##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-KSB
 
 þ
    
    Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934.
 For the fiscal year ended March 31, 2006
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act.
 Commission file number 001-32830
 INDIA GLOBALIZATION CAPITAL, INC.
  Maryland
(State or other jurisdiction of
incorporation or organization)
    
    20-2760393
(I.R.S. Employer Identification No.)
 4336 Montgomery Ave.
 Bethesda, Maryland 20814
 (301) 983-0998
  Title of Each Class
    
    Name of exchange on which registeredUnits, each consisting of
one share of Common Stock and two Warrants
    
    American Stock ExchangeCommon Stock
Common Stock Purchase Warrants
    
    American Stock Exchange
American Stock Exchange
  None
 o þ
 o þ
 o
 þ o
 þ
 þ o
 None.
   o þ




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##### Table of Contents



PART I
 Item 1.
    
    DESCRIPTION OF BUSINESS.
  Our Initial Public Offering
   2




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Determinate Factors for Acquisition Opportunities
  
    
    India is the worlds third most populous country (2006 estimate). Indias population is
approximately 1.1 billion, with a total labor force of approximately 496.4 million (2005
estimate).
    
    Inflation is approximately 4.6% (2005 estimate).
    
    Indias exports are approximately $76.23 billion on a free on board basis (2005 estimate).
    
    Indias top six export partners as of 2004 are the following:
 1)
    
    United States (approximately 17%);2)
    
    United Arab Emirates (approximately 8.8%);3)
    
    China (approximately 5.5%);4)
    
    Hong Kong (approximately 4.7%); and5)
    
    United Kingdom and Singapore (tied at approximately 4.5%).
 
    
    Indias reserves of foreign exchange and gold are approximately $145 billion (2005
estimate).
 
    
    The Indian currency is the rupee. Over the past three years on average US $1.00 was
equivalent to approximately:
 1)
    
    44.101 Indian rupees in 2005;2)
    
    45.317 Indian rupees in 2004; and3)
    
    46.583 Indian rupees in 2003.
 3




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Rapidly Growing Economy:
 GDP as measured interms of PPP
    
    Percentage growth rateNation
    
    (2005 estimate)
    
    (2005 estimate)United States
    
    $12.36 trillion
    
    
    3.5China
    
    $8.859 trillion
    
    
    9.9Japan
    
    $4.018 trillion
    
    
    2.7India
    
    $3.611 trillion
    
    
    7.6Germany
    
    $2.504 trillion
    
    
    0.9United Kingdom
    
    $1.830 trillion
    
    
    1.8France
    
    $1.816 trillion
    
    
    1.4Italy
    
    $1.698 trillion
    
    
    0.1
  A Commitment to Stability and Economic Reforms:
 Identification of Industry Sectors
  Business Process Outsourcing and Information Technology:
 4




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
    
    Knowledge-based and Other Back Office Outsourcing: As labor costs for
information technology and similar professionals soar in the U.S. and technology
facilitates communication between persons in disparate parts of the world, we believe that
the benefits of outsourcing knowledge-based and back office functions to countries such as
India will be increasingly utilized by businesses all over the world. We may consider
sectors, such as software development, research and development, information technology,
telecommunications outsourcing, financial services, and customer care.
 
    
    Pharmaceutical and Health Services: As healthcare costs soar in the U.S., we
believe that the benefits of outsourcing medical services, drug manufacturing or medical
transcription to countries such as India, will be increasingly utilized in the healthcare
industry and by consumers all over the world. For example, medical transcription (where
medical dictation is converted by workers in India into print) is an area that has taken
advantage of the lower labor rates in India and other countries. Other areas that are
expected to benefit from outsourcing are generic drug manufacturing, drug trial testing,
and telemedicine. For example, we may consider buying a middle-tier generic drug
manufacturer with a U.S. Federal Drug Administration approved manufacturing plant and
combining it with a distributor in the U.S. to create a vertical generic drug manufacturing
and distribution company.
 Infrastructure:
  Engaging in a Business Combination
 General
  5




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Sources of target businesses
    6




