INDIA GLOBALIZATION CAPITAL, INC. MANAGEMENT REPORT OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-K)

The following is a discussion and analysis of the consolidated statement of
operations, liquidity and capital resources, and summary of cash flows, which
apply to Fiscal 2022 ending on March 31, 2022 and Fiscal 2021 ending on March
31, 2021. These statements should be read in conjunction with our consolidated
financial statements and the related notes that appear elsewhere in this Annual
Report on Form 10-K.



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



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



Overview


IGC has two segments: Life Sciences and Infrastructure.


Infrastructure Segment


The infrastructure business, in operation since 2008. The Company intends to continue infrastructure operations as the COVID-19 pandemic permits, including:

(i) Execution of construction contracts – The Company executes a $1.2 million road construction contract Kerala, India and recently secured another road reconstruction project for $289,000.



(ii) Rental of Heavy Construction Equipment - We rent equipment, such as motor
grader and rollers, to construction contractors. There was minimal revenue from
rentals in Fiscal 2022 due to seasonality and COVID-19 pandemic disruptions.



Life Sciences Segment



Over the Counter Products:



We have created a cannabinoid-based women's wellness brand, Holief™ for the
online channel and a CBD and caffeine infused energy drink, Sunday Seltzer™, for
distribution in wholesale channels.



? Holief™ is an all-natural, non-GMO, vegan, over-the-counter (“OTC”) line

products intended to treat menstrual cramps (dysmenorrhea) and premenstrual disorders

symptoms (“PMS”). Products are available online and through Amazon and

    other online channels.



o Sunday Seltzer™ is an all-natural, organic, carbonated energy drink with

natural caffeine from green tea extract, CBD, B vitamins, vitamin C, no added

sugars and no preservatives. The energy drink is available in two flavors,

pomegranate-lemon and peach-ginger. In addition, Sunday Seltzer™ is also

available in four flavors with CBD, B vitamins, vitamin C and caffeine free.

Both Holief™ and Sunday Seltzer™ comply with applicable federal, state and local laws and regulations.

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Biopharmaceutical:



Since 2014, we have focused a portion of our business on the application of
phytocannabinoids such as Tetrahydrocannabinol ("THC") and Cannabidiol ("CBD"),
among others, in combination with other compounds, to address efficacy for
various ailments and diseases such as Alzheimer's disease. As previously
disclosed, IGC submitted IGC-AD1, our investigational drug candidate for
Alzheimer's, to the FDA under Section 505(i) of the Federal Food, Drug, and
Cosmetic Act and received approval on July 30, 2020, to proceed with the Phase 1
trial on Alzheimer's patients.



The Company completed all dose escalation studies, and as announced by the
Company on December 2, 2021, the results of the clinical trial have been
submitted in the Clinical/Statistical Report ("CSR") filed with the FDA. The
Company is motivated by the potential that, with future successful results from
appropriate further trials, IGC-AD1 could contribute to relief for some of the
55 million people around the world expected to be impacted by Alzheimer's
disease by 2030 (WHO, 2021).



We have a two-pronged approach for our Alzheimer's drug development strategy,
the first prong is to investigate IGC-AD1 as an Alzheimer's symptoms modifying
agent and the second is to investigate TGR-63 as a disease modifying agent. This
involves conducting more trials on IGC-AD1 over the next few years, subject to
FDA approval, with the anticipated goal of demonstrating safety and efficacy and
potentially obtaining FDA approval for IGC-AD1 as a cannabinoid-based new drug
that can help manage agitation for patients suffering from Alzheimer's disease.
The second prong is to investigate the potential efficacy of TGR-63 on memory
and/or decreasing or managing plaques and tangles, some of the hallmarks of
Alzheimer's disease.



Our pipeline of investigational and development cannabinoid formulations also
includes pain creams and tinctures for pain relief. We believe that the
biopharmaceutical component of our Life Sciences strategy will take several more
years to mature and involves considerable risk; however, we also believe it may
involve greater defensible growth potential and first-to-market advantage.



