| FYE2022 Form DEF 14A

Mr. Ram Mukundahas served as ourDirector of the Board, CEO and President and in other capacities since April 29, 2005. Mr. MukundaHe is responsible for general management and over the past fiveseven years has been largely responsible for the Company’s strategy and positioning in the medical cannabinoids industry. He has been the chief-inventorchief inventor and architect of all patent filings by the Company, includingand the creation ofthrust into R&D and medical trials, which support the Company’s lead product Hyalolex™.desire to bring low-cost medications that address diseases and ailments that affect humankind. Prior to IGC, from January 1990 to May 2004, Mr. Mukunda served as Founder and CEO of Startec Global Communications, thatwhich he took public in 1997 on NASDAQ. Prior to Startec, he served as Strategic Planning Advisor at Intelsat, a communications satellite services provider and prior to that worked in the bond market for a boutique firm on Wall Street. Mr. Mukunda serves as an Emeritus member on the Board of Visitors at the University of Maryland, School of Engineering. From 2001 to 2003, he was a Council Member at Harvard’s Kennedy School of Government, Belfer Center of Science and International Affairs. Mr. Mukunda is the recipient of several awards including, among others, the 2013 University of Maryland’s International Alumnus of the year award, the 2001 Distinguished Engineering Alumnus Award, the 1998 Ernst & Young, LLP’s Entrepreneur of the Year Award. He earnedholds a B.S. (1979)degree in Electrical Engineering, a B.S degree in Mathematics, and a M.S. (1982) in Electrical Engineering and a B.S (1979) in Mathematics, all from the University of Maryland. Mr. Mukunda has traveled extensively, and managed companies in Europe and Asia. He has over 20 years of experience managing public companies and has acquired and integrated more thanover 20 companies. His in-depth business experience in the medical cannabinoids industry, his knowledge of U.S. capital markets, capital structuring, international joint ventures, and broad science and engineering background make him well qualified to serve as a director of our Company.

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

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

Claudia Grimaldi hasserved on the Board of Directors since May 2022. She is also the Vice-president, PFO, and Chief Compliance Officer, is responsible for managing the accounting and finance teams in various countries and is responsible for ensuring timely and accurate statutory and regulatory compliance (SEC, FINRA, NYSE, IRS, XETRA 2, among others). She has more than ten years of experience with SEC filings, regulatory compliance, and disclosures, having held increasing responsibilities first as Manager of financial reporting and compliance from May 2011 to 2013 and then as General Manager financial reporting and compliance from 2013 to May 2018. She also serves as a Director/Manager for some of our subsidiaries. Ms. Grimaldi graduated summa cum laude from Javeriana University, a top five university in Colombia, with a Bachelor of Arts in Psychology. She holds an MBA in General Management, graduating with Highest Honors, from Meredith College, in North Carolina. She is a member of Delta Mu Delta International Honor Society. She has also completed Executive Education courses on SEC compliance, finance from UVA, and corporate governance from the Columbia Business School. In addition, she has attended the Darden School of Business Financial Management Executives program at the University of Virginia, and SEC reporting and compliance seminars. Currently she is pursuing her Directorship Certification with the National Association of Corporate Directors (“NACD”). She is also fluent in both English and Spanish. Ms. Grimaldi’s extensive financial experience and operational knowledge of the Company makes her qualified to serve as a director of our Company.

 | 2019FYE2022 Form DEF 14A

The following sets forth information regarding our current Class BA and Class AB directors. Except as set forth below, there are no family relationships between any of our directors or executive officers. Each director holds office until he or she resigns or is removed and his or her successor is duly elected and qualified.

Mr. Richard Prins has been our Chairman and Audit Committee Chairman since 2012 and has served as aan Independent Director since May 2007. Mr. Prins has extensive experience in private equity investing and investment banking. From March 1996 to 2008, he was the Director of Investment Banking at Ferris, Baker Watts, Incorporated (FBW). Mr. Prins served in a consulting role to RBC until January 2009. Mr. Prins currently serves on several boards,one other board, volunteers full time with a non-profit organization, Advancing Native Missions, and is a private investor. Since February 2003, he has been on the board of Amphastar Pharmaceuticals, Inc. From March 2010 until 2016, he was on the board of Hilbert Technologies. Mr. Prins holds a B.A. degree from Colgate University and an M.B.A. from Oral Roberts University. Mr. Prins has substantial knowledge and experience with U.S. capital markets, has served on and chaired audit and compensation committees of boards, has extensive experience in finance, accounting, and internal controls over financial reporting. His knowledge of the pharmaceutical industry and experience with U.S. capital markets make him well qualified to serve as a director of our Company.

