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 ~~June~~September 30, 2025

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

Commission file number: 001-32830

IGC PHARMA, INC.

(Exact name of registrant as specified in its charter)

Maryland		20-2760393
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10224 Falls Road, Potomac, Maryland		20854
(Address of principal executive offices)		(Zip Code)

(301) 983-0998

(Registrant’s telephone number, including area code)

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑ Smaller reporting company ☑ Emerging growth company ☐

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

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

9092,~~809~~868,~~112~~241 shares of our common stock were outstanding as of ~~July~~October 2830, 2025.

| ~~June~~September 30, 2025, Form 10-Q

IGC PHARMA, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2025

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Changes in Shareholder’s Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2728
Item 4.	Controls and Procedures	2728
PART II. OTHER INFORMTION
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2829
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2930
Item 3.	Defaults Upon Senior Securities	2930
Item 4.	Mine Safety Disclosures	2930
Item 5.	Other Information	2930
Item 6.	Exhibits	3031
SIGNATURES		3132

| ~~June~~September 30, 2025, Form 10-Q

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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,” “hope,” “potential,” “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 candidates, 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, 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 Administration’s (“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 but not limited to the 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, 2025, filed with the Securities and Exchange Commission (“SEC”) on June 27, 2025 and other documents that we subsequently file with the SEC that update, supplement or supersede such information, 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.

| ~~June~~September 30, 2025, Form 10-Q

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

IGC Pharma, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

(Unaudited)

	June 30, 2025 ($)			March 31, 2025 ($)
	September 30, 2025 ($)			March 31, 2025 ($)
ASSETS
Current assets:
Cash and cash equivalents		~~454~~1,105			405
Accounts receivable, net		8741			34
Inventory		~~1,349~~658			1,360
Short-term investment		25			-
Asset held for sale		-			702
Deposits and advances		~~212~~175			395
Operating lease asset-current		51			-
Total current assets		2,004			2,896
Total current assets		2,153			2,896
Non-current assets:
Intangible assets, net		14,~~997~~879			1,852
Property, plant, and equipment, net		32,~~097~~175			3,220
Claims and advances		~~680~~672			681
Operating lease asset		1613			98
Total non-current assets		57,~~790~~739			5,851
Total assets		79,~~943~~743			8,747
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		~~933~~628			883
Accrued liabilities and others		~~792~~886			1,374
Total current liabilities		1,~~725~~514			2,257
Non-current liabilities:
Long-term loans		~~133~~132			134
Other liabilities		-			16
Operating lease liability		75			10
Total non-current liabilities		~~140~~137			160
Total liabilities		1,~~865~~651			2,417
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, 2025, and March 31, 2025.
Preferred stock, $0.0001 par value: authorized 1,000,000 shares, no shares issued or outstanding as of September 30, 2025, and March 31, 2025.
Common stock and additional paid-in capital, $0.0001 par value: 150,000,000 shares authorized; 84,141,405 and 80,878,058 shares issued and outstanding as of June 30, 2025, and March 31, 2025, respectively.		131,920			130,570
Common stock and additional paid-in capital, $0.0001 par value: 150,000,000 shares authorized; 91,959,112 and 80,878,058 shares issued and outstanding as of September 30, 2025, and March 31, 2025, respectively.		135,774			130,570
Accumulated other comprehensive loss		(34,~~499~~854	)		(3,496	)
Accumulated deficit		(122,~~343~~828	)		(120,744	)
Total stockholders’ equity		68,~~078~~092			6,330
Total liabilities and stockholders’ equity		79,~~943~~743			8,747

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

| ~~June~~September 30, 2025, Form 10-Q

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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,
	Three months ended September 30,						Six months ended September 30,
	2025 ($)			2024 ($)
	2025			2024			2025			2024
Revenue		328			272
	($)			($)			($)			($)
Cost of revenue		(174	)		(109	)
Revenue		191			412			519			684
Gross profit		154			163
Cost of revenue		(92	)		(214	)		(266	)		(323	)
Selling, general, and administrative expenses		(1,208	)		(1,670	)
Gross profit		99			198			253			361
Research and development expenses		(851	)		(889	)
Selling, general, and administrative expenses		(1,410	)		(1,041	)		(2,618	)		(2,711	)
Operating loss		(1,905	)		(2,396	)
Research and development expenses		(1,588	)		(917	)		(2,439	)		(1,806	)
Other income, net		306			18
Operating loss		(2,899	)		(1,760	)		(4,804	)		(4,156	)
Loss before income taxes		(1,599	)		(2,378	)
Other income, net		1,078			43			1,384			61
Income tax expense/benefit		-			-
Loss before income taxes		(1,821	)		(1,717	)		(3,420	)		(4,095	)
Net loss attributable to common stockholders		(1,599	)		(2,378	)
Income tax expense		-			-			-			-
Foreign currency translation adjustments		(3	)		(3	)
Net loss attributable to common stockholders		(1,821	)		(1,717	)		(3,420	)		(4,095	)
Comprehensive loss		(1,602	)		(2,381	)
Foreign currency translation adjustments		(19	)		(15	)		(22	)		(18	)
Net loss per share attributable to common stockholders:
Comprehensive loss		(1,840	)		(1,732	)		(3,442	)		(4,113	)
Basic and diluted	$	(0.02	)	$	(0.03	)
Net loss per share attributable to common stockholders:
Weighted-average number of shares used in computing loss per share amounts:		83,027,117			72,813,538
Basic and diluted	$	(0.02	)		(0.02	)		(0.04	)		(0.06	)
Weighted-average number of shares used in computing loss per share amounts:		90,457,910			76,007,129			86,762,816			74,419,059

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

| ~~June~~September 30, 2025, Form 10-Q

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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 ($)			Total Stockholders’ Equity ($)
Three months ended September 30, 2024	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, 2024		66,691		124,409		(113,665	)		(3,423	)		7,321
Common stock-based compensation & expenses, net		-		433		-			-			433
Share money received but not allotted		-		-		-			-			-
Issuance of common stock through offering (net of expenses)		8,945		2,507		-			-			2,507
Cancellation/forfeiture of shares		-		-		-			-			-
Common stock subscribed		-		-		-			-			-
Net loss		-		-		(2,378	)		-			(2,378	)
Foreign currency translation		-		-		-			(3	)		(3	)
Balances as of June 30, 2024		75,636		127,349		(116,043	)		(3,426	)		7,880
Balances as of March 31, 2025		80,878		130,570		(120,744	)		(3,496	)		6,330
Common stock-based compensation & expenses, net		-		434		-			-			434
Common stock-based compensation & expenses, net		-		498		-			-			498
Share money received but not allotted		-		427		-			-			427
Share money received but not allotted		-		13		-			-			13
Issuance of common stock through offering (net of expenses)		1,000		368		-			-			368
Issuance of common stock through offering (net of expenses)		3,263		839		-			-			839
Cancellation/forfeiture of shares		-		-		-			-			-
Common stock subscribed		-		-		-			-			-
Net loss		-		-		(1,717	)		-			(1,717	)
Net loss		-		-		(1,599	)		-			(1,599	)
Foreign currency translation adjustments		-		-		-			(15	)		(15	)
Foreign currency translation		-		-		-			(3	)		(3	)
Reclassification due to the liquidation of Subsidiaries		-		-		-			-			-
Balances as of September 30, 2024		76,636		128,578		(117,760	)		(3,441	)		7,377
Three months ended September 30, 2025
Balances as of June 30, 2025		84,141		131,920		(122,343	)		(3,499	)		6,078
Common stock-based compensation & expenses, net		-		742		-			-			742
Share money received but not allotted		-		-		-			-			-
Issuance of common stock through offering (net of expenses)		7,818		3,112		-			-			3,112
Cancellation/forfeiture of shares		-		-		-			-			-
Net loss		-		-		(1,821	)		-			(1,821	)
Foreign currency translation adjustments		-		-		-			(19	)		(19	)
Reclassification due to the liquidation of Subsidiaries		-		-		1,336			(1,336	)		-
Balances as of September 30, 2025		91,959		135,774		(122,828	)		(4,854	)		8,092

Six months ended September 30, 2024	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, 2024		66,691		124,409		(113,665	)		(3,423	)		7,321
Common stock-based compensation & expenses, net		-		867		-			-			867
Share money received but not allotted		-		427		-			-			427
Issuance of common stock through offering (net of expenses)		9,945		2,875		-			-			2,875
Cancellation/forfeiture of shares		-		-		-			-			-
Net loss		-		-		(4,095	)		-			(4,095	)
Foreign currency translation adjustments		-		-		-			(18	)		(18	)
Reclassification due to the liquidation of Subsidiaries		-		-		-			-			-
Balances as of September 30, 2024		76,636		128,578		(117,760	)		(3,441	)		7,377

Six months ended September 30, 2025
Balances as of March 31, 2025		80,878		130,570		(120,744	)		(3,496	)		6,330
Common stock-based compensation & expenses, net		-		1,240		-			-			1,240
Share money received but not allotted		-		-		-			-			-
Issuance of common stock through offering (net of expenses)		11,081		3,964		-			-			3,964
Cancellation/forfeiture of shares		-		-		-			-			-
Net loss		-		-		(3,420	)		-			(3,420	)
Foreign currency translation adjustments		-		-		-			(22	)		(22	)
Reclassification due to liquidation of Subsidiaries		-		-		1,336			(1,336	)		-
Balances as of September 30, 2025		91,959		135,774		(122,828	)		(4,854	)		8,092

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

| ~~June~~September 30, 2025, Form 10-Q

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IGC Pharma, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Three months ended June 30,
	Six months Ended September 30,
	2025 ($)			2024 ($)
Cash flows from operating activities:
Net loss		(13,~~599~~420	)		(24,~~378~~095	)
Adjustment to reconcile net loss to net cash:
Depreciation and amortization		~~141~~260			~~162~~307
Common stock-based compensation and expenses, net		~~452~~1,182			~~402~~804
Other non-cash items		(241,079	)		-(14	)
Changes in:
Accounts receivable, net		(53	)		11
Accounts receivables, net		(7	)		(5	)
Inventory		1117			30
Deposits and advances		~~183~~220			(~~118~~227	)
Claims and advances		-8			-1
Accounts payable		51(252	)		(24	)
Accrued and other liabilities		(~~599~~506	)		~~151~~467
Operating lease asset		3285			537
Operating lease liability		(25	)		(1549	)
Net cash used in operating activities		(13,~~407~~497	)		(12,~~752~~748	)
Cash flow from investing activities:
Purchase of property, plant, and equipment		(837	)		(3867	)
Sale of property, plant, and equipment		~~702~~679			-16
Acquisition and development of intangible assets		(114	)		(93	)
Investment in short-term investment		(25	)		-
Net cash provided by (used in) investing activities		580			(131	)
Acquisition and development of intangible assets		(411	)		(145	)
Net cash from (used) in investing activities		206			(196	)
Cash flows from financing activities:
Net proceeds from the issuance of common stock		~~852~~3,963			23,~~508~~303
Repayment of a long-term loan		(1	)		(1	)
Repayment of long-term loan		(2	)		(2	)
Net cash provided by financing activities		~~851~~3,961			23,~~507~~301
Effects of exchange rate changes on cash and cash equivalents		2530			2(9	)
Net increase in cash and cash equivalents		49700			~~626~~348
Cash and cash equivalents at the beginning of the period		405			1,198
Cash and cash equivalents at the end of the period		~~454~~1,105			1,~~824~~546
Supplementary information:
Interest paid		1			1
Cash used in an investing activity for acquiring a Favorable Contract against the Disposition of Assets (Note – 7)		(113	)		-
Non-cash item:
Interest paid		(2	)		(2	)
Profit on the sale of Asset held for sale		24			-
Other non-cash items:
Profit on the Disposition of Assets, (Note -7)		(1,056	)		-
Profit on sales of PPE		(23	)		(14	)

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

| ~~June~~September 30, 2025, Form 10-Q

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IGC Pharma, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS AND SIX MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025

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

Unless the context requires otherwise, all references in this report to “IGC,” “IGC Pharma,” “the Company,” “we,” “our,” and “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.igcpharma.com, 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 attempting to ~~leverage~~utilize Artificial Intelligence (AI) technologies to develop ~~potentially~~ innovative therapies ~~treatments~~ for Alzheimer’s ~~disease~~ Disease (AD), ~~metabolic~~related ~~disorder~~neurodegenerative disorders, and ~~related~~metabolic ~~neurodegenerative~~ conditions. ~~IGC~~The ~~Pharma~~Company’s islead therapeutic ~~committed~~candidate, toIGC-AD1, ~~transforming~~is ~~patient~~currently ~~care~~in byPhase ~~seeking to~~2 ~~offer~~clinical ~~faster-acting~~development ~~and~~targeting ~~more~~agitation ~~effective~~in ~~solutions. The Company~~Alzheimer’s ~~research~~dementia—a prevalent and ~~development~~debilitating ~~efforts~~behavioral ~~are~~symptom. ~~centered~~During ~~on addressing some of~~ the ~~most~~quarter ~~challenging~~ended ~~and~~September ~~underserved~~30, ~~symptoms of Alzheimer’s~~2025, ~~with~~IGC ~~the~~Pharma ~~lead~~successfully ~~investigational~~enrolled ~~candidate,~~more ~~IGC-AD1, positioned~~than at50% ~~the forefront~~ of ~~this~~patients ~~strategy.~~in Itthe isongoing ~~designed~~clinical totrial, ~~treat~~representing ~~agitation~~a inkey ~~Alzheimer’s~~operational ~~dementia,~~milestone ~~a common~~ and ~~difficult-to-manage neuropsychiatric~~reflecting ~~symptom~~continued ~~that~~progress ~~significantly~~toward ~~impacts~~study completion ~~millions of patients’ well-being~~ and ~~caregiver~~potential ~~burden~~regulatory advancement.

~~Our~~In ~~mission~~parallel, isIGC toPharma ~~improve~~is accelerating the ~~lives~~integration of ~~individuals~~its ~~affected~~proprietary byAI ~~Alzheimer’s~~platform ~~disease~~in byan ~~addressing~~effort ~~both~~to ~~its~~enhance ~~symptoms~~drug ~~and~~discovery, ~~the disease.~~optimize ~~Our~~clinical ~~near-term~~trial ~~focus~~design, isand onidentify ~~advancing~~novel ~~IGC-AD1,~~therapeutic ~~our~~targets. ~~lead~~The ~~drug~~Company’s ~~candidate~~AI ~~currently~~models inattempt ~~Phase~~to 2leverage multimodal data—from clinical ~~trials~~biomarkers ~~targeting~~to ~~agitation~~behavioral patterns—in ~~Alzheimer’s patients.~~an Weeffort ~~are~~to ~~also~~predict ~~investing~~treatment inresponse, ~~our~~enable early~~-stage~~ ~~pipeline~~disease ofdetection, ~~investigational therapies~~ and ~~exploring Artificial Intelligence (AI) powered~~support ~~models~~the ~~designed~~creation toof ~~identify~~precision-based ~~early~~therapies ~~markers~~in of Alzheimer’s. Weand ~~believe~~other ~~that~~neurological ~~combining scientific innovation with operational execution~~diseases, ~~including~~ ~~leveraging our internal contract research organization, positions us to efficiently advance our pipeline toward commercialization,~~ although there can be no assurance thereof. We ~~Our~~believe ~~long~~this AI-~~term~~driven ~~strategy~~infrastructure isnot toonly ~~build~~strengthens ainternal ~~portfolio~~research ofproductivity ~~differentiated~~but ~~therapies~~also ~~that~~positions ~~not~~IGC ~~only~~Pharma as an emerging ~~address~~player ~~symptomatic~~in ~~needs~~the ~~but~~convergence ~~also~~of ~~target~~pharmaceuticals ~~disease-modifying~~and ~~mechanisms,~~intelligent ~~thereby~~data ~~creating~~science, ~~sustainable~~although ~~value~~there ~~for~~can ~~patients,~~be ~~caregivers, and~~no ~~shareholders~~assurance thereof.