Although there can be no assurance, we believe that additional investment in
clinical trials, research, and development ("R&D"), facilities, marketing,
advertising, and acquisition of complementary products and businesses supporting
our Life Sciences segment will be critical to the development and delivery of
innovative products and positive patient and customer experiences. We hope to
leverage our R&D and intellectual property to develop ground-breaking,
science-based products that are proven effective through planned pre-clinical
and clinical trials. Although there can be no assurance, we believe this
strategy has the potential to improve existing products and lead to the creation
of new products, which, based on scientific study and research, may offer
positive results for the management of certain conditions, symptoms, and side
effects.



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



COVID-19 Update



The infrastructure business, based in India and Hong Kong, had significantly
lower revenue in Fiscal Year 2022 due to the continued impact of the COVID-19
pandemic and restrictions imposed by governmental entities. We have limited
visibility into when economic conditions will recover in India and especially
Hong Kong. Specifically:



     1.   We incurred increased expenses on a $1.2 million road-building
          contract in India due to COVID-19 restrictions.
     2.   We manufactured, distributed, and donated alcohol-based hand
          sanitizers to help communities hit hard by the COVID-19 pandemic. We
          incurred the expense to provide hand sanitizers to the Federal
          Emergency Management Agency ("FEMA"), the Navajo Nation in Arizona,
          the Crow reservation in Montana, and the Sioux reservation in South
          Dakota.
     3.   Pandemic restrictions made it difficult to transport and process our
          harvested hemp crop in Arizona on a timely basis. This resulted in a
          $1.7 million adjustment to our inventory that also increased our SG&A.






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The global economic environment



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



Operational Excellence



We remain focused on continuing to build excellence broadly in three areas,
cannabinoid-based investigations, drug development and product manufacturing,
and online marketing. We believe these will give us a competitive advantage,
including building an increasingly agile and adaptable commercialization engine
with a strong customer-focused market expertise.



Workplace and Employees



We support broad public health strategies designed to prevent the spread of
COVID-19 and are focused on the health and welfare of our employees. We have
mobilized to enable our employees to accomplish our most critical goals through
a combination of remote work and in-person initiatives. In addition to rolling
out new technologies and collaboration tools, we have implemented processes and
resources to support our employees in the event an employee receives a positive
COVID-19 diagnosis. We have developed plans regarding the opening of our sites
to enable our employees to return to work in our global offices, the field, and
our manufacturing facilities, which take into account applicable public health
authority and local government guidelines, and which are designed to ensure
community and employee safety. We are moving to a more flexible mix of virtual
and in-person working to advance our culture, drive innovation and agility and
enable greater balance and well-being for our workforce.



Research and Development



With respect to our clinical trial activities, we have taken measures to
implement remote and virtual approaches, including remote data monitoring where
possible, to maintain safety and trial continuity, and to preserve study
integrity. We have seen delays in initiating trial sites, due to COVID-19. We
cannot guarantee that we will continue to perform our trials in a timely and
satisfactory manner as a result of the evolving effects of the COVID-19
pandemic. Similarly, our ability to recruit and retain patients and principal
investigators, and site staff who, as health care providers, may have heightened
exposure to COVID-19, may adversely impact our clinical trial operations.



Fiscal 2022 Highlights


? On March 28, 2022, Hamsa Biopharma India Pvt. ltd.a direct property

subsidiary of the Company, has signed a License Agreement with Jawaharlal Nehru

Advanced Scientific Research Center (“JNCASR”), an autonomous institution

under the Department of Science and Technology, Government of Indiaobtain

an exclusive license to the proprietary technology and know-how developed, and

ownership or assignment of certain patents and patent filings relating to

small molecule inhibitors with a naphthalene monoimide scaffold. The agreement

    with JNCASR is filed on Form 8K on May 12, 2022.



? On February 11, 2022the Company has received a Good Manufacturing Practice

    ("GMP") certification for its R&D facility in Maryland.



? The Company has completed all dose escalation studies and, as announced by the

Company on December 2, 2021the results of the phase 1 clinical trial on

IGC’s new THC-based investigational drug candidate, IGC-AD1, for patients with

Alzheimer’s disease, were submitted in the clinical/statistical report

    ("CSR") filed with the FDA.




  ?  October 28, 2021, the Company won Best CBD Topical award for its

broad-spectrum hemp extract cream called Holi Wonder™ in WE CBD Expo

    event held in Chicago, Illinois, U.S.




