited) 
ASSETS      
Current assets:      
Cash and cash equivalents $1,690,792  $538,029 
Accounts receivable, net of allowances  1,155,229   752,926 
Prepaid expenses and other current assets  379,785   410,408 
Short-term investments  -   1,880,000 
Total current assets $3,225,806  $3,581,363 
Goodwill  198,169   198,169 
Intangible assets  124,272   - 
Property, plant and equipment, net  951,351   953,936 
Investment  6,015,634   6,011,114 
Other non-current assets  820,913   539,720 
Total long-term assets $8,110,339  $7,702,939 
Total assets $11,336,145  $11,284,302 
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Trade payables  674,882   416,532 
Accrued expenses  175,200   181,465 
Other current liabilities  474,101   691,714 
Total current liabilities $1,324,183  $1,289,711 
Long-term borrowings  -   452,080 
Loans- others  737,097   392,226 
Notes payable  1,800,000   1,800,000 
Total non-current liabilities $2,537,097  $2,644,306 
Total liabilities $3,861,280  $3,934,017 
Stockholders’ equity:        
Common stock — $.0001 par value; 150,000,000 shares authorized; 28,272,667 issued and outstanding as of March 31, 2017 and 29,499,790 issued and outstanding as of December 31, 2017. $2,950  $2,827 
Additional paid-in capital  62,737,631   61,413,533 
Accumulated other comprehensive income  (2,037,529)  (2,047,780)
Retained earnings/(deficit)  (53,219,180)  (52,009,459)
Total equity attributable to Parent $7,483,872  $7,359,121 
Non-controlling interest $(9,007) $(8,836)
Total stockholders’ equity $7,474,865  $7,350,285 
Total liabilities and stockholders’ equity $11,336,145  $11,284,302 

  

June 30, 2023

($)

  

March 31, 2023
($)

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

  1,723   3,196 

Accounts receivable, net

  225   107 

Short term investments

  227   154 

Inventory

  2,641   2,651 

Deposits and advances

  262   358 

Total current assets

  5,078   6,466 
         

Non-current assets:

        

Intangible assets, net

  1,179   1,170 

Property, plant, and equipment, net

  8,104   8,213 

Claims and advances

  1,017   1,003 

Operating lease asset

  295   326 

Total non-current assets

  10,595   10,712 

Total assets

  15,673   17,178 

LIABILITIES AND STOCKHOLDERS EQUITY

        

Current liabilities:

        

Accounts payable

  672   530 

Accrued liabilities and others

  1,459   1,368 

Total current liabilities

  2,131   1,898 
         

Non-current liabilities:

        

Long-term loans

  140   141 

Other liabilities

  21   21 

Operating lease liability

  179   207 

Total non-current liabilities

  340   369 

Total liabilities

  2,471   2,267 
         

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 June 30, 2023, and March 31, 2023.

        

Common stock and additional paid-in capital, $0.0001 par value: 150,000,000 shares authorized; 53,077,436 shares issued and outstanding as of June 30, 2023, and March 31, 2023, respectively.

  119,322   118,965 

Accumulated other comprehensive loss

  (3,380)  (3,389)

Accumulated deficit

  (102,740)  (100,665)

Total stockholders equity

  13,202   14,911 

Total liabilities and stockholders equity

  15,673   17,178 
See

The accompanying Notes tonotes should be read in connection with these Condensed Consolidated Financial Statements belowStatements.

logo_2sm.jpg | June 30, 2023, Form 10-Q

IGC Pharma, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

(Unaudited)

  

Three months ended June 30,

 
  

2023

($)
  

2022

($)
 

Revenue

  555   212 

Cost of revenue

  (300)  (70)

Gross profit

  255   142 

Selling, general and administrative expenses

  (1,647)  (1,550)

Research and development expenses

  (747)  (1,394)

Operating loss

  (2,139)  (2,802)

Other income, net

  64   17 

Loss before income taxes

  (2,075)  (2,785)

Income tax expense/benefit

  -   - 

Net loss attributable to common stockholders

  (2,075)  (2,785)

Foreign currency translation adjustments

  9   (219)

Comprehensive loss

  (2,066)  (3,004)
         

Loss per share attributable to common stockholders:

        

Basic and diluted

 $(0.04) $(0.05)

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

  53,077,436   51,616,598 

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

logo_2sm.jpg | June 30, 2023, Form 10-Q

IGC Pharma, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(in thousands)

(Unaudited)

  

Number of

Common Shares

  

Common Stock and

Additional Paid in

Capital

($)

  

Accumulated

Deficit

($)

  

Accumulated Other

Comprehensive Loss

($)

  

Total Stockholders’

Equity

($)

 

Balances as of March 31, 2022

  51,054   116,019   (89,159

)

  (2,968

)

  23,892 

Common stock-based compensation & expenses, net

  787   1,152   -   -   1,152 

Net proceeds from the issuance of common stock

  -   -   -   -   - 

Net loss

  -   -   (2,785

)

  -   (2,785

)

Foreign currency translation adjustments

  -   -   -   (219

)

  (219

)

Balances as of June 30, 2022

  51,841   117,171   (91,944

)

  (3,187

)

  22,040 
                     
                     

Balances as of March 31, 2023

  53,077   118,965   (100,665)  (3,389)  14,911 

Common stock-based compensation & expenses, net

  -   357   -   -   357 

Net proceeds from the issuance of common stock

  -   -   -   -   - 

Net loss

  -   -   (2,075)  -   (2,075)

Foreign currency translation

  -   -   -   9   9 

Balances as of June 30, 2023

  53,077   119,322   (102,740)  (3,380)  13,202 

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

logo_2sm.jpg | June 30, 2023, Form 10-Q

IGC Pharma, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

  

Three months Ended

June 30,

 
  

2023

($)
  

2022

($)
 

Cash flows from operating activities:

        

Net loss

  (2,075)  (2,785)

Adjustment to reconcile net loss to net cash:

        

Depreciation and amortization

  155   162 

Common stock-based compensation and expenses, net

  357   1,152 

Other non-cash items

  (53)  68 
         

Changes in:

        

Accounts receivables, net

  (118)  (23)

Inventory

  10   (74)

Deposits and advances

  33   73 

Claims and advances

  (13)  15 

Accounts payable

  142   (524)

Accrued and other liabilities

  91   (258)

Operating lease asset

  31   31 

Operating lease liability

  (28)  (33)

Net cash used in operating activities

  (1,468)  (2,196)
         

Cash flow from investing activities:

        

Purchase of property, plant, and equipment

  (20)  (127)

Sale of property, plant, and equipment

  43   - 

Acquisition and filing cost of patents and rights

  (28)  (31)

Net cash used in investing activities

  (5)  (158)
         

Cash flows from financing activities:

        

Net proceeds from the issuance of common stock

  -   - 

Repayment of long-term loan

  (1)  (1)

Net cash used in financing activities

  (1)  (1)
         

Effects of exchange rate changes on cash and cash equivalents

  1   (52)

Net decrease in cash and cash equivalents

  (1,473)  (2,407)

Cash and cash equivalents at the beginning of the period

  3,196   10,460 

Cash and cash equivalents at the end of the period

  1,723   8,053 
         

Supplementary information:

        

Non-cash items:

        

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

  357   1,152 

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

logo_2sm.jpg | June 30, 2023, Form 10-Q

IGC Pharma, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED JUNE 30, 2023

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

Unless the context requires otherwise, all references in this report to IGC,the Company,we,our and/or us refer to IGC Pharma, Inc., together with our subsidiaries and beneficially owned subsidiary. Our public filings with the Securities and Exchange Commission, the SEC,” are available on www.sec.gov. The information contained on our various websites, including www.igcinc.us, is not incorporated by reference in this report, and you should not consider such information to be a part of this report. We exclude our investments and minority non-controlling interests, and any information provided by them is not incorporated by reference in this report, and you should not consider such information to be a part of this report.

NOTE 1 BUSINESS DESCRIPTION

Overview

IGC Pharma, Inc., is a clinical-stage pharmaceutical company with a diversified revenue model that develops prescription drugs and over-the-counter (OTC) products. We are a Maryland corporation established in 2005 with a fiscal year that is a 52- or 53-week period that ends on March 31.

Our focus is on developing innovative therapies for neurological disorders such as Alzheimer’s disease, epilepsy, Tourette syndrome, and sleep disorders. We also focus on formulations for eating disorders, chronic pain, premenstrual syndrome (PMS), and dysmenorrhea, in addition to health and wellness OTC formulations. The Company is developing its proprietary lead candidate, IGC-AD1, an investigational oral therapy for the Notestreatment of agitation associated with Alzheimer’s disease. IGC-AD1 is currently in Phase 2 (Phase 2B) clinical trials after completing nearly a decade of research and realizing positive results from pre-clinical and a Phase 1 trial. This previous research into IGC-AD1 has demonstrated efficacy in reducing plaques and tangles, which are two important hallmarks of Alzheimer’s, as well as reducing neuropsychiatric symptoms associated with dementia in Alzheimer’s disease, such as agitation.

IGC has two segments: Life Sciences and Infrastructure.

Life Sciences Segment

Pharmaceutical: Since 2014, the Company has focused primarily on the potential uses of phytocannabinoids, in combination with other compounds, to treat multiple diseases, such as Alzheimer’s disease. As a company engaged in the clinical-stage pharmaceutical industry, we focus our research and development efforts, subject to results of future clinical trials, on seeking pharmaceutical solutions that may a) alleviate neuropsychiatric symptoms such as agitation, anxiety, and depression associated with dementia in Alzheimer’s disease; and b) halt the onset, progression, or cure Alzheimer’s disease.

The Company currently has two main investigational small molecules in various stages of development:

1) IGC-AD1, our proprietary lead therapeutic candidate, is a Tetrahydrocannabinol (THC) based formulation that has demonstrated in Alzheimer’s cell lines the potential to reduce the buildup of Aβ plaques and the potential to decrease or inhibit the phosphorylation of tau, a protein that is responsible for the formation of neurofibrillary tangles (NFTs), both important hallmarks of Alzheimer’s. In addition, Phase 1 human trial results demonstrated IGC-AD1’s potential to reduce agitation in dementia due to Alzheimer’s. IGC-AD1 is currently in Phase 2B trials for treating agitation in dementia from Alzheimer’s, a condition that affects over 10 million individuals in North America and Europe, and

2) TGR-63, non-cannabinoid small molecule that has shown promise in pre-clinical trials for reducing amyloid burden in an Alzheimer’s disease model. In Alzheimer’s, the accumulation of beta-amyloid protein in the brain leads to the Audited Consolidated Financial Statements containedformation of Aβ plaques, which are associated with neurotoxicity and cell dysfunction, ultimately leading to cell death and cognitive decline. The potential efficacy of TGR-63 lies in its ability to inhibit the aggregation of beta-amyloid. If shown to be safe and efficacious in human trials in reducing the formation of Aβ plaques, this molecule could halt the neurotoxic process caused by beta-amyloid, thereby preventing or treating Alzheimer’s.

logo_2sm.jpg | June 30, 2023, Form 10-Q

Over-the-Counter Products: We have created a women’s wellness brand, Holief™ available through online channels that are compliant with relevant federal, state, and local laws, and regulations. Holief™ is an all-natural, non-GMO, vegan, line of over the counter (OTC) products aimed at treating menstrual cramps (dysmenorrhea) and premenstrual syndrome (PMS). The products are available online and through Amazon and other online channels. In addition, we sell our product formulations to other companies that market them under their brand. This is the white label part of the OTC business.

Phase 2 Clinical Trial

Typically, a Phase 2 trial is divided into a Phase 2A and a Phase 2B trial with the former designed to assess dosing requirements and the latter to establish efficacy. In this document, we refer to the trial as Phase 2 and Phase 2B interchangeably. The Company has initiated a Phase 2B 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”. The protocol is powered at 146 Alzheimer’s patients, with half receiving placebo, and is a superiority, parallel group study.

