IGC Pharma (IGC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 10, 2025, with proxy materials distributed by August 25, 2025.

• Key proposals include director elections, auditor ratification, equity grants, an increase in authorized shares, and the adjournment proposal.

• Shareholders of record as of July 28, 2025, are eligible to vote; a majority of shares present is required for most proposals, with a two-thirds majority for the share increase.

Voting matters and shareholder proposals

• Election of Ram Mukunda and James Moran as Class C directors until 2028.

• Ratification of Manohar Chowdhry & Associates as independent auditors for fiscal 2026.

• Approval of a grant of 5,000,000 shares under the 2018 Omnibus Incentive Plan for employees, directors, advisors, and consultants.

• Amendment to increase authorized common stock from 150,000,000 to 600,000,000 shares.

• Authorization to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board divided into three classes with staggered three-year terms; majority are independent directors.

• Audit and Compensation Committees are composed of independent directors; a Nominating and Corporate Governance Committee is planned for the future.

• Board leadership separates Chairman and CEO roles; regular review of leadership structure.

• Directors are required to retain 35% of stock received as compensation.

• Code of Ethics and cybersecurity policy in place; all directors attended the 2024 annual meeting.