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? On October 5, 2021the Company has received a Good Manufacturing Practice (“GMP”)

certification for its facilities Vancouver, Washington, WE where is it

    its products.



? On September 17, 2021the Company has filed a provisional patent application with

the USPTO for our IGC-513 for compositions and methods for treating patients

    with dementia due to Alzheimer's disease.



? The Company licenses a patent application from the University of South Florida

entitled “Ultra-Low dose THC as a potential therapeutic and prophylactic agent

for Alzheimer’s disease.” The USPTO has issued a patent (#11,065,225) for this

deposit on July 20, 2021. The granted patent relates to the exclusive property of IGC

formulation, IGC-AD1, intended to aid in the treatment of individuals

    living with Alzheimer's disease.



? In fiscal 2022, the Company raised approximately $4.1 million fillet

proceeds from the issue of shares. The Company had entered into an “à la

market” (“ATM”) in accordance with the sales agreement (the “Agreement”)

between the January 13, 2021with The Reference Company, LLC (the sales

Agent”) for the issue and sale of up to $75 million Company shares

    of common stock, par value $0.0001 per share (the "Shares").




  ? On June 10, 2021, the Company received forgiveness for the full amount

borrowed pursuant to the Paycheck Protection Program Promissory Note (the “PPP

Note”) approx. $430,000. The PPP Rating has been established pursuant to

the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”)

    and administered by the U.S. Small Business Administration ("SBA").




Results of Operations



Fiscal 2022 vs. Fiscal 2021

The following table provides an overview of our operating results for fiscal years 2022 and 2021:

Statement of Operations (in thousands, audited)


                                                       Fiscal
                                                 2022          2021         Change        Percent
                                                  ($)           ($)           ($)          Change
Revenue                                              397           898          (501 )          (56 )%
Cost of revenue                                     (203 )        (785 )         582            (74 )%
Gross profit                                         194           113            81             72 %

Selling, general and administrative expenses (13,292 ) (7,908 )

   (5,384 )           68 %
Research and development expenses                 (2,330 )        (929 )      (1,401 )          151 %
Operating loss                                   (15,428 )      (8,724 )      (6,704 )           77 %
Impairment                                           (49 )        (169 )         120            (71 )%
Other income, net                                    461            82           379            462 %
Loss before income taxes                         (15,016 )      (8,811 )      (6,205 )           70 %
Income tax expense/benefit                             -             -             -              -

Net loss attributable to common shareholders (15,016 ) (8,811 )

  (6,205 )           70 %




Revenue - Revenue in Fiscal 2022 and Fiscal 2021, was primarily derived from our
Life Sciences segment, which involved sales of in-house brands and alcohol-based
hand sanitizers, among others. Revenue was approximately $397 thousand and $898
thousand for Fiscal 2022 and Fiscal 2021, respectively. In Fiscal 2022 we
de-emphasized the manufacturing and sale of low margin hand sanitizers and
shifted our focus to higher margin white label services and the sale of products
under our brands. This decreased our revenue. The infrastructure business had
lower revenue in Fiscal 2022 due to the continued impact of the COVID-19
pandemic and restrictions imposed by government entities.



Cost of revenue - Cost of revenue amounted to approximately $203 thousand for
Fiscal 2022, compared to $785 thousand in Fiscal 2021. This decrease in the cost
of revenue was attributable to decreased revenue. The cost of revenue in Fiscal
2022 is primarily attributable to the cost of raw materials, labor, and other
direct overheads required to produce our products. Our gross margin increased
from 12% to 48%, which reflects our increased focus on higher-margin services
and the sale of products under our brand.



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Selling, general and administrative expenses - Selling, general and
administrative expenses consist primarily of employee-related expenses, sales
commission, professional fees, legal fees, marketing, other corporate expenses,
allocated general overhead and provisions, depreciation, and write-offs relating
to doubtful accounts and advances, if any. Selling, general, and administrative
expenses increased by approximately $5.3 million or 68% to $13.2 million for
Fiscal 2022, from approximately $7.9 million for Fiscal 2021. The increase of
approximately $5.3 million is attributed to one-time expenses, which include
law-suit settlement expenses of approximately $264 thousand; impairment of
facility of $833 thousand; net realizable value ("NRV") adjustment of $1.7
million for the hemp crop; approximately $475 thousand in provisions for
advances paid; and approximately $1.7 million in provisions against inventory
that was stolen at our vendor's facility. In addition, the increase of
approximately $1.3 million is attributable to an increase in non-cash expenses.
Adjusting for approximately $5.3 million in one-time and non-cash expenses, the
SG&A for the fiscal year 2022 was lower by approximately $500 thousand.