The primary end point is agitation in dementia due to Alzheimer’s disease as rated by the Cohen-Mansfield Agitation Inventory (CMAI) over a six-week period. The Phase 2 trial will also look at eleven exploratory objectives, including changes in anxiety, changes in cognitive processes such as attention, orientation, language, and visual spatial skills as well as memory, changes in depression, delusions, hallucinations, euphoria/elation, apathy, disinhibition, irritability, aberrant motor behavior, sleep disorder, appetite, quality of life, and caregiver burden. In addition, the trial will evaluate the impact of CYP450 polymorphisms and specifically CYP2C9 on each of the NPS and assess any reductions in psychotropic drugs, among others. CYP2C9 ranks amongst the most important drug metabolizing enzymes in humans, as it breaks down over 100 drugs, including nonsteroidal anti-inflammatory all drugs. We seek to understand how various versions of the enzyme act on IGC-AD1. Each participant will receive two doses of IGC-AD1 (b.i.d.) or two doses of placebo per day for six weeks.

Business Organization

As of June 30, 2023, the Company had the following operating subsidiaries: Techni Bharathi Private Limited (TBL), IGCare LLC, Holi Hemp LLC, IGC Pharma LLC, SAN Holdings LLC, Sunday Seltzer, LLC, Hamsa Biopharma India Pvt. Ltd. And Colombia-based beneficially-owned subsidiary IGC Pharma SAS (formerly Hamsa Biopharma Colombia SAS) (Hamsa). The Company’s fiscal year is the 52- or 53-week period that ends on March 31. The Company’s principal office is in Maryland established in 2005. Additionally, the Company has offices in Washington state, Colombia, and India. The Company’s filings are available on www.sec.gov.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying condensed consolidated Balance Sheet as of June 30, 2023, and March 31, 2023, condensed consolidated statements of operations for the three months ended June 30, 2023, and 2022, and condensed consolidated statements of cash flows for the three months ended June 30, 2023, and 2022, are unaudited. The consolidated balance sheet as of March 31, 2023, has been derived from audited financial statements, and the accompanying as of June 30, 2023 unaudited condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (the “FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the SEC.

Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim statements have been included. The results reported in these interim statements are not necessarily indicative of the results that may be reported for the entire year. These interim statements should be read in conjunction with the Company’s Annual Report on Form 10-Kaudited consolidated financial statements for the fiscal year ended March 31, 20172023 (“Fiscal 2023”) contained in the Company’s Form 10-K for Fiscal 2023, filed with the SEC on July 14, 2017.7, 2023, specifically in Note 2 to the consolidated financial statements.

logo_2sm.jpg | June 30, 2023, Form 10-Q

INDIA GLOBALIZATION CAPITAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(All amounts in USD, except number

Principles of shares)

  
Three months ended
December 31,
  
Nine months ended
December 31,
 
 2017  2016  2017  2016 
             
Revenues $762,009  $249,801  $1,050,582  $487,364 
Cost of revenues (excluding depreciation)  (723,062)  (121,829)  (893,113)  (276,418)
Selling, general and administrative expenses  (507,332)  (322,891)  (1,217,293)  (959,693)
Depreciation  (4,989)  (196,103)  (15,297)  (391,617)
Loss on investments/associates /joint ventures  -   4,910   -   (178,925)
Operating income /(loss) $(473,374) $(386,112) $(1,075,121) $(1,319,289)
Interest expense  (60,527)  (46,465)  (145,905)  (136,421)
Interest income & other income (net)  1,090   359,104   9,401   372,957 
Income before income taxes and minority interest attributable to non-controlling interest $(532,811) $(73,473) $(1,211,625) $(1,082,753)
Net income/(loss) $(532,811) $(73,473) $(1,211,625) $(1,082,753)
Non-controlling interests in earnings of subsidiaries  (230)  38,088   (634)  26,848 
Net income/(loss) attributable to common stockholders $(532,581) $(111,561) $(1,210,991) $(1,109,601)
Earnings/(loss) per share attributable to common stockholders:                
Basic $(0.02) $(0.00) $(0.04) $(0.04)
Diluted $(0.02) $(0.00) $(0.04) $(0.04)
Weighted-average number of common shares used in computing earnings per share amounts:                
Basic  28,169,292   27,446,095   27,126,208   27,446,095 
Diluted  28,169,292   27,446,095   27,126,208   27,446,095 

See accompanying Notes to Condensed Consolidated Financial Statements below in this report and Notes to the Audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 filed with the SEC on July 14, 2017.

INDIA GLOBALIZATION CAPITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
(Unaudited)

(All amounts in USD, except number of shares and per share amounts)
  Three months ended December 31, 
  2017  2016 
  IGC  
Non-controlling
interest
  Total  IGC  
Non-controlling
interest
  Total 
Net income/(loss) $(532,581) $(230) $(532,811) $(111,561) $38,088  $(73,473)
Foreign currency translation adjustments  21,174   -   21,174   180,000   -   180,000 
Comprehensive income/(loss) $(511,407) $(230) $(511,637) $68,439  $38,088  $106,527 

  Nine months ended December 31, 
  2017  2016 
  IGC  
Non-controlling
interest
  Total  IGC  
Non-controlling
interest
  Total 
Net income/(loss) $(1,210,991) $(634) $(1,211,625) $(1,109,601) $26,848  $(1,082,753)
Foreign currency translation adjustments  10,252   -   10,252   128,150   -   128,150 
Comprehensive income/(loss) $(1,200,739) $(634) $(1,201,373) $(981,451) $26,848  $(954,603)

See accompanying Notes to Condensed Consolidated Financial Statements below in this report and the Notes to the Audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 filed with the SEC on July 14, 2017.


INDIA GLOBALIZATION CAPITAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(All amounts in USD, except number of shares and per share amounts)
  Nine months ended December 31, 
  2017  2016 
Cash flows from operating activities:      
Net income (loss) $(1,211,625) $(1,082,753)
Adjustment to reconcile net income/(loss) to net cash:        
     Depreciation  15,297   391,617 
     Bad debts written off/creditors restated  24   - 
     Loss from Investments /joint venture /associates      178,925 
     Non-cash interest expenses  115,500   104,015 
     Stock base compensation and expense  426,111   - 
Changes in:        
    Accounts receivable $(401,811) $299,848 
    Other current assets  48,695   78,348 
    Trade payables  258,350   48,719 
    Other current liabilities  (223,877)  (501,787)
Net cash provided/(used) in operating activities $(973,336) $(483,068)
         
Cash flow from investing activities:        
         
   Purchase/addition of property, plant and equipment  (11,224)  (128,765)
   Proceeds from short term investment  (4,106)  (27,502)
   Deposit towards acquisition (net of cash acquired)  -   (114,427)
   Non-current assets  (286,167)  - 
Net cash provided/(used) by investing activities $(301,497) $(270,694)
         
Cash flows from financing activities:        
   Proceeds from share issue $2,636,478  $438,165 
   Net movement in short-term borrowing  -   (27,762)
   Proceeds /(repayment) from long-term borrowing  (452,080)  (910,583)
   Proceeds from loans  344,871   379,170 
   Expense for raising funds & issuance of stock  (111,253)  - 
Net cash provided/(used) by financing activities $2,418,016  $(121,010)
         
Effects of exchange rate changes on cash and cash equivalents  9,580   128,134 
Net increase/(decrease) in cash and cash equivalents  1,152,763   (746,638)
Cash and cash equivalent at the beginning of the period  538,029   1,490,693 
Cash and cash equivalent at the end of the period $1,690,792  $744,055 
         
Supplementary information:        
    Cash paid for interest $30,405  $32,406 
Non-cash items:        
   Common stock issued for interest payment on notes payable $115,500  $104,015 
   Common stock issued including ESOP, consultancy and other $465,158  $- 

See accompanying Notes to Consolidated Financial Statements below in this report and Notes to the Audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 filed with the SEC on July 14, 2017.


INDIA GLOBALIZATION CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Overview of India Globalization Capital, Inc. (“IGC”)
India Globalization Capital, Inc. (“IGC” or the “Company”), was incorporated in April 2005 under the laws of the state of Maryland, and through its subsidiaries in the USA, India, Hong Kong and Malaysia, is engaged in two major business segments - consolidation

The first is a legacy infrastructure business consisting of heavy equipment rental, trading infrastructure related commodities, and real estate management. The second is development of cannabis-based combination therapies with a pipeline of products, including lead candidate, Hyalolex, designed to improve the lives of patients battling Alzheimer’s disease, Parkinson’s disease, chronic pain, post-traumatic stress disorder, and eating disorders and a long-term focus on developing blockchain technologies to solve critical issues facing the Cannabis industry.  

b) Changes in subsidiaries

IGC closed its Hong Kong based direct subsidiary IGC Clean Tech, and our India based subsidiary Techni Bharathi Private Limited (“TBL”), in the quarter ended December 31, 2017, beneficially incorporated as its Hong Kong based subsidiary IGC Enterprise that is involved in trading. TBL paid a premium of $745 for the 100% beneficial ownership.

c) Basis of presentation and use of estimates
The Company has prepared the accompanying unaudited Condensed Consolidated Financial Statements (“Financial Statements”) in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information.  Accordingly, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements.  In preparing the financial statements management is required to make estimates and assumptions that could affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.  The results for interim periods do not necessarily indicate the results that may be expected for any other interim period or for the full year. The significant accounting policies adopted by the Company, in respect of these consolidated financial statements, are set out in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017. Therefore, the Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and respective notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2017 filed with the SEC on July 14, 2017.  In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation have been included in the Financial Statements. The consolidated financial statements include the consolidated accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. In the opinion of Management, the interim statements reflect all its subsidiaries thatadjustments, which are more than 50% ownednormal and controlled. The Company consolidates the subsidiaries into its consolidatedrecurring in nature, necessary for fair financial statements.statement presentation. Transactions between the Company and its subsidiaries have beenare eliminated in the consolidated financial statements.
d)

Presentation ofand functional currencies


In the quarter ended December 31, 2017, in addition to the US, IGC

The Company operates in India, the U.S., Colombia, and Hong Kong, and Malaysia and a substantial portion of the Company’s salesfinancials are denominated in USD, INR, and RM.the Indian Rupee (“INR”), the Hong Kong Dollar (“HKD”), or the Colombian Peso (“COP”). As a result, changes in the relative values of the U.S. dollar andDollar (“USD”), the INR, the HKD, or the RMCOP affect revenues and profits as the results are translated into U.S. dollars in the consolidated and pro formaour financial statements.

The accompanying financial statements are reported in U.S. dollars. TheUSD. INR, HKD, and the RMCOP are the functional currencies for certain subsidiaries of the Company. The translation of the functional currencies into U.S. dollarsUSD is performed for assets and liabilities using the exchange rates in effect at the balance sheet date and for revenues costs 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.

e) Consolidation

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.

Going Concern

The Company’sCompany assesses and determines its ability to continue as a going concern in accordance with the provisions of ASC Subtopic 205-40, “Presentation of Financial StatementsGoing 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.

The Company estimates that its current fiscal year endscash and cash equivalents balance with working capital credit facility and equity investment is sufficient to support operations beyond the twelve months following the date these consolidated financial statements and footnotes were issued. These estimates are based on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects.

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 $17 thousand of provision for the doubtful debt of $225 thousand as of June 30, 2023, as compared to $107 thousand of accounts receivable as of March 31, 2018. Unless2023.

Loss per share

The computation of basic loss per share for the context requires otherwise,three months ended June 30, 2023, excludes potentially dilutive securities of approximately 10 million 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. In addition, the Company entered into a private placement agreement on June 30, 2023. As per the terms of the agreement, the Company will issue 10 million shares of unregistered common stock.

The weighted average number of shares outstanding for the three months ended June 30, 2023, and 2022, used for the computation of basic earnings per share (“EPS”) is 53,077,436 and 51,616,598, respectively. Due to the loss incurred by the Company during the three months ended June 30, 2023, and 2022, all references in this reportthe potential equity shares are anti-dilutive, and accordingly, the fully diluted EPS is equal to “IGC,” “we,” “our” and “us” refer to India Globalization Capital, Inc., together with its subsidiaries, as listed and described in its Annual Report onthe basic EPS.

logo_2sm.jpg | June 30, 2023, Form 10-K filed with the SEC on July 14, 2017.  We exclude our investments and minority non-controlling interests, and any information provided by them is not incorporated by reference in this report, and you should not consider it a part of this report. Our filings are available on www.sec.gov. The information contained on our website, www.igcinc.us, is not incorporated by reference in this report, and you should not consider it a part of this report.10-Q

NOTE 2 – INTENTIONALLY LEFT BLANK

NOTE 3 – ACCOUNTS RECEIVABLE

Cybersecurity


Accounts receivable, net

We have a cybersecurity policy in place and have taken cybersecurity measures to safeguard against hackers, however, there can be no assurance thereof. During the three months ended June 30, 2023, there were no impactful breaches in cybersecurity.

