UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549









FORM 10-QSB










R
            Quarterly report under Section
      13 or 15(d) of the Securities Exchange Act of
  1934.For the quarterly period ended
      December 31, 2007OR£
            Transition report under Section
      13 or 15(d) of the Exchange Act.For the transition period
      fromto





Commission file number: 0001326205





INDIA GLOBALIZATION CAPITAL,
INC.


(Exact
name of small business issuer as specified in its charter)





Maryland
            20-2760393(State
      or other jurisdiction of
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)





4336 Montgomery Ave.,
Bethesda, Maryland 20814


(Address
of principal executive offices)





(301)
983-0998


(Issuer’s
telephone number)




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
 R
Yes  £
No
 
 Indicate
by check mark whether the registrant is a large accelerated filer, or a
non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 Large
Accelerated Filer £                                                      Accelerated
Filer £                                Non-Accelerated
Filer R
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). R Yes £
No
 
 Indicate
the number of shares outstanding for each of the issuer’s classes of common
equity as of the latest practicable date: As of February 15, 2008, the
company had 13,974,500 shares outstanding.
 
 Transitional
Small Business Disclosure Format (Check one): £
Yes  R
No
   Table of Contents
   TABLEOF
CONTENTS
 
 PagePART
      I. FINANCIAL INFORMATIONItem 1. Financial Statements
                1Item 2. Management’s Discussion and Analysis and Plan of
      Operations
                11Item 4. Controls and Procedures
                14PART
      II. OTHER INFORMATIONItem 1. Legal Proceedings
                15Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
                15Item 3. Defaults Upon Senior Securities
                17Item 4. Submission of Matters to a Vote of Security
      Holders
                17Item 5. Other Information
                17Item 6. Exhibits
                17Signatures
                18CertificationCertificationCertificationCertification
     Table of Contents
  PART
I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 India
Globalization Capital, Inc.
 (a
development stage company)
 CONDENSED
CONSOLIDATED BALANCE SHEET
 
 December
      31, 2007(Unaudited)
              
              
              March
      31, 2007ASSETSCurrent
      Assets:Cash
      and cash equivalents
              
              $
              2,208,160
              
              
              $
              1,169,422Investments
      held in Trust Fund
              
              
              66,938,208
              
              
              
              66,104,275Interest
      Receivable - Convertible Debenture
              
              
              217,479
              
              
              
              37,479Convertible
      debenture in MBL
              
              
              3,000,000
              
              
              
              3,000,000Loan
      acquisition costs
              
              
              237,705
              
              
              
              -Prepaid
      taxes
              
              
              49,289
              
              
              
              -Prepaid
      expenses and other current assets
              
              
              7,625
              
              
              
              74,197Total
      Current Assets
              
              
              72,658,466
              
              
              
              70,385,373Deposits
      towards acquisitions
              
              
              3,670,000
              
              
              
              -Deferred
      acquisition costs
              
              
              233,189
              
              
              
              158,739Deferred
      tax assets - Federal and State, net of valuation allowance
              
              
              891,547
              
              
              
              142,652Total
      Assets
              
              $
              77,453,202
              
              
              $
              70,686,764LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      Liabilities:Accrued
      expenses
              
              $
              851,613
              
              
              $
              237,286Notes
      payable to stockholders
              
              
              5,095,000
              
              
              
              870,000Taxes
      payable
              
              
              -
              
              
              
              296,842Deferred
      trust interest
              
              
              281,742
              
              
              
              32,526Notes
      Payable to Oliveira Capital, LLC
              
              
              3,847,214
              
              
              
              1,794,226Due
      to Underwriters
              
              
              1,769,400
              
              
              
              1,769,400Total
      current liabilities
              
              $
              11,844,969
              
              
              $
              5,000,280Common
      stock subject to possible conversion, 2,259,770 at conversion value (Note
      A)
              
              
              12,762,785
              
              
              
              12,762,785COMMITMENTS
      AND CONTINGENCYSTOCKHOLDERS’
      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 (including 2,259,770 shares subject to possible
      conversion)
              
              
              1,397
              
              
              
              1,397Additional
      paid-in capital
              
              
              51,848,145
              
              
              
              51,848,145Income
      accumulated during the development stage
              
              
              995,906
              
              
              
              1,074,157Total
      stockholders’ equity
              
              
              52,845,448
              
              
              
              52,923,699Total
      liabilities and stockholders’ equity
              
              $
              77,453,202
              
              
              $
              70,686,764See
      notes to unaudited condensed consolidated financial
      statements.
    1
 Table of Contents
 
 India
Globalization Capital, Inc.
 (a
development stage company)
 UNAUDITED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 
 April
      29, 2005Three
      Months
                
                
                Three
      Months
                
                
                Nine
      Months
                
                
                Nine
      Months
                
                
                (Date
      of Inception)Ended
                
                
                Ended
                
                
                Ended
                
                
                Ended
                
                
                ThroughDecember
      31, 2007
                
                
                December
      31, 2006
                
                
                December
      31, 2007
                
                
                December
      31, 2006
                
                
                December
      31, 2007Legal
      and formation, travel and other start up costs
                
                $
                (286,006
                )
                
                $
                (292,434
                )
                
                $
                (670,534
                )
                
                $
                (570,303
                )
                
                $
                (1,503,764
                )Compensation
      expense
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (535,741
                )Interest
      expense
                
                
                (443,100
                )
                
                
                (12,026
                )
                
                
                (1,284,700
                )
                
                
                (29,526
                )
                
                
                (1,394,116
                )Interest
      income
                
                
                538,894
                
                
                
                834,521
                
                
                
                1,836,957
                
                
                
                2,414,645
                
                
                
                5,219,359Income
      / (loss) before income taxes
                
                
                (190,212
                )
                
                
                530,061
                
                
                
                (118,277
                )
                
                
                1,814,816
                
                
                
                1,785,738Provision
      for income taxes, net
                
                
                (64,630
                )
                
                
                186,025
                
                
                
                (40,026
                )
                
                
                623,625
                
                
                
                789,832Net
      income / (loss)
                
                $
                (125,582
                )
                
                $
                344,036
                
                
                $
                (78,251
                )
                
                $
                1,191,191
                
                
                $
                995,906Net
      income / (loss) per share: basic and diluted
                
                $
                (0.01
                )
                