Research and Development expenses: Research and Development ("R&D") expenses
were attributed to our Life Sciences segment. The R&D expenses increased by
approximately $1.4 million or 151% to $2.3 million in Fiscal 2022, from
approximately $929 thousand for Fiscal 2021. Expenses increased by $1.4 million
due to the now completed Phase 1 clinical trial. We expect R&D expenses to
increase with the progression of Phase 2 trials on IGC-AD1 and pre-clinical
trials on TGR-63.



Impairment loss - Impairment loss amounted to approximately $49 thousand for
Fiscal 2022, compared to $169 thousand in Fiscal 2021. This decrease in the
impairment loss was attributable to the Company recording an impairment of $169
thousand as of March 31, 2021, in Evolve I. During Fiscal 2022, the Company
received 44 thousand shares of IGC common stock, which had been granted pursuant
to the Purchase Agreement. Accordingly, the Company canceled the shares and
impaired its remaining investment of approximately $37 thousand.



Other Income, net -Other income for Fiscal 2022 and 2021 is approximately $461
thousand and $82 thousand, respectively. The increase was due to the forgiveness
of a PPP loan in the amount of $430 thousand. Other income includes interest
income, rental income, dividend income, and unrealized gains from marketable
securities, net, and income from sale of scrap, among others.



Cash and capital resources



Our sources of liquidity are cash and cash equivalents, funds raised through "at
the market" ("ATM") offerings, cash flows from operations, short-term and
long-term borrowings, and short-term liquidity arrangements. The Company
continues to evaluate various financing sources and options to raise working
capital to help fund current research and development programs and operations.
The Company does not have any material long-term debt, capital lease obligations
or other long-term liabilities, except as disclosed in this report. Please refer
to Note 12, "Commitments and contingencies", Note 11, "Loans and Other
Liabilities" and Note 9, "Leases" in Item 8 of this report for further
information on Company commitments and contractual obligations.



While the Company believes its existing balances of cash, cash equivalents and
marketable securities and other short-term liquidity arrangements will be
sufficient to satisfy its working capital needs, capital asset purchases, share
repurchases, debt repayments, investments, including but not limited to, mutual
funds, treasury bonds, cryptocurrencies, and other asset classes, clinical
trials and other liquidity requirements, if any, associated with its existing
operations over the next 12 months, it will raise money as and when it is able
to do so. The Company continues to utilize the ATM to raise capital. Shares
issuable under the ATM could be dilutive to the Company's shareholders. In
addition, the Company shifted its focus to higher margin white label services
and the sale of products under our brands. Management is actively monitoring the
impact of COVID-19 on the Company's financial condition, liquidity, operations,
suppliers, industry, legal expenses, and workforce.



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



                                                   (in thousands, audited)

                                                As of                  As of
                                            March 31, 2022         March 31, 2021       Change
                                                 ($)                    ($)               ($)         Percent Change
Cash, cash equivalents                               10,460                 14,548        (4,088 )                (28 )%
Working capital                                      12,670                 21,149        (8,470 )                (40 )%




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Cash and cash equivalents



Cash and cash equivalents decreased by approximately $4 million to $10.5 million
in Fiscal 2022, from $14.5 million in Fiscal 2021, a decrease of approximately
28%.



The major decrease was due to approximately $741 thousand used in the purchase
of property, plant, and equipment and acquisition of intangible assets and a net
cash loss of approximately $7.5 million, part of which was set-off with
approximately $4.1 million of net proceeds from the issuance of equity stock
through an ATM offering.