Mr. Sudhakar ShenoyJohn Lynch has been our Compensation Committee Chairman since 2012 and has served as aan Independent Director since the inception of IGC in May 2005. Mr. ShenoyJanuary 2021. He is the Chairman and CEO of Reston, Virginia based Alyx Technologies, Inc., a business solutions and technology provider with operations in the U.S. and India. He wasalso a member of the Non-Resident Indian Advisory Group that advisedAudit and Compensation Committees. Mr. Lynch helped negotiate the former Prime Ministerlicensing of India on strategiesthe patent filed by the University of South Florida titled “Extreme Low Dose THC as a Therapeutic and Prophylactic Agent for attracting foreign direct investment. He was selectedAlzheimer’s Disease,” which is the basis for our Hyalolex Drops of Clarity™, available only in Puerto Rico, as well as the IGC-AD1 formulation, subject of a Phase 1 trial. Mr. Lynch has been an independent consultant since 2003, and, for the U.S. Presidential Tradepast five years, he has served IGC as an Advisor. Mr. Lynch has been instrumental in developing the intellectual property strategy for the Company. Thanks to Mr. Lynch’s strategy and Development Mission to Indiasupport, the Company has filed eleven patents with the United States Patent & Trademark Office (USPTO) including formulations for Cannabidiol-based compositions and methods for treating pain, cachexia and eating disorders, seizures, CNS disorders, restoring energy, stuttering and Tourette syndrome (TS), and Alzheimer’s disease related symptoms. Mr. Lynch was an adjunct professor of law at Georgetown University Law Center, as well as an adjunct professor in 1995. Mr. Shenoy was inducted into the Alumni Hall of FameIntellectual Property (IP) Law at the University of ConnecticutSan Francisco School of BusinessLaw. Mr. Lynch received a B.S., Chemistry, in 1960 from Fordham College and the School of Engineering. He was recognized as a Distinguished Alumnus of the Indian Institute of Technology (IIT)J.D. in Bombay, India in 1997.1963 from Georgetown University Law Center. Mr. Shenoy has been named one of the Most Influential People in Washington, D.C. high tech industry as well as being awarded the 2004 Executive of the Year by the Northern Virginia Government Contractors Council. He holds a B. Tech (Hons.) in electrical engineering from the Indian Institute of Technology and an M.S. in Electrical Engineering and an M.B.A. from the University of Connecticut Schools of Engineering and Business Administration, respectively. Mr. Shenoy’sLynch’s extensive business contacts and his experience serving on the boards of public and private companies in the U.S. make him well qualified to serve as a director of our Company.

Vote Required and Board of Directors Recommendation

The election of the nomineesnominee for directorsdirector requires a majority of the votes present at the meeting and entitled to vote, in person or by proxy. In determining whether the proposal has been approved, abstentions will be counted for purposes of determining the presence or absence of a quorum and will be counted as votes against the purpose, and broker non-votes will not be counted as votes for or against the proposal or as votes present and voting on the proposal.

Stockholders do not have the right to cumulate their votes in the election of directors. If, at the time of the Annual Meeting, the nominee should be unavailable to serve as a director, it is intended that votes will be cast, in accordance with the enclosed proxy, for such substitute nominee as may be nominated by the Board of Directors, or the Board of Directors may reduce the number of directors. The nominee has consented to being named in this Proxy Statement and to serve if elected.

The Board of Directors recommends that the stockholders vote FOR the election of the nomineenominees set forth above.Properly executed and delivered proxies solicited by management for which no specific direction is included will be voted FOR the election of the nomineenominees listed to serve as director.directors.

 | 2019FYE2022 Form DEF 14A

PROPOSAL TWO

RATIFICATION OF THE APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

On March 6, 2019,July 13, 2021, the Audit Committee of the Board selected Manohar Chowdhry & Associates as the Company’s independent registered public accountants for theboth fiscal yearyears ending March 31, 2020.2022 and 2023.

Manohar Chowdhry & Associates served as the Company’s independent auditors for the fiscal yearyears ended March 31, 2019, 2020, 2021, and 2022 reviewing the Company’s financial statements. Services provided to the Company by Manohar Chowdhry & Associates for the 20192021 and 2022 fiscal yearyears are described in “Audit Information.”  A representative of Manohar Chowdhry & Associates will not be present at the meeting.

Although stockholder ratification is not required by the Company’s Bylaws or otherwise, the Board of Directors is requesting that stockholders ratify the selection of Manohar Chowdhry & Associates as the Company’s independent registered public accountants to make an examination of the financial statements of the Company for the 20202023 fiscal year. If stockholders do not ratify the selection of Manohar Chowdhry & Associates at the Annual Meeting, the Audit Committee will reconsider whether to retain that firm for future audits. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such change would be in the best interests of the Company and its stockholders.

Vote Required and Board of Directors Recommendation

The ratification of the appointment of Manohar Chowdhry & Associates as the Company’s independent registered public accountants for the 20202023 fiscal year will require the affirmative vote of the holders of a majority of the shares of outstanding common stock present or represented at the Annual Meeting and entitled to vote thereat. In determining whether the proposal has been approved, abstentions will be counted as votes against the proposal, and broker non-votes will not be counted as votes for or against the proposal or as votes present and voting on the proposal.

The Board of Directors recommends that you vote FOR the ratification of the appointment of Manohar Chowdhry & Associates as the Company’sCompany’s independent registered public accountants for the 2020 2023 fiscal year.Proxies solicited by management for which no specific direction is included will be voted FOR ratification of the appointment of Manohar Chowdhry & AssociatesAssociates..

PROPOSAL THREE

GRANT OF 2,000,000 3,000,000 SHARES OF COMMON STOCK

TO OUR CURRENT AND NEW OFFICERS, DIRECTORS, EMPLOYEES,

ADVISORS AND CONSULTANTS

Our Board of Directors is requesting that IGC stockholders approve a grant of 2,000,0003,000,000 shares of common stock to current and new officers, directors, employees, advisors and consultants (the “Compensation Shares”).