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Selection of target businesses and structuring of a business combination
   
    
    financial condition, results of operation and repatriation regulations;
    
    growth potential both in India and growth potential outside of India;
    
    capital requirements;
    
    experience and skill of management and availability of additional personnel;
    
    competitive position;
    
    barriers to entry into the businesses industries;
    
    potential for compliance with generally accepted accounting principles (GAAP), SEC
regulations, Sarbanes-Oxley requirements and capital requirements;
    
    domestic and global competitive position and potential to compete in the U.S. and other markets;
    
    position within a sector and barriers to entry;
    
    stage of development of the products, processes or services;
    
    degree of current or potential market acceptance of the products, processes or services;
    
    proprietary features and degree of intellectual property or other protection of the
products, processes or services;
    
    regulatory environment of the industry and the Indian governments policy towards the sector; and
    
    costs associated with effecting the business combination.
    7




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Fair market value of target businesses
  Audited Financial Statements
  Possible lack of business diversification
  
    
    result in our dependency upon the performance of a single or small number of operating
businesses;
    
    result in our dependency upon the development or market acceptance of a single or limited number
of products, processes or services; and
    
    subject us to numerous economic, competitive and regulatory developments, any or all of which
may have a substantial adverse impact upon the particular industry in which we may operate subsequent to
a business combination.
  8




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Limited ability to evaluate the target business management
   Opportunity for stockholder approval of business combination
   Conversion rights
  9




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Liquidation if no business combination
     Employees
  10




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Item 2.
    
    DESCRIPTION OF PROPERTY.
  Item 3.
    
    LEGAL PROCEEDINGS.
  Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  PART II
 Item 5.
    
    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
  Fiscal Year Ended March 31, 2006
    
    High
    
    LowMarch 31, 2006
    
    $
    6.79
    
    
    $
    6.31
  Unregistered Sales of Equity Securities
  Use of Proceeds from the Public Offering
   Aggregate price of the
    
    
    
    Aggregate price of theAmount Registered
    
    amount registered
    
    Amount Sold
    
    amount sold to date11,304,500 units
    
    $
    67,827,000
    
    
    11,304,500 units
    
    $
    67,827,000
 
 Item 6.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS.
 Forward-Looking Statements
  11




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Plan of Operation
   
    
    may significantly reduce the equity interest of our stockholders;
    
    will likely cause a change in control if a substantial number of our shares of common
stock or voting preferred stock are issued, which may affect, among other things, our
ability to use our net operating loss carry forwards, if any, and may also result in the
resignation or removal of one or more of our present officers and directors;
    
    may adversely affect the voting power or other rights of holders of our common stock if
we issue preferred stock with dividend, liquidation, conversion or other rights superior to
the common stock; and
    
    may adversely affect prevailing market prices for our common stock, warrants or units.
  
    
    may lead to default and foreclosure on our assets if our operating revenues after a
business combination are insufficient to pay our debt obligations;
    
    may cause an acceleration of our obligations to repay the debt even if we make all
principal and interest payments when due if we breach the covenants contained in the terms
of the debt documents, such as covenants that require the maintenance of certain financial
ratios or reserves, without a waiver or renegotiation of such covenants;
    
    may create an obligation to immediately repay all principal and accrued interest, if
any, upon demand to the extent any debt securities are payable on demand; and
    
    may hinder our ability to obtain additional financing, if necessary, to the extent any
debt securities contain covenants restricting our ability to obtain additional financing
while such security is outstanding, or to the extent our existing leverage discourages
other potential investors.
  12




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
    
    Payment of the purchase price for the business combination;
    
    Payment of the fees and costs due to Ferris, Baker Watts, Inc. as representative of the
underwriters and financial advisor to the company;
    
    Payment of any finders fees or professional fees and costs; and
    
    Payment of any fees and costs the Company may incur in connection with any equity or
debt financing relating to the business combination.
    
    In addition, the Company will repay the outstanding balance of the aggregate $870,000 in
loans made by Mr. Mukunda and Dr. Krishna to the Company and any deferred expenses.
  
    
    Approximately $300,000 of expenses for legal, accounting and other expenses attendant to
the due diligence investigations, structuring and negotiating of a business combination;
    
    Approximately $185,000 of expenses for the due diligence and investigation of a target
business;
    
    Approximately $115,000 of expenses in legal and accounting fees relating to our SEC
reporting obligations;
    
    Approximately $96,000 of expenses in fees relating to our office space and certain
general and administrative services; and
    
    Approximately $184,000 for travel, general working capital that will be used for
miscellaneous expenses and reserves, including for director and officer liability insurance
premiums, deposits, down payments and/or funding of a no shop provision in connection
with a prospective business transaction and for international travel with respect to
negotiating and finalizing a business combination.
    13