IGC Pharma remains committed to advancing its clinical and AI-enabled programs to address major unmet medical needs in Alzheimer’s and related disorders, while creating enduring value for patients, caregivers, and shareholders.

Business Organization

As of ~~June~~September 30, 2025, the Company had the following operating subsidiaries: ~~Techni Bharathi Private Limited (TBL),~~ HH Processors, LLC, IGC Pharma IP, LLC, IGC Pharma, LLC, SAN Holdings, LLC, Hamsa Biopharma India Pvt. Ltd., and Colombia-based beneficially owned subsidiary IGC Pharma SAS. During the quarter ended September 30, 2025, the Company shut down a few of its non-operating subsidiaries, which had a negligible impact on the financial statements. 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, South America, and India. The Company’s filings are available on www.sec.gov.

| ~~June~~September 30, 2025, Form 10-Q

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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying condensed consolidated ~~Balance~~balance ~~Sheet~~sheet as of ~~June~~September 30, 2025, and March 31, 2025, condensed consolidated statements of ~~operations~~ operations for the three months and six months ended ~~June~~September 30, 2025, and 2024, and condensed consolidated statements of cash flows for the ~~three~~six months ended ~~June~~ September 30, 2025, and 2024, are unaudited. The consolidated balance sheet as of March 31, ~~2025~~2024, has been derived from audited financial statements, and the accompanying as of ~~June~~September 30, 2025 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 audited consolidated financial statements for the fiscal year ended March 31, 2025 (Fiscal 2025) contained in the Company’s Form 10-K for Fiscal 2025, filed with the SEC on June 27, 2025, specifically in Note 2 to the consolidated financial statements.

Principles of consolidation

The interim statements include the consolidated accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the interim statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Transactions between the Company and its subsidiaries are eliminated in the consolidated financial statements. Upon liquidation of foreign subsidiaries, the cumulative translation adjustment of $1.3 million was reclassified from accumulated other comprehensive loss to accumulated deficit. (ASC 830-30-40-1).

Presentation and functional currencies

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

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

Going Concern

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

The Company is currently in a clinical trial stage and, thus, has not yet achieved profitability. The Company expects to continue to incur significant operating and net losses and negative cash flows from operations in the near future. On June 24, 2025, the Company entered into an amendment to extend its existing Credit Agreement of $12 million with the Lender, effective June 24, 2025. The amendment extends the term of the Credit Agreement, which was set to expire, under the same terms and conditions as previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on August 2, 2024, with the exception of i) a reduction in the facility fees from $84,000 to $48,000 and ii) interest, calculated according to the interest rate mentioned in the Certificate of Deposit, as the case may be, plus an applicable margin of 1.2%, instead of 1%. All other material terms of the Loan ~~Agreement remain unchanged.~~

|Agreement remains ~~June 30, 2025, Form 10-Q~~unchanged.

The Company estimates that its current cash and cash equivalents balance, with the working capital and investments, and with an available overdraft facility of $12 million from O-Bank, is sufficient to support operations for at least the next 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.

| September 30, 2025, Form 10-Q

Table of Contents

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 $8741 thousand of accounts receivable, net of provision for the doubtful debt of $13 thousand as of ~~June~~September 30, 2025, as compared to to $34 thousand of accounts receivable, net of provision for the doubtful debt of $12 thousand as of March 31, 2025.

Software Development Costs

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

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

2. An MINT- AD - AI-driven diagnostic and treatment personalization platform aimed at assisting in the early detection of Alzheimer’s disease and providing data-informed therapeutic suggestions.

In accordance with ASC 985-20, Software to Be Sold, Leased, or Marketed, the Company capitalizes development costs incurred after technological feasibility has been established and before the software is available for general release. Costs incurred during the research, planning, or preliminary design phase are expensed as incurred.

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

~~During~~As ~~the~~of quarter ended ~~June~~September 30, 2025, the Company capitalized approximately $~~144~~1.2 ~~thousand~~million in software development costs. For more information, please refer to Note 5, “Intangible Assets”.

Loss per share

The computation of basic loss per share for the ~~three~~six months ended ~~June~~September 30, 2025, excludes potentially dilutive securities of approximately 1422 million shares, which includes ~~share~~stock ~~options,~~awards ~~unvested shares~~ such as share options, restricted shares awards and units, granted to directors, employees, non-employees, and advisors, and shares from the conversion of outstanding units, if any because their inclusion would be anti-dilutive.

The weighted average number of shares outstanding for the ~~three~~six months ended ~~June~~September 30, 2025, and 2024, used for the computation of basic ~~earnings~~ earnings per share (EPS) is 8386,~~027~~762,~~117~~816 and 7274,~~813~~419,~~538~~059, respectively, as compared to 90,457,910 and 76,007,129 for the three months ended September 30, 2025, and 2024, respectively. Due to the loss incurred by the Company during the ~~three~~six months ended ~~June~~ September 30, 2025, and 2024, all the potential equity shares are anti-dilutive, and accordingly, the fully diluted EPS is equal to the basic EPS.

Cybersecurity

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~~six months ended ~~June~~September 30, 2025, there were no ~~significant~~impactful ~~cybersecurity~~ breaches in cybersecurity.

Revenue Recognition

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

| June 30, 2025, Form 10-Q

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

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.

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

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

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

~~Net sales~~| ~~disaggregated~~September ~~by significant products and services for the three months ended June~~ 30, 2025, ~~and~~Form ~~2024 are as follows:~~10-Q

	(in thousands) Three months ended June 30,
	2025($)		2024($)
Life Sciences segment
Wellness and lifestyle (1)		6		21
White labeling services (2)		322		251
Total		328		272

~~(1)~~Table ~~Revenue from wellness and lifestyle consists~~ of ~~the sale of products such as gummies, hand sanitizers, bath bombs, lotions, hemp crude extract, hemp isolate, and hemp distillate.~~Contents

Net sales disaggregated by significant products and services for the three months and six months ended September 30, 2025, and 2024 are as follows:

	(in thousands)
	Three months ended September 30, 2025 ($)		Three months ended September 30, 2024 ($)		Six months ended September 30, 2025 ($)		Six months ended September 30, 2024 ($)
Life Sciences segment
Wellness and lifestyle ⁽¹⁾		38		46		44		67
White labeling services ⁽²⁾		153		366		475		617
Total		191		412		519		684

(1)

Revenue from wellness and lifestyle consists of the sale of products such as gummies.

(2)

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 FASB in the form of accounting standards updates (ASUs) to the FASB’s ASC. 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.

ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-08, which requires certain crypto assets to be measured at fair value with changes recognized in net income each reporting period. The amendments also require separate presentation of crypto assets measured at fair value and provide for additional disclosure requirements, including a roll-forward of activity, cost basis, and any restrictions. The standard is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted.

The Company’s fiscal year beginning April 1, 2025, is subject to the provisions of ASU 2023-08. Although, the Company did not hold any crypto assets ~~as of June 30~~directly, ~~2025, subsequent to quarter-end,~~ the ~~management plans a treasury policy permitting investment in digital assets, such as bitcoin and other cryptocurrencies, either directly or through exchange-traded products (ETPs). The~~ Company ~~will adopt~~adopted ASU 2023-08 in the first quarter of fiscal 2026 and will apply its provisions to any direct holdings of in-scope crypto assets. The Company does not expect the adoption to have a material impact on its consolidated financial statements at the date of adoption, but the presentation of any crypto asset holdings will be subject to the measurement and disclosure requirements of the new standard.

|During the ~~June~~six months ended September 30, 2025, ~~Form~~the 10Company invested approximately $25 thousand in a U.S.-Qlisted digital asset through an exchange-traded product (ETP) as part of its treasury diversification strategy, the same has been accounted under Short-term investment. For more information, please refer to Note 15 -“Fair Value of Financial Instruments”.

NOTE 3 – INVENTORY

	(in thousands)
	As of September 30, 2025 ($)		As of March 31, 2025 ($)
Raw materials		446		1,104
Finished goods		212		256
Total		658		1,360

During the six months ended September 30, 2025, and 2024, the Company wrote off approximately $1 thousand and $2 thousand in inventory due to abnormal loss due to product expiration, idle facility expense, freight, handling costs, scrap, and wasted material (spoilage). This charge was recorded in Selling, General, and Administrative Expenses. In addition, the Company adjusted approximately $700 thousand of inventory associated with its Vancouver, Washington manufacturing operations as part of the Favorable Contract, described in Note 7 – “Disposition of Assets”.

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 September 30, 2025, and March 31, 2025, our consolidated balance sheet reported approximately $392 thousand clinical trial-related inventory, respectively.

| September 30, 2025, Form 10-Q

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NOTE 3 – INVENTORY

	(in thousands)
	As of June 30, 2025 ($)		As of March 31, 2025 ($)
Raw materials		1,078		1,104
Finished goods		271		256
Total		1,349		1,360

During the three months ended June 30, 2025, and 2024, the Company wrote off approximately $3 thousand and $26 thousand of inventory due to abnormal loss, NRV adjustment, product expiration, idle facility expense, freight, handling costs, scrap, and wasted material (spoilage). This charge was recorded in Selling, general, and administrative Expenses.

We capitalize inventory costs related to our investigational drug, provided that management determines there is a potential alternative use for the inventory in future research and development projects or other purposes. As of June 30, 2025, and March 31, 2025, our consolidated balance sheet reported approximately $392 thousand clinical trial-related inventory, respectively.

NOTE 4 – DEPOSITS AND ADVANCES

	(in thousands)
	As of June 30, 2025 ($)		As of March 31, 2025 ($)
	As of September 30, 2025 ($)		As of March 31, 2025 ($)
Advances to suppliers and consultants		1725		10
Other receivables and deposits		4720		43
Prepaid expenses and other current assets		~~148~~130		342
Total		~~212~~175		395

The Advances to suppliers and consultants primarily relate to advances to vendors. Prepaid expenses and other current assets include approximately $3548 thousand in statutory advances as of ~~June~~September 30, 2025, and approximately $49 thousand as of March 31, 2025, respectively.

NOTE 5 – INTANGIBLE ASSETS

	(in thousands)
	As of June 30, 2025 ($)			As of March 31, 2025 ($)
	September 30, 2025 ($)								March 31, 2025 ($)
Amortized intangible assets
Intangible Assets	Gross Amount			Accumulated Amortization			Net Amount		Gross Amount		Accumulated Amortization			Net Amount
Patents		530			530
Amortized Assets
Other intangibles		34			34
Patents		532			(209	)		323		530		(183	)		347
Accumulated amortization		(219	)		(205	)
Other intangibles		34			(23	)		11		34		(22	)		12
Total amortized intangible assets		~~345~~566			~~359~~(232	)		334		564		(205	)		359
Other intangible assets
Unamortized Assets
Patents		645			630
Favorable Contract		2,700			-			2,700		-		-			-
Software development cost		1,~~007~~180			~~863~~-			1,180		863		-			863
Total unamortized intangible assets		1,652			1,493
Patents		660			-			660		625		-			625
Total intangible assets		1,997			1,852
Other intangibles		5			-			5		5		-			5
Total unamortized intangible assets		4,545			-			4,545		1,493		-			1,493
Total Intangible Assets		5,111			(232	)		4,879		2,057		(205	)		1,852

|The gross ~~June~~amount 30of intangible assets includes the cost of acquiring patent rights, ~~2025~~supporting data, ~~Form~~and ~~10-Q~~the expense associated with filing various patent applications in different countries, along with granted patents. It also includes acquisition costs related to domains and licenses.

The amortization of patents and patent rights with finite life is up to 20 years, commencing from the date of grant or acquisition. The amortization expense in the three months ended September 30, 2025, and 2024, amounted to approximately $14 thousand and $20 thousand, respectively whereas the amortization expense in the six months ended September 30, 2025, and 2024 amounted to approximately $28 thousand and $40 thousand, respectively.

During the six months ended September 30, 2025, the Company recognized approximately $2.7 million of intangible assets representing preferential supply rights and other contractual benefits as a “Favorable Contract” received in connection with the sale of assets associated with the Vancouver facility. The intangible assets were recognized as consideration received in a non-monetary exchange under ASC 845-10 and are being amortized in a pattern that reflects the economic benefit of the intangible asset is consumed over their estimated useful life of three years, commencing in calendar year 2028. Please refer to Note 7 – “Disposition of Assets”.

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 September 30, 2025, there was no impairment.

Estimated annual amortization expense	(in thousands) ($)
For the year ended 2027		59
For the year ended 2028		65
For the year ended 2029		72
For the year ended 2030		79
For the year ended 2031		87

| September 30, 2025, Form 10-Q

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

The 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, 2025, there was no impairment.

Estimated annual amortization expense	(in thousands) ($)
For the year ended 2027		59
For the year ended 2028		65
For the year ended 2029		72
For the year ended 2030		79
For the year ended 2031		87

NOTE 6 – PROPERTY, PLANT, AND EQUIPMENT

	(in thousands, except useful life)
	Useful Life (years)		As of ~~June~~September 30, 2025 ($)			As of March 31, 2025 ($)
Buildings and facilities		25		21,~~341~~503			2,341
Plant and machinery		5-20		31,~~095~~932			3,087
Computer equipment’s		3		186			187
Computer equipment		3		185			187
Office equipment’s		3-5		146			144
Office equipment		3-5		155			144
Furniture and fixtures		5		9753			96
Vehicles		5		58			58
Total gross value				53,~~923~~886			5,913
Less: Accumulated depreciation				(21,~~826~~711	)		(2,693	)
Total property, plant, and equipment, net				32,~~097~~175			3,220

|The ~~June~~depreciation expense in the three months ended September 30, 2025, ~~Form~~and 102024 amounted to approximately $105 thousand and $145 thousand, respectively. The depreciation expense in the six months ended September 30, 2025, and 2024 amounted to approximately $232 thousand and $287 thousand, respectively. The net decrease in Total property, plant, and equipment is primarily due to depreciation and the gross carrying amount of property, plant, and equipment decreased by approximately $850 thousand, net of accumulated depreciation, primarily due to the transfer of certain assets associated with the Vancouver, Washington facility to the Buyer under the Favorable Contract, please refer to Note 7 – “Disposition of Assets”. For more information, please refer to Note 16 – “Segment Information” for the non-Qcurrent assets other than financial instruments held in the country of domicile and foreign countries.

Assets Held For Sale

During the six months ended September 30, 2025, the Company has sold off the Nagpur land to buyers for a net value of approximately $702 thousand. Ownership and possession of the land were transferred to the buyers.

NOTE 7 – DISPOSITION OF ASSETS

On September 29, 2025, Holi Hemp LLC (HH Processors), a wholly owned subsidiary of the Company, entered into a Sale of Assets and Manufacturing Agreement (the “Favorable Contract”) with Wellness Essentials Northwest LLC (the Buyer) to sell certain equipment, inventory, and related operating assets of its Vancouver, Washington facility. The Company filed a Current Report on Form 8-K under Item 1.01 reporting the entrance into the Favorable Contract, subject to the satisfaction of certain closing conditions.