Revenue Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (ASC 606). The core principle of allowances, amountedthis standard is that a company should recognize revenue to $1,155,229depict 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 $752,926products in the Infrastructure and Life Sciences segment.

Revenue in the Infrastructure segment is recognized for the renting business when the equipment is rented, and the terms of the agreement have been fulfilled during the period. Revenue from the execution of infrastructure contracts is recognized on the basis of the output method as and when part of the performance obligation has been completed and approval from the contracting agency has been obtained after survey of the performance completion as of December 31, 2017that date. In the Life Sciences segment, the revenue from the wellness and March 31, 2017, respectively.  The accounts receivable netlifestyle 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 reservesthe 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 the quarterthree months ended December 31, 2017 come primarilyJune 30, 2023, and 2022 are as follows:

  

(in thousands)

Three months ended June 30,

 
  

2023

($)
  

2022

($)
 

Infrastructure segment (1)

  167   10 
         

Life Sciences segment

        

Wellness and lifestyle (2)

  44   80 

White labeling services (3)

  344   122 

Total

  555   212 

(1) Infrastructure segment consists of income from construction management,the rental of heavy construction equipment and tradingconstruction contracts.

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

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

Recently issued accounting pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in commodities.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.

logo_2sm.jpg | June 30, 2023, Form 10-Q

NOTE 3 INVENTORY

  

(in thousands)

 
  

As of

June 30, 2023

($)
  

As of

March 31, 2023

($)
 

Raw materials

  2,091   2,100 

Work-in-Progress

  -   18 

Finished goods

  550   533 

Total

  2,641   2,651 

During the three months ended June 30, 2023, the Company wrote off approximately $20 thousand of inventory due to abnormal loss due to 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 June 30, 2023, and March 31, 2023, our consolidated balance sheet reported approximately $397 thousand and $407 clinical trial-related inventory, respectively.

NOTE 4 OTHER CURRENT DEPOSITS AND NON-CURRENT ASSETS


ADVANCES

  

(in thousands)

 
  

As of

June 30, 2023

($)

  

As of

March 31, 2023

($)

 

Advances to suppliers and consultants

  54   72 

Other receivables and deposits

  15   24 

Prepaid expenses and other current assets

  193   262 

Total

  262   358 

The Advances to suppliers and consultants primarily relate to advances to suppliers in our Life Sciences and Infrastructure segments. Prepaid expenses and other current assets consistinclude approximately $21 thousand of the following:

  
As of
December 31, 2017
  
As of
March 31, 2017
 
Prepaid /preliminary expenses $-  $6,750 
Advance to suppliers, others & services  355,490   352,850 
Security/statutory advances  17,320   14,216 
Prepaid and accrued interest  1,459   1,436 
Deposit and other current assets  5,516   35,156 
Total $379,785  $410,408 
Other non-current assets consiststatutory advances as of the following:
  
As of
December 31, 2017
  
As of
March 31, 2017
 
Statutory/Other advances $521,631  $539,720 
Product formulation  299,282   - 
Total $820,913  $539,720 

On May 21, 2012, TBL entered into an agreement with Weave & Weave for the purchaseJune 30, 2023, as compared to $25 thousand as of land. TBL gave Weave and Wave an advance of $383,832. As of the date of this filing, the parties are in the process of negotiating a settlement that includes the purchase and sale of land as well as the refund of the advance given by TBL.  Product Formulation is the capitalized part of expenses related to the formulation of products.  The products including, Hyalolex, our lead product for patients suffering from Alzheimer’s are all non-FDA approved products.  These products do not require FDA approval for sale in dispensaries.March 31, 2023.

NOTE 5 INTANGIBLE ASSETS AND GOODWILL

  

(in thousands)

 
  

As of

June 30, 2023

($)

  

As of

March 31, 2023

($)

 

Amortized intangible assets

        

Patents

  721   709 

Other intangibles

  34   34 

Accumulated amortization

  (125)  (107)

Total amortized intangible assets

  630   636 
         

Other intangible assets

        

Patents

  549   534 

Other intangibles

  -   - 

Total unamortized intangible assets

  549   534 

Total intangible assets

  1,179   1,170 

The movement in intangible assets and goodwill is given below.logo_2sm.jpg | June 30, 2023, Form 10-Q
  
As of
December 31, 2017
  
As of
March 31, 2017
 
Intangible assets at the beginning of the period $-  $113,321 
Amortization  -   (113,321)
Patent filings and rights  124,272   - 
Total Intangible assets $124,272  $- 
Goodwill of Cabaran Ultima Sdn Bhd  198,169   198,169 
Total Goodwill $198,169   198,169 
The value of goodwill for the two periods shown is $198,169 and is associated with the acquisition of Cabaran Ultima. The capitalized patent expenses are direct expenses, legal, filing fees etc., associated with filing patents in North America, Europe and Canada.

The value of intangible assets includes the cost of acquiring patent rights, supporting data, and the expense associated with filing of patent applications. It also includes acquisition costs related to domains and licenses.

The intangible with finite life is up to 20 years are amortized on straight-line basis, commencing from the date of grant or acquisition. The amortization expense in the three months ended June 30, 2023, and 2022, amounted to approximately $18 thousand and $10 thousand, respectively.

The Company regularly reviews its intangible assets to determine if any intangible asset is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period and concluded that, as of June 30, 2023, there was no impairment.

Estimated annual amortization expense

(in thousands)

($)

For the year ended 2024

80

For the year ended 2025

88

For the year ended 2026

96

For the year ended 2027

106

For the year ended 2028

117

NOTE 6 PROPERTY, PLANT, AND EQUIPMENT


Property,

  

(in thousands, except useful life)

 
  

Useful Life (years)

  

As of

June 30, 2023

($)

  

As of

March 31, 2023

($)

 

Land

 N/A   4,104   4,100 

Buildings and facilities

 25   2,303   2,298 

Plant and machinery

 5-20   3,340   3,335 

Computer equipment

 3   143   138 

Office equipment

 3-5   88   84 

Furniture and fixtures

 5   92   92 

Vehicles

 5   102   102 

Total gross value

     10,172   10,149 

Less: Accumulated depreciation

     (2,068)  (1,936)

Total property, plant, and equipment, net

     8,104   8,213 

The depreciation expense in the three months ended June 30, 2023, and 2022 amounted to approximately $137 thousand and $152 thousand, respectively. The net decrease in Total property, plant, and equipment consistis primarily due to depreciation. The Company sold a fully depreciated property in India for net proceeds of the following: 


 Category Useful Life (years)  
As of
December 31, 2017
  
As of
March 31, 2017
 
Building (flat)  25  $245,035  $241,181 
Plant and machinery  20   1,737,381   1,710,055 
Computer equipment  3   160,643   157,349 
Office equipment  5   121,372   119,528 
Furniture and fixtures  5   72,167   70,368 
Vehicles  5   296,288   292,764 
Assets under construction  N/A   969,573   957,880 
Total     $3,602,459  $3,549,125 
Less: Accumulated depreciation     $(2,651,108) $(2,595,189)
Net Assets     $951,351  $953,936 

Depreciation expenseapproximately $43 thousand and accounted for a profit of approximately $43 thousand in other income. For more information, please refer to Note 16 – “Segment Information” for the nine months ended December 31, 2017non-current assets other than financial instruments held in the country of domicile and 2016 was $15,297 and $391,617 respectively.  Capital work-in-progress represents the cost of property and equipment not put to use before the balance sheet date.foreign countries.


NOTE 7 INVESTMENTS – OTHERS
LEFT BLANK INTENTIONALLY

Investments - others for each of the periods ended December 30, 2017 and March 31, 2017, consisted of the following:
  
As of
December 31, 2017
  
As of
March 31, 2017
 
Investment in equity shares of unlisted company & associates $67,912  $63,392 
Investment in affiliate  773,111   773,111 
Investment in land  5,174,611   5,174,611 
Total $6,015,634  $6,011,114 
Pursuant to the December 18, 2014 Purchase Agreement with Apogee, we issued 1,200,000 common shares of IGC valued at $888,000 for the purchase of 24.9% ownership interest in Midtown Partners & Co., LLC.  The Purchase Agreement expired onlogo_2sm.jpg | June 30, 2015, and the Company is pursuing its rights under the terms of the Purchase Agreement to recover certain damages. Value of investment in our books is $773,111 as on December 31, 2017.2023, Form 10-Q

NOTE 8 – Intentionally left blank.

NOTE 9 – OTHER CURRENT AND NON-CURRENT LIABILITIES
Other current liabilities consist of the following:
   
As of
December 31, 2017
  
As
of March 31, 2017
 
Statutory payables $16,344  $15,203 
Employee related liabilities  457,757   676,511 
Total $474,101  $691,714 
For the quarter ended December 31, 2017, there were no other non-current liabilities.

NOTE 8 CLAIMS AND ADVANCES

  

(in thousands)

 
  

As of

June 30, 2023

($)

  

As of

March 31, 2023

($)

 

Claims receivable (1)

  951   951 

Non-current deposits

  27   27 

Non-current advances

  39   25 

Total

  1,017   1,003 

(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. It includes $140 thousand owed to the company by one of our manufacturers for the equipment purchase.

NOTE 9 LEFT BLANK INTENTIONALLY

NOTE 10 RELATED PARTY TRANSACTIONS

As ACCRUED AND OTHER LIABILITIES

  

(in thousands)

 
  

As of

June 30, 2023

($)

  

As of

March 31, 2023

($)

 

Compensation and other contributions

  751   619 

Provision for expenses

  131   258 

Short-term lease liability

  129   133 

Other current liability

  448   358 

Total

  1,459   1,368 

Compensation and other contribution-related liabilities consist of Decemberaccrued 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 $48 thousand and $31 thousand as of June 30, 2023, and March 31, 2017,2023, respectively, and approximately $3 thousand of short-term loans as of June 30, 2023, and March 31, 2023, respectively.

NOTE 11 LOANS AND OTHER LIABILITIES

Loan as of June 30, 2023:

On June 11, 2020, the Company has (i) a balance of $98,185 due and payable to our CEO inclusive of certain unpaid salaries from previous years and (ii) a secured loan at zero interest from spouse of our CEO in the amount of $244,412.

We payreceived an affiliate of our CEO $4,500 per monthEconomic Injury Disaster Loan (“EIDL”) for office space and certain general and administrative services rendered in Maryland.  In addition, we pay another affiliate of our CEO $6,100 per month for office and facilities in Washington State.  We believe, based on rents and fees for similar services in the Washington, D.C. metropolitan area, and Washington State that the fee charged by the affiliates are at least as favorable as we could have obtained from an unaffiliated third party and these payments are not considered, or meant to be compensation to our CEO.  The rental agreement for the Maryland location is on a month-to-month basis and may be terminated by our Board of Directors of the Company at any time without notice. The rental agreement for Washington State facilities expired on December 31, 2017, and it was renewed in January 2018 by mutual consent for 1 more year.  During the quarter ended December 31, 2017, the total rent paid to one of the affiliates for the office space (and services) in Maryland was $13,500. $36,600 is payable to one of the affiliates for the rental of the facilities in Washington State. As on December 31, 2017, an amount of $82,147 is due to RGF Cabaran’s director.  For December 31, 2017 there was no loan balance due to the Director of Cabaran.
Loans by Related Parties:
We have a secured working capital loan that has a loan balance of $195,061 as of December 31, 2017 and $97,500 as of March 31, 2017 from affiliates of our CEO,approximately $150 thousand at an annual interest rate of zero percent,3.75%. The Company must pay principal and interest payments of $731 every month beginning June 5, 2021. The SBA will apply each installment payment first to pay interest accrued to the day SBA receives the payment and will then apply any remaining balance to reduce principal. All remaining principal and accrued interest is due February 23, 2022.  There is no prepayment penalty.  The assetsand payable 30 years from the date of the Company secureloan. For the loan.