Summary of Cash flows



                                             (in thousands, audited)

                                                      Fiscal
                                               2022             2021         Change
                                               ($)               ($)           ($)         Percent Change
Cash used in operating activities                (7,462 )       (10,800 )       3,338                  (31 )%
Cash (used in)/provided by investing
activities                                         (742 )         3,387        (4,129 )               (122 )%
Cash provided by financing activities             4,142          14,688       (10,546 )                (72 )%
Effects of exchange rate changes on cash
and cash equivalents                                (26 )            15           (41 )               (273 )%
Net increase/(decrease) in cash and cash
equivalents                                      (4,088 )         7,290       (11,378 )               (156 )%
Cash and cash equivalents at the
beginning of the period                          14,548           7,258         7,290                  100 %
Cash and cash equivalents at the end of
the period                                       10,460          14,548        (4,088 )                (28 )%




Operating Activities



Net cash used in operating activities for Fiscal 2022, was approximately $7.5
million. It consists of a net loss of approximately $15 million, a positive
impact on cash due to non-cash expenses of approximately $5 million, and changes
in operating assets and liabilities of approximately $2.5 million. Non-cash
expenses consist of an amortization/depreciation charge of approximately $651
thousand, impairment of investment of $49 thousand, provision against debtor &
advances of $1.7 million, stock-based expenses of approximately $2.2 million,
and a one-time impairment of PPE of $833 thousand and an off set of $430
thousand due to the forgiveness of a PPP Loan. In addition, changes in operating
assets and liabilities had a positive impact of approximately $2.5 million on
cash, of which approximately $1.9 million is due to an adjustment in inventory
and approximately $504 thousand increase in accounts payable..



Net cash used in operating activities for Fiscal 2021 was approximately $10.8
million. It consists of a net loss of approximately $8.8 million, a positive
impact on cash due to non-cash expenses of approximately $1.3 million, and a
negative impact due to changes in operating assets and liabilities of
approximately $3.3 million. Non-cash expenses consist of an
amortization/depreciation charge of approximately $478 thousand, impairment of
investment of $169 thousand, and stock-based expenses of approximately $658
thousand. In addition, changes in operating assets and liabilities had a
negative impact of approximately $3.3 million on cash, of which approximately
$1.2 million is due to an adjustment in inventory, approximately $2.2 million
due to deposits and advances, and a positive impact of approximately $100
thousand for other adjustments in net assets.



Investing Activities


Net cash used in investing activities for fiscal year 2022 was approximately
$742,000which includes approximately $535,000 for intellectual property acquisition and filing costs, approximately $207,000 for the purchase of fixed assets.



Net cash provided by investing activities during Fiscal 2021 was approximately
$3.4 million which comprises approximately $122 thousand for the acquisition and
filing expenses related to intellectual property, purchase of property, plant,
and equipment of $1.5 million, sale of property, plant, and equipment of
approximately $47 thousand and investments of approximately $149 thousand in
non-marketable securities, and proceeds from investment of approximately $5
million, in marketable securities.



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Financing Activities



Net cash provided by financing activities was approximately $4.1 million for
Fiscal 2022, which comprises net proceeds from issuance of equity stock through
the ATM offering, net of all expenses related to the issuance of stock.



Net cash provided by financing activities was approximately $14.7 million for
Fiscal 2021, which comprises proceeds from borrowings of approximately $580
thousand, repayment of loan of approximately $50 thousand, and approximately
$14.2 million net proceeds from ATM sales.



Significant Accounting Policies and Estimates



The preparation of financial statements and related disclosures in conformity
with U.S. GAAP and the Company's discussion and analysis of its financial
condition and operating results require the Company's management to make
judgments, assumptions, and estimates that affect the amounts reported in its
consolidated financial statements and accompanying notes. We base our estimates
on historical experience, as appropriate, and on various other assumptions that
we believe to be reasonable under the circumstances. Actual results may differ
from these estimates, and such differences may be material.



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



Revenue Recognition


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

ASC 606 prescribes a 5-step process to achieve its basic principle. The Company recognizes revenue from the trading, rental or sale of products as follows:

I. Identify the contract with the customer.

II. Identify contractual performance obligations.

III. Determine the consideration amount/transaction price.

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

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

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



Revenue in the Infrastructure segment is recognized for the renting business
when the equipment is rented and terms of the agreement have been fulfilled
during the period. Revenue from the execution of infrastructure contracts is
recognized on the basis of the output method as and when part of the performance
obligation has been completed and approval from the contracting agency has been
obtained after survey of the performance completion as of that date. In the Life
Sciences segment, the revenue from the wellness and lifestyle business is
recognized once goods have been sold to the customer and the performance
obligation has been completed. 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 tolling services
is recognized when the performance obligation, such as processing of the
material, has been completed and output material has been transferred to the
customer.