Under the Sale Agreement, the Buyer assumed certain employees and lease obligations. The Company retains (i) preferential supply rights for specific formulations produced by the Buyer and (ii) a contingent right to receive 10 percent of net proceeds if the Buyer sells the business within five years, which is recorded as a “Favorable Contract” in intangible assets. Please refer to Note 5 – “Intangible Assets”.

The aggregate fair value of consideration received for the assets sold was approximately $2.7 million. Assets transferred to the Buyer included property, plant, and equipment and inventory with a combined carrying value of approximately $1.5 million, resulting in a recognized gain of approximately $1.2 million, recorded in “Other income, net.” The Company believes that the difference between fair value and asset value transferred captures processes, ready-to-move infrastructure, trained employees, internally generated standard operating procedures, and vendor relationships.

In addition, the Company spent approximately $113 thousand during the quarter ended September 30, 2025, to facilitate a smooth transition of the facility to the buyer.

After these adjustments, the net effect of the transaction was a nominal gain of approximately $1.1 million for the six months ended September 30, 2025. The transaction did not constitute a discontinued operation under ASC 205-20 and does not represent a strategic shift for the Company.

| September 30, 2025, Form 10-Q

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The depreciation expense in the three months ended June 30, 2025, and 2024 amounted to approximately $127 thousand and $142 thousand, respectively. For more information, please refer to Note 16 – “Segment Information” for the non-current assets other than financial instruments held in the country of domicile and foreign countries.

Asset Held For Sale

During the three months ended June 30, 2025, the Company sold the Nagpur land to buyers for a net value of approximately $702 thousand. Ownership and possession of the land were transferred to the buyers.

NOTE 7 – LEFT BLANK INTENTIONALLY

NOTE 8 – CLAIMS AND ADVANCES

	(in thousands)
	As of June 30, 2025 ($)		As of March 31, 2025 ($)
	As of September 30, 2025 ($)		As of March 31, 2025 ($)
Claims receivable (1)		~~680~~670		680
Non-current deposits		-2		1
Total		~~680~~672		681

(1) The claims receivable isare due from different vendors. While the Company has initiated collection proceedings internally or with the appropriate authorities, it believes ~~receiving~~that collecting the amount inwithin the next 12 months will be challenging ~~because~~due ofto the time required for ~~collection~~such proceedings.

NOTE 9 – LEFT BLANK INTENTIONALLY

NOTE 10 – ACCRUED ~~LIABILITIES~~ AND ~~OTHERS~~OTHER LIABILITIES

	(in thousands)
	As of June 30, 2025 ($)		As of March 31, 2025 ($)
	As of September 30, 2025 ($)		As of March 31, 2025 ($)
Compensation and other contributions		~~191~~398		160
Provision for expenses		~~138~~146		117
Short-term lease liability		62		94
Short-term lease liabilities		9		94
Other current liability		401		1,003
Other current liabilities		333		1,003
Total		~~792~~886		1,374

Compensation and other contribution-related liabilities consist of accrued salaries and bonuses to employees. In addition, the provision for expenses ~~includes~~ includes provision for legal, professional, and marketing expenses. Other current liability also includes statutory payables of approximately $2122 thousand and $19 thousand as of ~~June~~September 30, 2025, and March 31, 2025, respectively, and approximately $4 thousand and approximately $3 thousand of short-term loans as of ~~June~~September 30, 2025, and March 31, 2025, respectively.

|NOTE 11 ~~June~~– ~~30,~~LOANS ~~2025,~~AND ~~Form~~OTHER ~~10-Q~~LIABILITIES

Loan as of September 30, 2025:

On June 11, 2020, the Company received an Economic Injury Disaster Loan (EIDL) for approximately $150 thousand at an annual interest rate of 3.75%. The Company must pay principal and interest payments of $731 every month beginning June 5, 2021. The SBA will apply each installment payment first to pay interest accrued to the day the SBA receives the payment and will then apply any remaining balance to reduce the principal. All remaining principal and accrued interest is due and payable 30 years from the date of the loan. For the six months ended September 30, 2025, the interest expense and principal payment for the EIDL were approximately $2 thousand and $2 thousand, respectively. For the six months ended September 30, 2024, the interest expense and principal payment for the EIDL were approximately $2 thousand and $2 thousand, respectively. As of September 30, 2025, approximately $132 thousand of the loan is classified as Long-term loans and approximately $4 thousand as Short-term loans.

| September 30, 2025, Form 10-Q

Table of Contents

~~NOTE~~On June 30, 2023, (the Effective Date), the Company entered into a Master 11Loan –and ~~LOANS~~Security ~~AND~~Agreement ~~OTHER~~along ~~LIABILITIES~~with the General Banking Facility Letter (collectively called the Credit Agreement) with O-Bank, CO., LTD., a banking corporation incorporated under the laws of Taiwan, as administrative agent and lender (the Lender) pursuant to which the Borrower may borrow up to USD$12,000,000.00 only or the equivalent thereof in other major currencies (the Credit Facility). The Credit Facility under the Credit Agreement contained a maturity date on the first anniversary of the Effective Date. Borrowings under the Loan Agreement will bear interest, calculated according to the interest rate mentioned in the Certificate of Deposit, as the case may be, plus an applicable margin of 1%, and the Borrower shall bear the tax. Interest is due and payable in full by the Borrower on the last business day of each interest period.

Loan as of June 30, 2025:

On June 11, 2020, the Company received an Economic Injury Disaster Loan (EIDL) for approximately $150 thousand at an annual interest rate of 3.75%. The Company must pay principal and interest payments of $731 every month beginning June 5, 2021. The SBA will apply each installment payment first to pay interest accrued to the day the SBA receives the payment and will then apply any remaining balance to reduce the principal. All remaining principal and accrued interest is due and payable 30 years from the date of the loan. For the three months ended June 30, 2025, the interest expense and principal payment for the EIDL were approximately $1 thousand and $1 thousand, respectively. For the three months ended June 30, 2024, the interest expense and principal payment for the EIDL were approximately $1 thousand and $1 thousand, respectively. As of June 30, 2025, approximately $133 thousand of the loan is classified as Long-term loans and approximately $3 thousand as Short-term loans.

On June 30, 2023, (the Effective Date), the Company entered into a Master Loan and Security Agreement along with the General Banking Facility Letter (collectively called the Credit Agreement) with O-Bank Co., Ltd., a banking corporation incorporated under the laws of Taiwan, as administrative agent and lender (the Lender) pursuant to which the Borrower may borrow up to $12 million only or the equivalent thereof in other major currencies (the Credit Facility). The Credit Facility under the Credit Agreement contained a maturity date on the first anniversary of the Effective Date. Borrowings under the Loan Agreement will bear interest, calculated according to the interest rate mentioned in the Certificate of Deposit, as the case may be, plus an applicable margin of 1%, and the Borrower shall bear the tax. Interest is due and payable in full by the Borrower on the last business day of each interest period.

On July 29, 2024, the Company entered into an amendment to extend the Credit Agreement with the Lender effective July 8, 2024.

On June 24, 2025, the Company entered into an amendment to the Credit Agreement. The amendment extends the term of the Credit Agreement, which was set to expire, under the same terms and conditions as previously disclosed on the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on August 2, 2024, with the exception of i) a reduction in the facility fees from $84,000 to $48,000 and ii) interest, calculated according to the interest rate mentioned in the Certificate of Deposit, as the case may be, plus an applicable margin of 1.2%, instead of 1% . All other material terms of the Credit Agreement remain unchanged.

Other Liability:

	(in thousands)
	As of
	June 30, 2025 ($)		March 31, 2025 ($)
	September 30, 2025 ($)		March 31, 2025 ($)
Statutory reserve		-		16
Total		-		16

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

NOTE 12 – COMMITMENTS AND CONTINGENCIES

The Company may be involved in legal proceedings, claims, and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters that are deemed material to the condensed consolidated financial statements as of ~~June~~September 30, 2025, except as disclosed in the legal proceedings section below.

| ~~June~~September 30, 2025, Form 10-Q

Table of Contents

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 laws of foreign countries, the Company provides for gratuity, a defined benefit retirement plan (“Gratuity Plan”) covering certain categories of employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on the respective employee’s last drawn salary and the years of employment with the Company. In addition, employees receive benefits from a provident fund, a defined contribution plan. The employee and employer each make monthly contributions to the plan as required by the law. The contribution is made to the Foreign Government’s funds.

NOTE 13 – SECURITIES

As of ~~June~~September 30, 2025, the Company was authorized to issue up to 150,000,000 shares of common stock, par value $0.0001 per share, and 8491,~~141~~959,~~405~~ 112 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~~September 30, 2025.

Our common stock is listed on the NYSE American (ticker symbol: IGC). This security also trades on the Frankfurt, Stuttgart, and Berlin stock exchanges (ticker symbol: IGS1). The Company also has 91,472 units outstanding that can be separated into common stock. Ten units may be separated into one share of common stock. The unit holders are requested to contact the Company or our transfer agent, Continental Stock Transfer and Trust, to separate their units into common stock.

In During the ~~first~~six ~~quarter~~months ofended September ~~Fiscal~~30, ~~2026~~2025, the Company entered into Share Purchase Agreements (the 2025 SPAs) with multiple investors, relating to the sale and issuance by our company to investors of an aggregate of 2,803,333 shares of our common stock, for a total purchase price of $841,000, or $0.30 per share, subject to the terms and conditions set forth in the 2025 SPAs. The investments are subject to customary closing conditions, including NYSE approval. ~~As per the 2025 SPAs, the investor received piggyback registration rights subject to certain restrictions.~~ Shares are intended to be exempt from registration under the Securities Act, by virtue of the provisions of Section 4(a)(2) of the Securities Act.

|NOTE ~~June~~14 ~~30,~~– ~~2025, Form 10~~STOCK-QBASED COMPENSATION

As of September 30, 2025, approximately 8.6 million restricted share units (RSUs) fair valued at approximately $4.7 million with a weighted average value of $0.54 per share, have been granted but not yet issued from different Incentive Plans and Grants.

Additionally, options held by advisors and directors to purchase approximately 13.5 million shares of common stock fair valued at approximately $4.1 million with a weighted average of $0.31 per share, which have been granted but are to be issued over an exercise period between Fiscal 2023 and Fiscal 2028. Options granted and issued before the vesting period are expensed when issued.

The above awards include approximately 4.7 million RSUs and 4.1 million options granted to employees and directors, which consist of a vesting schedule based entirely on the attainment of either operational milestones (performance conditions) or market conditions, assuming continued employment either as an employee, or director with the Company. The performance-based awards are accounted for upon certification by the Company’s management, confirming the probability of achievement of milestones. As of September 30, 2025, the Company’s management confirmed that four milestones had been achieved, and the rest were probable to be achieved by March 31, 2028.

| September 30, 2025, Form 10-Q

Table of Contents

NOTE 14 – STOCK-BASED COMPENSATION

As of June 30, 2025, under both the Company’s previous 2008 and current 2018 Omnibus Incentive Plans approximately 9.1 million shares of common stock have been issued to employees, non-employees, and advisors. In addition, approximately 8.7 million restricted share units (RSUs) fair valued at approximately $4.7 million with a weighted average value of $0.54 per share, have been granted but not yet issued from different Incentive Plans and Grants.

Additionally, options held by advisors and directors to purchase approximately 5.6 million shares of common stock fair valued at approximately $1.4 million with a weighted average of $0.26 per share, which have been granted but are to be issued over an exercise period between Fiscal 2023 and Fiscal 2028. Options granted and issued before the vesting period are expensed when issued.

The above awards include approximately 4.7 million RSUs and 2 million options granted to employees and directors, which consist of a vesting schedule based entirely on the attainment of either operational milestones (performance conditions) or market conditions, assuming continued employment either as an employee, or director with the Company. The performance-based awards are accounted for upon certification by the Company’s management, confirming the probability of achievement of milestones. As of June 30, 2025, the Company’s management confirmed that three milestones had been achieved, and the rest were probable to be achieved by March 31, 2028

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

	Granted in Fiscal 2026			Granted in Fiscal 2025
Expected life of options	510 years			5 years
Vested options		100	%		100	%
Risk-free interest rate		34.9301	%		5.24	%
Expected volatility		~~171~~144	%		175	%
Expected dividend yield	Nil			Nil

The expense associated with share-based payments to employees, directors, advisors, and contractors is allocated over the vesting or service period and recognized in the Selling, general, and administrative expenses (including research and development). For the ~~three~~six months ended ~~June~~September 30, 2025, ~~the~~ the Company’s common stock-based compensation was approximately $~~452~~1.2 ~~thousand~~million, which was accounted for in the Selling, general, ~~and~~ and administrative expenses (including research and development). In addition, the Company capitalized common stock-based compensation of of approximately $4658 thousand in software development costs.

For the ~~three~~six months ended ~~June~~September 30, 2024, the Company’s common stock-based compensation was approximately $~~402~~804 thousand, which was accounted for in the Selling, general, and administrative expenses (including research and development). In addition, the Company capitalized common stock-based ~~compensation~~ compensation of approximately $3163 thousand in software development costs.

Non-vested shares	Shares (in thousands) (#)			Weighted average grant date fair value ($)
Non-vested shares as of March 31, 2025		5,796			0.6461
Granted		1,~~385~~515			0.3132
Vested		(~~679~~814	)		0.3132
Cancelled/forfeited		-(10	)		-0.00
Non-vested shares as of June 30, 2025		6,502			0.60
Non-vested shares as of September 30, 2025		6,487			0.61

Options	Shares (in thousands) (#)			Weighted average grant date fair value ($)		Weighted average exercise price ($)
Options outstanding as of March 31, 2025		3,182			0.25		0.3934
Granted		19,~~600~~350			0.2723		0.3034
Vested		-(50	)		-0.64		-0.02
Cancelled/forfeited		-			-		-
Options outstanding as of June 30, 2025		4,782			0.26		0.29
Options outstanding as of September 30, 2025		12,482			0.24		0.32

|There ~~June~~was ~~30,~~a ~~2025,~~combined ~~Form~~unrecognized expense 10of $4.5 million related to non-Qvested shares and share options that the Company expects to be recognized over a life of up to 4 (four) years.

NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS

As of September 30, 2025, the Company’s marketable securities consist of liquid funds, which have been classified as Level 1 of the fair value hierarchy because they have been valued using quoted prices in active markets. The Company’s cash and cash equivalents have also been classified as Level 1 on the same principle. Financial instruments are classified as current if they are expected to be liquidated within the next twelve months. The Company’s remaining investments have been classified as Level 3 instruments as there is little or no market data. Level 3 investments are valued using the cost method.

| September 30, 2025, Form 10-Q

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~~There~~During the six months ended ~~was~~September a30, ~~combined~~2025, ~~unrecognized~~the ~~expense~~Company ofinvested approximately $225 ~~million~~thousand ~~related~~in toa ~~non~~U.S.-~~vested~~listed ~~shares~~digital ~~and~~assets ~~share~~through ~~options~~an ~~that~~ETP ~~the~~as ~~Company~~part ~~expects~~of toits ~~be recognized~~treasury ~~over~~diversification strategy. The digital assets ETP is a ~~life~~marketable ofsecurity upaccounted tofor 4under ASC 321, Investments – Equity Securities, and measured at fair value using quoted prices in active markets (~~four~~Level 1). ~~years~~Changes in fair value are recognized in other income (expense), net.