Loans to Related Parties:
On Aprilthree months ended June 30, 2015, FYE 2016, we loaned Apogee Financial Services,2023, and June 30, 2022, the majority ownerinterest expense and principal payment for the EIDL was approximately $1 thousand and $1 thousand, respectively. As of Midtown Partners, $70,000 as working capital for Midtown partners.  TheJune 30, 2023, approximately $140 thousand of the loan is outstandingclassified as Long-term loans and approximately $3 thousand as Short-term loans.

On June 30, 2023, the Company successfully entered into a Master Loan and Security Agreement (the “Credit Agreement”) with O-Bank, CO., LTD., pursuant to which the Company may borrow up to $12 million. The Credit Agreement serves to satisfy ongoing liquidity requirements and ensure the Company’s ability to sustain its operations. The Credit Agreement matures on June 30, 2024, with an option to renew. Borrowings under the Credit Agreement will bear interest, calculated according to the interest rate mentioned in the Certificate of December 31, 2017.Deposit (as defined in the Credit Agreement), as the case may be, plus an applicable margin of 1%, and the Company shall bear the tax. Interest is due and payable in full by the Company on the last business day of each interest period. As of June 30, 2023, the entire amount of $12 million remains unused.

logo_2sm.jpg | June 30, 2023, Form 10-Q
NOTE 11 – NOTES PAYABLE AND LOANS – OTHERS

Other Liability:

  

(in thousands)

 
  

As of

 
  

June 30, 2023

($)

  

March 31, 2023

($)

 

Statutory reserve

  21   21 

Total

  21   21 

The Company has an unsecured Note Payable to Bricoleur Partners, L.P.statutory reserve is a gratuity reserve for employees in the amount of $1,800,000 (“2012 Security”).  Up to July 2014, the Company was making monthly payments of 17,100 shares of common stock.  Starting on August 2014, the Company started making a monthly payment of 23,489 shares of common stock.  Starting August 1, 2016, the Company started making a monthly payment of 30,000 shares.  The Company has never made a cash interest payment to Bricoleur on the Note.  The parties have agreed that the Company will make a payment (shown on our P&L under interest payment and not tax deductible to the Company) of 30,000 shares of common stock for each month the loan remains unpaid, regardless of the trading price of the stock.  The arrangement allows the Company and Bricoleur to pursue permanent conversion of the principal to common stock, or repayment of the principal using common stock. At the 2017 annual meeting of the shareholders the Company asked the shareholders to vote on allowing the Company to deliver up to an additional 2 million shares of our common stock as repayment of principal.  The vote on the amendment remains outstanding.  During the quarter ended December 31, 2017, the Company issued a total of 90,000 shares valued at $48,000 to this debt holder, which constitutes non-tax-deductible payments for the Company.

As of December 31, 2017, the Company has seven loans categorized as Loans Others totaling $737,097 at an average annual interest rate of 10%, as follows: Loan 1: We have a loan for $62,726, due on April 25, 2018 bearing 10% annual interest rate. This loan is from one of our Advisors and former director. There is no prepayment penalty.  Loan 2: We have a secured loan from an individual for $100,000, at an annual interest rate of 24%, due February 23, 2022. There is no prepayment penalty. The assets of the Company secure the loan. Loan 3: We have a secured loan from an individual for $50,000, at an annual interest rate of 15%, due February 23, 2022. There is no prepayment penalty.  The assets of the Company secure the loan. Loan 4: We have a secured loan of $75,000 from an affiliate of our CEO, at an annual interest rate of 15%, due February 23, 2022.  There is no prepayment penalty.  The assets of the Company secure the loan. Loan 5: We have a secured loan that has a balance as of December 31, 2017 of $195,061 from an affiliate of our CEO, at an annual interest rate of zero percent, due February 23, 2022. There is no prepayment penalty. The assets of the Company secure the loan. Loan 6: Secured loan from the spouse of our CEO,subsidiaries in the amount of $244,411. There is no prepayment penalty. The assets of the Company secure the loan. Loan 7: We have a working capital loan that has a loan balance as of December 31, 2017 of $9,899 from a relative of our CEO, at an annual interest rate of zero percent.India.

NOTE 12 COMMITMENTS AND CONTINGENCY


No significant contingenciesCONTINGENCIES

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 condensed consolidated financial statements as of June 30, 2023, except as disclosed in legal proceedings section below.

In the U.S., we provide health insurance, life insurance, and a 401(k) plan wherein the Company matches up to 6% of the employee’s pre-tax contribution up to a maximum annual amount determined by the IRS. In accordance with applicable Indian laws, the Company provides for gratuity, a defined benefit retirement plan (“Gratuity Plan”) covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or commitments weretermination of employment, an amount based on the respective employee’s last drawn salary and the years of employment with the Company. In addition, employees receive benefits from a provident fund, a defined contribution plan. The employee and employer each make monthly contributions to the plan equal to 12% of the covered employee’s salary. The contribution is made or existed duringto the three months ended December 31, 2017.


Indian Government’s provident fund.

10


NOTE 13 COMMON STOCK

SECURITIES

As of June 30, 2023, the Company was authorized to issue up to 150,000,000 shares of common stock, par value $0.0001 per share, and 53,077,436 shares of common stock were issued and outstanding. The Company is also authorized to issue up to 1,000,000 shares of preferred stock, par value $0.0001 per share, and no preferred shares were issued and outstanding as of June 30, 2023.

Our common stock tradesis listed on the NYSE AMERICAN under the symbol “IGC” with CUSIP number 45408X308, $0.0001 par value (“Common Stock”)American (ticker symbol: IGC). This security is also available for tradingtrades on the Borse Frankfurt, Stuttgart, and Berlin Exchangesstock exchanges (ticker symbol: IGS1). The Common stock of the Company is also available for trading on the Borse Frankfurt, Borse Berlin, and Borse Stuttgart (XETRA2) exchanges in Germany. The Warrants and Units now trade on the OTC Markets. We have redeemable Warrants (CUSIP number 45408X118 expiring on March 6, 2019) to purchase Common Stock (ticker symbol: IGC.WT) and Units consisting ofhas 91,472 units outstanding that can be separated into common stock. Ten units may be separated into one share of Common Stock and two redeemable warrants to purchase Common Stock that are not listed.common stock. The Unitunit holders are requested to contact the Company or our transfer agent, Continental Stock Transfer and Trust, to getseparate their existing Units separatedunits into Common Stockcommon stock.

On January 13, 2021, the Company entered into a Sales Agreement (the “Agreement”) with The Benchmark Company, LLC (the “Sales Agent”) pursuant to which the Sales Agent is acting as the Company’s sales agent with respect to the issuance and Warrants.

As on December 31, 2017, there are 11,656,668 outstanding public warrantssale of up to purchase 1,165, 667 shares$75,000,000 of our common stock at an exercise price of $50.00 a share, expiring on March 6, 2019 and 831,768 private warrants to buy 83,176the Company’s shares of common stock, atpar value $0.0001 per share (the “Shares”), from time to time in an exercise price“at the market” (“ATM”) offering as defined in Rule 415(a)(4) of $9.0 that expired on December 8, 2017.
During the quarter ended December 31, 2017,Securities Act of 1933, as amended (the “Securities Act”).

On June 30, 2023, the Company issued 90,000 penalty shares valued at $48,000 to Bricoleur Partners, L.P. for the outstanding $1,800,000 promissory note (“2012 Security”).

On May 20, 2016, IGC entered into an At-The-Market Agency Agreement (“ATM Agreement”) with IFS Securities, Inc. (dba Brinson Patrick, a division of IFS Securities, Inc.), as sales agent (“Brinson Patrick” or the “Agent”). Under this ATM agreement in the December quarter, 23,201 shares of IGC Common Stock, valued at $8,018, settled. This ATM agreement was terminated on September 30, 2017.

The Company entered into a new ATM agreementSPA with Bradbury Asset Management and three unrelated investors resulting in approximately $3 million in gross proceeds. The Benchmark Company and Joseph Gunnar as sales agents.  Duringcompletion of the quarter ended December 31, 2017, the Company sold 1,381,317 shares of Common Stock valuated at $1,610,190 under this ATM agreement.

Under the December 18, 2014 Purchase Agreement with Apogee, we issued 1,200,000 common shares of IGC valued at $888,000 for the purchase of 24.9% ownership interest in Midtown Partners & Co., LLC.  Pending downward adjustments,private placement is subject to certain balance sheet items of MTP, a total of 500,000 shares of IGC common stock have been held back.  Pendingcustomary closing conditions, including approval by the resolution of these balance sheet items, the shares that have been held back may be cancelled. The agreement had a deadline of June 30, 2015, for Apogee and Midtown Partners to obtain the requisite approvals from FINRA. Apogee did not file for approval on time, and consequently pursuant toNYSE. Under the terms of the Agreement, there are several penalties thatprivate placement, IGC will apply, including the cancellation of 700,000issue 10 million shares of IGC stock and a penalty of $125,000 owed by Apogee to us.  We are not seeking to consummate the acquisition of the remaining interest in Midtown Partners at this time.
The Company has granted (1) to its advisors and employees options to purchase a total of 650,000 shares ofunregistered common stock at exercise prices ranginga price of $0.30 per share. Shares are intended to be exempt from $0.10 to $0.60 are calculated with volatility 119%, interest rate 0.77% and expiration of 5 years, all of which are outstanding and exercisable as of December 31, 2017; and (2) 100,000 shares to acquireregistration under the exclusive right to the licenseSecurities Act, by virtue of the U.S. patent filing entitled “THC as a Potential Therapeutic Agent for Alzheimer’s Disease” byprovisions of Section 4(a)(2) of the University of South Florida. Further, pursuant to IGC’s employee stock option planSecurities Act and during the quarter ended December 31, 2017, IGC granted 1,455,000 shares to its directors and its employees with minimum vesting period of one year.  As of December 31, 2017, IGC has 29,499,790 shares of Common Stock issued and outstanding.Regulation D and/or Regulation S adopted thereunder.

NOTE 14 STOCK-BASED COMPENSATION


On April 1, 2009, the Company adopted ASC 718, “Compensation-Stock Compensation” (previously referred to as SFAS No. 123 (revised 2004)

As of June 30, 2023, 10 million restricted share units (RSUs), Share Based Payment).  ASC 718 requires all share-based paymentsfair valued at $7 million with a weighted average value of $0.70 per share, have been granted but not yet issued from different Incentive Plans and Grants. This includes 5 million RSUs granted to employees including grantsand directors, which consists of a vesting schedule based entirely on the attainment of both operational milestones and market conditions, assuming continued employment either as an employee stock options,or director with the Company. The performance-based RSUs are accounted upon certification by Management, confirming the probability of achievement of milestones. As of June 30, 2023, Management confirmed three of the milestones had been achieved, and the rest were considered probable to be recognized in the financial statements based on their fair values. Asachieved by March 31, 2027.

logo_2sm.jpg | June 30, 2023, Form 10-Q

Additionally, options held by advisors and directors to purchase 150 thousand shares of common stock fair valued at $69 thousand with a weighted average of $0.46 per share have been awarded. As of December 31, 2017, theregranted but are 650,000 stockto be exercised over a service period ending in Fiscal 2031. Options exercised before the service period are expensed when exercised.

The options available to IGC’s advisorsare valued using a Black-Scholes Pricing Model and employees. No shares of common stock underMarket based RSUs are valued based on a lattice model, with the 2008 ESOP plan are available for future grants of options or stock awards. In addition, in the quarter ended December 31, 2017 the shareholders approved 1,900,000 shares of common stock for award, at the discretion of the Board, as a special grantfollowing assumptions:

  

Granted in Fiscal 2024

  

Granted in Fiscal 2023

 

Expected life of options

 

5 years

  

5 years

 

Vested options

  100%  100%

Risk-free interest rate

  2.64%  2.64%

Expected volatility

  285%  285%

Expected dividend yield

 

Nil

  

Nil

 

The expense associated with share-based payments to employees, directors, advisors, and consultants. IGC granted 1,455,000 shares, out ofcontractors is allocated over the total approved byvesting or service period and recognized in the shareholders, to its directors and its employees with minimum vesting period of one year.