                $
                0.02
                
                
                $
                (0.01
                )
                
                $
                0.09Weighted
      average number of shares outstanding-basic and diluted
                
                
                13,974,500
                
                
                
                13,974,500
                
                
                
                13,974,500
                
                
                
                13,974,500See
      notes to unaudited condensed consolidated financial
    statements
 
  2
 Table of Contents
   India
Globalization Capital, Inc.
 (a
development stage company)
 CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
  Earnings(Deficit)AccumulatedAdditional
                
                
                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 andFebruary
      5, 2006 of 62,500 and 137,500 respectively)
                
                
                (200,000
                )
                
                
                (20
                )
                
                
                20
                
                
                
                -
                
                
                
                -Issuance
      of common stock to founders at $.01 per shareon
      February 5, 2006
                
                
                200,000
                
                
                
                20
                
                
                
                537,721
                
                
                
                -
                
                
                
                537,741Issue
      of 170,000 units in a private placementplacement
                
                
                170,000
                
                
                
                17
                
                
                
                1,019,983
                
                
                
                -
                
                
                
                1,020,000Issue
      of 11,304,500 units, net of underwriters’ discountand
      offering expenses (including 2,259,770 sharessubject
      to possible conversion) and $100 fromunderwriters
      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
      loss for the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (443,840
                )
                
                
                (443,840
                )Balance
      at March 31, 2006
                
                
                13,974,500
                
                
                
                1,397
                
                
                
                50,613,145
                
                
                
                (443,840
                )
                
                
                50,170,702Fair
      value of 425,000 warrants issued to Oliveira Capital, LLC
                
                
                -
                
                
                
                -
                
                
                
                1,235,000
                
                
                
                -
                
                
                
                1,235,000Net
      income / (Loss)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,517,997
                
                
                
                1,517,997Balance
      at March 31,2007
                
                
                13,974,500
                
                
                
                1,397
                
                
                
                51,848,145
                
                
                
                1,074,157
                
                
                
                52,923,699Unaudited:Net
      Loss for the nine months ended December 31, 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (78,251
                )
                
                
                (78,251
                )Balance
      at December 31, 2007
                
                
                13,974,500
                
                
                $
                1,397
                
                
                $
                51,848,145
                
                
                $
                995,906
                
                
                $
                52,845,448See
      notes to unaudited condensed consolidated financial
    statements
   3
 Table of Contents
  India
Globalization Capital, Inc.
 (a
development stage company)
 UNAUDITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
  April
      29, 2005(Date
      of Inception)Nine
      Months ended
                
                
                Nine
      Months ended
                
                
                throughDecember
      31, 2007
                
                
                December
      31, 2006
                
                
                December
      31, 2007Cash
      flows from operating activities:Net
      income (loss)
                
                $
                (78,251
                )
                
                $
                1,191,191
                
                
                $
                995,906Adjustment
      to reconcile net income (loss) to net cash used in operating
      activities:Interest
      earned on Treasury Bills
                
                
                (1,888,597
                )
                
                
                (2,339,395
                )
                
                
                (5,190,388
                )Non-cash
      compensation expense
                
                
                -
                
                
                
                -
                
                
                
                535,741Deferred
      taxes
                
                
                (748,895
                )
                
                
                19,332
                
                
                
                (891,547
                )Amortization
      of debt discount on Oliveira debt
                
                
                1,052,988
                
                
                
                -
                
                
                
                1,082,214Amortization
      of loan acquisition costs
                
                
                12,295
                
                
                
                -
                
                
                
                12,295Changes
      in:Prepaid
      expenses and other current assets
                
                
                66,572
                
                
                
                35,897
                
                
                
                (7,625
                )Interest
      receivable - convertible debenture
                
                
                (180,000
                )
                
                
                -
                
                
                
                (217,479
                )Deferred
      interest liability
                
                
                249,216
                
                
                
                -
                
                
                
                281,742Accrued
      expenses
                
                
                338,296
                
                
                
                (191,672
                )
                
                
                510,582Prepaid
      / taxes payable
                
                
                (346,131
                )
                
                
                553,625
                
                
                
                (49,289
                )Net
      cash used in operating activities
                
                
                (1,522,507
                )
                
                
                (731,022
                )
                
                
                (2,937,848
                )Cash
      flows from investing activities:Purchase
      of treasury bills
                
                
                (401,237,567
                )
                
                
                (590,530,003
                )
                
                
                (1,255,007,581
                )Maturity
      of treasury bills
                
                
                402,336,508
                
                
                
                592,862,716
                
                
                
                1,193,305,839Decrease
      (increase) in cash held in trust
                
                
                (44,277
                )
                
                
                (134,445
                )
                
                
                (46,078
                )Purchase
      of convertible debenture
                
                
                -
                
                
                
                -
                
                
                
                (3,000,000
                )Deposits
      towards acquisitions
                
                
                (3,670,000
                )
                
                
                -
                
                
                
                (3,670,000
                )Payment
      of deferred acquisition costs
                
                
                (48,419
                )
                
                
                -
                
                
                
                (142,158
                )Net
      cash used in investing activities
                
                
                (2,663,755
                )
                
                
                2,198,268
                
                
                
                (68,559,978
                )Cash
      flows from financing activities:Issuance
      of common stock to founders
                
                
                -
                
                
                
                -
                
                
                
                27,000Payments
      of offering costs
                
                
                -
                
                
                
                -
                
                
                
                (4,263,114
                )Proceeds
      from notes payable to stockholders
                
                
                4,825,000
                
                
                
                -
                
                
                
                5,695,000Proceeds
      from notes payable to stockholders
                
                
                (600,000
                )
                
                
                -
                
                
                
                (600,000
                )Proceeds
      from issuance of underwriters option
                
                
                -
                
                
                
                -
                
                
                
                100Gross
      proceeds from initial public offering
                
                
                -
                
                
                
                -
                
                
                
                67,827,000Proceeds
      from private placement
                
                
                -
                
                
                
                -
                
                
                
                1,020,000Proceeds
      from notes payable to Oliveira Capital, LLC
                
                
                1,000,000
                
                
                
                -
                
                
                
                4,000,000Net
      cash provided by financing activities
                
                
                5,225,000
                
                
                