~~NOTE~~The Company does not directly 15hold –cryptocurrencies, ~~FAIR~~private ~~VALUE~~tokens, OFor ~~FINANCIAL~~unlisted ~~INSTRUMENTS~~digital-asset instruments and is therefore not subject to the guidance in ASU 2023-08 (Crypto Assets, ASC 350-60). The investment is liquid, redeemable on a daily basis, and classified as a short-term investment because it is intended for liquidity management rather than long-term appreciation. As of September 30, 2025, the fair value of the digital assets through ETP was approximately $25 thousand.

~~As of~~The ~~June 30, 2025, the~~ Company’s marketable -securities portfolio ~~consist~~at ofSeptember ~~liquid~~30, ~~funds~~2025, ~~which~~consisted ~~have~~of ~~been~~money-market ~~classified~~instruments, ascertificates ~~Level 1~~ of ~~the~~deposit, ~~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~~digital ~~principle.~~assets ~~Financial~~through ~~instruments are classified as current if they are expected to be liquidated~~ETP, ~~within~~all ~~the~~measured ~~next~~at ~~twelve~~fair ~~months~~value. The ~~Company’s~~table ~~remaining~~below ~~investments~~summarizes ~~have~~these ~~been~~holdings ~~classified~~by asfair-value ~~Level~~hierarchy 3(in ~~instruments as there is little or no market data. Level 3 investments are valued using the cost method.~~thousands):

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of ~~June~~ September 30, 2025, and March 31, 2025, and indicates the fair value hierarchy of the valuation techniques the Company used to determine such fair value:

(in thousands)

As of ~~June~~September 30, 2025

Particular	Adjusted Cost ($)		Gain ($)		Loss ($)		Fair Value ($)		Cash & Cash Equivalents ($)		Short Term Investments ($)
Level 1
Cash		~~163~~845		-		-		~~163~~845		~~163~~845		-
Money Market Fund		-		-		-		-		-		-
Marketable Debt Funds		113		1		-		114		114		-
Debt Funds		-		-		-		-		-		-
Digital Assets		25		-		-		25		-		25
Mutual Fund		-		-		-		-		-		-
Level 2
Certificates of Deposit		~~291~~142		-4		-		~~291~~146		~~291~~146		-
Level 3		-		-		-		-		-		-
TOTAL		~~454~~1,125		-5		-		~~454~~1,130		~~454~~1,105		-25

As of March 31, 2025

Particular	Adjusted Cost ($)		Gain ($)		Loss ($)		Fair Value ($)		Cash & Cash Equivalents ($)		Short Term Investments ($)
Level 1
Cash		368		-		-		368		368		-
Money Market Fund		-		-		-		-		-		-
Marketable Debt Funds		-		-		-		-		-		-
Debt Funds		-		-		-		-		-		-
Marketable Securities		-		-		-		-		-		-
Mutual Fund		-		-		-		-		-		-
Level 2
Certificates of Deposit		37		-		-		37		37		-
Level 3		-		-		-		-		-		-
TOTAL		405		-		-		405		405		-

|NOTE ~~June~~16 ~~30,~~– ~~2025,~~SEGMENT ~~Form 10-Q~~INFORMATION

FASB ASC 280, “Segment Reporting,” establishes standards for reporting information about reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision making group (CODM), in deciding how to allocate resources and in assessing performance. The CODM evaluates revenues and gross profits based on product lines and routes to market. The Company’s CODM is the Company’s Chief Executive Officer (CEO). The CEO reviews financial information presented on an operating segment basis for the purposes of making operating decisions and assessing financial performance. As of the date of this report and in preparation for the new and different source of revenue, the Company has determined that it operates in a single operating and reportable segment, Life Sciences segment.

September 30, 2025, Form 10-Q

Table of Contents

NOTE 16 – SEGMENT INFORMATION

FASB ASC 280, “Segment Reporting,” establishes standards for reporting information about reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group (CODM), in deciding how to allocate resources and in assessing performance. The CODM evaluates revenues and gross profits based on product lines and routes to market. The Company’s CODM is the Company’s Chief Executive Officer (CEO). The CEO reviews financial information presented on an operating segment basis for the purposes of making operating decisions and assessing financial performance. As of the date of this report and in preparation for the new and different source of revenue, the Company has determined that it operates in a single operating and reportable segment, Life Sciences segment.

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

The table below shows revenue reported by segment:

	(in thousands) Three months ended June 30,
	(in thousands)
	2025 ($)		2024 ($)
	Three months ended September 30, 2025 ($)		Three months ended September 30, 2024 ($)		Six months ended September 30, 2025 ($)		Six months ended September 30, 2024 ($)
Life Sciences segment
Wellness and lifestyle		638		2146		44		67
White labeling services		~~322~~153		~~251~~366		475		617
Total		~~328~~191		~~272~~412		519		684

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

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)		~~(in thousands)~~
Segments	Country		Three months ended September 30, 2025 ($)		~~Three months ended June 30, 2025 ($)~~		Six months ended September 30, 2025 ($)		~~Percentage of Total Revenue ($)~~
Asia		India				-				-
America	U.S.			191				519
America		U.S.				328				100	%
	Colombia			-				-
		Colombia				-				-
Total				191				519
Total						328				100	%

			(in thousands)		~~(in thousands)~~
Segments	Country		Three months ended September 30, 2024 ($)		~~Three months ended June 30, 2024 ($)~~		Six months ended September 30, 2024 ($)		~~Percentage of Total Revenue ($)~~
Asia		India				-				-
America	U.S.			410				682
America		U.S.				272				100	%
	Colombia			2				2
		Colombia				-				-
Total				412				684
Total						272				100	%

| ~~June~~September 30, 2025, Form 10-Q

Table of Contents

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

(in thousands)

Nature of assets

USA (Country of Domicile) ($)

Foreign Countries (India and Colombia) ($)

Total as of ~~June~~September 30, 2025 ($)

Intangible assets, net

14,~~997~~879

Property, plant, and equipment, net

32,~~051~~114

4661

32,~~097~~175

Claims and advances

410

~~270~~262

~~680~~672

Operating lease asset

1613

Total non-current assets

57,~~458~~403

~~332~~335

57,~~790~~739

	(in thousands)
Nature of assets	USA (Country of Domicile) ($)		Foreign Countries (India and Colombia) ($)		Total as of March 31, 2025 ($)
Intangible assets, net		1,852		-		1,852
Property, plant, and equipment, net		3,171		49		3,220
Claims and advances		410		271		681
Operating lease asset		80		18		98
Total non-current assets		5,513		338		5,851

NOTE 17 – SUBSEQUENT ~~EVENT~~EVENTS

~~Subsequent~~ 1) On October 10, 2025, subsequent to the ~~quarter~~balance ~~through~~sheet ~~July 31~~date, ~~2025~~Stockholders approved, and the Company ~~sold~~filed 6with the Maryland State Department of Assessments & Taxation the required articles of amendment to its articles of incorporation increasing the authorized common shares from 150,~~623~~000,~~085~~000 ~~shares~~to ~~through~~600,000,000. This change has no impact on the ~~ATM~~consolidated financial statements as of and for $2the period ended September 30,~~623,467~~ at2025. anAs ~~average~~of ~~price~~the date of $0this report, the increase in authorized capital is pending final effectiveness.~~41.~~

| ~~June~~September 30, 2025, Form 10-Q

Table of Contents

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

The purpose of this Management’s Discussion and Analysis (MD&A) is to provide an understanding of IGC Pharma, Inc.’s (“IGC,” “IGC Pharma,” 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~~six months ended ~~June~~September 30, 2025, and the Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 27, 2025 (the 2025 Form 10-K). The Company’s actual results could differ materially from those discussed here. Factors that could cause 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 forward-looking statements or implied in historical results and trends. Accordingly, we caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. We disclaim any obligation, except as 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 which any such statements may be based, or that may affect the likelihood that actual results will differ from those outlined in the forward-looking statements.

Overview

IGC Pharma, Inc. is a clinical-stage pharmaceutical company ~~developing~~attempting ~~treatments~~to ~~for~~utilize ~~Alzheimer’s~~Artificial ~~disease~~Intelligence (ADAI) ~~and~~technologies ~~related neurodegenerative conditions, is committed~~ to ~~transforming~~develop ~~patient~~innovative ~~care~~therapies byfor ~~seeking~~Alzheimer’s Disease to(AD), ~~offer~~related ~~faster-acting~~neurodegenerative disorders, and ~~more~~metabolic ~~effective solutions~~conditions. The Company’s ~~research~~ ~~and~~lead ~~development~~therapeutic ~~efforts~~candidate, ~~are~~IGC-AD1, is ~~centered~~currently onin ~~addressing~~Phase ~~some~~2 ofclinical ~~the~~development ~~most~~targeting ~~challenging~~agitation ~~and~~in ~~underserved symptoms of~~ Alzheimer’s, dementia—a prevalent and debilitating behavioral ~~with~~symptom. During the ~~lead~~quarter ~~investigational~~ended ~~candidate~~September 30, ~~IGC-AD1~~2025, ~~positioned~~IGC atPharma ~~the~~successfully ~~forefront~~enrolled ofmore ~~this~~than ~~strategy.~~50% Itof ispatients ~~designed~~in tothe ~~treat~~ongoing ~~agitation in~~clinical ~~Alzheimer’s dementia~~trial, representing a ~~common~~key ~~and~~operational ~~difficult-to-manage~~milestone ~~neuropsychiatric~~and ~~symptom~~reflecting ~~that~~continued ~~significantly~~progress ~~impacts~~toward ~~millions~~study ofcompletion ~~patients’ well-being~~ and ~~caregiver~~potential ~~burden~~regulatory advancement.

~~Life~~In parallel, IGC Pharma is ~~Sciences~~accelerating ~~Segment~~the integration of its proprietary AI platform in an effort to enhance drug discovery, optimize clinical trial design, and identify novel therapeutic targets. The Company’s AI models attempt to leverage multimodal data—from clinical biomarkers to behavioral patterns—to predict treatment response, enable early disease detection, and support the creation of precision-based therapies in Alzheimer’s and other neurological diseases, although there can be no assurance thereof. We believe this AI-driven infrastructure not only strengthens internal research productivity but also positions IGC Pharma as an emerging player in the convergence of pharmaceuticals and intelligent data science, although there can be no assurance thereof.

~~IGC Pharma,~~Life aSciences clinical-stage company developing treatments for Alzheimer’s disease, is committed to transforming patient care by striving to offer faster acting and more effective solutions. Our lead drug, IGC-AD1, embodies this vision by tackling a critical challenge – managing agitation in Alzheimer’s dementia. Early results from our Phase 2 trial are promising: IGC-AD1 effectively reduced agitation in patients compared to a placebo, and crucially, it did so faster than traditional medications. While existing anti-psychotics can take as long 6 to 12 weeks to show effects, we believe IGC-AD1 has the potential to act within two weeks. This potentially faster onset of action could significantly improve patient care and represents a potential breakthrough in managing Alzheimer’s-related agitation, although there can be no assurance thereof. In addition, we have created in-house wellness brands, available through online channels that are compliant with relevant federal, state, and local laws and regulations. We derive revenue from our in-house wellness non-pharmaceutical formulations that are manufactured as non-GMO, vegan, products at our facility and are sold over-the-counter (OTC).Segment

~~MINT~~IGC Pharma, a clinical-ADstage company developing treatments for Alzheimer’s disease, is committed to transforming patient care by striving to offer faster acting and more effective solutions. Our lead drug, IGC-AD1, embodies this vision by tackling a critical challenge – managing agitation in Alzheimer’s dementia. Early results from our Phase 2 trial are promising: IGC-AD1 effectively reduced agitation in patients compared to a placebo, and crucially, it did so faster than traditional medications. While existing anti-psychotics can take as long 6 to 12 weeks to show effects, we believe IGC-AD1 has the potential to act within two weeks. This potentially faster onset of action could significantly improve patient care and represents a potential breakthrough in managing Alzheimer’s-related

~~Currently~~agitation, ~~the~~ AIalthough ~~team~~there iscan ~~working~~be onno ~~developing a Multimodal Interpretable Transformer for Alzheimer’s Disease (MINT-AD)~~assurance thereof. ~~This~~In ~~tool~~addition, ~~aims~~we ~~to support~~have ~~clinicians~~created in ~~real~~-~~world~~house ~~decision-making~~wellness ~~towards~~brands, ~~reducing~~available ~~Alzheimer’s~~through ~~false~~online ~~negatives~~channels ~~and~~that ~~delayed~~are ~~diagnosis.~~compliant Wewith ~~are~~relevant ~~developing~~federal, ~~MINT-AD~~state, ~~for~~and ~~three~~local ~~aims/phases:~~laws ~~risk~~and ~~stratification~~regulations. ~~for~~We ~~AD,~~derive ~~cognitive~~revenue ~~decline~~from ~~prediction~~our 2in-5house ~~years~~wellness innon-pharmaceutical ~~advance,~~formulations ~~and~~that ~~deployment~~are assold ~~a physician’s~~over-the-counter ~~tool~~(OTC).

According to the World Alzheimer Report, more than 400 million people globally may carry Alzheimer’s-related pathology before any clinical symptoms appear. Yet primary care physicians, particularly those outside urban centers, often lack the tools needed to detect early cognitive risk. This diagnostic gap leads to missed or delayed diagnoses, limiting timely intervention, reducing eligibility for clinical trials, and ultimately worsening patient outcomes. MINT-AD ~~aims to bridge this gap by extending cognitive diagnostics beyond neurology clinics, expensive PET scans, and other tests, to general practices, rural areas, and underserved populations.~~

~~MINT-AD~~Currently, ~~leverages~~we ~~diverse~~are ~~data~~working on ~~sources,~~developing ~~including~~a ~~brain~~Multimodal ~~scans,~~Interpretable ~~genetics,~~Transformer ~~lifestyle,~~for ~~and~~Alzheimer’s ~~cognitive~~Disease ~~metrics,~~(MINT-AD). This tool aims to ~~produce~~support ~~clinically~~clinicians ~~interpretable~~in ~~risk~~real-world ~~profiles~~decision-making ~~and~~towards ~~forecast~~reducing ~~decline~~Alzheimer’s ~~trajectories.~~false ~~The~~negatives ~~platform~~and isdelayed ~~being~~diagnosis. ~~designed~~We ~~for~~are ~~integration~~developing ~~into~~MINT-AD ~~physician~~for ~~workflows~~three aims/phases: torisk ~~help~~stratification ~~improve early~~for ~~detection~~AD, ~~care~~cognitive ~~personalization~~decline prediction 2-5 years in advance, and ~~clinical~~deployment ~~trial~~as ~~enrolment~~a physician’s tool.

|According ~~June~~to 30the World Alzheimer Report, ~~2025~~more than 400 million people globally may carry Alzheimer’s-related pathology before any clinical symptoms appear. Yet primary care physicians, ~~Form~~particularly 10those outside urban centers, often lack the tools needed to detect early cognitive risk. This diagnostic gap leads to missed or delayed diagnoses, limiting timely intervention, reducing eligibility for clinical trials, and ultimately worsening patient outcomes. MINT-QAD aims to bridge this gap by extending cognitive diagnostics beyond neurology clinics, expensive PET scans, and other tests, to general practices, rural areas, and underserved populations.