The Compensation Committee believes that the grant of the Compensation Shares to some of its current officers, employees, directors, advisors, and consultants is important in order to align their interests with the interests of the Company and its shareholders, as well as to retain them as the Company builds its Plant and Cannabinoid business in an industry brimming with opportunity, high growth, and high relative valuations.

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Among the accomplishments achieved by the Company in fiscal 2022 are the following: i) in fiscal 2019, the Company was granted a patent by the United States Patent & Trademark Office (USPTO) for treating pain with cannabinoids, ii) in fiscal 2019, the Company successfully appealed the NYSE American’s decision to delist the common stockcompleted Phase 1 of the Company from trading on the Exchange, iii) the Company sold its Malaysian subsidiary Cabaran Ultima, reorganized its corporate structure, and incorporated a Colombian subsidiary to be its Latin American hub, iv) the Company made steady progress, including receiving approval from the Institutional Review Board (IRB), towards initiating human clinical trials for its product IGC-AD1 targeting Alzheimer’s disease.

| 2019 Form DEF 14A

disease; ii) the Company has engaged and continues to engage more Principal Investigators and study sites to start conducting Phase 2 trial on IGC-AD1 on the second half of the current calendar year to assess it as a symptom modifying agent, specifically on agitation in dementia due to Alzheimer’s disease; iii) the Company recently acquired rights to a family of naphthalene monoimide (“NMI”) molecules. TGR-63, a lead NMI molecule, is an enzyme inhibitor that has been shown in pre-clinical trials to reduce neurotoxicity in Alzheimer’s cell lines and improve memory in an Alzheimer’s mouse model. Subject to further study, research, and development, TGR-63 could give the Company a potential disease modifying agent and help expand the Company’s pursuit of a drug that can potentially treat or modify Alzheimer’s; and (iv) on June 7, 2022, the USPTO issued a patent (#11,351,152) to the Company titled “Method and Composition for Treating Seizures Disorders.” The patent relates to compositions and methods for treating multiple types of seizure disorders and epilepsy in humans and animals using a combination of cannabidiol (CBD) with other compounds. Subject to further research and study, the combination is intended to reduce side effects caused by hydantoin anticonvulsant drugs such as phenobarbital, by reducing the dosing of anticonvulsant drugs in humans, dogs, and cats.

The Board of Directors will determine, subject to vesting, the award of the Compensation Shares among its current officers, employees, directors, advisors, and consultants based on the Compensation Committee’s recommendation and depending on specific factors like individual’s contribution to the Company’s business advancement and creation of intellectual property, NYSE/SEC/IRS compliance, business strategy, overhead and expenses control/savings and management of daily operations, amongst others. As of the date of this Proxy Statement, IGC has no contractual agreement to issue to any of its current officers, employees, directors, advisors, and consultants any shares of the issued and outstanding shares of the common stock of IGC. As of the date of this filing,Proxy Statement, the Compensation Committee has not made a determination of the amount of Compensation Shares to be awarded to current officers, employees, directors, advisors, and consultants and the amount to be used in the future to recruit specialists. The NYSE American rules require IGC stockholders’ approval prior to the issuance of the Compensation Shares.

At the Record Date, no606,309 shares of the Company’s Common Stock remained available for future grants under the Company’s existing equity plan. On the Record Date, the closing price of our Common Stock was $0.78$0.51 per share. On the Record Date, directors and executive officers, including the Named Executive Officers, and approximately 1720 employees and consultants of the Company were eligible to participate in the receipt of the Compensation Shares.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizesshows (in thousands), as of July 13, 2022, information aboutregarding outstanding awards available under our compensation plans (including individual compensation arrangements) under which our equity compensation plansecurities may be delivered.

(1) Consists of our 2018 Omnibus Incentive Plans, as approved by our stockholders on November 8, 2017. See Note 14, “Stock-Based Compensation” of the Record Date:Notes to the Consolidated Financial Statements included in our Annual Reports on Form 10-K filed with the SEC on June 22, 2022.

(2) Consists of a total of 8 million shares of common stock from three special grants approved by our stockholders on January 7, 2020, on January 11, 2021, and on October 15, 2021.

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Vote Required for Special Grant of Shares

The approval of the grant of Compensation Shares will require the affirmative vote of the holders of a majority of the shares of common stock present or represented at the Annual Meeting and entitled to vote thereat. In determining whether the proposal has been approved, abstentions will be counted as votes against the proposal, and broker non-votes will not be counted as votes for or against the proposal or as votes present and voting on the proposal.

The Board of Directors recommends that you vote FOR thegrant of Proxies solicited by management for which no specific direction is included will be voted FOR thegrant of The Compensation Shares.

| 2019 Form DEF 14A

PROPOSAL FOUR

THE ADJOURNMENT PROPOSAL

If, at the Annual Meeting of stockholders on January 7, 2020,September 9, 2022, the number of shares of the Company’s common stock present or represented and voting in favor of adoption or rejection of the proposals is insufficient to adopt such proposals under the applicable rules and regulations, the Company’s Executive Chairman intends to move to adjourn the Annual Meeting in order to enable our Board of Directors to solicit additional proxies.