NOTE 15 – SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses (including research and development). For the three months ended June 30, 2023, the Company’s share-based expense and option-based expense shown in Selling, general and administrative expenses (including research and development) were $507,332$354 thousand and $4 thousand, respectively and for the three months ended December 31, 2017June 30, 2022, the Company’s share-based expense and option-based expense was $1.14 million and $8 thousand, respectively.

Non-vested shares

 

Shares

(in thousands)

(#)

  

Weighted average

grant date fair value

($)

 

Non-vested shares as of March 31, 2023

  4,429   1.01 

Granted

  4,300   0.30 

Vested

  (192)  0.30 

Cancelled/forfeited

  -   - 

Non-vested shares as of June 30, 2023

  8,537   0.65 

Options

 

Shares

(in thousands)

(#)

  

Weighted average

grant date fair value

($)

  

Weighted average

exercise price

($)

 

Options outstanding as of March 31, 2023

  150   1.39   0.30 

Granted

  -   -   - 

Exercised

  -   -   - 

Cancelled/forfeited

  -   -   - 

Options outstanding as of June 30, 2023

  150   1.39   0.30 

There was a combined unrecognized expense of $3.5 million related to non-vested shares and share options that the Company expects to be recognized over the weighted average life of 5 years.

NOTE 15 FAIR VALUE OF FINANCIAL INSTRUMENTS

As of June 30, 2023, the Company’s investments may consist of money market funds, debt and equity funds, and other marketable securities, among others which have been classified as comparedLevel 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 $322,891 forbe liquidated within the three months ended December 31, 2016. Selling, general and administrative expenses include compensation expenses to management, legal and professional expenses, investor-relations expenses, acquisition related expenses and travel expenses.next twelve months. The Certificate of Deposits are classified as Level 2 as they do not have regular market pricing, but their fair value can be determined based on other data values or market prices. 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.

logo_2sm.jpg | June 30, 2023, Form 10-Q

NOTE 16 – IMPAIRMENT

None during fiscal quarter ended December 31, 2017. 

NOTE 17 – INTEREST AND OTHER INCOME

Interest and other income for the three-month periods ended December 31, 2017 and 2016 amounted to $1,090 and $359,104, respectively, and included income received from the supply of skilled operators for the heavy equipment rental business and from the rent of the apartment belonging to TBL, which is in Kochi, India.

NOTE 18 – RECONCILIATION OF EPS
In accordance with ASC Topic 280 – "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive.  Potential common stock consists of the incremental common stock issuable upon the exercise of common stock options and warrants (using the if-converted method). The computation of basic loss per share for the period ended December 31, 2017 excludes potentially dilutive securities of 1,815,667 shares underlying share purchase options and warrants, and 29,768 shares from the conversion of outstanding units because their inclusion would be antidilutive.
The historical weighted average per share for our shares through December 31, 2017, was applied using the treasury method of calculating the fully diluted shares.  The weighted average number of shares outstanding as of December 31, 2017 and 2016 used for the computation of basic earnings per share (“EPS”) is 28,169,292 and 27,446,095, respectively. Due to the loss incurred during the three-month period ended December 31, 2017, all the potential equity shares are anti-dilutive and accordingly, the fully diluted EPS is equal to the basic EPS.
NOTE 19 – INCOME TAXES

The Company adopted ASC 740, Accounting for Uncertainty in Income Taxes. In assessing the recoverability of its deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. The management considers historical and projected future taxable income, and tax planning strategies in making this assessment.
The Company’s effective tax rate was 0% for both the quarters ended December 31, 2017 and 2016. The Company has US deferred tax assets, which have been offset by valuation allowance because of historical and expected losses.  As the Company reverses its losses and becomes profitable, we will reassess the likelihood of recovering a portion or all of the deferred tax assets.  
The Company recorded an income tax gain/expense of $0 resulting from operational results of its foreign entities for both three-month periods ended December 31, 2017 and 2016. As of December 31, 2017, and 2016, there was no significant liability for income tax associated with unrecognized tax benefits.  As of December 31, 2017, IGC could not use its net operating losses.
NOTE 20 – SEGMENT INFORMATION
Accounting pronouncements establish standards for the manner in which public companies report information about operating segments in annual and interim financial statements. Operating segments are components of an enterprise that have distinct financial information available and evaluated regularly by the chief operating decision-maker (“CODM”) to decide how to allocate resources and evaluate performance. The Company’s CODM is considered to be the Company’s chief executive officer (“CEO”). The CEO reviews financial information presented on an entity level basis for purposes of making operating decisions and assessing financial performance. The Company has determined that it operates as two operating and reportable segments: Pharmaceutical, and Legacy. Therefore, the Company has commenced reporting two segments.
Our legacy infrastructure business (“Legacy”, “Legacy Business””) that consists of trading, real-estate management, and heavy equipment leasing is one operating and reportable segment.  The other is the pharmaceutical segment that did not have revenue for the quarter ended December 31, 2017.

The following provides information required by ASC 280-10-50-38. Entity-Wide Information.

1) The table below shows revenue reported by product and service: 
  
Three months ended
December 31,
  
Nine months ended
December 31,
 
 2017  2016  2017  2016 
 Pharmaceutical Business
            
Revenue $-  $-  $-  $- 
Operating income/(Loss)  (422,706)  (243,917)  (957,870)  (711,950)
Net Profit/(Loss)  (483,054)  (285,592)  (1,103,372)  (838,774)
                 
Legacy Business                
Revenue $762,009  $249,801  $1,050,582  $487,364 
Operating income/(Loss)  (50,668)  (142,195)  (117,251)  (607,339)
Net profit/(Loss)  (49,527)  174,031   (107,619)  (270,827)

2(a)

The following table presents revenue by geographic area as determined by whereinformation about the customer is serviced:

  
Three months ended
December 31,
  
Nine months ended
December 31,
 
 2017  2016  2017  2016 
India $149,310  $(15,886) $382,580  $103,132 
Hong Kong  585,884   213,117   585,884   213,117 
Malaysia  26,815   52,570   82,118   171,115 
Total $762,009  $249,801  $1,050,582  $487,364 

In 2016 December Quarter, revenue of Techni Bharti Private Limited (IGC’s India- based subsidiary) is re-classified as other income.
2(b) The following table presents long-livedCompany’s assets by geographic area:

 As of December, 30 
  2017  2016 
India $5,771,338  $5,790,817 
USA  2,090,978   3,334,509 
Malaysia  248,023   207,427 
Total $8,110,339  $9,332,753 
2(c) The table below shows nine-month revenue reported by product and service for the period ended December 31, 2017:
Product & Service Amount  % on total revenues 
       
Trading $874,099   83%
Real Estate $82,118   8%
Rental $94,365   9%
TOTAL $1,050,582   100%
NOTE 21 – CERTAIN AGED RECEIVABLES

The receivable and other assetsthat are measured at fair value on a recurring basis as of December 31, 2017June 30, 2023, and March 31, 2017, include certain aged receivables in2023, and indicates the amount of $437,571. The aged receivables are due from the Cochin International Airport. Cochin International Airport is partially owned by the State Government of Kerala. The receivables have been due for periods in excess of one year as of December 31, 2017. These receivables are included in accounts receivable and have been classified as current because the arbitration process has concluded, and ruling was given in our favor. The Company continues to carry the fullfair value hierarchy of the receivables without interest and without any impairment, becausevaluation techniques the Company believes that there is minimal risk that this organization will become insolvent and unableused to make payment.determine such fair value:

(in thousands)

As of June 30, 2023

Particular

 

Adjusted Cost

($)

  

Gain

($)

  

Loss

($)

  

Fair Value

($)

  

Cash &

Cash Equivalents

($)

  

Short Term

Investments

($)

 

Level 1

                        

Cash

  641   -   -   641   641   - 

Money Market Fund

  1,051   -   -   1,051   1,051   - 

Debt Funds

  13   -   -   13   13   - 

Mutual Fund

  155   10   -   165   -   165 

Level 2

                        

Certificate of Deposits

  80   -   -   80   18   62 

Level 3

  -   -   -   -   -   - 

TOTAL

  1,940   10   -   1,950   1,723   227 

As of March 31, 2023

Particular

 

Adjusted Cost

($)

  

Gain

($)

  

Loss

($)

  

Fair Value

($)

  

Cash &

Cash Equivalents

($)

  

Short Term

Investments

($)

 

Level 1

                        

Cash

  1,156   -   -   1,156   1,156   - 

Money Market Fund

  2,000   -   -   2,000   2,000   - 

Debt Funds

  40   -   -   40   40   - 

Mutual Fund

  152   2   -   154   -   154 

Level 2

                        

Certificate of Deposits

  -   -   -   -   -   - 

Level 3

  -   -   -   -   -   - 

TOTAL

  3,348   -   -   3,350   3,196   154 


NOTE 22 16 FAIR VALUE OF FINANCIAL INSTRUMENTS


SEGMENT INFORMATION

FASB ASC 280, “Segment Reporting” establishes standards for reporting information about reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group (“CODM”), in deciding how to allocate resources and in assessing performance. The fair valueCODM evaluates revenues and gross profits based on product lines and routes to market. Based on our integration and Management strategies, we operate in two reportable segments: (i) Infrastructure segment and (ii) Life Sciences segment.

The Company’s CODM is the Company’s chief executive officer (“CEO”). The CEO reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance. Therefore, and before our Life Sciences segment started, the Company determined that it operated in a single operating and reportable segment. As of the Company’s current assetsdate of this report and current liabilities approximate their carrying value becausein preparation for the new and different source of their short-term nature.  Such financial instruments are classified as currentrevenue, the Company has determined that it operates in two operating and are expected to be liquidated within the next twelve months.
reportable segments: (a) Infrastructure segment and (b) Life Sciences segment. The Company does not include intercompany transfers between segments for Management reporting purposes.

logo_2sm.jpg | June 30, 2023, Form 10-Q

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

1) The table below shows revenue reported by segment:

Products and Services

  

(in thousands)

 

Segments

 

Three months ended

June 30, 2023

($)

  

Percentage of

Total Revenue

(%)

 
         

Infrastructure segment

  167   30%

Life Sciences segment

  388   70%

Total

  555   100%

  

(in thousands)

 

Segments

 

Three months ended

June 30, 2022

($)

  

Percentage of

Total Revenue

(%)

 
         

Infrastructure segment

  10   5

%

Life Sciences segment

  202   95

%

Total

  212   100

%

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

2) The table below shows the revenue attributed to the country of domicile (U.S.) and foreign countries. Revenue is generally attributed to the geographic location of customers:

    

(in thousands)

 

Segments

 

Country

 

Three months ended

June 30, 2023

($)

  

Percentage of

Total Revenue

(%)

 
           

Asia

 

India

  167   30

%

America

 

U.S.

  388   70

%

Total

  555   100

%

    

(in thousands)

 

Segments

 

Country

 

Three months ended

June 30, 2022

($)

  

Percentage of

Total Revenue

(%)

 
           

Asia

 

India

  10   5

%

America

 

U.S.