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Competition
  
    
    our obligation to seek stockholder approval of a business combination or obtain the
necessary financial statements to be included in the proxy materials to be sent to
stockholders in connection with a proposed business combination may delay the completion of
a transaction;
    
    our obligation to convert into cash shares of common stock held by our public
stockholders in certain instances may reduce the resources available to us for a business
combination; and
    
    our outstanding warrants and the purchase option granted to Ferris, Baker Watts, Inc.,
and the future dilution they potentially represent, may not be viewed favorably by certain
target businesses.
   Off Balance Sheet Arrangements
 
 14




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##### 



Item 7. FINANCIAL STATEMENTS.
 INDEX TO FINANCIAL STATEMENTS
  
 PageReport of independent registered public accounting firm
    
    
    16Balance sheet as of March 31, 2006
    
    
    17Statement of operations for the period from April 29, 2005 (date of inception) through March 31, 2006
    
    
    18Statement of stockholders equity for the period from April 29, 2005 (date of inception) through
March 31, 2006
    
    
    19Statement of cash flows for the period from April 29, 2005 (date of inception) through March 31, 2006
    
    
    20Notes to financial statements
    
    
    21CertificationCertificationCertificationCertification
  15




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      GOLDSTEIN GOLUB KESSLER LLP
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India Globalization Capital, Inc.
(a development stage company)
 
 BALANCE SHEET
 March 31, 2006ASSETSCurrent Assets:Cash
    
    $
    2,210Investments held in Trust Fund
    
    
    65,825,016Prepaid expenses and other current assets
    
    
    76,766Total Current Assets
    
    
    65,903,992Deferred tax assetsFederal and State, net of valuation allowance
    
    
    25,000Total Assets
    
    $
    65,928,992LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accrued expenses
    
    $
    286,105Notes payable to stockholders
    
    
    870,000Taxes payable
    
    
    70,000Due to Underwriters
    
    
    1,769,400Total current liabilities
    
    
    2,995,505Common stock subject to possible conversion, 2,259,770 at conversion value (Note A)
    
    
    12,762,785COMMITMENTSSTOCKHOLDERS EQUITYPreferred stock $.0001 par value; 1,000,000 shares authorized; none issued and outstanding
    
    
    Common stock  $.0001 par value; 75,000,000 shares authorized; issued and outstanding 13,974,500
    
    
    1,397Additional paid-in capital
    
    
    50,077,404Earnings accumulated during the development stage
    
    
    91,901Total stockholders equity
    
    
    50,170,702Total liabilities and stockholders equity
    
    $
    65,928,992
  17




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India Globalization Capital, Inc.
(a development stage company)
 
 STATEMENT OF INCOME
 April 29, 2005(Date of inception)through March 31, 2006Legal and formation, travel and other start up costs
    
    $
    73,683Interest income
    
    $
    210,584Income before income taxes
    
    $
    136,901Provision for income taxes, net
    
    $
    45,000Net Income
    
    $
    91,901Net income per share: Basic and diluted
    
    $
    0.03Weighted average number of shares outstandingbasic and diluted
    
    
    3,191,000
  18




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India Globalization Capital, Inc.
(a development stage company)
 STATEMENT OF STOCKHOLDERS EQUITY
 EarningsAccumulatedAdditional
    
    
    during the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Development
    
    
    Stockholders'Shares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityIssuance of common stock to founders at
$.01 per share (1,750,000 shares on May 5, 2005
and 750,000 shares on June 20, 2005)
    
    
    2,500,000
    
    
    $
    250
    
    
    $
    24,750
    
    
    
    
    
    
    $
    25,000Surrendered shares (on September 7, 2005 and
February 5, 2006 of 62,500 and 137,500
respectively)
    
    
    (200,000
    )
    
    
    (20
    )
    
    
    20
    
    
    
    
    
    
    
    Issuance of common stock to founders at $.01 per
share on February 5, 2006
    
    
    200,000
    
    
    
    20
    
    
    
    1,980
    
    
    
    
    
    
    
    2,000Sale of 170,000 units in a private placement
    
    
    170,000
    
    
    
    17
    
    
    
    1,019,983
    
    
    
    
    
    
    
    1,020,000Sale of 11,304,500 units, net of underwriters
discount and offering expenses (including
2,259,770 shares subject to possible conversion)
and $100 from underwriters option.
    