In this Proposal Four, we are asking you to authorize Ram Mukunda or Richard Prins to vote in favor of an adjournment of the Annual Meeting to another time and place for the purpose of soliciting additional proxies. If the stockholders approve the Adjournment Proposal, we could adjourn the Annual Meeting, and any adjourned session of the Annual Meeting, and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously submitted proxies. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against some of the proposals, we could adjourn the Annual Meeting without a vote on that particular proposal and seek to convince the holders of those shares to change their votes to votes in favor of adoption of such proposal.

If our stockholders do not approve the Adjournment Proposal, our Board of Directors may not be able to adjourn the Meeting to a later date in the event there are not sufficient votes at the time of the Meeting.

Vote Required and Board Recommendation

The Adjournment Proposal, if a quorum is present, requires the affirmative vote of a majority of the votes, which could be cast by holders of all shares of stock entitled to vote thereon, which are present in person or by proxy at the Annual Meeting. In the absence of a quorum, the stockholders present, by majority vote, may adjourn the Meeting. Broker non-votes will have no effect on the outcome of the vote on the Adjournment Proposal.

Our Board of Directors recommends that you vote FOR the Adjournment Proposal. Proxies solicited by management for which no specific direction is included will be voted FOR the Adjournment Proposal.

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SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

Principal Stockholders

The following table sets forth information regarding the beneficial ownership of our common stock as of November 19, 2019,July 13, 2022, by each person known by us to be the beneficial owner of more than 5 percent5% of our outstanding shares of common stock, each of our executive officers and directors, and all of our officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange CommissionSEC and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days through the exercise of any option, warrant or other right. The percentage ownership of the outstanding common stock, which is based upon fully-diluted shares of common stock outstanding as of November 19, 2019,July 13, 2022, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission,SEC, that only the person or entity whose ownership is being reported has exercised options or warrants to purchase shares of our common stock.

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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Unless otherwise noted, the nature of the ownership set forth in the table below is common stock of the Company. The table below sets forth as of November 19, 2019,July 13, 2022, except as noted in the footnotes to the table, certain information with respect to the beneficial ownership of the Company’s common stock by (i) all persons or groups, according to the most recent Schedule 13D or Schedule 13G filed with the Securities and Exchange CommissionSEC or otherwise known to us, to be the beneficial owners of more than 5 percent5% of the outstanding common stock of the Company, (ii) each director of the Company, (iii) the executive officers named in the Summary Compensation Table, and (iv) all such executive officers and directors of the Company as a group.

*Based on fully diluted 42,918,06658,768,904 shares of common stock outstanding as of the November 19, 2019.July 13, 2022.

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Delinquent Section 16(a) Reports

Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers, directors, and beneficial owners of more than 10% of our equity securities to timely file certain reports regarding ownership of and transactions in our securities with the Securities and Exchange Commission. Copies of the required filings must also be furnished to us. Section 16(a) compliance was required during the fiscal year ended March 31,2019. Based solely on a review of Forms 3, 4 and 5 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Exchange Act, we believe that, during the fiscal year ended March 31, 2019 the filing requirements under Section 16(a) of the Exchange Act were satisfied, with the exception of two open market sales of Common Stock by Richard Prins, a Director of the Company and one grant by the Company of stock to Mr. Prins pursuant to the exemption provided by Rule 16b-3 of the Exchange Act. In addition, no Form 5 was filed by Mr. Prins by May 15, 2019 (45 days after the Company’s fiscal year-end) to report 25 separate gifts of Common Stock to a non-profit organization during the fiscal year ended March 31, 2019. Mr. Prins filed a Form 4 to report each of the transactions referred to in this paragraph on June 12, 2019. In addition, Sudhakar Shenoy, a Director of the Company did not file a Form 5 by May 15, 2019 to report two gifts of Common Stock during the fiscal year ended March 31,2019. Mr. Shenoy filed a Form 4 to report these gifts on June 12, 2019.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE OF THE COMPANY

Executive OfficersInformation about our executive officers, and Directorsdirectors

The names, ages, and positions of our executive officers and directors as of December 1, 2019, areMarch 31, 2022, were as follows:

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The principal occupations for the past five years (and, in some instances, for prior years) of each of our Principal Financialexecutive officers and Principal Accounting Officersdirectors are set out below and for others in Proposal One. There are no family relationships between any of our executive officers or directors.

Ms. Claudia Grimaldi, Vice-president and PFO, is responsible for managing the accounting and finance staff in various countries and is responsible for ensuring timely and accurate statutory and regulatory compliance (SEC, FINRA, NYSE, IRS, XETRA 2, among others). She has almost ten years of experience with the Company and about eight years of experience with SEC filings, regulatory compliance, and disclosures, having held increasing responsibilities first as Manager of financial reporting and compliance from May 2011 to 2013 and then as then as General Manager financial reporting and compliance from 2013 to May 2018. She also serves as a Director/Manager for some of our subsidiaries. Ms. Grimaldi graduated summa cum laude from Javeriana University, a top five university in Colombia, with a Bachelor of Arts in Psychology. She holds an MBA in General Management, graduating with Highest Honors, from Meredith College, in North Carolina. She is a member of Delta Mu Delta International Honor Society. In addition, she has attended the Darden School of Business Financial Management Executives program at the University of Virginia, and SEC reporting and compliance seminars. She is also fluent in both English and Spanish.