  202   95

%

Total

  212   100

%

logo_2sm.jpg | June 30, 2023, Form 10-Q

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

  

(in thousands)

 

Nature of assets

 

USA

(Country of Domicile)

($)

  

Foreign Countries

(India, Hong Kong, and Colombia)

($)

  

Total as of

June 30, 2023

($)

 

Intangible assets, net

  1,179   -   1,179 

Property, plant, and equipment, net

  3,958   4,146   8,104 

Claims and advances

  597   420   1,017 

Operating lease asset

  273   22   295 

Total non-current assets

  6,007   4,588   10,595 

  

(in thousands)

 

Nature of assets

 

USA

(Country of Domicile)

($)

  

Foreign Countries

(India, Hong Kong, and Colombia)

($)

  

Total as of

March 31, 2023

($)

 

Intangible assets, net

  1,170   -   1,170 

Property, plant, and equipment, net

  4,074   4,139   8,213 

Claims and advances

  585   418   1,003 

Operating lease asset

  298   28   326 

Total non-current assets

  6,127   4,585   10,712 

NOTE 17 SUBSEQUENT EVENTS

On July 11, 2023, the Canadian Intellectual Property Office issued a patent (#2,961,410) to the Company titled “CANNABINOID COMPOSITION AND METHOD FOR TREATING PAIN”. The patent relates to compositions and methods for treating multiple types of seizure disorders in humans using a combination of cannabinoids with other compounds. Subject to further research and study, the combination may be used for relieving pain in patients with psoriatic arthritis, fibromyalgia, scleroderma, shingles, and related pain-generating conditions.

logo_2sm.jpg | June 30, 2023, Form 10-Q

Item 2. Management’sManagements Discussion and Analysis of Financial Condition and Results of Operations

The following discussionpurpose of this Management’s Discussion and analysisAnalysis (“MD&A”) is to provide an understanding of ourIGC Pharma, Inc.’s (“IGC,” the “Company,” “we,” “our,” and/or “us”) consolidated financial condition and results of operations and cash flows. The MD&A should be read in conjunction with our unaudited condensed financial statements and related notes that appear elsewhere in this Quarterly Report on Form 10-Q for the three months ended June 30, 2023, and the Annual Report on Form 10-K for the fiscal year ended March 31, 2023, filed with the SEC on July 14, 2017.  In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our7, 2023 (the “2023 Form 10-K”). The Company’s actual results could differ materially from those discussed in the forward-looking statements.here. Factors that could cause or contribute to these differences include those discussed in the “Forward-Looking Statements” and “Risk Factors” sections and discussed elsewhere in this report. The risks and uncertainties can cause actual results to differ significantly from those in our Annual Reportforward-looking statements or implied in historical results and trends. Accordingly, we caution readers not to place undue reliance on Form 10-K filed withany forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as expressly 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 July 14, 2017, includingwhich any such statements may be based, or that may affect the risk factors set out in Item 1A therein.  Therefore, the financial statements included in this Report should be read in conjunction with the audited Consolidated Financial Statements containedlikelihood that actual results will differ from those outlined in the Company’s Annual Reportforward-looking statements.

Overview

IGC Pharma, Inc. is a clinical-stage pharmaceutical company with a diversified revenue model that develops both prescription drugs and over-the-counter (OTC) products. Our focus is on Form 10-K fileddeveloping innovative therapies for neurological disorders such as Alzheimer’s disease, epilepsy, Tourette syndrome, and sleep disorders. We also focus on formulations for eating disorders, chronic pain, premenstrual syndrome (PMS), and dysmenorrhea, in addition to health and wellness OTC formulations. The Company is developing its lead candidate, IGC-AD1, an investigational oral therapy for the treatment of agitation associated with Alzheimer’s disease. IGC-AD1 is currently in Phase 2 (Phase 2B) clinical trials after completing nearly a decade of research and realizing positive results from pre-clinical and a Phase 1 trial. This previous research into IGC-AD1 has demonstrated efficacy in reducing plaques and tangles, which are two important hallmarks of Alzheimer’s, as well as reducing neuropsychiatric symptoms associated with dementia in Alzheimer’s disease, such as agitation. We were formerly known as India Globalization Capital, Inc. and incorporated in Maryland on April 29, 2005. Our fiscal year is the SEC52- or 53-week period ending March 31.

Currently, most of our revenue comes from the Life Sciences segment and, in the future, we believe, from our investigational drugs for treating Alzheimer’s disease. We have also built a facility for a potential Phase 3 trial and have strategic relations for the procurement of Active Pharmaceutical Ingredients (APIs). In addition, we have acquired and initiated work on July 14, 2017.TGR-63, a pre-clinical molecule that exhibits an impressive affinity for reducing neurotoxicity in Alzheimer’s cell lines. The advancement of IGC-AD1 into Phase 2 trials represents a significant milestone for the company and positions us for multiple pathways to future success. Although there can be no assurance, we anticipate that the positive outcomes from these and other trials will drive further growth, valuation, and market potential for IGC-AD1.


Company Background

IGC has two linessegments: Life Sciences and Infrastructure.

Life Sciences Segment

Pharmaceutical: Since 2014, the Company has focused primarily on the potential uses of business.  phytocannabinoids, in combination with other compounds, to treat multiple diseases, such as Alzheimer’s disease. As a company engaged in the clinical-stage pharmaceutical industry, we focus our research and development efforts, subject to results of future clinical trials, on seeking pharmaceutical solutions that may a) alleviate neuropsychiatric symptoms such as agitation, anxiety, and depression associated with dementia in Alzheimer’s disease; and b) halt the onset, progression, or cure Alzheimer’s disease.

The firstCompany currently has two main investigational small molecules in various stages of development:

1) IGC-AD1, our proprietary lead therapeutic candidate, is a legacy infrastructure business, which consists of heavy equipment rental, trading infrastructure related commodities, and real estate management.  The second is a cannabis pharmaceutical businessTetrahydrocannabinol (THC) based formulation that has developed a lead product, Hyalolex, for treating patients diagnosed withdemonstrated in Alzheimer’s disease. The Company recently announced that it is working on using blockchaincell lines, the potential to address issues specific to the cannabis industry including transactional difficulties, product labeling, product identification assurance (PIA), and product origin assurance (POA).

Business Strategy

Our long-term goal is to establish IGC as a specialty-pharmaceutical provider of phytocannabinoid-based pharmaceutical and Complimentary Alternative Medicine (“CAM”, “nutraceutical”) products and grow our trading in business in South Asia.  Our short-term goal is to conduct human and veterinarian medical trials on our four product candidates.  Our medium-term goal is to market CAM based therapies through joint ventures and partnerships.
Business Organization

We are a Maryland corporation formed in April 2005.  In March 2006, we completed an initial public offering of our common stock.  Our principal office in the U.S. is in Bethesda Maryland, in addition we have a facility in Washington State. Our back office is located in Kochi, Kerala India. In addition, many of our staff and advisors work from their home offices. We maintain a website at http://www.igcinc.us, www.igcpharma.com and www.hyalolex.com and our telephone number is +1-301-983-0998. The information contained on our website is not incorporated by reference in this report, and you should not consider it a part of this report.  As of December 31, 2017, our operational subsidiaries are located in India, Hong Kong and Malaysia.  Our filings are available on www.sec.gov.

Products

Cannabinoids are chemical compounds that exert a range of effects on the body, including impacting the immune response, gastrointestinal maintenance and motility, muscle functioning, and nervous system response and functioning. Phytocannabinoids are cannabinoids that occur naturally in the cannabis plant, they are abundant in the viscous resin produced by glandular structures called trichomes. There are over 480 different compounds in the cannabis plant.  Many of them have been identified as cannabinoids. Of these THC (delta-9-tetrahydrocannabinol) is the main psychoactive component (“high”) in the plant with many therapeutic uses.  The other broadly pursued non-psychoactive phytocannabinoid, CBD (Cannabidiol), is pleiotropic influencing many pathways in humans, dogs, and cats and may be used to provide relief to a variety of symptoms including pain, seizures, and eating disorders.

The Company is focused on four products that it is preparing for pre-clinical trials: Natrinol is a natural substitute for Marinol, or synthetic THC. This product is aimed at relieving nausea, vomiting and increasing appetite in patients with AIDS and Cancer.  Caesafin uses combination therapy to alleviate seizures in dogs and cats.  Serosapse addresses several end points in Parkinson’s disease including Rapid Eye Movement (REM) sleep disorder, anxiety, and dyskinesia. Hyalolex is aimed at reducingreduce the buildup of plaques and the potential to decrease or inhibit the phosphorylation of tau, a protein that is responsible for the formation of neurofibrillary tangles and relieve several other end symptoms such as anxiety, sleep disorder and(NFTs), both important hallmarks of Alzheimer’s. In addition, Phase 1 human trial results demonstrated IGC-AD1’s potential to reduce agitation in patients diagnosed withdementia due to Alzheimer’s. IGC-AD1 is currently in Phase 2B trials for treating agitation in dementia from Alzheimer’s, disease.  We expect to launch Hyalolexa condition that affects over 10-million individuals in select medical dispensaries in medical cannabis states in the U.S. in early 2018.North America and Europe, and


logo_2sm.jpg | June 30, 2023, Form 10-Q
Services

The Company trades commodities, provides real estate management, and rents heavy equipment.  The heavy equipment rental business is based in India.  The commodity trading business is based in India and Hong Kong.  The real estate management business is based in Malaysia.  This business is our main sources of revenue.  In each case we have less than 1% of the market.


Patents, Development Pipeline,

2) TGR-63, is a non-cannabinoid small molecule that has shown promise in pre-clinical trials for reducing amyloid burden in an Alzheimer’s disease model. In Alzheimer’s, the accumulation of beta-amyloid protein in the brain leads to the formation of Aβ plaques, which are associated with neurotoxicity and Licensescell dysfunction, ultimately leading to cell death and cognitive decline. The potential efficacy of TGR-63 lies in its ability to inhibit the aggregation of beta-amyloid. If shown to be safe and efficacious in human trials in reducing the formation of Aβ plaques, this molecule could halt the neurotoxic process caused by beta-amyloid, thereby preventing, or treating Alzheimer’s.


Currently, IGC-AD1 is in a Phase 2B safety and efficacy clinical trial for agitation in dementia from Alzheimer’s (clinicaltrials.gov, NCT05543681). The progress we are making in the clinic, gives us confidence in the potential of IGC-AD1 as a potentially groundbreaking therapy, with the potential to treat Alzheimer’s and also to manage devastating symptoms that separate families, increase admissions to nursing homes, and drive the cost of Alzheimer’s care, although there can be no assurance.

We have a two-pronged approach for our Alzheimer’s investigational drug development strategy, the first prong is to investigate IGC-AD1 as an Alzheimer’s symptoms modifying agent, and the second is to investigate TGR-63 as a disease modifying agent. This involves conducting more trials on IGC-AD1 over the next few years, subject to FDA approval, with, although there can be no assurance, the anticipated goal of demonstrating safety and efficacy and potentially obtaining FDA approval for IGC-AD1 as a cannabinoid-based new drug that can help to manage agitation for patients suffering from Alzheimer’s disease. The second prong is to investigate the potential efficacy of TGR-63 on memory and/or decreasing or managing plaques and tangles, some of the hallmarks of Alzheimer’s disease.

Although there can be no assurance, we believe that additional investment in clinical trials, research, and development (“R&D’), facilities, marketing, advertising, and acquisition of complementary products and businesses supporting our Life Sciences segment will be critical to the Company believesdevelopment and delivery of innovative products and 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 planned pre-clinical and clinical trials. Although there can be no assurance, we believe this strategy has the registrationpotential to improve existing products and lead to the creation of patentsnew products, which, based on scientific study and research, may offer positive results for the management of certain conditions, symptoms, and side effects.

While the bulk of our medium and longer-term focus is on clinical trials and getting IGC-AD1 to be an FDA approved drug, our shorter-term strategy, is to use our resources to provide white label services and market Holief™. We believe this may provide us with several profit opportunities, although there can be no assurance of such profit opportunities.

Over-the-Counter Products:

We have created a women’s wellness brand, Holief™ available through online channels that are compliant with relevant federal, state, and local laws, and regulations. Holief™ is an important partall-natural, non-GMO, vegan, line of over-the-counter (OTC) products aimed at treating menstrual cramps (dysmenorrhea) and premenstrual syndrome (PMS). The products are available online and through Amazon and other online channels.

Infrastructure Segment

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

Company Highlights

During the three months ended June 30, 2023, the Company generated approximately $555 thousand in revenue, representing an increase of approximately $343 thousand, or 161%, compared to the approximately $212 thousand recorded during the three months ended June 30, 2022.

On June 30, 2023, the Company secured a $12 million revolving line of credit from the Hong Kong Branch of O-Bank Co. Ltd. (“O-Bank” or the “Bank”). This funding will support the working capital needs of the Company, primarily related to Alzheimer’s research.

On June 30, 2023, the Company entered into the Share Purchase Agreement (“SPA”), and under the terms of the SPA, the Company issued 10 million shares of unregistered common stock at a price of $0.3 per share.