                -
                
                
                
                73,705,986Net
      increase in cash and cash equivalent
                
                
                1,038,738
                
                
                
                1,467,246
                
                
                
                2,208,160Cash
      and cash equivalent at the beginning of the period
                
                
                1,169,422
                
                
                
                2,210
                
                
                
                -Cash
      and cash equivalent at the end of the period
                
                $
                2,208,160
                
                
                $
                1,469,456
                
                
                $
                2,208,160Supplemental
      schedule of non cash financing activities:Accrual
      of deferred underwriters’ fees
                
                $
                
                
                
                $
                -
                
                
                $
                1,769,400Accrual
      of deferred acquisition costs
                
                
                26,031
                
                
                
                -
                
                
                
                91,031Accrual
      of loan acquisition costs
                
                
                250,000
                
                
                
                -
                
                
                
                250,000Supplemental
      disclosure of cash flow information:Issuance
      of warrants in connection with Oliviera Debt
                
                $
                
                
                
                $
                -
                
                
                $
                1,235,000See
      notes to unaudited condensed consolidated financial
    statements
 
 
 4
 Table of Contents
 
 INDIA
GLOBALIZATION CAPITAL, INC.
 (a
development stage company)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE
A — BASIS OF PRESENTATION
 
 The
financial statements at December 31, 2007 and for the three and nine months
ended December 31, 2007 and 2006, and the period from April 29, 2005 (date of
inception) to December 31, 2007 are unaudited and include the accounts of India
Globalization Capital, Inc. (a corporation in the development stage) (the
“Company”, or “IGC”).
 
 In the
opinion of management, all adjustments (consisting of normal accruals) have been
made that are necessary to present fairly the financial position of the Company
as of December 31, 2007 and the results of its operation and cash flows for the
three and nine months ended December 31, 2007 and 2006 and the period from April
29, 2005 (date of inception) to December 31, 2007. Operating results for the
interim periods presented are not necessarily indicative of the results to be
expected for a full year.
 
 The
statements and related notes have been prepared pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission applicable to interim
financial statements. Accordingly, certain information and footnotes disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted pursuant to such rules and
regulations.
 
 These
financial statements should be read in conjunction with the financial statements
that were included in the Company’s Annual Report on Form 10-KSB for the year
ended March 31, 2007. The March 31, 2007 balance sheet and the
statement of stockholders’ equity through March 31, 2007 have been derived from
these audited financial statements.
  The
Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes,” an interpretation of FASB Statement No. 109 (“FIN 48”) on
April 1, 2007.  FIN 48 clarifies the criteria for the recognition,
measurement, presentation and disclosure of uncertain tax positions. A tax
benefit from an uncertain position may be recognized only if it is “more likely
than not” that the position is sustainable based on its technical merits. FIN 48
also provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure, and
transition.  In May 2007, the FASB issued Staff Position, FIN 48-1,
“Definition of Settlement in
FASB Interpretation No. 48” (FSP FIN 48-1) which provides guidance on how
an enterprise should determine whether a tax position is effectively settled for
the purpose of recognizing previously unrecognized tax
benefits.   FSP FIN 48-1 was effective with the initial adoption
of FIN 48.  The adoption of FIN 48 or FSP FIN 48-1 did not have a material
effect on the Company’s financial condition or results of
operations.
 
 In
December 2007, the Financial Accounting Standards Board released SFAS 141R,
“Business Combinations” that is effective for business combinations for which
the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. The pronouncement resulted from
a joint project between the FASB and the International Accounting Standards
Board and continues the movement toward the greater use of fair values in
financial reporting. SFAS 141R is expected to significantly change how future
business acquisitions are accounted for and will impact financial statements
both on the acquisition date and in subsequent periods.
 
 In
December 2007, the Financial Accounting Standards Board released SFAS 160
“Non-controlling Interests in Consolidated Financial Statements” that is
effective for annual periods beginning December 15, 2008. The pronouncement
resulted from a joint project between the FASB and the International Accounting
Standards Board and continues the movement toward the greater use of fair values
in financial reporting. Upon adoption of SFAS 160, the Company will re-classify
any non-controlling interests as a component of equity.
 
 Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.
  NOTE
B — ORGANIZATION AND BUSINESS OPERATIONS
  The
Company was incorporated in Maryland on April 29, 2005. The Company was formed
to serve as a vehicle for the acquisition of an operating business in an
unspecified industry located in India through a merger, capital stock exchange,
asset acquisition or other similar business combination. The Company has neither
engaged in any operations nor generated significant revenue to date. The Company
is considered to be in the development stage and is subject to the risks
associated with activities of development stage companies.
 
 The
registration statement for the Company’s initial public offering (the “Public
Offering”) (as described in Note C) was declared effective March 2, 2006. The
Company consummated the Public Offering including the over allotment option on
March 8, 2006, and preceding the consummation of the Public Offering on March 2,
2006 certain of the officers and directors of the Company purchased an aggregate
of 170,000 units (the “Units”)  from the Company in a private
placement (the “Private Placement”). The Units sold in the Private Placement
were identical to the 11,304,500 Units sold in the Public Offering, but the
purchasers in the Private Placement have waived their rights to conversion and
receipt of the distribution on liquidation in the event the Company does not
complete a business combination (as described below). The Company received net
proceeds from the Private Placement and the Public Offering of approximately
$62,815,000 (Note C).
 
 5
 Table of Contents
  The
Company’s management has broad discretion with respect to the specific
application of the net proceeds of the Private Placement and the Public Offering
(together, the “Offering”) although substantially all of the net proceeds of the
Offering are intended to be generally applied toward acquiring one or more
operating businesses in an unspecified industry located in India (“Business
Combination”), which may not constitute a business combination for accounting
purposes.  Furthermore, there is no assurance that the Company will be
able to effect a Business Combination. Upon the closing of the Public Offering,
approximately ninety-seven percent (97%) of the gross proceeds of the Public
Offering are being held in a trust account (“Trust Fund”) and invested in
government securities until the earlier of (i) the consummation of its first
Business Combination or (ii) the distribution of the Trust Fund as described
below. The remaining proceeds, along with interest earned on the Trust Fund, may
be used to pay for business, legal and accounting due diligence on prospective
acquisitions and continuing general and administrative expenses. The Company has
signed definitive agreements for the acquisition of a target businesses
(discussed in Note H) and filed a definitive proxy statement on Schedule 14A on
February 8, 2008 with the SEC. We have called a special meeting of the
shareholders for February 20, 2008 to seek stockholder approval of the target
businesses, among other matters. In the event that holders of 50% or more of the
shares of common stock issued in the Public Offering vote against the Business
Combination or the holders of 20% or more of the shares of common stock issued
in the Public Offering elect to exercise their conversion rights, the Business
Combination will not be consummated. However, the persons who were stockholders
prior to the Public Offering (the “Founding Stockholders”) will not participate
in any liquidation distribution with respect to any shares of the common stock
acquired in connection with or following the Public Offering (Note
C).
 