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Mr. Rohit Goel has been our Principal Accounting Officer (PAO) since September 2017. As the Principal Accounting Officer, Mr. Goel is responsible for all accounting matters relating to the Company. His previous experience includes leading USGAAP audit teams and leading or assisting in the statutory audit of limited and private companies in various industries including telecom, stock brokerage, manufacturing, education, banking and digital marketing. He has worked on preparing process, workflow, implementation of SAP based accounting systems, worked on several accounting projects for clients based in US, Spain and UK, and assisted an audit team that conducted an asset audit for clients in Africa. In 2012 and 2013 he passed the CA CPT and CA IPCC exams. From September 2013 to March 2014 he worked as a Chartered Accountant (CA) trainee for Mahesh K Aggarwal & Co. And from April 2014 to September 11, 2016 he worked as a Chartered Accountant trainee, with AJSH & Co. In September 2016, he founded BnA Consultancy to provide accounting, taxation and statutory compliance services. In 2015, Mr. Goel graduated with a Bachelor of Commerce (Hons) from Delhi University, India. He is currently pursuing the CPA license and a Master of Commerce at Indira Gandhi National Open University (IGNOU), India. Mr. Goel is based in India along with the rest of the accounting team.

Board of Directors; Independencedirectors and independence

Our Board of Directors is divided into three classes (Class A, Class B, and Class C) with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the Class A director, consisting of Sudhakar Shenoy,John Lynch and Claudia Grimaldi, will expire at the 20202023 annual meeting of stockholders. The term of office of the Class B director, currently consisting of Richard Prins, will expire at the 20212024 annual meeting of stockholders. The term of office of the Class C director, currently consisting of Ram Mukunda expiresand James Moran, will expire at the 2025 annual meeting of stockholders assuming the directors are re-elected at this Annual Meeting. These individuals have played a key role in identifying and evaluating prospective acquisition candidates, selecting the target businesses, and structuring, negotiating, and consummating acquisitions.

The NYSE American, upon which our shares are listed, requires the majority of our Board to be “independent.” The NYSE American listing standards define an “independent director” generally as a person, other than an officer or an employee of the company,Company, who does not have a relationship with the companyCompany that would interfere with the director’s exercise of independent judgment. Consistent with these standards, the Board of Directors has determined that Messrs. Prins, Moran, and ShenoyLynch are independent directors.

Board leadership structure

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

Board oversight of risk management

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

Audit Committeecommittee

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

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Company’s website.

Compensation Committeecommittee

Our Board of Directors has established a Compensation Committee composed of two independent directors, Messrs. ShenoyLynch, and Prins. Mr. ShenoyPrins is the current Chairman of our Compensation Committee. The Compensation Committee’s purpose is to review and approve compensation paid to our officers and directors and to administer our 2018 Omnibus Incentive Plan, and if Proposal Three is approved, to administer the grant of up to 2,000,000 shares.Plan. As per the compensation committee charter, candidate experience, knowledge, and performance are used to evaluate the candidate.candidate Plan, and if Proposal Three is approved, to administer the grant of up to 3,000,000 shares. The compensation is accordingly decided for the candidate as per the industry standards. The Committee follows the compensation committee charter, which is reviewed once a year and available on the Company’s website.

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Compensation Committee Interlockscommittee interlocks and Insider Participationinsider participation

Our Compensation Committee is comprised of two independent members of the Board of Directors, Richard Prins and Sudhakar Shenoy.John Lynch. No executive officer of the Company served as a director or member of the Compensation Committeecompensation committee of any other entity.

The Compensation Committee was responsible for determining executive compensation and the award of stock, and stock options to employees, advisors, and directors during Fiscal 2019.2022. No consultants were used by the Compensation Committee during Fiscal 2019.this fiscal year.

Nominating and Corporate Governance Committeecorporate governance committee

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

Disclosure Committee

The Chief Executive OfficerCEO and Principal Financial Officer shallthe PFO supervise and oversee the Disclosure Committee.

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

Ownership Guidelines

To align the interests of the Board of Directors directly with the interests of the stockholders, the Committee recommends that each Board member maintain a minimum ownership interest in our company. We have implemented IGC’s Stock Ownership Guidelines requiring directors to retain ownership of 35% of the common stock that they receive upon joining the Board, if any, and that they receive as part of any compensation during their tenure on the Board, if any, except that the Stock Ownership Guidelines shall not apply where a director transfers stock to a personal trust(s) or makes a gift.

Audit Committee Financial Expert

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

| 2019 Form DEF 14A

Ownership Guidelines

To align the interests of the Board of Directors directly with the interests of the stockholders, the Committee recommends that each Board member maintain a minimum ownership interest in our company.  Currently, the Compensation Committee recommends that each Board member own a minimum of 5,000 shares of our common stock with such stock to be acquired within a reasonable time following election to the Board.