On June 6, 2023, the Company received a Notice of Allowance from the Commissioner of Patents, Canada, for its patent filing on the use of cannabinoids in the treatment of seizures (IGC-501). The formulation also received an intent to grant from the European Patent Office, protecting the formulation in the U.S., Canada, and certain European countries.

logo_2sm.jpg | June 30, 2023, Form 10-Q

Business Strategy

The Life Sciences business strategy includes:

1.

Subject to FDA approval, developing IGC-AD1 as a drug for treating agitation in dementia due to Alzheimer’s and investigating and developing TGR-63 for the potential treatment of Alzheimer’s disease.

2.

Marketing HoliefTM, and formulations.

We believe developing a drug for both symptom and its success depends in part ondisease-modifying agent 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 registration, the Company cannot guarantee that such patent filings willan advantage could result in a successful registration withsignificant growth if and when an approved drug such as IGC-AD1 launches.

We believe that additional investment in clinical trials, artificial intelligence (“AI"), research, and development (R&D), facilities, marketing, advertising, and acquisition of complementary products and businesses will be critical to the USPTO.  Please see risk factors.


We have filed six provisional patents with the United States Patent and Trademark Office (“USPTO”), in the phytocannabinoid-based combination therapy space, for the indications of pain, medical refractory epilepsy, and cachexia. In addition, in May 2017, we acquired an exclusive license to a patent filed by the University of South Florida Research Foundation entitled “THC as a Potential Therapeutic Agent for Alzheimer’s Disease”.  The table below provides a statusongoing growth of the patent filings:

IndicationProvisional FilingPCT FilingSubsequent Activity
Pain (IGC-501)9/16/149/16/15US National Case Filed – 6/15/16
Seizures (IGC-502)6/15/156/14/16US National Case Filed – 6/15/16
Seizures (IGC-503)4/1/154/1/16PCT Application Published- 10/6/16
Eating Disorders (IGC-504)8/12/158/11/16US and National Filing Anticipated 2/12/18
Seizures (IGC-505)6/15/166/15/16US National Filing Anticipated 12/15/18
Eating Disorders (IGC-506)2/28/17Anticipated- 2/28/18US and National Filing Anticipated 8/28/19
Alzheimer’s (IGC-AD1)7/30/2015Anticipated -2018US and National Filing Anticipated in 2018

For more in-depth information regardingLife 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 industry,R&D and intellectual property to develop ground-breaking, science-based products servicesthat 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 corporate history, please referlead to the Company’s Annual Report on Form 10-K filed with the SEC on July 14, 2017.creation of new products that can provide treatment options for multiple conditions, symptoms, and side effects.


Results of Operations

for the Three Months ended December 31, 2017 Compared to Three Months ended December 31, 2016Ended

June 30, 2023, and June 30, 2022

Revenue - Total revenue was $762,009

The results presented below are not necessarily indicative of the results that may be expected for any future period. The following table presents an overview of our results of operations for the three months ended December 31, 2017 asJune 30, 2023, and June 30, 2022:

Statement of Operations (in thousands, unaudited)

  

Three months ended June 30,

         
  

2023

($)
  

2022

($)
  

Change

($)
  

Percent

Change

 

Revenue

  555   212   343   161

%

Cost of revenue

  (300)  (70

)

  (230)  329

%

Gross profit

  255   142   113   79

%

Selling, general and administrative expenses

  (1,647)  (1,550

)

  (97)  6

%

Research and development expenses

  (747)  (1,394

)

  647   (46

)%

Operating loss

  (2,139)  (2,802

)

  663   (24)%

Other income, net

  64   17   47   276

%

Loss before income taxes

  (2,075)  (2,785

)

  710   (25)%

Income tax expense/benefit

  -   -   -   - 

Net loss

  (2,075)  (2,785

)

  710   (25)%

Revenue – During the three months ended June 30, 2023, the Company generated approximately $555 thousand in revenue, representing an increase of approximately $343 thousand, or 161%, compared to $249,801the approximately $212 thousand recorded during the three months ended June 30, 2022. The primary source of revenue in both the years was from the Life Sciences segment, encompassing the sales of our formulations as white-labeled manufactured products and sales of branded holistic women’s health care products, among others. The Infrastructure segment revenue was approximately $167 thousand and $10 thousand for the three months ended December 31, 2016.  In the three-month period ended December 31, 2016, the revenue consisted of trading, real estate management,June 30, 2023, and rental of heavy equipment.June 30, 2022, respectively. The increase in revenue duringderived from the same periodInfrastructure segment relates to the completion of a construction contract. The Company remains committed to its current strategy of driving sales in 2017 is from an increase in the volumeformulations both as branded and underlining commodity involved in the trading.  In December 2016 mostwhite-labeled products.

logo_2sm.jpg | June 30, 2023, Form 10-Q

Cost of Revenue (excluding depreciation) revenue– Cost of revenue amounted to approximately $300 thousand for the three months ended December 31, 2017 was $723,062 asJune 30, 2023, compared to $121,829$70 thousand in the three months ended June 30, 2022, this represents gross margins of 46% to 67%, respectively. The cost of revenue is primarily attributable to the cost of raw materials, labor, and other direct overheads required to produce our products in the Life Science segment. The decrease in gross margin is reflective of a change in the mix of revenue between Infrastructure and Life Science. Typically, the gross margin in the Life Sciences business, while higher than in the infrastructure, will fluctuate from one quarter to another based on the mix within the Life Science business between white label, private label, and branded products. It is early to model or project gross margins.

Selling, general and administrative expenses (“SG&A”) –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. During the three months ended June 30, 2023, SG&A expenses increased by approximately $97 thousand or 6% to approximately $1.6 million, from approximately $1.5 million recorded for the three months ended December 31, 2016.June 30, 2022. The increase in cost of revenue stems from an increase in the volume of business as reflected in the revenueSG&A expenses is attributed to operational expenses.

Research and is related to trading and real estate and rental business.


Selling, General and Administrative - Selling, general and administrativeDevelopment expenses – R&D expenses were $507,332attributed to our Life Sciences segment. The R&D expenses decreased by approximately $647 thousand or 46% to $747 thousand during the three months ended June 30, 2023, from approximately $1.4 million for the three months ended December 31, 2017 as comparedJune 30, 2022. The decrease is primarily attributable to $322,891a one-time non-cash expense during the three months ended June 30, 2022. Other than one-time non-cash expenses, the R&D expenses for both quarters are approximately the same.

Other income, net – Other net income increased by approximately $47 thousand or 276% during the three months ended June 30, 2023. The total other income for the three months ended December 31, 2016.  MostJune 30, 2023, and 2022, is approximately $64 thousand and $17 thousand, respectively. The increase in other income for the three months ended June 30, 2023, is attributable to profit from the sale of assets. The component of other income typically includes interest and rental income, dividend income, profits from the sale of assets, unrealized gains from non-debt investments, net income, and income from the sale of scraps. These sources contribute to the overall other income generated by the Company.

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”, and Note 11, “Loans and Other Liabilities,” in Item 1 of this report for further information on Company commitments and contractual obligations.

On June 30, 2023, the Company successfully entered into a Master Loan and Security Agreement (the “Credit Agreement”) with O-Bank, CO., LTD., pursuant to which the Company may borrow up to $12 million and, in addition, sold 10 million shares for $3 million pursuant to an SPA with Bradbury Asset Management and three unrelated investors. The equity raise and the Credit Agreement serve to satisfy 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 thereof.

The Credit Agreement matures on June 30, 2024, with an option to renew. Borrowings under the Credit Agreement will bear interest, calculated according to the interest rate mentioned in the Certificate of Deposit (as defined in the Credit Agreement), as the case may be, plus an applicable margin of 1%, and the Company shall bear the tax. Interest is due and payable in full by the Company on the last business day of each interest period. As of June 30, 2023, the entire amount of $12 million remains unused.

The Company expects to raise further capital for its research and development initiatives 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 expensesterms 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 public-companyapplying 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 a statement on Form S- 3 to raise capital through at-the-market offerings or otherwise.

logo_2sm.jpg | June 30, 2023, Form 10-Q

Please refer to Item 1A. “Risk Factors” of our Form 10-K for the fiscal year ended March 31, 2023, for further information on the risks related expenses, including legal fees.to the Company.

  

(in thousands, unaudited)

         
  

As of

June 30, 2023

($)

  

As of

March 31, 2023

($)

  

Change

  

Percent Change

 

Cash and cash equivalents

  1,723   3,196   (1,473)  (46

)%

Working capital

  2,947   4,568   (1,621)  (35

)%

Depreciation – The depreciation expense was

Cash and cash equivalents

Cash and cash equivalents decreased by approximately $4,989$1.4 million to $2 million in the three months ended DecemberJune 30, 2023, from $3.2 million as of March 31, 2017 as compared to $196,1032023, a decrease of approximately 46%.

Summary of Cash flows

  

(in thousands, unaudited)

         
  

Three months ended June 30,

      Percent 
  

2023

  

2022

  

Change

  

Change

 

Cash used in operating activities

  (1,468)  (2,196

)

  728   (33

)%

Cash used in investing activities

  (5)  (158

)

  153   (97

)%

Cash used in financing activities

  (1)  (1

)

  -   - 

Effects of exchange rate changes on cash and cash equivalents

  1   (52

)

  53   (102

)%

Net decrease in cash and cash equivalents

  (1,473)  (2,407

)

  934   (39)%

Cash and cash equivalents at the beginning of period

  3,196   10,460   (7,264)  (69

)%

Cash and cash equivalents at the end of the period

  1,723   8,053   (6,330)  (79)%

Operating Activities

Net cash used in the three months ended December 31, 2016.  The decrease in depreciation is from the curtailment of the iron-ore mining business in China.


Interest and other financial expenses – The interest expense and other financial expensesoperating activities for the three months ended December 31, 2017 wereJune 30, 2023, was approximately $60,527 as compared$1.5 million. It consists of a net loss of approximately $2.1 million, a positive impact on cash due to non-cash expenses of approximately $46,465$459 thousand, and a positive change in operating assets and liabilities of approximately $148 thousand. Non-cash expenses consist of an amortization and depreciation charge of approximately $155 thousand, stock-based expenses of approximately $357 thousand, and an approximately $53 thousand decrease in other non-cash items. In addition, changes in operating assets and liabilities had a positive impact of approximately $148 thousand on cash, of which approximately $118 thousand is due to a decrease in accounts receivables, approximately $142 thousand increase in accounts payable, approximately $91 thousand increase in accrued and other liabilities and approximately $33 thousand increase in other net current assets and liabilities.

Net cash used in operating activities for the three months ended December 31, 2016.  MostJune 30, 2022, was approximately $2.2 million. It consists of the interest is paid with common shares of the Company and is therefore non-cash.

Interest Income and Other income/(loss) – Interest income and other income was $1,090 for the three-month period ended December 31, 2017 as compared to $359,104 in December 31, 2016. Other income includes the rent of apartment owned by one of the subsidiaries and the income by supply of skilled operators for the heavy equipment rental business.

Consolidated Net Income/(loss) – In the three months ended December 31, 2017, the Company reported a GAAP net loss of $532,581approximately $2.8 million, a positive impact on cash due to non-cash expenses of approximately $1.4 million, and a GAAP EPS lossnegative change in operating assets and liabilities of $0.02 comparedapproximately $793 thousand. Non-cash expenses consist of an amortization/depreciation charge of approximately $162 thousand and stock-based expenses of approximately $1.2 million. In addition, changes in operating assets and liabilities had a negative impact of approximately $793 thousand on cash, of which approximately $258 thousand is due to a GAAP net lossdecrease in accrued and other liabilities and approximately $524 thousand decrease in accounts payable.

logo_2sm.jpg | June 30, 2023, Form 10-Q

Investing Activities

Net cash used in investing activities for the three months ended December 31, 2016.   



Nine Months ended December 31, 2017 Compared to Nine Months ended December 31, 2016
Revenue - Total revenue was $1,050,582expenses of approximately $28 thousand for the nineacquisition and filing expenses related to intellectual property, approximately $23 thousand for the purchase of property, plant, and equipment.