 Pursuant
to the terms of our Public Offering, in the event that the Company does not
consummate a Business Combination within 18 months from the date of the
consummation of the Public Offering, or 24 months from the consummation of the
Public Offering if certain extension criteria have been satisfied (the
“Acquisition Period”), the proceeds held in the Trust Fund will be distributed
to the Company’s public stockholders, excluding the Founding Stockholders to the
extent of their initial stock holdings. In the event of such distribution, it is
likely that the per share value of the residual assets remaining available for
distribution (including Trust Fund assets) will be less than the initial public
offering price per share in the Public Offering (assuming no value is attributed
to the warrants contained in the Units sold in the Public Offering discussed in
Note C). The Company has satisfied the extension criteria and, therefore, the
Acquisition Period expires on March 8,  2008.  There is no
assurance that the Company will be able to successfully affect a Business
Combination during this period. This factor raises substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial
statements are prepared assuming the Company will continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
 
 
 NOTE
C — INITIAL PUBLIC OFFERING
 
 On March
8, 2006, the Company sold 11,304,500 Units in the Public Offering. Each Unit
consists of one share of the Company’s common stock, $.0001 par value, and two
redeemable common stock purchase warrants (“Warrants”). Each Warrant entitles
the holder to purchase from the Company one share of common stock at an exercise
price of $5.00 commencing the later of the completion of a Business Combination
or one year from the effective date of the Public Offering and expiring five
years from the effective date of the Public Offering. The Warrants become
redeemable, at a price of $6.25 per Warrant, only in the event that the last
sale price of the common stock is at least $8.50 per share for any 20
trading-days within a 30-trading day period ending on the third day prior to the
date on which notice of redemption is given.
 
 In
connection with the Public Offering, the Company paid the underwriters in the
Public Offering (collectively, the “Underwriter”) an underwriting discount of
approximately 5% of the gross proceeds of the Public Offering ($3,391,350). In
addition, a non-accountable expense allowance of 3% of the gross proceeds of the
Public Offering, excluding the over-allotment option, is due to the Underwriter,
who has agreed to deposit the non-accountable expense allowance ($1,769,400)
into the Trust Fund until the earlier of the completion of a Business
Combination or the liquidation of the Trust Fund. The Underwriter has further
agreed to forfeit any rights to or claims against such proceeds unless the
Company successfully completes a Business Combination.
 
 The
Warrants separated from the Units and began to trade on April 13, 2006. After
separation, each Warrant entitles the holder to purchase from the Company one
share of common stock at an exercise price of $5.00 commencing on the later of
(a) one year from the effective date of the Public Offering or (b) the earlier
of the completion of a Business Combination with a target business or the
liquidation of the Trust Fund and expiring five years from the date of the
Public Offering. The Company has a right to redeem the Warrants, provided the
common stock has traded at a closing price of at least $8.50 per share for any
20 trading days within a 30 trading day period ending on the third business day
prior to the date on which notice of redemption is given. If the Company redeems
the Warrants, either the holder will have to exercise the Warrants by purchasing
the common stock from the Company for $5.00 or the Warrants will
expire.
 
 The
Underwriter’s over-allotment option of 1,474,500 Units was exercised, and the
11,304,500 Units sold at the closing of the Public Offering include the
over-allotment.
 
 In
connection with the Public Offering, the Company issued an option, for $100, to
the Underwriter to purchase 500,000 Units at an exercise price of $7.50 per
Unit, exercisable the later of March 2, 2007 or the consummation of a Business
Combination. The Company has accounted for the fair value of the option,
inclusive of the receipt of the $100 cash payment, as an expense of the Public
Offering resulting in a charge directly to stockholders’ equity. The Company
estimated, using the Black-Scholes method, the fair value of the option granted
to the Underwriter as of the date of grant was approximately $756,200 using the
following assumptions: (1) expected volatility of 30.1%, (2) risk-free interest
rate of 3.9% and (3) expected life of five years. The estimated volatility was
based on a basket of Indian companies that trade in the United States or the
United Kingdom.  The option may be exercised for cash or on a
“cashless” basis, at the holder’s option, such that the holder may use the
appreciated value of the option (the difference between the exercise prices of
the option and the underlying Warrants and the market price of the Units and
underlying securities) to exercise the option without the payment of any cash.
The Warrants underlying such Units are exercisable at $6.25 per
share.
 
 6
 Table of Contents
  NOTE
D — INVESTMENTS HELD IN TRUST FUND
 
 Investments
held in the Trust Fund consist of Treasury Bills and money market funds. The
Treasury Bills have been accounted for as trading securities and recorded at
their fair market value. The excess of market value over cost is included in
interest income in the accompanying statement of
operations.  Investments held in the Trust Fund as of December 31
and March 31, 2007 include the following:
 
 December
      31, 2007 (Unaudited)
              
              
              March
      31, 2007 (Audited)Investment
      held for the benefit of the Company
              
              $
              63,845,850
              
              
              $
              63,845,850Investment
      held for the benefit of the Underwriter
              
              
              1,769,400
              
              
              
              1,769,400Investment
      earnings net of amounts withdrawn (1)
              
              
              1,322,958
              
              
              
              489,025$
              66,938,208
              
              
              $
              66,104,275
  (1)
              Through
      March 31, 2007, the Company has transferred approximately $2,150,000 of
      investment earnings to fund working capital (the maximum amount permitted
      pursuant to the terms of the Public Offering) and $1,735,000 of investment
      earnings to fund taxes from the Trust Fund into its operating
      account.
  NOTE
E — NOTES PAYABLE TO STOCKHOLDERS
 
 The
founding stockholders (the “Founders”) made three unsecured loans to the Company
of $720,000, $100,000 and $ 50,000 for an aggregate of $870,000 that came due on
March 31, 2007. The notes all bore interest at 4% per annum. On April 6, 2007,
the $100,000 loan was repaid.
  Also on
April 6, 2007, the loan of $720,000 was partially repaid. The Company paid
the founding stockholder $500,000 plus accrued interest, cancelled the note for
$720,000 and issued the Founder a new note for $220,000. The remaining
$50,000 loan not yet paid will be repaid on the earlier of March 31, 2008 or the
consummation of a Business Combination.  On May 8, 2007, the same
Founder loaned the Company an additional $275,000.  The Compnay issued
him a new note for $275,000.
 
