Exhibit 10.12
IGC PHARMA, INC.
10224 Falls Road, Potomac, Maryland 20854
October 22, 2026
Ms. Claudia Grimaldi
5903 Barbados Place, Unit 201
North Bethesda, MD 20852
Re: Clarification to Agreement dated June 30, 2026
Dear Claudia,
This letter clarifies certain portions of the Agreement dated June 30, 2026, between IGC Pharma, Inc. (the “Company”) and Ms. Claudia Grimaldi (the “Agreement”). The specific clarifications are as follows:
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**1. **The Agreement is clarified to reflect an exchange. The Company is issuing shares of its common stock to Ms. Claudia Grimaldi in exchange for the outstanding loan owed by the Company to you.
** **
**2. **The amount of the loan made by you to the Company is $281,203. In exchange for the cancellation and satisfaction of that loan in full, the Company will issue 1,041,493 shares of common stock at an exchange price of $0.27 per share (the closing price on June 30, 2026, as published on Yahoo Finance, rounded down to the nearest whole share).
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**3. **The issued shares shall be restricted securities. They have not been registered under the Securities Act of 1933 and may not be sold except pursuant to an effective registration statement or an available exemption from registration. The DRS will bear a customary restrictive legend.
Please confirm your agreement by signing below.
Sincerely,
IGC PHARMA, INC.
| By: | /s/ Rohit Goel | |
| Name: | Rohit Goel, MBA, US-CPA | |
| Title: | Director of Finance and Principal Accounting Officer |
| /s/ Claudia Grimaldi | |
| Claudia Grimaldi, in her individual capacity |
Date: Oct 26 2026
IGC PHARMA, INC.
10224 Falls Road, Potomac, Maryland 20854
October 22, 2026
Mr. Ram Mukunda
8909 Tuckerman Lane
Potomac MD-20854
Re: Clarification to Agreement dated June 30, 2026
Dear Ram,
This letter clarifies certain portions of the Agreement dated June 30, 2026, between IGC Pharma, Inc. (the “Company”) and Mr. Ram Mukunda (the “Agreement”). The specific clarifications are as follows:
** **
**1. **The Agreement is clarified to reflect an exchange. The Company is issuing shares of its common stock to Mr. Ram Mukunda in exchange for the outstanding loan owed by the Company to you.
** **
**2. **The amount of the loan made by you to the Company is $286,540. In exchange for the cancellation and satisfaction of that loan in full, the Company will issue 1,061,260 shares of common stock at an exchange price of $0.27 per share (the closing price on June 30, 2026, as published on Yahoo Finance, rounded down to the nearest whole share).
** **
**3. **The issued shares shall be restricted securities. They have not been registered under the Securities Act of 1933 and may not be sold except pursuant to an effective registration statement or an available exemption from registration. The DRS will bear a customary restrictive legend.
Please confirm your agreement by signing below.
Sincerely,
IGC PHARMA, INC.
| By: | /s/ Rohit Goel | |
| Name: | Rohit Goel, MBA, US-CPA | |
| Title: | Director of Finance and Principal Accounting Officer |
| /s/ Ram Mukunda | |
| Ram Mukunda, in his individual capacity |
Date: Oct 22 2026