21| September 30, 2025, Form 10-Q

~~Table of Contents~~21

~~Our Business~~Table ~~Strategy~~of Contents

MINT-AD leverages diverse data sources, including brain scans, genetics, lifestyle, and cognitive metrics, to produce clinically interpretable risk profiles and forecast decline trajectories. The platform is being designed for integration into physician workflows to help improve early detection, ~~business~~care ~~strategy~~personalization, ~~includes:~~and clinical trial enrolment.

●Our ~~Advance~~Business ~~Differentiated Therapies for High-Need CNS Indications.~~Strategy

●The ~~Expand~~business ~~IGC-AD1’s~~strategy ~~therapeutic potential to treat AD, subject to FDA approval.~~includes:

● ~~Advance~~Completing the ~~development~~Phase of2/3 CALMA trail. ● Completing MINT-AD. ● Advancing tox studies to enable disease modifying trials with IGC-AD1. ● Applying for non-dilutive grants. ● Advancing TGR-63 as a potential therapeutic for AD. ● Strengthening clinical credibility and visibility.

●We ~~Advance~~believe developing a drug for both symptom and disease-modifying agents has less risk due to the ~~development~~need offor ~~TGR~~expensive multi-63year astrials. However, there is considerable upside and significant value creation to the extent we obtain a ~~potential~~first-in-class ~~therapeutic~~advantage, ~~for~~of ADwhich there can be no assurance. If we were to obtain a first-in-class advantage, such an advantage could result in significant growth if and when an approved drug such as IGC-AD1 launches.

●We ~~Publish~~believe ~~scientific~~that ~~findings~~additional investment in ~~peer-reviewed~~clinical ~~journals~~trials, AI, R&D, facilities, marketing, advertising, and the acquisition of complementary products and businesses will be critical to ~~strengthen~~the ongoing growth of the Life Sciences segment. Although there can be no assurance, we believe these investments will fuel the development and delivery of innovative products that drive positive patient and customer experiences. We hope to leverage our R&D and intellectual property to develop ground-breaking, science-based products that are proven effective through clinical ~~credibility~~trials, subject to FDA approval. Although there can be no assurance, we believe this strategy can improve our existing products and ~~visibility~~lead to the creation of new products that can provide treatment options for multiple conditions, symptoms, and side effects. Management is committed to its core short-term goals, completion of the Phase 2 trial on IGC-AD1, and deploying MINT-AD.

●Company ~~Allocate~~Highlights ~~Capital~~for tothe ~~Enhance~~Quarter ~~Shareholder~~ended ~~Value.~~September 30, 2025

~~We believe~~● ~~developing~~On September 22, 2025, the Company reached a ~~drug~~key enrollment milestone of more than 50% for ~~both~~its ~~symptom~~ongoing ~~and~~Phase 2 CALMA clinical trial evaluating IGC AD-1 for the treatment of agitation in Alzheimer’s disease. ● On September 9, 2025, the Company announced that its Artificial Intelligence (AI) team been recognized with a special award for excellence in clean code development as part of the National Institute on Aging (NIA) PREPARE Challenge. ● On September 2, 2025, the Company announced the expansion of its ongoing Phase 2 clinical trial evaluating IGC AD-~~modifying~~1, ~~agents~~a ~~has~~novel ~~less~~investigational ~~risk~~treatment ~~due~~for agitation in Alzheimer’s dementia, to a new international site at Island Health’s Royal Jubilee Hospital in Victoria, British Columbia, Canada. ● On August 28, 2025, the ~~need~~Company announced that it received a Notice of Allowance from the United States Patent and Trademark Office (USPTO) for ~~expensive~~its ~~multi-year~~patent ~~trials~~application US 17/613,909. ~~However~~ The patent application, ~~there~~IGC510, is ~~considerable~~for ~~upside~~a proprietary method for treating individuals suffering from stammering, stuttering, or Tourette’s syndrome with THC and/or ~~significant~~CBD. ~~value~~● ~~creation~~On toAugust 25, 2025, the ~~extent~~Company weannounced ~~obtain~~the aexpansion ~~first~~of its ongoing Phase 2 clinical trial evaluating IGC-AD1, an investigational drug candidate for treating agitation in~~-class~~ ~~advantage,~~patients ofwith ~~which~~Alzheimer’s ~~there can~~disease. beThe noCompany ~~assurance~~has added a clinical site at the Lynn Health Science Institute (LHSI) in Oklahoma City, Oklahoma. If● weOn ~~were~~August to12, ~~obtain~~2025, the Company announced promising preclinical results for IGC-M3, a ~~first~~novel small molecule designed to address multiple biological drivers of Alzheimer’s disease. IGC-M3 demonstrated activity in laboratory models against beta-~~class~~amyloid ~~advantage~~aggregation, ~~such~~oxidative anstress, ~~advantage~~mitochondrial ~~could~~dysfunction, ~~result~~and inneuroinflammation, ~~significant~~four ~~growth~~key ifcontributors ~~and~~to ~~when an~~Alzheimer’s ~~approved~~pathology. ~~drug~~● ~~such~~On asAugust 5, 2025, the Company announced encouraging preclinical data on its investigational molecule “IGC-~~AD1~~M3”. ~~launches~~The invitro results demonstrates that IGC-M3 may offer disease-modifying potential by targeting multiple biological mechanisms central to Alzheimer’s pathology, including amyloid aggregation, oxidative stress, mitochondrial dysfunction, and neuroinflammation. ● On July 21, 2025, the Company announced that its Principal Scientist, Jagadeesh Rao, Ph.D., has been awarded the Best Researcher Award at the 11th Annual World Neuroscientist Awards. ● On July 10, 2025, the Company announced the development of MINT-AD, Multimodal Interpretable Transformer for Alzheimer’s, the Company’s proprietary AI-powered diagnostic platform designed to identify individuals at high risk of cognitive decline years before symptoms appear.

~~We believe~~| ~~that~~September ~~additional investment in clinical trials~~30, AI2025, ~~R&D,~~Form facilities, marketing, advertising, and the acquisition of complementary products and businesses will be critical to the ongoing growth of the Life Sciences segment. Although there can be no assurance, we believe these investments will fuel the development and delivery of innovative products that drive positive patient and customer experiences. We hope to leverage our R&D and intellectual property to develop ground10-breaking, science-based products that are proven effective through clinical trials, subject to FDA approval. Although there can be no assurance, we believe this strategy can improve our existing products and lead to the creation of new products that can provide treatment options for multiple conditions, symptoms, and side effects. Q

Management is committed to its core short term goals, completion of the Phase 2 trial on IGC-AD1 and deploying MINT-AD. As we allocate more resources to achieving these objectives, we are evaluating various options for our non-core assets such as the manufacturing facility in Vancouver, including potential operational partnerships or alternative uses. As of the date of this filing, no definitive transaction has been finalized or has occurred. It could reduce our revenue.22

~~Company Highlights~~Table ~~for~~of ~~the Quarter ended June 30, 2025~~Contents

●Results ~~IGC~~of ~~Pharma~~Operations ~~presented~~for ~~compelling Genetic Toxicology Safety Data on~~ the ~~API~~Three inMonths Ended ~~IGC-AD1~~September at30, ~~the~~ 2025, ~~Genetic~~and ~~Toxicology~~September ~~Association Meeting~~30, ~~highlighting~~2024 ~~the safety profile of our lead compound – a crucial step for regulatory approvals.~~

●The ~~IGC~~historical ~~Pharma~~results ~~expanded~~presented below ~~its~~are ~~network~~not ofnecessarily ~~clinical~~indicative ~~trial~~of ~~sites for~~ the ~~CALMA~~results ~~trial,~~that ~~adding~~may ~~multiple~~be ~~strategic~~expected ~~locations~~for ~~across~~any ~~North~~future ~~America~~period. ~~These~~The ~~expansions~~following ~~included~~table ~~leading~~presents ~~research~~an ~~institutions~~overview of ~~and~~our ~~sites~~results inof ~~diverse~~operations ~~geographic~~for ~~areas~~the ~~such~~three asmonths ~~Ontario~~ended ~~(Canada),~~September ~~Florida~~30, ~~Rhode Island~~2025, ~~Puerto Rico,~~ and ~~Oklahoma.~~September ~~This strategic broadening of our clinical trial footprint is designed to accelerate patient enrollment~~30, ~~enhance access to diverse patient populations, and strengthen the overall robustness of our study.~~2024:

●Statement ~~During~~of ~~the~~Operations ~~quarter~~(in ~~ended June 30~~thousands, ~~2025, the Company raised a gross amount of approximately $997 thousand through different private equity placement SPAs and the ATM.~~unaudited)

| June 30, 2025, Form 10-Q

	Three months ended September 30,
	2025 ($)			2024 ($)			Change ($)			Percent Change
Revenue		191			412			(221	)		54	%
Cost of revenue		(92	)		(214	)		122			57	%
Gross profit		99			198			(99	)		50	%
Selling, general, and administrative expenses		(1,410	)		(1,041	)		(369	)		35	%
Research and development expenses		(1,588	)		(917	)		(671	)		73	%
Operating loss		(2,899	)		(1,760	)		(1,139	)		65	%
Other income, net		1,078			43			1,035			2,407	%
Loss before income taxes		(1,821	)		(1,717	)		(104	)		6	%
Income tax expense/benefit		-			-			-			-
Net loss		(1,821	)		(1,717	)		(104	)		6	%

22Revenue – Revenue was approximately $191 thousand and $412 thousand for the three months ended September 30, 2025, and September 30, 2024, respectively. Revenue in both quarters was primarily derived from our Life Sciences segment, which involved providing white-label manufactured products and sales of in-house products, among others. There is a decrease in revenue as our core focus is on advancing IGC-AD1, completing the Phase 2 trial, and developing MINT-AD for the early diagnosis of Alzheimer’s disease. In addition, there was a planned transition period associated with the disposition of the Company’s Vancouver manufacturing facility pursuant to the Favorable Contract between the Company and the Buyer. During this period, production and fulfillment activities were reduced as operations were transferred to the Buyer under the Favorable Contract. For more information, please refer to Note 7 – “Disposition of Assets”.

~~Table~~Cost of ~~Contents~~revenue – Cost of revenue amounted to approximately $92 thousand for the three months ended September 30, 2025, compared to $214 thousand in the three months ended September 30, 2024, this represents gross margins of 52% and 48%, 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. Typically, the gross margin in the Life Sciences business will fluctuate from one quarter to another based on the mix within the Life Sciences business between white label, private label, and branded products. There is insufficient revenue to model or project gross margins.

~~Results~~Selling, general and administrative ofexpenses ~~Operations~~(“SG&A”)– ~~for~~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~~three ~~Months~~months ~~Ended~~that ~~June~~ended September 30, 2025, ~~and~~SG&A ~~June~~expenses increased by approximately $369 thousand or 35% to approximately $1.4 million during the three months ended September 30, 2024. The increase of $369 thousand is attributed to an increase in the marketing and corporate expenses, as well as non-cash expenses of approximately $250 thousand and a one-time expense of approximately $50 thousand.

Research and development expenses (“R&D”)– R&D expenses were attributed to our Life Sciences segment. The R&D ~~historical~~expenses ~~results~~increased ~~presented~~by ~~below~~approximately ~~are~~$671 ~~not~~thousand ~~necessarily~~or ~~indicative~~73% ofto approximately $1.6 million during the ~~results~~three ~~that~~months ~~may~~ended beSeptember ~~expected~~30, ~~for~~2025, from ~~any~~approximately ~~future~~$917 ~~period~~thousand. ~~The~~It ~~following table~~is ~~presents~~primarily anattributable ~~overview~~to the progression of ~~our~~Phase ~~results~~2 oftrials ~~operations~~on ~~for~~IGC-AD1 and pre-clinical studies on the ~~three~~other ~~months~~small ~~ended~~molecule ~~June~~assets. ~~30,~~We ~~2025,~~anticipate increased R&D expenses as the development of our other small molecule assets targeting Alzheimer’s and ~~June~~the ~~30,~~Phase ~~2024:~~2 trial on Alzheimer’s expand.

~~Statement~~Other income, net – Other net income increased by approximately $1 million or 2,407% during the thousand months ended September 30, 2025. As a result, the total other income for the three months ended September 30, 2025, and 2024, is approximately $1.2 million and $43 thousand, respectively. Other income includes interest and rental income, dividend income, profit from the sale of ~~Operations~~assets, (unrealized gains from investments, net income, and income from scrap sales. Increase in ~~thousands~~other income is attributed to profit from the disposition of assets, ~~unaudited)~~please refer to Note -7 “Disposition of Assets”.

	Three months ended June 30,
	2025 ($)			2024 ($)			Change ($)			Percent Change
Revenue		328			272			56			21	%
Cost of revenue		(174	)		(109	)		(65	)		60	%
Gross profit		154			163			(9	)		(6	)%
Selling, general and administrative expenses		(1,208	)		(1,670	)		462			(28	)%
Research and development expenses		(851	)		(889	)		38			(4	)%
Operating loss		(1,905	)		(2,396	)		491			(20	)%
Other income, net		306			18			288			1,600	%
Loss before income taxes		(1,599	)		(2,378	)		779			(33	)%
Income tax expense/benefit		-			-			-			-
Net loss		(1,599	)		(2,378	)		779			(33	)%

| September 30, 2025, Form 10-Q

Revenue – Revenue was approximately $328 thousand and $272 thousand for the three months ended June 30, 2025, and June 30, 2024, respectively. Revenue in both quarters was primarily derived from our Life Sciences segment, which involved providing white-label manufactured products and sales of holistic health care products, among others. Our core focus is on advancing IGC-AD1, completing the Phase 2 trial, and developing MINT-AD for the early diagnosis of Alzheimer’s disease. In the future, our revenue from white label may not increase as we allocate more resources to expanding our core pharma-focused programs.23

~~Cost of~~Table ~~revenue – Cost~~ of revenue amounted to approximately $174 thousand for the three months ended June 30, 2025, compared to $109 thousand in the three months ended June 30, 2024. This represents gross margins of 47% and 60%, respectively. The cost of revenue is primarily attributable to the cost of raw materials, labor, and other direct overheads required to produce our products and services in both segments. The slight decrease in gross margin is attributed to the Company’s strategic efforts to develop new formulations using a broader range of active ingredients, which, while affecting margins in the short term, are expected to open new commercial avenues in the long term.Contents

~~Selling, General~~Results ~~and~~of ~~Administrative~~Operations ~~expenses~~for ~~(SG&A)–~~the ~~SG&A~~Six ~~expenses~~Months ~~primarily encompass various costs such as employee-related~~Ended ~~expenses,~~September 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, 2025, ~~SG&A expenses~~and ~~decreased~~September ~~by approximately $462 thousand or 28% to approximately $1.2 million as compared to the three months ended June~~ 30, ~~2024.~~ This significant decline in SG&A expenses is attributable to the Company’s focused efforts to optimize corporate-level operational efficiency by lowering employee–related costs due to headcount alignment and compensation restructuring, implementing better inventory management systems, and reducing spending on legal and professional services through more efficient vendor management. These optimizations allowed the Company to preserve capital and extend its operational runway while maintaining the infrastructure necessary to support clinical development and strategic initiatives.2024