 The
rights under the two new notes are similar to those set out in the original
Founder’s notes.  The new notes are payable on the earlier of March 31,
2008 or the consummation of a Business Combination. The notes bear interest
at 8% per annum.  Due to the short-term nature of the notes, the fair
value of the notes approximates their carrying amount.
 
 In
addition, the same Founder also extended a loan of $250,000 to the Company on
substantially the same terms as those described above to facilitate a refundable
deposit made by the Company in connection with the TBL Subscription Agreement,
described in Note H, and purchased a secured promissory note in the aggregate
principal amount of $4,300,000 in the Bridge Offering discussed in Note
H.
 
 Interest
expense of $25,097 and $43,807 has been included in the statement of operations
for the three and nine months ended December 31, 2007 respectively, and $9,200
and $26,200 has been included in the statement of operations for the three and
nine month periods ended December 31, 2006 respectively, and $85,007 for the
period from inception to December 31, 2007 relating to these notes.
 
 NOTE
F — RELATED PARTY TRANSACTION
 
 The
Company does not pay its founding executive officers or directors a salary or
any other compensation currently.  However, the Company had agreed to
pay SJS Associates $5,000 a month until the consummation of a Business
Combination.  SJS Associates is a privately held company wholly owned by
Mr. John Selvaraj, our current Treasurer.  The monthly fees were paid for
services rendered by John Selvaraj to the Company.  From inception to
December 31, 2007, $50,000 was paid to SJS Associates for Mr. Selvaraj’s
services.  Effective November 1, 2007 the Company and SJS Associates
terminated the agreement.
 
 The
Company has agreed to pay Integrated Global Network, LLC (“IGN, LLC”), an
affiliate of our Chairman and Chief Executive Officer, Mr. Mukunda, an
administrative fee of $4,000 per month for office space and general and
administrative services from the closing of the Public Offering through the date
of a Business Combination. From inception to December 31, 2007,
approximately $84,000 was paid to IGN, LLC.
 
 The
Company uses the services of Economic Law Practice (ELP), a law firm in
India. A member of our Board Directors is a Partner with ELP. 
Since inception to December 31, 2007, the Company has incurred $169,847 for
legal services provided by ELP.
 
 7
 Table of Contents
 
 NOTE
G — COMMITMENTS AND CONTINGENCY
 
 In
connection with the Public Offering and pursuant to an advisory agreement, the
Company has engaged the Underwriter as its investment bankers to provide the
Company with assistance in structuring the Business Combination. As compensation
for the foregoing services, the Company will pay the Underwriter a cash fee at
the closing of a Business Combination equal to 2% of the aggregate consideration
paid in such Business Combination, up to a maximum of $1,500,000, and pay up to
$25,000 of expenses.  In addition, a fee of $90,000 will be paid to
Ferris, Baker for facilitating the loan to the Company by Oliveira Capital, LLC,
at the closing of a Business Combination.
 
 In
connection with the Bridge Offering discussed in Note H, the Company will pay
the Underwriters an additional cash fee of $150,000 at the closing of a Business
Combination.  Should the Business Combination not close, the above
fees will not be paid.
 
 Pursuant
to letter agreements with the Company and the Underwriter, the Founders have
waived their rights to participate in any liquidation distribution occurring
upon our failure to complete a Business Combination, with respect to those
shares of common stock acquired by them prior to the Public Offering and with
respect to the shares of common stock included in the 170,000 Units they
purchased in the Private Placement.
  The
Founders will be entitled to registration rights with respect to their shares of
common stock acquired prior to the Public Offering and the shares of common
stock they purchased in the Private Placement pursuant to an agreement executed
on March 3, 2006. The holders of the majority of these shares are entitled
to make up to two demands that the Company register these shares at any time
after the date on which the lock-up period expires.  In addition, the
Founders have certain “piggy-back” registration rights on registration
statements filed subsequent to the anniversary of the effective date of the
Public Offering.
 
 The
Company, from time to time, may enter into oral and or written understandings
with entities (and supporting professionals for conducting due diligence) who
potentially could refer or make introductions to potential target entities in
various industry sectors in India and to conduct industry analysis or due
diligence on potential target companies.  Such arrangements typically
require nominal amounts of retainer fees and expenses for services and success
fees based upon successful completion of acquisitions resulting from such
referrals. Fees for services and expenses incurred to date with such entities
have been expensed in the accompanying financial statements.
  In
connection with our proposed acquisition of a majority interest in MBL
Infrastructures Limited (“MBL”), an unaffiliated third party has claimed that it
is entitled to a finder's fee of approximately five percent of the purchase
price (or, $1.75 million) for the acquisition if the acquisition was
consummated.  While we do not admit that the unaffiliated third party
is a finder that is entitled to payment, we had expressed a willingness to pay
our customary Finder's fee of 0.25%.  The parties were attempting to
reach an agreement on the amount of the fee to be paid if the acquisition was
consummated.  As the MBL acquisition is no longer probable, we expect
that there will be no finders fees payable and the litigation to be without
merit.
 