    
    11,304,500
    
    
    
    1,130
    
    
    
    61,793,456
    
    
    
    
    
    
    
    61,794,586Proceeds subject to possible conversion of shares
    
    
    
    
    
    
    
    
    
    
    (12,762,785
    )
    
    
    
    
    
    
    (12,762,785
    )Net income for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    91,901
    
    
    
    91,901Balance at March 31, 2006
    
    
    13,974,500
    
    
    $
    1,397
    
    
    $
    50,077,404
    
    
    $
    91,901
    
    
    $
    50,170,702
  19




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India Globalization Capital, Inc.
(a development stage company)
 STATEMENT OF CASH FLOWS
 April 29, 2005(Date of Inception)throughMarch 31, 2006Cash flows from operating activities:Net income
    
    
    
    
    
    $
    91,901Adjustment to reconcile net income to net cash provided by (used in) operating activities:Interest earned on Treasury Bills
    
    
    
    
    
    
    (203,022
    )Deferred taxes
    
    
    
    
    
    
    (25,000
    )Changes in:Prepaid expenses and other current assets
    
    
    
    
    
    
    (76,766
    )Accrued expenses
    
    
    
    
    
    
    47,679Taxes payable
    
    
    
    
    
    
    70,000Net cash used in operating activities
    
    
    
    
    
    
    (95,208
    )Cash flows from investing activities:Purchase of treasury bills
    
    
    
    
    
    
    (131,229,427
    )Maturity of treasury bills
    
    
    
    
    
    
    65,780,000Increase in cash held in trust
    
    
    
    
    
    
    (172,567
    )Net Cash used in investing activities
    
    
    
    
    
    
    (65,621,994
    )Cash flows from financing activities:Issuance of common stock to founders
    
    
    
    
    
    
    27,000Payments of offering costs
    
    
    
    
    
    
    (4,024,688
    )Proceeds from notes payable to stockholders
    
    
    
    
    
    
    870,000Proceeds from issuance of underwriters option
    
    
    
    
    
    
    100Gross proceeds from initial public offering
    
    
    
    
    
    
    67,827,000Proceeds from private placement
    
    
    
    
    
    
    1,020,000Cash provided by financing activities
    
    
    
    
    
    
    65,719,412Net increase in cash and cash at end of period
    
    
    
    
    
    $
    2,210Supplemental schedule of non cash financing activities:Accrual of offering costs
    
    
    
    
    
    $
    238,426Accrual of deferred underwriters fees
    
    
    
    
    
    $
    1,769,400
  20




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22




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Investment held for the benefit of the Company
    
    $
    63,845,850Investment held for the benefit of the Underwriter
    
    
    1,769,400Investment earnings (available to fund Company expenses up to a maximum of $2,150,000)
    
    
    209,766$
    65,825,016
     23




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Current:Federal
    
    $
    70,000Deferred:Federal
    
    
    (25,000
    )Net tax provision
    
    $
    45,000
  Statutory Federal income tax rate
    
    
    34
    %State tax
benefit net of federal tax
    
    
    (3
    )%Increase in
state valuation allowance
    
    
    3
    %Other
    
    
    (1
    )%Effective income tax rate
    
    
    33
    %
  Operating
costs deferred for income tax purposes
    
    $
    30,000Less:
Valuation Allowance
    
    
    (5,000
    )Net deferred
tax asset
    
    $
    25,000
      24




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25




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Item 8.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
  Item 8A.
    
    CONTROLS AND PROCEDURES.
   Item 8B.
    
    OTHER INFORMATION.
  PART III
 Item 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT.
 Directors, Executive Officers and Special Advisors
  Name
    
    Age
    
    PositionDr. Ranga Krishna
    
    43
    
    Chairman of the BoardRam Mukunda
    
    47
    
    Chief Executive Officer, President and DirectorJohn Cherin
    
    65
    
    Chief Financial Officer, Treasurer and DirectorSudhakar Shenoy
    
    59
    
    DirectorSuhail Nathani
    
    41
    
    DirectorLarry Pressler
    
    64
    
    Special AdvisorP.G. Kakodkar
    
    70
    
    Special AdvisorShakti Sinha
    
    49
    
    Special AdvisorDr. Prabuddha Ganguli
    
    57
    
    Special AdvisorDr. Anil K. Gupta
    
    56
    
    Special Advisor
 Dr. Ranga Krishna,
 26




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Mr. Ram Mukunda,
  Mr. John Cherin,
 Sudhakar Shenoy,
 Suhail Nathani,
 27




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Senator Larry Pressler,
    P. G. Kakodkar,
  Shakti Sinha,
 Dr. Prabuddha Ganguli
 28




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Dr. Anil K. Gupta,
    Committee of the Board of Directors
   29




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Financial Experts on Audit Committee
   Nomination to Board
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Item 10.
    