Net cash used in investing activities for the three months ended December 31, 2017 as compared to $487,364June 30, 2022, was approximately $158 thousand, which comprised of expenses of approximately $31 thousand for the nineacquisition and filing expenses related to patents and purchase of property, plant, and equipment of approximately $127 thousand.

Financing Activities

Net cash used by financing activities was approximately $1 thousand for the three months ended December 31, 2016.  In the nine-month period ended December 31, 2016, the revenue consistedJune 30, 2023 and June 30, 2022, which is comprised of trading, real estate management and rentalre-payment of heavy equipment.  The increase in 2017 is from an increase in the volume of business.loan.


Cost of Revenue (excluding depreciation) – Cost of revenue for the nine months ended December 31, 2017 was $893,113 as compared to $276,418 for the nine months ended December 31, 2016.  The increase in cost of revenue stems from an increase in the volume of business as reflected in the increase in revenue and is related to the trading, real estate and rental business.

Selling, General and Administrative - Selling, general and administrative expenses were $1,217,293 for the nine months ended December 31, 2017 as compared to $959,693 for the nine months ended December 31, 2016.  Most of the expenses are public-company related expenses, including legal fees.
Depreciation – The depreciation expense was approximately $15,297 in the nine months ended December 31, 2017 as compared to $391,617 in the nine months ended December 31, 2016.  The decrease in depreciation is from the curtailment of the iron-ore mining business in China.

Interest and other financial expenses – The interest expense and other financial expenses for the nine months ended December 31, 2017 were approximately $145,905 as compared to approximately $136,421 for the nine months ended December 31, 2016.  Most of the interest is paid with common shares of the Company and is therefore non-cash.
Interest Income and Other income/(loss) – Interest income and other income was $9,401 for the nine-month period ended December 31, 2017 as compared to $372,957 in December 31, 2016. Other income includes the rent of apartment owned by one of the subsidiaries and the income by supply of skilled operators for the heavy equipment rental business.

Consolidated Net Income/(loss) – In the nine months ended December 31, 2017, the Company reported a GAAP net income loss of $1,210,991 and a GAAP EPS loss of $0.04 compared to a GAAP net income loss of $1,109,601 and a GAAP EPS loss of $0.04 for the nine months ended December 31, 2016.   

Off-Balance Sheet Arrangements


We do not have any undisclosed investmentsoutstanding 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 special purpose entitiesassets transferred to an unconsolidated entity that serves as credit, liquidity, or undisclosed borrowingsmarket risk support to such entity. We do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk, or debt.

Liquiditycredit support to us or that engages in leasing, hedging or research and Capital Resources
This liquidity and capital resources discussion compares the consolidated company financial position for the nine-month periods ended December 31, 2017 and 2016.
During the nine months ended December 31, 2017, cash used in operating activities was $973,336 compared to $483,068 used during the nine months ended December 31, 2016.
During the nine months ended December 31, 2017, $301,497 of cash was used in investing activities from continuing operations as compared to $270,694 used during the same period in 2016.
For the quarter ended December 31, 2017, our non-GAAP cash burn was approximately $360,279 after adjusting for $4,989 of depreciation, $48,000 of non-cash interest expenses and $119,313 for ESOP expenses.

 At the end of December 31, 2017, our cash and cash equivalents alongdevelopment services with restricted cash was $1,690,792 and working capital of $1,901,623. We currently have sufficient cash to further our patent portfolio, testing and commence marketing and licensing our Alzheimer’s product, one of the Company’s four cannabis-related medical products.us.

Critical Accounting Policies


While all accounting policies impact the financial statements, certain policies may be viewed as critical. Critical accounting policies are those that are both most important to the portrayal of financial condition and results of operations and that require management’s most subjective or complex judgments and estimates. Our management believes the policies that fall within this category are the policies on revenue recognition, accounting forinventory, accounts receivable, foreign currency translation, impairment of long-lived assets and investments, stock-based compensation, goodwill, and income taxes.


cybersecurity.

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Please see our disclosures onin Note 2 - Summary of Significant Accounting Policies ofto the Notes to the unauditedUnaudited Condensed Consolidated Financial Statements in this report, in the Notes to the Audited Consolidated Financial Statements in the 2023 Form 10-K, as well as Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2023 Form 10-K, for a discussion of all our critical and significant accounting policies.

Recent 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” to the Notes to the Unaudited Condensed Consolidated Financial Statements in this report and Note 2 - Significant Accounting Policies ofin the Notes to the auditedAudited Consolidated Financial Statements in Part II of our Annual Report on2023 Form 10-K, filed with the SEC on July 14, 2017 for a discussion10-K.

logo_2sm.jpg | June 30, 2023, Form 10-Q

Forward-Looking Statements and Important Factors
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements.  This report and the documents incorporated in this report by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additionally, we, or our representatives may, from time to time, make other written or verbal forward-looking statements and 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,” “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. Forward-looking statements are based upon certain assumptions and subject to risks and uncertainties, including those identified in the “Risk Factors” included in our annual report on Form 10-K for the fiscal year ending March 31, 2017, filed with the SEC on July 14, 2017, 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 federal securities law, we do not undertake any 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Pursuant

Item 3 does not apply to Item 305(e) of Regulation S-K, the Company is not required to provide the information required by this Item as it isus because we are a “smallersmaller reporting company.

Item 4. Controls and Procedures

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.

As

Our Management, including the Chief Executive Officer and Principal Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, management conducted anreport. Based on this evaluation, under the supervision and with the participation of itsour Chief Executive Officer (CEO) and its principal financial and accounting officer (PFAO), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934.  Based upon that evaluation, our CEO and PFAOPrincipal Financial Officer concluded that our disclosure controls and procedures arewere effective to ensure that the information required to be disclosed in the reports filed or submitted by the Company in reportsus under the Exchange Act iswas recorded, processed, summarized and reported within the requisite time periods specified in the SEC rules and forms;forms and that such information was accumulated and communicated to the Company’s management,our Management, including its principal executive officerour Chief Executive Officer and principal financial officer,Principal Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.


Changes in Internal Control over Financial Reporting


There

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 the three months ended June 30, 2023, 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 controlscontrol over financial reporting during our fiscal quarterthe three months ended December 31, 2017 which were identified in conjunction with Management’s evaluation required by paragraph (d) of Rule 13a-15 and 15d-15 under the Exchange ActJune 30, 2023, that have materially affected or are reasonably likely to materially affect our internal controlscontrol over financial reporting.

logo_2sm.jpg | June 30, 2023, Form 10-Q
Limitations on the Effectiveness of Disclosure Controls and Procedures
Our management, including our CEO and PFAO, do not expect that our internal control over financial reporting will prevent all errors and all fraud.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.



PART II OTHER INFORMATION

Item 1. Legal Proceedings


There are no material

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 June 30, 2023, the Company and one of its officers are parties to the following litigation matter:

Apogee Financial Investments, Inc., et al. v. India Globalization Capital, Inc., et al., Civil Action No. 1:21-cv-03809 (U.S. District Court for the Southern District of New York). On April 29, 2021, Apogee Financial Investments, Inc. (Apogee) and John R. Clarke (Clarke) filed a complaint against the Company and IGC’s President and Chief Executive Officer, Ram Mukunda (Mukunda) (the Apogee Litigation). The litigation was originally initiated by IGC on February 8, 2021 (India Globalization Capital, Inc. v. Apogee Financial Investments, Inc., Civil Action No. 1:21-cv-01131, U.S. District Court for the Southern District of New York), wherein IGC alleged that Apogee breached a purchase agreement dated December 18, 2014, related to IGC’s intended purchase of a business known as Midtown Partners & Co., LLC (Midtown). In response to the original lawsuit filed by IGC, Apogee and Clarke filed a counterclaim as well as the Apogee Litigation. On June 28, 2021, Apogee and Clarke filed an amended complaint/counterclaim. On July 23, 2021, IGC and Mukunda moved to partially dismiss the counterclaim and the Apogee Litigation. On March 7, 2022, the Court granted the motion to dismiss in substantial part, leaving only two claims: Apogee’s cross-claim against the Company for an alleged breach of the purchase agreement; and Clarke’s claim against the Company for an alleged breach of an alleged promise to issue him shares of the Company. On June 24, 2022, Apogee and Clarke filed a second amended complaint/counterclaim asserting the same claims. On February 21, 2023, IGC and Mukunda filed a motion for summary judgment seeking judgment on both IGC’s underlying Complaint against Apogee and Apogee’s and Clarke’s claims against Apogee and Mukunda. On April 19, 2023, Apogee and Clarke filed a response to the motion. Both Apogee and Clarke withdrew their claims against Mukunda at that time. The Company filed its reply in support of summary judgment on May 16, 2023. On July 20, 2023, after the close of the quarterly reporting period, the court granted the motion for summary judgment in substantial part, ruling (a) that Apogee breached the parties’ purchase agreement, (b) that Clarke’s claims were barred by the applicable statute of limitations, (c) that Apogee breached a contract related to a loan made by IGC to Apogee in 2015 and that IGC is entitled to damages and interest as a result; and (d) that all claims against Mukunda are dismissed. The court is expected to set a trial date to decide certain remaining issues: (i) whether IGC breached the purchase agreement by issuing restricted, as opposed to unrestricted, stock to Apogee, and, if so, what damages, if any, Apogee may receive as a result; and (ii) the amount of damages IGC will be awarded based on Apogee’s breach of the purchase agreement. The Company considers the counterclaim and the Apogee Litigation to be ordinary, routine litigation incidental to the business. The Company denies any and all liability and, in particular, denies that it breached the purchase agreement and that Apogee has suffered any damages. Given the Company’s position that Apogee suffered no damages due to any conduct by IGC, the Company intends to seek resolutions of the litigation without proceeding to trial. However, failing those efforts, the Company intends to vigorously defend the litigation and is represented by counsel for that purpose.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.


There have not been any material changes with regard to the risk factors previously disclosed in the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2017.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 30, 2023, the Company entered into a SPA with Bradbury Asset Management and three unrelated investors resulting in approximately $3 million in gross proceeds. The completion of the private placement is subject to customary closing conditions, including approval by the NYSE. Under the terms of the private placement, IGC will issue 10 million shares of unregistered common stock at a price of $0.30 per share. Shares are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the provisions of Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S adopted thereunder.

None.  

Item 3.    3. Defaults Upon Senior Securities

None.

None.

Item 4. Mine Safety Disclosures


Not applicable.

logo_2sm.jpg | June 30, 2023, Form 10-Q

Item 5. Other Information

None.

None.

Item 6.    6. Exhibits

3.1

Exhibit

Number

Exhibit Description

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 as filed on August 6, 2012).

3.2

3.3

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

3.4

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).

3.5

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 S-1, as amended and8-K filed on February 14, 2006 (Reg. No. 333-124942))March 21, 2023).

31.1

10.01(a)(b)

10.02

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).

10.03(b)

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).

31.1*

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.

31.2*

Rule 13a-14(a) / 15d-14(a) Certification of Principal Executive OfficerFinancial Officer.

32.1**

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. *§1350.

31.2

101.INS*

Inline XBRL Instance Document.

32.1

101.SCH*

32.2
101.INSXBRL Instance Document*
101.SCH

Inline XBRL Taxonomy Extension Schema Document*Document.

101.CAL

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document*Document.

101.LAB

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document*Document.

101.PRE

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document*Document.

101.DEF

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document*Document.

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.
**Furnished herewith.

(a)

Management contract or compensatory plan or arrangement.

(b)

Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule or attachment to this exhibit.

*Filed herewith.logo_2sm.jpg | June 30, 2023, Form 10-Q



SIGNATURES

Pursuant to the requirements 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.

INDIA GLOBALIZATION CAPITAL,

IGC PHARMA, INC.

Date: February 20, 2018August 10, 2023

By:

/s/ Ram Mukunda

Ram Mukunda

President and Chief Executive Officer and President

(Principal Executive Officer)

Date: August 10, 2023

By:

/s/ Claudia Grimaldi

Claudia Grimaldi

Vice-president & Chief Compliance Officer

(Principal Financial Officer)

Date: February 20, 2018By:/s/ Rohit Goel
Rohit Goel
Co-Principal Accounting Officer
logo_2sm.jpg | June 30, 2023, Form 10-Q
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