 In
connection with our proposed acquisition of a wind energy farm from
Chiranjjeevi Wind Energy Limited ("CWEL"), and our proposed acquisition of an
interest in TBL (discussed in Note H below), we have agreed to pay a finder’s
fee of 0.25% of the purchase price to Master Aerospace Consultants (Pvt) Ltd, a
consulting firm located in India. The fee is contingent on the consummation
of the transaction.
  NOTE
H – INVESTMENT ACTIVITIES
 
 MBL
Infrastructure Limited Purchase Agreement
 
 On
February 5, 2007, the Company entered into an agreement to sell 425,000
warrants, described in Note I, and a note for $3,000,000 to Oliveira Capital,
LLC for $3,000,000. The note carries interest at the rate of 8% and was due upon
the earlier of February 5, 2008, or the consummation of a Business
Combination.  The Company is negotiating an extension with Oliveira
Capital.  If the Company extends the loan for 90 days without
renegotiating an extension we would be required to issue an additional 425,000
warrants.  The Black Scholes valuation of the warrants was based on an
annualized volatility of 42.8%, an annual interest rate of 3% and an expiration
of 1,500 days would be $1,030,625.  We computed volatility for a
period of 1,500 days. For approximately the first two years, we used the
trading history of two representative companies that are listed on the Indian
Stock exchange. For approximately two years, the trading history of the
Company’s common stock was used.  The average volatility of the
combined data extending just over four years was calculated as 42.8%. 
Management believes that this volatility is a reasonable benchmark to use in
estimating the value of the warrants.  Following the receipt of the
$3,000,000 from Oliveira Capital, the Company on February 6, 2007 purchased
$3,000,000 of convertible debentures from MBL. The debentures carry interest at
the rate of 8%, are secured by 1,131,356 shares of MBL common stock and are
carried at cost. The note from Oliveira Capital, LLC is secured by the
convertible debentures issued to MBL.
 On April
25, 2007, the Company entered into the First Amendment to the Share Subscription
Cum Purchase Agreement (the “First Amendment to MBL Purchase Agreement”) with
MBL and the MBL Promoters. Pursuant to the First Amendment to MBL Purchase
Agreement, the conditions precedent to the Company’s consummation of the
transactions contemplated by the MBL Purchase Agreement were amended to provide
that: (i) MBL’s audited financial statements converted to US GAAP for the
periods ended March 31, 2006, March 31, 2005 and March 31, 2004 and unaudited
financial statements converted to US GAAP for the period commencing April 1,
2006 and ending December 31, 2006 (collectively, the “Required Financial
Statements”) previously required to be delivered under the MBL Purchase
Agreement be delivered to the Company by May 15, 2007 and (ii) MBL and the MBL
Promoters deliver audited financial statements converted to US GAAP for the
period ended March 31, 2007 by June 30, 2007. In addition, Clause 5.3 of the MBL
Purchase Agreement was amended to extend the deadline for the completion of the
Company’s acquisition of MBL shares from September 30, 2007 to November 30,
2007.
  On April
25, 2007, concurrently with the execution of the First Amendment to the Purchase
Agreement, the Company entered into the First Amendment to the Debenture
Subscription Agreement (the “First Amendment to Debenture Agreement”) with MBL
and the MBL Promoters.
 Pursuant
to the First Amendment to the Debenture Agreement, Clause 14 of the Debenture
Subscription Agreement dated February 2, 2007 was amended to extend the deadline
by which time the Company must either obtain the requisite stockholder approvals
for the acquisition of MBL shares under the MBL Purchase Agreement or purchase
an additional USD $3,000,000 in MBL Convertible Debentures from April 30, 2007
to 45 days after receiving the Required Financial Statements.
 
 In this
quarter the Company determined that the MBL transaction is no longer probable
and all previously deferred costs relating to the acquisition of MBL has been
expensed in the current quarter.
 
 8
 Table of Contents
  Contract
Agreement between IGC, CWEL, AMTL and MAIL
 
 As
previously disclosed in our Form 8-K dated May 2, 2007 and Form 10-QSB for the
quarterly period ended June 30, 2007, on April 29, 2007, the Company entered
into a Contract Agreement Dated April 29, 2007 (“CWEL Purchase Agreement”) with
CWEL, Arul Mariamman Textiles Limited (AMTL), and Marudhavel Industries
Limited (MAIL), collectively CWEL. Pursuant to the CWEL Purchase Agreement, the
Company or its subsidiary in Mauritius will acquire 100% of a 24-mega watt wind
energy farm, consisting of 96 250-kilowatt wind turbines, located in Karnataka,
India to be manufactured by CWEL.
 
 CWEL is a
manufacturer and supplier of wind operated electricity generators, towers and
turnkey implementers of wind energy farms.
 
 On May
22, 2007, the Company made a down payment of approximately $250,000 to
CWEL.  Pursuant to the First Amendment dated August 20, 2007 (as
previously disclosed in the Company’s Form 8-K dated August 22, 2007), if the
Company does not consummate the transaction with CWEL by March 31, 2008,
approximately $187,500 will be returned to the Company.  The
Acquisition is expected to be consummated in early 2008, following the required
approval by the Company’s stockholders and the fulfillment of certain other
conditions.
  Share
Subscription Cum Purchase Agreement with Sricon and The Promoters
  As
previously disclosed in our Form 8-K dated September 21, 2007 and Form 10-QSB
for the quarterly period ended June 30, 2007, on September 21, 2007, the Company
entered into a Share Subscription cum Purchase Agreement  (the “Sricon
Subscription Agreement”) dated as of September 15, 2007 with Sricon
Infrastructure Private Limited  (“Sricon”) and certain individuals
(collectively, the “Sricon Promoters”), pursuant to which the Company or its
subsidiary in Mauritius will acquire (the “Sricon Acquisition”)4,041,676 newly-issued
equity shares  (the “New Sricon Shares”) directly from Sricon for
approximately $26 million and 351,840 equity shares from Mr. R. L. Srivastava
for approximately $3 million (both based on an exchange rate of INR 40 per USD)
so that at the conclusion of the transactions contemplated by the Sricon
Subscription Agreement the Company will ownapproximately63% of the outstanding
equity shares of Sricon.
 
 Sricon
engages in road building and maintenance projects in India, as well as managing
road-building projects on a contract basis for national, state and local
agencies.  Sricon also engages in the BOT (i.e., build, own and
transfer)segment of
road building in which the government of India awards contracts to companies
that can buildout
pieces of major highways, ownand operate them for
periods between 20 and 30 years and then transferthem back to the
government.
  The
Sricon Acquisition is expected to be consummated in early 2008, assuming the
required approval by the Company’s stockholders and the fulfillment of certain
other conditions.
 