Board and Committee Meetingscommittee meetings

During Fiscal 2019,2022, there were nineteen (19)19 Board meetings, thirteen (13)8 meetings of the Audit Committee and five (5)2 Compensation Committee meetings, all of the Compensation Committee. These meetingswhich were heldattended, either in person or telephonically, or electronically. Allby all our directors of the Board and all of the members of the committees, participated in all meetings.respectively.

 | FYE2022 Form DEF 14A

Communications with the Board

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

Indemnification Agreementsagreements

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

Annual Meeting Attendancemeeting attendance

All directors, either in person or telephonically, attended the 20182021 annual shareholders meeting. We do not have a formal policy requiring directors to attend stockholder meetings, but we encouragethe members of theour Board of Directors to attend the annual meeting of stockholders.stockholder meetings in person or by telephone or video conference.

Corporate governance, code of conduct and ethics

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

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

Director and Officer Derivative Trading and Hedging Policy

The Company has adopted a policy which prohibits our officers, non-employee directors, and key personnel from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our common stock.

Delinquent Section 16(a) reports

Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers, directors, and beneficial owners of more than 10% of our equity securities to timely file certain reports regarding ownership of and transactions in our securities with the SEC. Copies of the required filings must also be furnished to us. Section 16(a) compliance was required during Fiscal 2022. Based solely on a review of Forms 3, 4, and 5 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Exchange Act, we believe that Fiscal 2022’s filing requirements under Section 16(a) of the Exchange Act have been satisfied, except for (1) a Form 4 reporting one transaction by Rohit Goel filed with the SEC on May 17, 2021, (2) a Form 4 reporting three transactions by Claudia Grimaldi filed with the SEC on December 23, 2021, (3) a Form 4 reporting five transactions by Ram Mukunda filed with the SEC on December 23, 2021 (4) a Form 4 reporting 4 transactions by Richard K. Prins filed with the SEC on December 27, 2021 and (5) a Form 4 reporting two transactions by James P. Moran filed with the SEC on January 28, 2022.

 | 2019FYE2022 Form DEF 14A

Compensation for Executive Officers of the Company

We pay an affiliate of our CEO $6,100 per month for facilities provided in Washington State and $4,500 per month for office space and certain general and administrative services, provided in Maryland. These amounts are not intended as compensation to our CEO.

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to our(i) all individuals serving as the smaller reporting company's Principal Executive Officer (PEO) who was servingprincipal executive officer or acting in a similar capacity during the last completed fiscal and ouryear (PEO), regardless of compensation level; (ii) the smaller reporting company's two most highly compensated executive officerofficers other than the PEO who waswere serving as executive officerofficers at the end of the last completed fiscal or our Principal Financial Officer (PFO);year and whose compensation exceeded $100,000 a year; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer of the smaller reporting company at the end of the last completed fiscal year.

Summary Compensation Table

(in thousands)

Perquisites and Other Personal BenefitsCompensation toDirectors

We provide some executive officers with perquisites and other personal benefits that we and the Compensation Committee believe are reasonable and consistent with our overall compensation program to enable us to attract and retain superior employees for key positions.  The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers.  Some executive officers receive the use of Company automobiles and an assistant among other perquisites.  Each employee of our Company is entitled, to participate (in a Company sponsored 401-K plan, subject to vesting, and to term life insurance, premiums for which are paid by us.  In addition, each employee is entitled to receive medical and dental benefits.

Outstanding Equity Awards at Fiscal Year Endthousands)

The following table sets forth information with respectshows, for fiscal 2022, the compensation awarded to, outstanding equity awards heldearned by, or paid to non-employee directors who served on the Company’s named Executive Officers as of March 31, 2019.  None ofBoard during the named executive officers holds any stock options.fiscal year.

 | FYE2022 Form DEF 14A

Outstanding Equity Awards at Fiscal End

(in thousands)

The Stock Awards reflect the grant date fair value, in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation (formerly Statement of Financial Accounting Standards (SFAS) No. 123R) for awards pursuant to the Company’s equity incentive program. During fiscal 2022, 150,000 options are issued and outstanding to our directors.

| 2019Included in the tables above are two categories of Stock Awards: (i) performance-based stock awards that are based on achieving milestones in the area of drug development; and (ii) market price-based awards, based on advancing the IGC stock price.

The Company believes that as of March 31, 2022, 1.25 million Stock Awards are not probable. Two milestones of the Performance based Category of Stock Awards were met during June 2022. Therefore, a total of 1 million shares vested as of the filing of this Form DEF 14ADEF14A.

The assumptions used in calculating fair value and amortization schedule based on the probability of achieving milestones and targets are included in Note 14, “Stock-Based Compensation” of the Notes to the Consolidated Financial Statements included in our Annual Reports on Form 10-K filed with the SEC on June 22, 2022. The Company cautions that the amounts reported in the Director Compensation Table for these awards may not represent the amounts that the directors will realize from the awards. Whether, and to what extent, an individual realizes value will depend on the Company’s actual operating performance and stock price fluctuations.