~~Research and Development expenses (R&D)– R&D expenses were attributed to our Life Sciences segment.~~ The ~~R&D~~historical ~~expenses~~results ~~decreased~~presented bybelow ~~approximately~~are ~~$38~~not ~~thousand~~necessarily orindicative 4%of ~~to approximately $851 thousand during~~ the ~~three~~results ~~months~~that ~~ended~~may ~~June~~be ~~30,~~expected ~~2025,~~for ~~from~~any ~~approximately~~future ~~$889 thousand~~period. The ~~decrease~~following istable ~~primarily~~presents ~~due~~an tooverview of aour ~~one-time~~results ~~non-cash expense~~ of ~~approximately~~operations ~~$100~~for ~~thousand~~the insix ~~three~~ months ended ~~June~~September 30, ~~2024.~~ ~~One-time expense adjusted~~2025, ~~there is an increase in R&D expenses by $62 thousand. The R&D expenses are primarily attributed to the progression of Phase 2 trials on IGC-AD1~~ and ~~preclinical~~September ~~studies on TGR-63~~30, indicating the Company’s dedication to advancing its product pipeline. As the development of TGR-63 and the Phase 2 trial on Alzheimer’s gains momentum, the Company anticipates an increase in R&D expenses.2024:

~~Other income,~~Statement net – Other net income increased by approximately $288 thousand or 1,600% during the three months ended June 30, 2025. As a result, the total other income for the three months ended June 30, 2025, and 2024 is approximately $306 thousand and $18 thousand, respectively. Other income includes interest and rental income, dividend income, profit from the sale of ~~assets,~~Operations ~~unrealized~~(in ~~gains from investments~~thousands, ~~net income, and income from scrap sales. The primary reason for increase is a tax credit of approximately $263 thousand company received during three months ended June 30, 2025.~~unaudited)

| June 30, 2025, Form 10-Q

	Six months ended September 30,
	2025($)			2024($)			Change ($)			Percent Change
Revenue		519			684			(165	)		24	%
Cost of revenue		(266	)		(323	)		57			18	%
Gross profit		253			361			(108	)		30	%
Selling, general, and administrative expenses		(2,618	)		(2,711	)		93			3	%
Research and development expenses		(2,439	)		(1,806	)		(633	)		35	%
Operating loss		(4,804	)		(4,156	)		(648	)		16	%
Other income, net		1,384			61			1,323			2,169	%
Loss before income taxes		(3,420	)		(4,095	)		675			16	%
Income tax expense/benefit		-			-			-			-
Net loss		(3,420	)		(4,095	)		675			16	%

23Revenue – Revenue was approximately $519 thousand and $684 thousand for the six months ended September 30, 2025, and September 30, 2024, respectively. Revenue in both quarters was primarily derived from our Life Sciences segment, which involved providing white-label manufactured products and sales of holistic health care products, among others. There is a decrease in revenue as our core focus is on advancing IGC-AD1, completing the Phase 2 trial, and developing MINT-AD for the early diagnosis of Alzheimer’s disease. In addition, there was a planned transition period associated with the disposition of the Company’s Vancouver manufacturing facility pursuant to the Favorable Contract. During this period, production and fulfillment activities were reduced as operations were transferred to the Buyer under the Favorable Contract. For more information, please refer to Note 7 – “Disposition of Assets”.

~~Table~~Cost of ~~Contents~~revenue – Cost of revenue amounted to approximately $266 thousand for the six months ended September 30, 2025, compared to $323 thousand in the six months ended September 30, 2024, this represents gross margins of 49% and 53%, 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. Typically, the gross margin in the Life Sciences business will fluctuate from one quarter to another based on the mix within the Life Science business between white label, private label, and branded products. There is insufficient revenue to model or project gross margins.

~~Liquidity~~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 ~~Capital~~write-offs ~~Resources~~related to doubtful accounts and advances. During the six months ended September 30, 2025, SG&A expenses decreased by approximately $93 thousand or 3% to approximately $2.6 million during the six months ended September 30, 2025, from approximately $2.7 million. This decline in SG&A expenses is attributable to the Company’s focused efforts to optimize corporate-level operational efficiency by lowering employee–related costs through headcount alignment and compensation restructuring, and reducing spending on legal and professional services through more efficient vendor management. These optimizations allowed the Company to preserve capital and extend its operational runway while maintaining the infrastructure necessary to support clinical development and strategic initiatives..

~~Our~~R&D– R&D ~~sources~~expenses ofwere ~~liquidity~~attributed ~~are~~to ~~cash~~our ~~and~~Life ~~cash~~Sciences ~~equivalents,~~segment. ~~funds~~The ~~raised~~R&D ~~through~~expenses ~~the~~increased ~~ATM~~by ~~offering,~~approximately ~~cash~~$633 ~~flows~~thousand ~~from~~or ~~operations,~~35% ~~short-term~~to ~~and~~approximately ~~long-term~~$2.4 ~~borrowings,~~million ~~and~~during ~~short-term~~the ~~liquidity~~six ~~arrangements.~~months ~~The~~ended ~~Company~~September ~~continues~~30, to2025, ~~evaluate~~from ~~various~~approximately ~~financing~~$1.8 ~~sources~~million. ~~and~~It ~~options to~~is ~~raise~~primarily ~~working~~attributable ~~capital~~ to ~~help~~the ~~fund~~progression of ~~current~~Phase ~~research~~2 ~~and~~trials ~~development~~on ~~programs~~IGC-AD1 and ~~operations. The Company does not have any material long~~pre-~~term~~clinical ~~debt,~~studies ~~capital~~on ~~lease~~the ~~obligations, or~~ other ~~long-term~~small ~~liabilities~~molecule ~~except~~assets. asWe ~~disclosed~~anticipate inincreased ~~this~~R&D ~~report.~~expenses ~~Please~~as the ~~refer~~development toof ~~Note~~our ~~12, “Commitments~~other ~~and~~small ~~Contingencies,”~~molecule ~~and~~assets ~~Note~~targeting ~~11,~~Alzheimer’s ~~“Loans~~ and ~~Other~~the ~~Liabilities,”~~Phase in2 ~~Item~~trial ~~1 of this report for further information~~ on ~~the Company~~Alzheimer’s ~~commitments and contractual obligations~~expand.

OnOther ~~June 30~~income, ~~2023, (the Effective Date), the Company entered into a~~net ~~Master~~– ~~Loan~~Other ~~and~~net ~~Security~~income ~~Agreement~~increased ~~along~~by ~~with~~approximately ~~the~~$1.3 ~~General~~million ~~Banking~~or ~~Facility~~2,170% ~~Letter~~during ~~(collectively called~~ the ~~“Credit~~six ~~Agreement”) with~~months ~~O-Bank~~ended ~~Co.~~September 30, ~~Ltd~~2025., As a ~~banking corporation incorporated under~~ result, the ~~laws~~total ofother ~~Taiwan,~~income asfor ~~administrative agent and lender (~~the ~~Lender)~~six ~~pursuant to~~months ~~which~~ended ~~the~~September ~~Borrower~~30, ~~may~~2025, ~~borrow~~and up2024 tois approximately $121.4 million ~~only~~and or$61 ~~the~~thousand, ~~equivalent thereof in other major currencies (the Credit Facility)~~respectively. ~~The~~ ~~Credit~~Other ~~Facility~~income ~~under~~includes ~~the~~interest ~~Credit~~and ~~Agreement~~rental ~~contained~~income, adividend ~~maturity~~income, ~~date~~profit onfrom the ~~first~~sale ~~anniversary~~ of ~~the~~assets, ~~Effective~~unrealized ~~Date.~~gains ~~Borrowings~~from ~~under~~investments, ~~the~~net ~~Credit Agreement will bear interest~~income, ~~calculated~~and ~~according~~income tofrom ~~the~~scrap ~~interest~~sales. ~~rate~~Increase ~~mentioned~~ in ~~the~~other ~~Certificate~~income ofis ~~Deposit,~~attributed asto ~~the~~tax ~~case may~~credit ~~be,~~of ~~plus~~approximately an$263 ~~applicable~~thousand ~~margin of 1%,~~ and ~~the~~profit from ~~Borrower shall bear~~ the ~~tax.~~disposition ~~Interest~~of isassets, ~~due~~please ~~and~~refer ~~payable~~to inNote ~~full~~-7 by“Disposition ~~the Borrower on the last business day~~ of ~~each interest period~~Assets”.

~~On June~~| 24September 30, 2025, ~~the~~Form Company entered into an amendment to extend the Credit Agreement. The amendment extends the term of the Credit Agreement, which was set to expire, under the same terms and conditions as previously disclosed, with the exception of i) a reduction in the facility fees from $84,000 to $48,000 and ii) interest, calculated according to the interest rate mentioned in the Certificate of Deposit, as the case may be, plus an applicable margin of 1.2%, instead of 1%. All other material terms of the Credit Agreement remain unchanged.10-Q

In the first quarter of Fiscal 2026, the Company entered into the 2025 Share Purchase Agreements (2025 SPAs) with multiple investors, relating to the sale and issuance by our company to the investors of an aggregate of 2,803,333 shares of our common stock, for a total purchase price of $841,000 , or $0.30 per share, subject to the terms and conditions set forth in the 2025 SPAs. The investments are subject to customary closing conditions, including NYSE approval. As per the 2025 SPA, the investor received piggyback registration rights subject to certain restrictions.24

~~Subsequent~~Table ~~to the quarter through July 31, 2025, the Company sold 6,623,085 shares through the ATM for $2,623,467 at an average price~~ of ~~$0.41.~~Contents

~~The equity~~Liquidity and ~~the~~Capital credit facility serve to minimize ongoing liquidity requirements and ensure the Company’s ability to sustain its operations. Furthermore, the Company intends to raise additional funds through private placement and ATM offerings, subject to market conditions, although there can be no assurance that such financing efforts will be successful. The Company expects to raise further capital for its research and development initiatives as and when it is able to do so, in an ATM offering or private placement. In addition, there can be no assurance of the terms thereof, and any subsequent equity financing sought may have dilutive effects on our current shareholders. While there is no guarantee that we will be successful, we are applying to non-dilutive funding opportunities such as Small Business Research and Development programs. In addition, subject to limitations on the amount of capital that can be raised, the Company expects to utilize its shelf registration on a statement on Form S- 3 to raise capital through at-the-market offerings or otherwise. Please refer to Note 13 – “Securities”, for more information.Resources

	(in thousands, unaudited)
	As of June 30, 2025 ($)		As of March 31, 2025 ($)		Change			Percent Change
Cash and cash equivalents		454		405		49			12	%
Working capital		428		639		(211	)		(33	)%

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 the Company’s commitments and contractual obligations.

~~Cash~~On June 24, 2025, the Company entered into an amendment to extend the Credit Agreement. The amendment extends the term of the Credit Agreement, which was set to expire, under the same terms and ~~cash~~conditions ~~equivalents~~as previously disclosed, with the exception of i) a reduction in the facility fees from $84,000 to $48,000 and ii) interest, calculated according to the interest rate mentioned in the Certificate of Deposit, as the case may be, plus an applicable margin of 1.2%, instead of 1%. All other material terms of the Credit Agreement remain unchanged.

~~Cash~~In the first quarter of Fiscal ~~and~~2026, ~~cash~~the ~~equivalents~~Company ~~increased~~entered byinto ~~approximately~~the ~~$49~~2025 ~~thousand~~Share Purchase Agreements (2025 SPAs) with multiple investors, relating to ~~$454~~the ~~thousand~~sale inand issuance by our company to the ~~three~~investors ~~months~~of ~~ended~~an ~~June~~aggregate 30of 2,803,333 ~~2025~~shares of our common stock, ~~from~~for ~~$405~~a ~~thousand as~~total purchase price of ~~March~~$841,000, 31or $0.30 per share, subject to the terms and conditions set forth in the 2025, anSPAs. ~~increase~~The ofinvestments ~~approximately~~are ~~12%~~subject to customary closing conditions, including NYSE approval.

|On ~~June~~September 3029, 2025, ~~Form~~the Company 10entered into the Sale Agreement, pursuant to which the Company sold assets associated with its Vancouver, Washington facility for approximately $2.7 million, subject to the satisfaction of certain closing conditions. The facility had previously generated an annual net cash outflow of approximately $600 thousand from fixed overhead and non-Qcore manufacturing operations. The sale eliminates the recurring cash loss while preserving preferential supply rights that allow the Company to continue sourcing formulations at competitive pricing from 2027 onward. The Company also retains a contingent 10% interest in any future sale of the business by the Buyer. Please refer to Note 7 – “Disposition of Assets” and Item 5 – “Other Information”.

24As part of its treasury management program, the Company invested approximately $25 thousand in a U.S.-listed digital asset through an ETP during the three-month quarter ended September 30, 2025. The investment is classified as a short-term marketable security, and is marked to market each period. The Company does not directly hold cryptocurrencies or other digital tokens.

~~Table~~The equity and the credit facility serve to minimize ongoing liquidity requirements and ensure the Company’s ability to sustain its operations. Furthermore, the Company intends to raise additional funds through private placement and ATM offerings, subject to market conditions, although there can be no assurance that such financing efforts will be successful. The Company expects to raise further capital for its research and development initiatives as and when it is able to do so, in an ATM offering or private placement. In addition, there can be no assurance of ~~Contents~~the terms thereof, and any subsequent equity financing sought may have dilutive effects on our current shareholders. While there is no guarantee that we will be successful, we are applying to non-dilutive funding opportunities such as Small Business Research and Development programs. In addition, subject to limitations on the amount of capital that can be raised, the Company expects to utilize its shelf registration on a statement on Form S-3 to raise capital through at-the-market offerings or otherwise. Please refer to Note 13 – “Securities”, for more information.

~~Summary of~~| ~~Cash~~September ~~flows~~30, 2025, Form 10-Q

	(in thousands, unaudited)
	Three months ended June 30,									Percent
	2025			2024			Change			Change
Cash used in operating activities		(1,407	)		(1,752	)		345			(20	)%
Cash provided by (used in) investing activities		580			(131	)		711			(543	)%
Cash provided by financing activities		851			2,507			(1,656	)		(66	)%
Effects of exchange rate changes on cash and cash equivalents		25			2			23			1,150	%
Net decrease in cash and cash equivalents		49			626			(577	)		(92	)%
Cash and cash equivalents at the beginning of the period		405			1,198			(793	)		(66	)%
Cash and cash equivalents at the end of the period		454			1,824			(1,370	)		(75	)%

~~Operating Activities~~Table of Contents

Net cash used in operating activities for the three months ended June 30, 2025, was approximately $1.4 million. It consists of a net loss of approximately $1.6 million, a positive impact on cash due to non-cash expenses of approximately $569 thousand, and a negative change in operating assets and liabilities of approximately $377 thousand. Non-cash expenses consist of an amortization and depreciation charge of approximately $141 thousand, stock-based expenses of approximately $452 thousand, and other non-cash items with a negative impact of approximately $24 thousand. In addition, changes in operating assets and liabilities had a negative impact of approximately $377 thousand on cash, of which a net negative impact of approximately $53 thousand is due to an increase in accounts receivables, and a negative impact of approximately $599 thousand is due to decrease in accrued and other liabilities, a positive impact of approximately $183 thousand is due to decrease in deposits and advances, a positive impact of approximately $51 thousand is due to increase in accounts payable and net other current assets and liabilities of approximately $41 thousand.