 As
previously disclosed in a Form 8-K dated December 19, 2007, on December 19, 2007
we entered into an Amendment to the Share Subscription Cum Purchase Agreement
(“Amended Sricon Subscription Agreement”) dated September 15, 2007 with Sricon
Infrastructure Private Limited (“Sricon”) and certain individuals (collectively,
the “Promoters”). Pursuant to the Amendment, in order to secure the transaction
and provide Sricon with a refundable down payment in a form consistent with
Indian law, in advance of completing the Original Sricon Acquisition, we agreed
to provide Sricon with a refundable down payment in a form consistent with
Indian law, in advance of completing the business combination. The money is
refundable by Sricon in the event certain conditions precedents, which include a
vote by IGC shareholders for the consummation of the transaction, are not met.
In the event that conditions precedent are met, including an affirmative vote by
the IGC shareholders in favor of the consummation of the transaction, the Sricon
Advance would be applied towards the purchase of shares of Sricon.
 
 IGC
agreed to advance INR 128,342,500 (approximately USD $3,250,000 at current
exchange rates) to Sricon towards the purchase of 503,620 (the “Sricon Portion
of Subscription Shares”) of the 4,041,676 Original Sricon Shares (constituting
approximately 14.66% of the post issued paid up share capital of Sricon) offered
pursuant to the Original Sricon Subscription Agreement.
 
 Share
Subscription Agreement with Techni Bharathi Limited & Share
Purchase Agreement with Odeon Limited
 
 As
previously disclosed in our Form 8-K dated September 21, 2007 and Form 10-QSB
for the quarterly period ended June 30, 2007, on September 21, 2007, the Company
entered into a Share Subscription Agreement  (the “TBL Subscription
Agreement”) dated as of September 16, 2007 with Techni Bharathi Limited (“TBL”)
and certain individuals (collectively, the “TBL Promoters”), pursuant to which
the Company or one of its subsidiaries in Mauritius will acquire (the “TBL
Acquisition”)7,150,000 newly-issued
company stock for approximately $9 million, 1,250,000 newly-issued convertible
preference Shares for approximately $2 million  (both at an exchange
rate of INR 40 per USD; collectively, the “New Shares”) directly from TBL and
5,000,000 convertible preference shares from Odeon, a Singapore based holder of
TBL securities, for approximately $2 million.  At the conclusion of
the transactions contemplated by the TBL Subscription Agreement and by the Share
Purchase Agreement between the Company and Odeon Limited, the Company will
ownapproximately
77%, of the outstanding equity shares, assuming the convertible shares are
converted.
  TBL
engages in road-building, with prior experience in the building of tunnels,
cannels, bridges, airport taxiways and dams as well as the civil works for
mini hydro power generation.  The TBL Acquisition is expected to be
consummated in early 2008, after the required approval by the Company’s
stockholders and the fulfillment of certain other conditions.
 
 9
 Table of Contents
  We have
incurred $233,189 of expenses through December 31, 2007 in connection with our
proposed acquisitions, which is included as deferred acquisition costs in the
accompanying balance sheet. The MBL deal costs have been expensed from this
amount as the deal is no longer probable.
 
 On
October 2, 2007, one of our Founders extended a loan of $250,000 to the Company
on substantially the same terms as those described in Note E. On October 3,
2007, the Company made a refundable deposit of $170,000 in connection with the
TBL Subscription Agreement.
 
 As
previously disclosed in our Form 8-K dated December 19, 2007, on December 21,
2007, we entered into an Amendment to the Share Subscription Agreement (“Amended
TBL Subscription Agreement”) dated September 16, 2007 with Techni Bharathi
Limited (“TBL”) and certain individuals (collectively, the “Promoters”).
Pursuant to the Amendment, in order to secure the transaction and provide TBL
with a refundable down payment in a form consistent with Indian law, in advance
of completing the Original TBL Acquisition, IGC, agreed to provide a deposit in
the form of an advance (“TBL Advance”) towards the purchase of shares. The money
is refundable by TBL in the event certain conditions precedents, which include a
vote by IGC shareholders for the consummation of the transaction, are not met.
In the event that the conditions precedent are met, including an affirmative
vote by the IGC shareholders in favor of the consummation of the transaction,
the TBL Advance would be applied towards the purchase of shares of
TBL.
 
 IGC
agreed to advance up to INR 105,598,500 (approximately USD $2,670,000 at current
exchange rates) to TBL towards the purchase of 2,745,671 (the “TBL Portion of
Subscription Shares”) of the 7,150,000 Original TBL Shares (constituting
approximately 39.04% of the post issued paid up share capital of TBL) offered
pursuant to the Original TBL Subscription Agreement.
 
 Private
Placement Offering of Secured Promissory Notes (the “Bridge
Offering”)
 
 A
previously disclosed in our Form 8-K dated December 27, 2007, we conducted a
private placement offering of secured promissory notes (the “Notes”) for an
aggregate principal amount of up to $7,275,000 (the “Bridge Offering”). The
Notes bear interest at a rate equal to 5% per annum from the date of issuance
until paid in full. Each Note is payable in full on the earlier of ten (10)
business days following the consummation of a Business Combination or twelve
months from the date of issuance of the Note.   IGC can pre-pay
the Notes at any time without penalty or premium.  Except in the event
of the consummation of a Business Combination, each investor shall not be
entitled to repayment of its respective Note out of the Trust Account and each
investor irrevocably and unconditionally waived any right, title or interest in
or to any payment out of the Trust Account. Each Note is secured pursuant to a
Pledge Agreement (the “Pledge Agreement”), by and among IGC and the investors
under which IGC granted liens, on a pro rata basis to the investors, in shares
of the capital stock of IGC’s wholly owned subsidiary, India Globalization
Capital, Mauritius, Limited (IGC-M), which is the assignee of IGC’s acquisition
agreements relating to the proposed business combinations with Sricon, TBL
and Chiranjjeevi Wind Energy Limited.
 
 The
Company also agreed to issue up to 754,953 shares of common stock to the holders
of the Notes on a pro rata basis within ten business days following the
consummation of a Business Combination that is approved by a majority of the IGC
stockholders. Regardless of whether each of the Notes has been timely paid in
full, each holder shall be entitled to the issuance of the shares of common
stock should IGC enter into a Business Combination within twelve (12) months of
the effective date of each of the respective Notes.  If the Business
Combination is not approved by a majority of the IGC stockholders or otherwise
not consummated, IGC will have no obligation to issue shares of its common
stock to the holders of the Notes.
 