Employment Contractscontracts

Ram Mukunda has served as President and Chief Executive Officer of our Company since its inception. On July 14, 2014 we, IGC-MNovember 18, 2021, the Company, and Mr. Mukunda entered into the 20142021 CEO Employment Agreement.Agreement that expires on November 17, 2026. Pursuant to the 20142021 CEO Employment Agreement, which will be effective until July 2019, we pay Mr. Mukunda a base salary of $300,000$360,000 per year. Mr. Mukunda’s employment agreement has been extended for an additional year. The Employment Agreement provides that the Board of Directors of our Company may review and update the targets and amounts for the net revenue and salary and contract bonuses on an annual basis. Mr. Mukunda is entitled to benefits, including insurance, participation in company-wide 401(k), reimbursement of business expenses, 20 days of annual paid vacation, sick leave, domestic help, driver, cook, and a car (subject to partial reimbursement by Mr. Mukunda of rental payments for the car and reimbursement of business expenses). In the event of a termination without cause, including a change of control, we would be required to pay Mr. Mukunda 1.5 times the average of the total compensation as disclosed in the previous two 10-K filings prior to termination. In addition, all unvested shares would be subject to immediate vesting.

Claudia Grimaldi has served as Vice President, and Principal Financial Officer, Chief Compliance Officer, and Director of the Companyour subsidiaries since May 9, 2018. On June 14, 2019, the Company and Ms. Grimaldi entered into an Employment Agreement that expires on May 8, 2023 (the “2019 Employment Agreement”). Pursuant to the Employment Agreement, we pay Ms. Grimaldi a base salary of $150,000 per year. The Employment Agreement provides that the Company may review and update performance targets and contract bonuses on an annual basis. Ms. Grimaldi is entitled to benefits, including insurance, participation in company-wide 401(k), reimbursement of business expenses, 20 days of annual paid vacation, sick leave, and a car (subject to partial reimbursement by Ms. Grimaldi of rental payments for the car).

The term of both the 2014 and 2019 Employment Agreements is five years, after which the Agreements continue unless terminated. The Employment Agreements are terminable by us for death, disability and cause. In the event of a termination without cause, including a change of control, we would be required to pay Mr. Mukunda his full compensation for three years and Ms. Grimaldi 1.5 years (18 months) oftimes her base salary. compensation. In addition, unvested shares that would otherwise vest in a 12-month period would be subject to immediate vesting.

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

 | FYE2022 Form DEF 14A

Compensation Risk Assessmentrisk assessment

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

Securities authorized for issuance under equity compensation plans

The following table shows, as of March 31, 2019, information regarding outstanding awards available under our compensation plans (including individual compensation arrangements) under which our equity securities may be delivered.

| 2019 Form DEF 14A

Compensation of Directors

The following table shows information regarding the compensation earned or paid during Fiscal 2019 to non-employee directors who served on the Board during the year. The compensation paid to Mr. Mukunda is shown in the table entitled “Summary Compensation Table

Compensation of Directors

No cash compensation was awarded to, earned by or paid to the directors in Fiscal 2019 for service as directors. In Fiscal 2019, our non-employee directors Richard Prins and Sudhakar Shenoy received 315,000 and 165,000 shares of our common stock from the Omnibus Incentive Plan, respectively at the grant date fair value of $0.37 per share and 200,000 shares each in Fiscal 2018 at the grant date fair value of $0.46 per share. All compensation paid to our employee director is set forth in the tables summarizing executive officer compensation above. The Option Awards column reflects the grant date fair value, in accordance with Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation (formerly Statement of Financial Accounting Standards (SFAS) No. 123R) for awards pursuant to the Company’s equity incentive program. The grant date fair value for RSUs is measured based on the closing price of IGC’s common stock on the date of grant. No options are issued and outstanding to our Directors.

 Assumptions used in the calculation of these amounts for Fiscal 2019 are included in Note 14, “Stock-Based Compensation” to the Company’s audited financial statements for Fiscal 2019, included in the Form 10-K filed with the SEC on June 14, 2019. The Company cautions that the amounts reported in the Director Compensation Table for these awards may not represent the amounts that the directors will actually realize from the awards. Whether, and to what extent, a director realizes value will depend on the Company’s actual operating performance and stock price fluctuations.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

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

Review, Approvalapproval, or Ratificationratification of Related Party Transactionsrelated party transactions

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

Director Independence

The NYSE American, upon which our shares are listed, requires the majority of our Board to be “independent.” The NYSE American listing standards define an “independent director” generally as a person, other than an officer or an employee of the company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment. Consistent with these standards, the Board of Directors has determined that Richard Prins and Sudhakar Shenoy are independent directors.

| 2019 Form DEF 14A

AUDIT INFORMATION

Principal Accountant Fees and Services

Manohar Chowdhry & Associates (MCA) is our Principal Independent Registered Public Accounting Firm engaged to examine our financial statements for Fiscal 20192022. During the Company’s two most recent fiscal years ended March 31, 2022, and Fiscal 2018. We also used AJSH & Co, LLP for certain other services during Fiscal 2018.2021, and through June 6, 2022, the Company did not consult with MCA on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and MCA has not provided either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

Audit Relatedrelated and Other Feesother fees

The table below shows the fees that we paid or accrued for the audit and other services provided by Manohar Chowdhry & Associates for Fiscal 20192022 and Fiscal 2018, respectively. Except for Fiscal 2019 fee as specified otherwise in the table, we paid the corresponding fees to Manohar Chowdhry & Associates.2021.