	(in thousands, unaudited)
	As of September 30, 2025 ($)		As of March 31, 2025 ($)		Change			Percent Change
Cash and cash equivalents		1,105		405		700			173	%
Working capital		490		639		(149	)		(23	)%

~~Net cash~~Cash used in operating activities for the three months ended June 30, 2024, was approximately $1.8 million. It consists of a net loss of approximately $2.4 million, a positive impact on cash due to non-cash expenses of approximately $564 thousand, and ~~a positive change in operating assets and liabilities of approximately $62 thousand. Non-~~cash ~~expenses~~equivalents consist of an amortization and depreciation charge of approximately $162 thousand and stock-based expenses of approximately $402 thousand. In addition, changes in operating assets and liabilities had a positive impact of approximately $62 thousand on cash, of which a net negative impact of approximately $118 thousand is due to an increase in deposits and advances, and a positive impact of approximately $151 thousand is due to increase in accrued and other liabilities, and net other current assets and liabilities of approximately $29 thousand.

~~Investing~~Cash and cash equivalents ~~Activities~~increased by approximately $700 thousand to $1.1 million in the six months ended September 30, 2025, from $405 thousand as of March 31, 2025, an increase of approximately 173%.

~~Net~~Summary ~~cash provided by investing activities for the three months ended June 30, 2025, was approximately $580 thousand, which comprised~~ of ~~approximately~~Cash ~~$114 thousand for the acquisition and development of intangible assets, and approximately $693 thousand for the net purchase of property, plant, and equipment.~~flows

Net cash used in investing activities for the three months ended June 30, 2024, was approximately $131 thousand, which comprised of expenses of approximately $93 thousand for the acquisition and development of intangible assets, and approximately $38 thousand for the net purchase of property, plant, and equipment.

	(in thousands, unaudited)
	Six months ended September 30,									Percent
	2025			2024			Change			Change
Cash used in operating activities		(3,497	)		(2,748	)		(749	)		27	%
Cash (used in) provided by investing activities		206			(196	)		402			205	%
Cash provided by financing activities		3,961			3,301			660			20	%
Effects of exchange rate changes on cash and cash equivalents		30			(9	)		39			100	%
Net increase (decrease) in cash and cash equivalents		700			348			352			101	%
Cash and cash equivalents at the beginning of period		405			1,198			(793	)		66	%
Cash and cash equivalents at the end of the period		1,105			1,546			(441	)		(29	)%

~~Financing~~ Operating Activities

Net cash ~~provided~~used byin ~~financing~~ operating activities ~~was approximately $851 thousand~~ for the ~~three~~six months ended ~~June~~September 30, 2025, ~~which~~ was ~~comprised~~approximately $3.5 million. It consists of a net ~~proceeds~~loss ~~from~~of ~~issuance~~approximately $3.4 million, a positive impact on cash due to non-cash expenses of ~~equity~~approximately ~~stock~~$363 thousand, and a negative change in operating assets and liabilities of approximately $~~852~~441 thousand. Non-cash expenses consist of an amortization and redepreciation charge of approximately $260 thousand, stock-~~payment~~based expenses of ~~the~~approximately ~~loan~~$1.2 million, and profit on sale of fixed assets of approximately $1.1 ~~thousand~~million. In ~~Please~~addition, changes in operating assets and liabilities had a negative impact of approximately $441 thousand on cash, of which a net ~~refer~~positive impact of approximately $220 thousand is due to ~~Note~~an 13increase –in ~~“Securities”~~deposits and advances, ~~for~~and ~~more~~a ~~information~~negative impact of approximately $506 thousand is due to an increase in accrued and other liabilities, a net negative impact of approximately $253 thousand is due to an increase in accounts payable, a net positive impact of approximately $85 thousand is due to an increase in operating lease assets, and net other current assets and liabilities of approximately $13 thousand.

Net cash ~~provided~~used byin ~~financing~~ operating activities for the six months ended September 30, 2024, was approximately $2.57 million. ~~for~~It ~~the~~consists ~~three~~of ~~months~~a ~~ended~~net ~~June~~loss ~~30,~~of ~~2024~~approximately $4.1 million, ~~which~~a ~~was~~positive ~~comprised~~impact on cash due to non-cash expenses of approximately $1.1 million, and a positive change in operating assets ~~net~~and ~~proceeds~~liabilities ~~from~~of ~~issuance~~approximately $249 thousand. Non-cash expenses consist of ~~equity~~an amortization and depreciation charge of approximately $307 thousand and stock-based expenses of approximately $2804 thousand.5 ~~million~~In addition, changes in operating assets and ~~re-payment~~liabilities had a positive impact of ~~the~~approximately ~~loan~~$249 thousand on cash, of which a net negative impact of approximately $1227 thousand. ~~Please~~is due to an increase ~~refer~~in deposits and advances, and a positive impact of approximately $467 thousand is due to ~~Note~~increase 13in –accrued ~~“Securities”~~and other liabilities, ~~for~~a net ~~more~~negative ~~information~~impact of approximately $5 thousand is due to an increase in accounts payable and net other current assets and liabilities of approximately $14 thousand.

| ~~June~~September 30, 2025, Form 10-Q

2526

Table of Contents

~~Treasury Strategy~~Investing ~~and Capital Allocation Considerations~~Activities

~~Management~~Net ~~continually~~cash ~~evaluates~~used ~~opportunities~~in investing toactivities ~~optimize~~for the ~~Company’s~~six ~~capital~~months ~~structure~~ended ~~and~~September ~~enhance~~30, ~~stockholders’~~2025, ~~equity~~was ~~while~~approximately ~~maintaining~~$206 ~~adequate~~thousand, ~~liquidity~~which tois ~~support operations.~~comprised ~~Since~~of ~~early~~expenses ~~2024,~~of weapproximately $411 ~~have~~thousand ~~assessed~~for the ~~potential~~acquisition ~~use~~and development of ~~digital~~intangible assets, ~~including~~approximately ~~bitcoin~~$25 ~~and~~thousand ~~other~~for ~~cryptocurrencies,~~the asinvestment ~~part~~in short term investment, and approximately $642 thousand for the net purchase of ~~our~~property, ~~treasury~~plant, ~~management~~and ~~strategy~~equipment.

~~Subsequent~~Net tocash ~~quarter-end,~~used in ~~September 2025, our management plans~~investing toactivities ~~invest~~for athe ~~portion~~six ofmonths ~~its~~ended ~~funds~~September in30, ~~digital assets~~2024, ~~either~~was ~~directly~~approximately or$196 ~~through~~thousand, ~~ETPs~~which ~~that~~is ~~hold~~comprised ~~such~~of ~~assets.~~expenses Weof ~~believe that allocating~~approximately a$145 ~~portion~~thousand offor ~~our~~the ~~cash~~acquisition, ~~reserves~~and todevelopment ~~digital~~of intangible assets, ~~could~~and ~~diversify~~approximately ~~our~~$51 ~~treasury~~thousand ~~holdings,~~for ~~potentially~~the ~~enhance~~net ~~our~~purchase ~~balance~~of ~~sheet if the assets~~property, ~~appreciate~~plant, and ~~align with emerging best practices of certain public companies~~equipment.

~~We expect~~Financing to begin implementing this policy during the quarter ending September 30, 2025. The timing, size, and type of investments will be based on prevailing market conditions, liquidity needs, and risk management considerations. These investments involve material risks, as discussed in Item 1A – Risk Factors.Activities

~~Off~~Net cash provided by financing activities was approximately $3.9 million for the six months ended September 30, 2025, which is comprised of net proceeds from issuance of equity stock of approximately $3.9 million, and re-~~Balance~~payment of the loan of approximately $2 thousand. Please refer to Note 13 – ~~Sheet~~“Securities”, ~~Arrangements~~for more information.

~~We do~~Net ~~not~~cash ~~have~~provided ~~any~~by ~~outstanding~~financing activities ~~derivative~~was ~~financial~~approximately ~~instruments,~~$3.3 ~~off-balance~~million ~~sheet~~for ~~guarantees,~~the ~~interest~~six ~~rate~~months ~~swap~~ended ~~transactions~~September 30, ~~or foreign currency forward contracts. Furthermore~~2024, wewhich dois ~~not~~comprised ~~have~~of ~~any~~net ~~retained~~proceeds orfrom ~~contingent interest in assets transferred to an unconsolidated~~issuance ~~entity~~of ~~that~~equity ~~serves~~stock asof ~~credit,~~approximately ~~liquidity, or market risk support to such entity~~$3.3 Wemillion, doand ~~not~~re-payment ~~have~~of ~~any~~the ~~variable~~loan ~~interest~~of inapproximately an$2 ~~unconsolidated entity~~thousand. ~~that~~Please ~~provides~~refer ~~financing, liquidity, market risk, or credit support~~ to usNote or13 ~~that engages in leasing~~– “Securities”, ~~hedging,~~for ormore ~~research and development services with us~~information.

~~Critical Accounting~~Treasury ~~Policies~~Strategy and Capital Allocation Considerations

~~While~~Management continually evaluates ~~all~~opportunities ~~accounting~~to ~~policies~~optimize ~~impact~~the ~~financial~~Company’s ~~statements,~~capital ~~certain~~structure ~~policies~~and ~~may~~enhance bestockholders’ ~~viewed~~equity aswhile ~~critical.~~maintaining ~~Critical~~adequate ~~accounting~~liquidity to ~~policies~~support ~~are~~operations. ~~those that~~Since ~~are~~early ~~both~~2024, ~~most~~we ~~important~~have toassessed the ~~portrayal~~potential use of ~~financial~~digital ~~condition~~assets, ~~and~~including ~~results~~digital ofassets ~~operations~~ and ~~that~~other ~~require management’s most~~cryptocurrencies, ~~subjective~~as orpart ~~complex~~of ~~judgments~~our ~~and~~treasury ~~estimates~~management strategy. ~~Our~~We ~~management~~believe ~~believes~~ that ~~the~~allocating ~~following~~a ~~policy~~portion ~~that~~of ~~falls~~our ~~within~~cash ~~this~~reserves ~~category~~to indigital ~~addition~~assets could diversify toour ~~the~~treasury ~~policies~~holdings, onpotentially ~~revenue~~enhance ~~recognition,~~our ~~inventory,~~balance ~~accounts~~sheet ~~receivable,~~if ~~foreign~~the ~~currency~~assets ~~translation~~appreciate, ~~impairment~~and ofalign ~~long-lived~~with ~~assets and~~emerging ~~investments,~~best ~~stock-based~~practices ~~compensation,~~of ~~and~~certain public ~~cybersecurity:~~companies.

~~Digital~~We began implementing this ~~Asset~~policy ~~Investments~~during the quarter ending September 30, 2025. The timing, size, and type of investments will be based on prevailing market conditions, liquidity needs, and risk management considerations. These investments involve material risks, as discussed in Item 1A – “Risk Factors”.

The Company may invest in digital assets, such as bitcoin and other cryptocurrencies, either directly or through ETPs that hold such assets. Direct holdings of digital assets will be accounted for in accordance with ASC 350Off-~~60,~~Balance ~~Intangibles~~Sheet – Goodwill and Other – Crypto Assets, and measured at fair value with changes recognized in earnings, in accordance with ASU 2023-08. Holdings in ETPs will be accounted for as equity securities under ASC 321, Investments – Equity Securities, and measured at fair value with changes recognized in earnings. Fair value will be determined using quoted prices in active markets (Level 1 inputs).Arrangements

~~For~~We do not have any outstanding ~~direct~~derivative ~~holdings~~financial ofinstruments, ~~digital~~off-balance ~~assets~~sheet guarantees, ~~the~~interest ~~Company~~rate ~~will~~swap ~~present~~transactions, or foreign currency forward contracts. Furthermore, we do not have any retained or contingent interest in ~~the~~assets ~~notes~~transferred ato ~~roll-forward~~an ofunconsolidated ~~activity,~~entity ~~including~~that ~~the~~serves ~~opening~~as ~~balance~~credit, liquidity, ~~additions~~or market risk support to such entity. We do not have any variable interest in an unconsolidated entity that provides financing, ~~dispositions~~liquidity, ~~gains~~market ~~and~~risk, ~~losses~~or ~~recognized~~credit ~~during~~support ~~the~~to ~~period,~~us ~~and~~or ~~the~~that ~~ending~~engages ~~balance~~in leasing, ashedging, ~~well~~or asresearch ~~any~~and ~~significant~~development ~~concentrations~~services ~~and~~with ~~restrictions~~us.

~~Please see~~Critical ~~our disclosures in Note 2 – Summary of Significant~~ Accounting Policies to the Notes to the Unaudited Condensed Consolidated Financial Statements in this report, in the Notes to the Audited Consolidated Financial Statements in the 2025 Form 10-K, as well as Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Form 10-K, for a discussion of all our critical and significant accounting policies.

~~Recent~~While all accounting policies ~~Accounting~~impact ~~Pronouncements~~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 that the following policy that falls within this category in addition to the policies on revenue recognition, inventory, accounts receivable, foreign currency translation, impairment of long-lived assets and investments, stock-based compensation, and cybersecurity:

~~Changes to~~| ~~U.S.~~September 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 applicable30, ~~or the impact is expected to be immaterial. Recent accounting pronouncements that may apply to us are described in Note 2~~2025, “Significant Accounting Policies” to the Notes to the Unaudited Condensed Consolidated Financial Statements in this report and in the Notes to the Audited Consolidated Financial Statements in Part II of our 2025 Form 10-K.Q

~~| June 30, 2025, Form 10-Q~~27

26Table of Contents

~~Table~~Digital ofAsset ~~Contents~~Investments

~~Item~~During the six months ended 3September 30, 2025, the Company invested approximately $25 thousand in a U.S.-listed ~~Quantitative~~digital asset through ETPs. The investment is classified as a short-term marketable security and ~~Qualitative~~is ~~Disclosures~~marked ~~about~~to ~~Market~~market ~~Risk~~each period. The Company does not directly hold cryptocurrencies or other digital tokens. Holdings in ETPs will be accounted for as equity securities under ASC 321, Investments – Equity Securities, and measured at fair value with changes recognized in earnings. Fair value will be determined using quoted prices in active markets (Level 1 inputs).

~~Item 3~~For ~~does~~direct ~~not~~holdings ~~apply~~of todigital assets, usthe ~~because~~Company wewill ~~are~~present in the notes a ~~smaller~~roll-forward ~~reporting~~of ~~company~~activity, including the opening balance, additions, dispositions, gains and losses recognized during the period, and the ending balance, as well as any significant concentrations and restrictions.

Please see our disclosures in Note 2 – Summary of Significant Accounting Policies to the Notes to the Unaudited Condensed Consolidated Financial Statements in this report, in the Notes to the Audited Consolidated Financial Statements in the 2025 Form 10-K, as well as Item 7 – Management’s 4.Discussion ~~Controls~~and Analysis of Financial Condition and ~~Procedures~~Results of Operations in the 2025 Form 10-K, for a discussion of all our critical and significant accounting policies.