    EXECUTIVE COMPENSATION.
   30




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Item 11.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
  
    
    each person known by us to be the beneficial owner of more than 5% of
our outstanding shares of common stock;
    
    each of our executive officers, directors and our special advisors;
and
    
    all our officers and directors as a group.
 Security Ownership of Certain Beneficial Owners
  Amount and Nature ofTitle of Class
    
    Name and Address of Beneficial Owner1
    
    Beneficial Ownership
    
    Percent of ClassCommon Stock
    
    Ram Mukunda
    
    1,675,000 shares(2)
    
    
    11.99
    %
 
 (1)
    
    Unless otherwise noted, the business address of each of the following is 4336 Montgomery
Avenue, Bethesda, Maryland, 20814.(2)
    
    Mr. Mukundas number of shares includes 425,000 shares owned by his wife, Parveen Mukunda.
The beneficial ownership listed in this chart for Mr. Mukunda does not include the 33.334
units purchased in the private placement immediately prior to our initial public offering. Security Ownership of Management
  Amount and Nature ofTitle of Class
    
    Name and Address of Beneficial Owner1
    
    Beneficial Ownership
    
    Percent of ClassCommon Stock
    
    Ram Mukunda, Chief Executive Officer, President
and Director
    
    1,675,000 shares2
    
    
    11.99
    %Common Stock
    
    Dr. Ranga Krishna, Chairman of the Board
    
    470,000 shares
    
    
    3.36
    %Common Stock
    
    John Cherin, Chief Financial Officer, Treasurer
and Director
662 Live Oak Drive
McLean, VA 22101
    
    287,500 shares3
    
    
    2.05
    %Common Stock
    
    Suhail Nathani, Director
    
    50,000 shares
    
    
    0.36
    %Common Stock
    
    Sudhakar V. Shenoy, Director
    
    50,000 shares
    
    
    0.36
    %Common Stock
    
    Larry Pressler, Special Advisor
    
    25,000 shares
    
    
    0.18
    %Common Stock
    
    P.G. Kakodkar, Special Advisor
    
    12,500 shares
    
    
    0.09
    %Common Stock
    
    Shakti Sinha, Special Advisor
    
    12,500 shares
    
    
    0.09
    %Common Stock
    
    Dr. Prabuddha Ganguli, Special Advisor
    
    12,500 shares
    
    
    0.09
    %Common Stock
    
    Dr. Anil K. Gupta, Special Advisor
    
    25,000 shares
    
    
    0.18
    %Common Stock
    
    Directors and officers as a group (five
individuals)
    
    2,620,000 shares
    
    
    18.75
    %
 
 (1)
    
    Unless otherwise noted, the business address of each of the following is 4336 Montgomery
Avenue, Bethesda, Maryland, 20814.(2)
    
    Mr. Mukundas number of shares includes 425,000 shares owned by his wife, Parveen
Mukunda. The beneficial ownership listed in this chart for Mr. Mukunda does not include
the 33.334 units purchased in the private placement immediately prior to our initial public
offering.(3)
    
    The beneficial ownership listed in this chart for Mr. Cherin does not include the
16,666 units purchased in the private placement immediately prior to our initial public
offering. 
 31




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Item 12.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 Prior Share Issuances
  Name
    
    Number of Shares(1)
    
    Relationship to UsDr. Ranga Krishna
    
    
    250,000
    
    
    Chairman of the BoardRam Mukunda
    
    
    1,250,000
    
    
    Chief Executive Officer, President and DirectorJohn Cherin
    
    
    250,000
    
    
    Chief Financial Officer, Treasurer and Director
  Name
    
    Number of Shares(1)(2)(3)
    
    Relationship to UsParveen Mukunda
    
    
    425,000
    
    
    Chief Executive Officers spouseSudhakar Shenoy
    
    
    37,500
    
    
    DirectorSuhail Nathani
    
    
    37,500
    
    
    DirectorShakti Sinha
    
    
    12,500
    
    
    Special AdvisorDr. Prabuddha Ganguli
    
    
    12,500
    
    
    Special AdvisorDr. Anil K. Gupta
    
    
    25,000
    
    
    Special Advisor
 
 (1)
    
