Purpose: 

1. To elect Mr. Richard Prins and Mr. Terry Lierman to the Company’s board of directors to serve as Class B directors until the 2027 Annual Meeting of Stockholders.

2. To ratify the appointment of Manohar Chowdhry & Associates, as the Company’s independent registered public accounting firm for the 2025 fiscal year.

3. To approve the grant of 5,000,000 shares of common stock, governed by the Company’s 2018 Omnibus Incentive Plan, to be granted from time to time to the Company’s current and new employees, advisors, directors, and consultants by the board of directors, pursuant to certain metrics including performance, vesting, and incentive as set by the board of directors and or the CEO.

4. To act upon such other matters as may properly come before the Annual Meeting, including any proposal to adjourn or postpone the Annual Meeting.

Record Date: The directors have fixed the close of business on June 28, 2024, as the record date for determining shareholders entitled to notice of and to vote at the meeting.

By Order of the Board of Directors of IGC Pharma Inc.