~~Evaluation of~~Recent ~~Disclosure~~Accounting ~~Controls and Procedures~~Pronouncements

~~Our Management~~Changes ~~maintains~~to ~~disclosure~~U.S. ~~controls~~GAAP ~~and~~are ~~procedures~~established by asthe ~~defined~~Financial inAccounting ~~Rule~~Standards ~~13a-15(e)~~Board ~~and 15d-15(e~~FASB) ~~under~~in the ~~Securities~~form ~~Exchange Act~~ of ~~1934~~accounting standards updates (ASUs) to the ~~Exchange~~FASB’s ~~Act)~~Accounting ~~that~~Standards Codification. ~~are~~The ~~designed~~Company toconsiders ~~provide~~the ~~reasonable~~applicability ~~assurance~~and ~~that~~impact ~~information~~of ~~required~~all toASUs. beNewly ~~disclosed~~issued inASUs ~~our~~not ~~reports filed~~listed orare ~~submitted~~expected ~~under~~to ~~the~~have ~~Exchange~~no ~~Act~~impact on isthe ~~processed,~~Company’s ~~recorded,~~consolidated ~~summarized~~financial position and ~~reported~~results ~~within~~of operations because either the ~~time~~ASU ~~periods~~is ~~specified~~not inapplicable, or the ~~SEC’s~~impact ~~rules~~is ~~and~~expected ~~forms~~to ~~and~~be ~~that~~immaterial. ~~such~~Recent ~~information~~accounting ispronouncements ~~accumulated~~that ~~and~~may ~~communicated~~apply to ~~Management,~~us ~~including~~are ~~our~~described ~~Chief~~in ~~Executive~~Note ~~Officer~~2, ~~(our~~“Significant ~~principal~~Accounting ~~executive~~Policies” ~~officer)~~to ~~and~~the ~~Principal~~Notes to the Unaudited Condensed Consolidated Financial ~~Officer,~~Statements asin ~~appropriate,~~this report and in the Notes to ~~allow~~the ~~for~~Audited Consolidated ~~timely~~Financial ~~decisions~~Statements ~~regarding~~in ~~required~~Part ~~disclosure~~II of our 2025 Form 10-K.

~~Our Management,~~Item 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 report3. ~~Based~~Quantitative ~~on this evaluation, our Chief Executive Officer~~ and ~~Principal~~Qualitative ~~Financial~~Disclosures ~~Officer~~about ~~concluded~~Market that our disclosure controls and procedures were effective in ensuring that the information required to be disclosed in the reports filed or submitted by us under the Exchange Act was recorded, processed, summarized and reported within the requisite time periods specified in SEC rules and forms and that such information was accumulated and communicated to our Management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.Risk

~~Changes~~Item 3 does not apply to inus ~~Internal~~because ~~Control~~we ~~over~~are ~~Financial~~a ~~Reporting~~smaller reporting company.

~~Our Management,~~Item ~~including~~4. ~~our~~Controls ~~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, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there were no changes in our internal control over financial reporting during the three months ended June 30, 2025, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.Procedures

|Evaluation ~~June~~of ~~30,~~Disclosure ~~2025,~~Controls ~~Form~~and ~~10-Q~~Procedures

27Our 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.

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

~~PART II~~Changes –in ~~OTHER~~Internal ~~INFORMATION~~Control over Financial Reporting

~~Item~~Our Management, including 1our 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 September 30, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ~~Legal~~Based ~~Proceedings~~on that evaluation, there were no changes in our internal control over financial reporting during the three months ended September 30, 2025, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

~~The Company~~| ~~may~~September 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, 2025, weForm ~~were not party to any material legal proceedings, except as set forth below.~~10-Q

~~During the quarter ended June 30, 2025, the following material litigation is pending:~~28

~~Engineering and~~Table Consulting Group SAS et al. v IGC Pharma Inc., case file no. 110016000050202247710 (Prosecutor’s Office 393 Sectional Economic Crimes Unit, Bogota, Colombia). The Company and the ECG corporation are in a contractual dispute. The Company filed a complaint against four (4) individuals with the Prosecutor’s Office 393 Sectional Economic Crimes Unit, Bogota, Colombia, under file no. 110016000050202247710 for charges of fraud, falsification of a private document, and conspiracy to commit a crime. The complaint was filed in 2022. In December 2023, the case was reviewed by the investigator and scheduled and accepted for a hearing by the prosecutor in calendar 2024. During the three months ended June 30, 2025, there were no material changes. Contents

~~Item 1A.~~PART ~~Risk~~II ~~Factors~~– OTHER INFORMATION

~~Following are the material changes to the risk factors disclosed in Part I,~~ Item ~~1A,~~1. ~~“Risk~~Legal ~~Factors” in our Annual Report on Form 10-K for the year ended March 31, 2025, filed with the SEC on June 27, 2025.~~Proceedings

~~Investment~~The Company may be involved in ~~Digital~~legal ~~Assets~~proceedings, ~~Could~~claims, ~~Adversely~~and ~~Affect~~assessments ~~Our~~arising ~~Financial~~in ~~Condition~~the ordinary course of business. Such matters are subject to many uncertainties, and ~~Results~~outcomes are not predictable with assurance. As of ~~Operations~~September 30, 2025, we were not party to any material legal proceedings other than those disclosed below.

~~Management is~~During ~~considering a treasury policy that permits~~ the ~~investment~~quarter ofended September ~~a limited portion of our available funds in digital assets~~30, ~~such as bitcoin and other cryptocurrencies~~2025, ~~either directly or through exchange-traded products (“ETPs”) that hold such assets. We have not made any purchases as of~~ the ~~filing~~following ~~date~~material oflitigation ~~this~~is ~~Quarterly Report. Investments in digital assets are subject to significant risks and volatility~~pending:

●Engineering ~~Price~~and ~~Volatility:~~Consulting Group ~~The~~SAS ~~market~~et ~~prices~~al. ofv ~~bitcoin~~IGC Pharma Inc., ~~and~~case ~~other~~file ~~cryptocurrencies~~no. ~~have~~110016000050202247710 ~~historically~~(Prosecutor’s ~~been~~Office ~~highly~~393 ~~volatile~~Sectional Economic Crimes Unit, Bogota, Colombia). The Company and ~~may~~the beECG ~~influenced~~corporation byare ~~factors~~in ~~beyond~~a ~~our~~contractual ~~control,~~dispute. ~~including~~The ~~market~~Company ~~sentiment,~~filed ~~macroeconomic~~a ~~conditions,~~complaint ~~changes~~against infour (4) ~~supply~~individuals ~~and~~with ~~demand~~the Prosecutor’s Office 393 Sectional Economic Crimes Unit, ~~geopolitical~~Bogota, ~~events~~Colombia, ~~regulatory~~under ~~developments~~file no. 110016000050202247710 for charges of fraud, ~~technological~~falsification ~~changes~~of a private document, and ~~market~~conspiracy ~~disruptions~~to commit a crime. ~~Large~~The ~~fluctuations~~complaint was filed in ~~fair~~2022. ~~value~~In ~~could~~December 2023, ~~materially~~the ~~affect~~case ~~our~~was ~~reported~~reviewed ~~earnings,~~by ~~financial~~the ~~position,~~investigator and ~~stock~~scheduled ~~price~~and accepted for a hearing by the prosecutor in calendar 2024. During the three months ended September 30, 2025, there were no material changes.

●Item ~~Regulatory~~1A. Risk: Digital assets are a relatively new asset class and are subject to evolving U.S. federal, state, and foreign laws and regulations. Regulatory changes, or the interpretation or enforcement of existing laws, could restrict our ability to buy, sell, hold, or transact in digital assets and could adversely impact their value.Factors

●Following ~~Custody~~are ~~and~~the ~~Operational~~material changes ~~Risk:~~to Ifthe werisk ~~invest~~factors ~~directly~~disclosed in ~~digital~~Part ~~assets~~I, weItem ~~will be exposed to operational and custody risks~~1A, ~~including~~“Risk ~~loss~~Factors” orin ~~theft~~our ofAnnual ~~private~~Report ~~keys,~~on ~~cybersecurity~~Form ~~breaches,~~10-K ~~fraud,~~for ~~and~~the ~~insolvency~~year ofended March ~~custodians. If we invest via ETPs~~31, ~~we will be subject to risks specific to those funds~~2025, ~~including~~filed ~~tracking~~with ~~errors relative to~~ the ~~underlying~~SEC ~~asset, reliance~~ on ~~the~~June ~~sponsor and custodian~~27, ~~and management fees~~2025.

●Investment ~~Liquidity~~in ~~Risk:~~Digital Assets ~~The~~Could ~~trading~~Adversely ~~venues~~Affect ~~for~~Our ~~digital~~Financial ~~assets~~Condition and ~~related~~Results ~~products may experience outages, disruptions, or other operational issues that can impair our ability to transact, especially during times~~ of ~~market stress.~~Operations

●Management ~~Tax~~is ~~and~~considering a ~~Accounting~~treasury ~~Impact:~~policy ~~Changes~~that inpermits ~~U.S.~~the ~~tax~~investment ~~law,~~of ~~including~~a ~~the~~limited ~~Corporate~~portion ~~Alternative~~of ~~Minimum~~our ~~Tax~~available ~~(CAMT)~~funds in digital assets, ~~could~~such ~~cause~~as usdigital toassets ~~incur~~and other ~~tax~~cryptocurrencies, ~~liabilities~~either ondirectly ~~unrealized~~or ~~gains~~through inexchange-traded ~~digital~~products (ETPs) that hold such assets. ~~Accounting~~We ~~standards~~have ~~require~~not usmade toany ~~record~~purchases as ~~changes~~of inthe ~~fair~~filing ~~value~~date ~~through~~of ~~earnings~~this ~~each~~Quarterly ~~reporting~~Report. ~~period,~~Investments ~~which~~in ~~may~~digital ~~increase~~assets ~~our~~are ~~earnings~~subject to significant risks and volatility.:

~~There is~~● noPrice ~~assurance~~Volatility: ~~that~~The ~~any~~market ~~investment~~prices inof digital assets, ~~will~~and ~~result~~other cryptocurrencies have historically been highly volatile and may be influenced by factors beyond our control, including market sentiment, macroeconomic conditions, changes in asupply ~~positive~~and ~~return~~demand, geopolitical events, regulatory developments, technological changes, and wemarket ~~may~~disruptions. ~~incur~~Large ~~losses~~fluctuations ~~that~~in fair value could ~~adversely~~ materially affect our ~~business~~reported earnings, financial ~~condition~~position, and ~~results~~stock price. ● Regulatory Risk: Digital assets are a relatively new asset class and are subject to evolving U.S. federal, state, and foreign laws and regulations. Regulatory changes, or the interpretation or enforcement of ~~operations~~existing laws, could restrict our ability to buy, sell, hold, or transact in digital assets and could adversely impact their value.

| ~~June~~September 30, 2025, Form 10-Q

2829

Table of Contents

~~Item 2.~~● ~~Unregistered~~Custody ~~Sales~~and Operational Risk: If we invest directly in digital assets, we will be exposed to operational and custody risks, including loss or theft of ~~Equity~~private ~~Securities~~keys, cybersecurity breaches, fraud, and ~~Use~~insolvency of ~~Proceeds~~custodians. If we invest via ETPs, we will be subject to risks specific to those funds, including tracking errors relative to the underlying asset, reliance on the sponsor and custodian, and management fees. ● Liquidity Risk: The trading venues for digital assets and related products may experience outages, disruptions, or other operational issues that can impair our ability to transact, especially during times of market stress. ● Tax and Accounting Impact: Changes in U.S. tax law, including the Corporate Alternative Minimum Tax (CAMT), could cause us to incur tax liabilities on unrealized gains in digital assets. Accounting standards require us to record changes in fair value through earnings each reporting period, which may increase our earnings volatility.

~~During the~~There ~~quarter~~is ~~ended~~no ~~June~~assurance ~~30,~~that any ~~2025,~~investment ~~the~~in ~~Company~~digital ~~entered~~assets ~~into~~will ~~Share~~result ~~Purchase~~in ~~Agreements~~a ~~(the~~positive ~~2025 SPAs) with multiple investors~~return, ~~relating to the sale~~ and ~~issuance~~we bymay ~~our~~incur ~~company~~losses tothat ~~investors~~could ofadversely anaffect ~~aggregate of 2,803,333 shares of~~ our ~~common stock~~business, ~~for a total purchase price~~ offinancial ~~$841~~condition,~~000,~~ ~~or $0.30 per share, subject to the terms~~ and ~~conditions~~results set forth in the 2025 SPAs. The investments are subject to customary closing conditions, including NYSE approval. As per the 2025 SPAs, the investors received piggyback registration rights subject to certain restrictions. Shares are intended to be exempt from registration under the Securities Act by virtue of ~~the provisions of Section 4 (a)(2) of the Securities Act~~operations.

Item 3 2. ~~Defaults~~Unregistered ~~Upon~~Sales ~~Senior~~of Equity Securities and Use of Proceeds

None.

Item 4 3. ~~Mine~~Defaults ~~Safety~~Upon ~~Disclosures~~Senior Securities

~~Not applicable~~None.

Item 5 4. ~~Other~~Mine ~~Information~~Safety Disclosures

~~None~~Not applicable.

|Item ~~June~~5. ~~30,~~Other ~~2025, Form 10-Q~~Information

29On October 10, 2025, the shareholders of IGC Pharma Inc. approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 600,000,000. Following shareholder approval, the amendment was filed with the State Department of Assessments and Taxation of Maryland. As of the date of this report, the increase in authorized capital is pending final effectiveness.

~~Table~~The Company will update stockholders regarding the final approval and effectiveness of ~~Contents~~the authorized capital increase in subsequent filings as appropriate.

~~Item 6.~~| ~~Exhibits~~September 30, 2025, Form 10-Q

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 filed on August 6, 2012).
3.2		Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland on March 7, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 21, 2023).
3.3		By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Post-Effective Amendment No.1 to Form S-3 filed on January 22, 2021).
3.4		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 8-K filed on March 21, 2023).
10.1		Extension of Master Loan Agreement between IGC Pharma, Inc. and O-Bank, CO., LTD.
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 Financial Officer.
32.1**		Certifications pursuant to 18 U.S.C. §1350.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Table ~~Filed~~of ~~herewith.~~Contents

**Item ~~Furnished herewith~~6. Exhibits

| June 30, 2025, Form 10-Q

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 filed on August 6, 2012).
3.2		Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland on March 7, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 21, 2023).
3.3		By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Company’s Post-Effective Amendment No.1 to Form S-3 filed on January 22, 2021).
3.4		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 8-K filed on March 21, 2023).
10.1		Sale of Assets and Manufacturing Agreement between Holi Hemp LLC, dba HH Processors, and Wellness Essentials Northwest Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 14, 2025).
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 Financial Officer.
32.1**		Certifications pursuant to 18 U.S.C. §1350.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

30* Filed herewith. ** Furnished herewith.

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

~~SIGNATURES~~| September 30, 2025, Form 10-Q

~~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.~~ 31

	IGC PHARMA, INC.
Date: August 14, 2025	By:	/s/ Ram Mukunda
		Ram Mukunda
		President and Chief Executive Officer (Principal Executive Officer)
Date: August 14, 2025	By:	/s/ Claudia Grimaldi
		Claudia Grimaldi
		Vice-president & Chief Compliance Officer (Principal Financial Officer)

Table of Contents

~~| June 30, 2025, Form 10-Q~~SIGNATURES

31Pursuant 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.

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	IGC PHARMA, INC.

Date: November 14, 2025	By:	/s/ Ram Mukunda
		Ram Mukunda
		President and Chief Executive Officer (Principal Executive Officer)

Date: November 14, 2025	By:	/s/ Claudia Grimaldi
		Claudia Grimaldi
		Vice-president & Chief Compliance Officer (Principal Financial Officer)

| September 30, 2025, Form 10-Q

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