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Net sales disaggregated by significant products and services for Fiscal 2022 and
2021 are as follows:



                                  (in thousands)
                                Year Ended March 31
                               2022            2021
                                ($)             ($)
Infrastructure segment
Rental income (1)                   23               1
Construction contracts (2)          15             174

Life Sciences segment
Wellness and lifestyle (3)         316             688
White label services (4)            43              35
Total                              397             898



(1) Rental income consists of rental income from heavy construction equipment.

(2) Construction revenue consists of the execution of contracts directly or through subcontractors.

(3) Relates to Life Sciences segment revenues, including the sale of wellness and lifestyle products such as hand sanitizers, bath bombs, lotions, gummies, beverages, l raw hemp extract, hemp isolate and hemp distillate.

(4) Relates to revenue from the Life Sciences segment, including income white
label services, which refers to a fully supported product or service that is
made by us but sold by another company.



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 $124 thousand of
accounts receivable, net of provision for the doubtful debt of $93 thousand as
of March 31, 2022, as compared to $175 thousand of accounts receivable, net of
provision for the doubtful debt of $63 thousand as of March 31, 2021. Most of
our account receivables are from infrastructure segment.



Short and long term investments



Our policy for short-term and long-term investments is to establish a
high-quality portfolio that preserves principal, meets liquidity needs, avoids
inappropriate concentrations, and delivers an appropriate yield in relationship
to our investment guidelines and market conditions. Short-term and long-term
investments consist of corporate, various government agency and municipal debt
securities, as well as certificates of deposit that have maturity dates that are
greater than 90 days. Certificates of deposit and commercial paper are carried
at cost which approximates fair value. Available-for-sale securities:
Investments in debt securities that are classified as available for sale shall
be measured subsequently at fair value in the statement of financial position.



Investments are initially measured at cost, which is the fair value of the
consideration given for them, including transaction costs. Where the Company's
ownership interest is in excess of 20% and the Company has a significant
influence, the Company has accounted for the investment based on the equity
method in accordance with ASC Topic 323, "Investments - Equity method and Joint
Ventures." Under the equity method, the Company's share of the post-acquisition
profits or losses of the equity investee is recognized in the consolidated
statements of operations and its share of post-acquisition movements in
accumulated other comprehensive income / (loss) is recognized in other
comprehensive income / (loss). Where the Company does not have significant
influence, the Company has accounted for the investment in accordance with ASC
Topic 321, "Investments-Equity Securities."



From March 31, 2022the Company does not hold any investment in transferable securities.



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Impairment



The Company regularly reviews its investment portfolio to determine if any
security is other-than-temporarily impaired, which would require the Company to
record an impairment charge in the period any such determination is made. In
making this determination, the Company evaluates, among other things, the
duration and extent to which the fair value of a security is less than its cost;
the financial condition of the issuer and any changes thereto; and the Company's
intent to sell, or whether it will more likely than not be required to sell, the
security before recovery of its amortized cost basis. The Company's assessment
of whether a security is other-than-temporarily impaired could change in the
future due to new developments or changes in assumptions related to any
particular security, which would have an adverse impact on the Company's
financial condition and operating results. The estimated amount of liability is
based on the information available to us with respect of bank debt and other
borrowings. During Fiscal 2022 and Fiscal 2021 the Company impaired investments
of approximately $49 thousand and $169 thousand, respectively.



Inventory


Inventories are valued at the lower of cost or net realizable value, which is defined as estimated selling prices in the ordinary course of business less reasonably foreseeable costs of completion, disposal and transportation.