    The share numbers and per share purchase prices in this section reflect the effects of a
1-for-2 reverse split effected September 29, 2005.(2)
    
    Representing shares issued to our officers, directors and Special Advisors in consideration
of services rendered or to be rendered to us.(3)
    
    200,000 of the 750,000 shares issued on June 20, 2005 were issued to former shareholders. On
September 7, 2005 one former shareholder surrendered to the Company 62,500 shares, and on
February 5, 2006 another former shareholder surrendered to the Company 137,500 shares. These
200,000 shares were reissued as set forth below.  Name
    
    Number of Shares
    
    Relationship to UsDr. Ranga Krishna
    
    
    100,000
    
    
    Chairman of the BoardJohn Cherin
    
    
    37,500
    
    
    Chief Financial Officer, Treasurer and DirectorLarry Pressler
    
    
    25,000
    
    
    Special AdvisorP.G. Kakodkar
    
    
    12,500
    
    
    Special AdvisorSudhakar Shenoy
    
    
    12,500
    
    
    DirectorSuhail Nathani
    
    
    12,500
    
    
    Director
    32




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
    
    the corporation could financially undertake the opportunity;
    
    the opportunity is within the corporations line of business; and
    
    it would not be fair to the corporation and its stockholders for the opportunity not to
be brought to the attention of the corporation.
        33




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Item 13.
    
    EXHIBITS.
 Exhibit No.
    
    Exhibit3.1
    
    Amended and Restated Articles of Incorporation of India
Globalization Capital, Inc. Filed as Exhibit 3.1 to the
Companys registration statement on Form S-1/A (Commission
File 333-124942) and incorporated by reference herein.3.2
    
    Bylaws of India Globalization Capital, Inc. Filed as Exhibit
3.2 to the Companys registration statement on Form S-1/A
(Commission File 333-124942) and incorporated by reference
herein.10.1
    
    Letter Agreement Re Initial Public Offering 5/5/2005. Filed
as Exhibit 10.1 to the Companys registration statement on
Form S-1/A (Commission File 333-124942) and incorporated by
reference herein.10.2
    
    Letter Agreement Re Initial Public Offering 5/11/2005. Filed
as Exhibit 10.2 to the Companys registration statement on
Form S-1/A (Commission File 333-124942) and incorporated by
reference herein.10.3
    
    Letter Agreement Re Initial Public Offering 5/5/2005. Filed
as Exhibit 10.3 to the Companys registration statement on
Form S-1/A (Commission File 333-124942) and incorporated by
reference herein.14.1
    
    Code of Ethics of India Globalization Capital, Inc. Filed as
Exhibit 99.1 to the Companys registration statement on Form
S-1/A (Commission File 333-124942) and incorporated by
reference herein.31.1
    
    Certificate pursuant to 17 CFR 240.13a-14(a).31.2
    
    Certificate pursuant to 17 CFR 240.13a-14(a).32.1
    
    Certificate pursuant to 18 U.S.C. § 1350.32.2
    
    Certificate pursuant to 18 U.S.C. § 1350.
 Item 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  Category
    
    Year
    
    FeesAudit Fees  in connection with IPO
    
    Inception  2006
    
    $
    69,300Audit Fees  in connection with 10-KSB
filing (estimate)
    
    Inception  2006
    
    $
    15,000Audit-Related Fees
    
    Inception  2006
    
    Tax Fees
    
    Inception  2006
    
    All Other Fees
    
    Inception  2006
    
    
 34




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##### Table of Contents



SIGNATURES
  INDIA GLOBALIZATION CAPITAL, INC.Date: June 27, 2006
    /s/ Ram MukundaRam MukundaChief Executive Officer and President
(Principal Executive Officer)Date: June 27, 2006
    /s/ John CherinJohn CherinChief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)  Date: June 27, 2006
    /s/ Dr. Ranga KrishnaDr. Ranga Krishna, DirectorDate: June 27, 2006
    /s/ Sudhakar ShenoySudhakar Shenoy, DirectorDate: June 27, 2006
    /s/ Ram MukundaRam Mukunda, DirectorDate: June 27, 2006
    /s/ John CherinJohn Cherin, Director 35