Audit Feesfees

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

Internal control audit fees

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

 | FYE2022 Form DEF 14A

Audit-Related FeesAudit-related fees

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

Tax Feesfees

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

All Other Feesother fees

This category consists of fees for other miscellaneous items.

| 2019 Form DEF 14A

Policy on Pre-Approvalpre-approval of Auditaudit and Permissible Non-audit Servicespermissible non-audit services of Independent Auditorsindependent auditors

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

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

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

Pre-Approved Services | FYE2022 Form DEF 14A

Pre-approved services

The Audit Committee’s charter provides for pre-approval of audit, audit-related and tax services to be performed by the independent auditors. The Audit Committee approved the audit, audit-related and tax services to be performed by independent auditors and tax professionals in Fiscal 2019.2022. The charter also authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. The decisions of any Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee has not delegated such authority to its members.

| 2019 Form DEF 14A

Audit Committee Reportcommittee report

The Audit Committee of the Board is composed of two directors, each of whom meets the current NYSE American test for independence. The Committee acts under a written charter adopted by the Board. The Audit Committee has prepared the following report on its activities with respect to the Company’s audited financial statements for Fiscal 20192022 (the “Audited Financial Statements”):

All members of the Audit Committee concur in this report.

AUDIT COMMITTEE:

Richard Prins

Sudhakar ShenoyJohn Lynch

 | 2019FYE2022 Form DEF 14A

PROPOSALS FOR 2020 2023 ANNUAL MEETING

Under the regulations of the Securities and Exchange Commission,SEC, if you desire to make a proposal to be acted upon at the 20202023 Annual Meeting of Stockholders, you must deliver the proposal, in proper form, to the Secretary of the Company, no later than, August 18, 2020,2023, in order for the proposal to be considered for inclusion in the Company’s Proxy Statement and form of proxy for that meeting.  If next year’s Annual Meeting is held on a date more than 30 calendar days from August 18, 2020, a stockholder proposal must be received by a reasonable time before the Company begins to print and mail its proxy solicitation materials.  Any stockholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.SEC. The address for the Secretary of the Company is 10224 Falls Road, Potomac, Maryland.

Our Bylaws also prescribe the procedure that a stockholder must follow to nominate directors or to bring other business before stockholders’ meetings. To nominate a candidate for director or to bring other business before a meeting, notice must be received by the Secretary of the Company (i) no later than October 8, 2020,June 17, 2023, and no earlier than September 8, 2020May 18, 2023 or (ii) if the date of the 20202023 Annual Meeting of Stockholders is advanced by more than thirty days or delayed by more than sixty days from the anniversary date of this Annual Meeting, no laterearlier than the close of business on the later of the sixtiethone hundred and twentieth day prior to such Annual Meeting or not later than the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation and no earlier than the close of business on the ninetieth day prior to such Annual Meeting. In addition to the requirements contained in our Bylaws, to comply with the universal proxy rules (when effective), stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than July 11, 2023 (the 60th day prior to the first anniversary of the annual meeting for the preceding year’s annual meeting).

Notice of a nomination for director must describe various matters regarding the nominee and the stockholder giving the notice. Notice of other business to be brought before the Annual Meeting must include a description of the proposed business, the reasons therefore, and other specified matters. The nominating committee will consider candidates recommended by stockholders in the same manner it considers other candidates. Any stockholder may obtain a copy of the Company’s Bylaws, without charge, upon written request to the Secretary of the Company, at the address set forth above.

ANNUAL REPORT

A copy of our Annual Report on Form 10-K for the fiscal year ended March 31, 2019,2022, has been provided to all stockholders as of November 19, 2019.July 13, 2022. Stockholders are referred to the report for financial and other information about us, but such report is not incorporated in this proxy statement and is not a part of the proxy soliciting material.

 | 2019FYE2022 Form DEF 14A

PROXY CARD

THIS PROXY IS SOLICITED ON BEHALF OF

THE BOARD OF DIRECTORS OF INDIA GLOBALIZATION CAPITAL, INC.

for theJanuary 7, 2020September 9, 2022 Annual Meeting of Stockholders and any postponement(s) or adjournment(s) thereof.

The undersigned hereby: (a) acknowledges receipt of the Notice of the Annual Stockholders’ Meeting of India Globalization Capital Inc. to be held on January 7, 2020,September 9, 2022, (the “Annual Meeting”), and the associated Proxy Statement; (b) appoints Ram Mukunda, as a proxy, with the power to appoint a substitute; (c) authorizes each proxy to represent and vote, as designated below, all of the shares of common stock of the Company, par value $0.0001 per share, held of record by the undersigned at the close of business on November 19, 2019,July 13, 2022, at the Annual Meeting and at any postponement(s) or adjournment(s) thereof; and (d) revokes any proxies previously given.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 7, 2020:SEPTEMBER 9, 2022:

This Proxy Statement, the Notice of Annual Meeting of Stockholders, and Our Annual Report to Stockholders are available at http://www.igcinc.us.

This Proxy Card, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this Proxy will be voted FOR the proposals set forth above. Please sign, date and return this Proxy as promptly as possible in the envelope provided.

Joint owners should each sign. Signature(s) should correspond with the name(s) printed on your stock certificates. Attorneys, executors, administrators and guardians should give full title. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

| 2019 Form DEF 14A