Inventory consists of raw materials, finished goods related to wellness
products, hand sanitizers, finished hemp-based products, beverages, among others
as well as work-in-progress such as extracted crude oil, hemp-based isolate,
growing crops, and herbal oils, among others. Work-in-progress also includes
product manufacturing in process, costs of growing hemp, in accordance with
applicable laws and regulations including but not limited to labor, utilities,
fertilizers, and irrigation. Inventory is primarily accounted for using the
weighted average cost method. Primary costs include raw materials, packaging,
direct labor, overhead, shipping, and the depreciation of manufacturing
equipment. Manufacturing overhead and related expenses include salaries, wages,
employee benefits, utilities, maintenance, and property taxes.



Harvested crops are valued at net realizable value, with changes recognized in profit or loss only when the harvested crop:

– has a reliable, easily determinable and realizable market value;

– has relatively insignificant and predictable disposal costs; and

– is available for immediate delivery.



The Company believes its harvested crops do not have a readily available market.
Hence, in fiscal 2021, the Company values its harvested crops at cost. Please
refer to Note 3, "Inventory," of Notes to Consolidated Financial Statements for
further information.



Abnormal amounts of idle facility expense, freight, handling costs, scrap,
discontinued products and wasted material (spoilage) are expensed in the period
they are incurred. For further information refer to Note 3, "inventory" of Notes
to Consolidated Financial Statements.



Stock-Based compensation



The Company accounts for stock-based compensation to employees and non-employees
in conformity with the provisions of ASC Topic 718, "Stock-Based Compensation."
The Company expenses stock-based compensation to employees over the requisite
vesting period based on the estimated grant-date fair value of the awards. The
Company accounts for forfeitures as they occur. Stock-based awards are
recognized on a straight-line basis over the requisite vesting period. For
stock-based employee compensation cost recognized at any date will be at least
equal to the amount attributable to the share-based compensation that is vested
at that date.



For performance-based awards, stock-based compensation expense is recognized
over the expected performance achievement period of individual performance
milestones when the achievement of each individual performance milestone becomes
probable by best of management estimate. For performance-based awards with a
vesting schedule based entirely on the attainment of performance conditions,
stock-based compensation expense associated with each tranche is recognized over
the expected achievement period for the operational milestone, beginning at the
point in time when the relevant operational milestone is considered probable to
be achieved.



For market-based awards, stock-based compensation expense is recognized over the
expected achievement period. The fair value of such awards is estimated on the
grant date using binomial lattice model.



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The Company estimates the fair value of stock option grants using the
Black-Scholes option-pricing model. The assumptions used in calculating the fair
value of stock-based awards represent Management's best estimates. Generally,
the closing share price of the Company's common stock on the date of grant is
considered the fair-value of the share. The volatility factor is determined
based on the Company's historical stock prices. The expected term represents the
period that our stock-based awards are expected to be outstanding. The Company
has never declared or paid any cash dividends. For further information refer to
Note 14, "Stock-Based Compensation" of Notes to Consolidated Financial
Statements.



Income Taxes



The Company accounts for income taxes under the asset and liability method,
which requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the
financial statements. Under this method, deferred tax assets and liabilities are
determined based on the differences between the financial statements and tax
base of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse. Valuation allowances are
established when necessary, to reduce deferred tax assets to the amount expected
to be realized. The Company has incurred net operating loss for
financial-reporting and tax-reporting purposes. Accordingly, for Federal and
State income tax purposes, the benefit for income taxes has been offset entirely
by a valuation allowance against the related federal, state, and foreign
deferred tax assets.



Foreign currency translation



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



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



                            Period End Average Rate                  Period End Rate
Period                            (P&L rate)                       (Balance sheet rate)
Year ended March
31, 2022           INR          74.50    Per    USD        INR          75.91    Per  USD

                   HKD           7.78    Per    USD        HKD           7.83    Per  USD

                   COP          3,830    Per    USD        COP          3,748    Per  USD
Year ended March
31, 2021           INR          74.23    Per    USD        INR          73.15    Per  USD

                   HKD           7.75    Per    USD        HKD           7.77    Per  USD

                   COP          3,693    Per    USD        COP          3,691    Per  USD




Cybersecurity


We have implemented a cybersecurity policy and have implemented stricter cybersecurity measures to protect against hackers. Adhering to these security and compliance measures is expected to incur additional expense. In fiscal year 2022 and fiscal year 2021, there were no known or detected cybersecurity breaches.



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Recently issued and adopted accounting pronouncements



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



Off-balance sheet arrangements



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

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