 On
December 24, 2007, IGC consummated the initial closing of the Bridge Offering in
the aggregate principal amount of $5,300,000 (including $4,300,000 from our
Founders as described in Note E) and on January 10, 2008 we consummated a
subsequent closing the aggregate principal amount of $1,975,000.  If
there is a successful Business Combination, the cost of the shares will be
recorded as stock compensation expense at the time of the Business Combination
based on the price of the company’s stock at the time of issuance of the
Notes.  The stock compensation expense associated with the issuance of
the shares will be approximately $3,267,000 and $1,209,000 for the issuance of
the 550,000 and 204,953 shares respectively.
 
 Stockholder
Vote
 
 The
Company has called a Special Meeting of Stockholders for February 20, 2008 to
consider and vote upon the Sricon and TBL Business Combinations described above.
On February 8, 2008, the Company filed and began to mail its Definitive Proxy
Statement on Schedule 14A containing detailed information concerning the
proposed Business Combinations, as well as the other matters described
therein.
  NOTE
I – VALUATION OF WARRANTS ISSUED TO OLIVEIRA CAPITAL, LLC
 
 As
previously disclosed, the Company sold a promissory note and 425,000 warrants to
Oliveira Capital, LLC for $3,000,000. Each warrant will entitle the holder
to purchase from the Company one share of common stock at an exercise price of
$5.00 commencing on the earlier of the completion of a Business Combination with
a target business or the distribution of the Trust Fund and expiring five years
from the date of issuance.  The Company has determined, based upon a
Black-Scholes model, that the fair value of the warrants on the date of issuance
would approximately be $ 1,235,000 using an expected life of five years,
volatility of 46% and a risk-free interest rate of 4.8%. This amount is
accounted for as a discount of the notes payable to Oliveira Capital, LLC. The
amortization of this amount for the nine months ended December 31, 2007 was
$1,052,988.
 
 We
computed volatility for a period of five years. For approximately the first
four years, we used the trading history of two representative companies that are
listed on the Indian Stock exchange. For approximately one year, the
trading history of the Company’s common stock was used. The average volatility
of the combined data extending over five years was calculated as
46%. Management believes that this volatility is a reasonable benchmark to
use in estimating the value of the warrants.
 
 10
 Table of Contents
  NOTE
J – SUBSEQUENT EVENTS
 
 As
discussed in Note H, on January 10, 2008 we consummated the second closing of
the Bridge Offering in the aggregate principal amount of
$1,975,500.
 
 As
disclosed on our Form 8-K dated January 8, 2008, we entered into a letter
agreement with Odeon and TBL extending the deadline of the closing of the Odeon
Acquisition from January 31, 2008 to April 30, 2008.
  ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
OPERATIONS
 
 Forward-Looking
Statements
  This
report contains forward-looking statements, including, among others, (a) our
expectations about possible business combinations, (b) our growth strategies,
(c) our future financing plans, and (d) our anticipated needs for working
capital.  Forward-looking statements, which involve assumptions and
describe our future plans, strategies, and expectations, are generally
identifiable by use of the words “may,” “should,” “expect,” “anticipate,”
“approximate,” “estimate,” “believe,” “intend,” “plan,” or “project,” or the
negative of these words or other variations on these words or comparable
terminology.  This information may involve known and unknown risks,
uncertainties, and other factors that may cause our actual results, performance,
or achievements to be materially different from the future results, performance,
or achievements expressed or implied by any forward-looking
statements.  Actual events or results may differ materially from those
discussed in forward-looking statements as a result of various factors,
including, without limitation, the risks outlined under our “Plan of Operation”
and matters described in this report generally and under the heading “Risk
Factors” included in the Company’s Definitive Proxy Statement on Schedule 14A
filed with the SEC on February 8, 2008 (the “Proxy Statement”). In light of
these risks and uncertainties, the events anticipated in the forward-looking
statements may or may not occur.  These statements are based on
current expectations and speak only as of the date of such statements. We
undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of future events, new information or
otherwise.
 
 The
information contained in this report identifies important factors that could
adversely affect actual results and performance. All forward-looking statements
attributable to us are expressly qualified in their entirety by the foregoing
cautionary statements.
 
 Description
of Business
  We were
formed on April 29, 2005, as a blank check company for the purpose of acquiring,
through a merger, capital stock exchange, asset acquisition or other similar
business combination, one or more businesses in an unspecified industry, with
operations primarily in India. We intend to use cash derived from the proceeds
of our initial public offering (the “Public Offering”), our capital stock, debt
or a combination of cash, capital stock or debt, to effect a Business
Combination.
 
 For the
three and nine months ended December 31, 2007, we had net loss of
($125,582) and ($78,251), respectively, derived primarily
from  interest income related to cash held in our Trust Account
(defined below), net of legal, interest expense, formation, travel, and other
start-up and acquisition related costs. For the period from April 29, 2005
(inception) through December 31, 2007, we had net income of $995,906, derived
primarily from interest income related to the cash held in our Trust Account,
net of legal, interest expense, formation, travel, other  and start-up
costs and compensation expense.
 
 For the
three and nine months ended December 31, 2006, we had net income of $344,036 and
$1,191,191, respectively, derived primarily from interest income related to the
cash held in our Trust Account, net of formation and other start-up
costs.
  Plan
of Operation
 
 As
described in the Proxy Statement, we have identified the infrastructure sector
including the road-building sector and the alternative energy sector as our
initial target industry.  On February 8, 2008, we filed and began
mailing the Proxy Statement seeking stockholder approval for the acquisitions of
Sricon Infrastructure Private Limited (“Sricon”) and Techni Bharathi Limited
(“TBL”).
 
 The net
proceeds from the sale of the Units in our Public Offering, our private
placement to officers and directors, loans from our Founders and the deferred
offering costs were $63,845,850, after deducting offering expenses and
underwriting discounts.  This amount is held in trust for the
benefit of investors in our Public Offering (the “Trust Account”). Additionally,
$1,769,400 of the proceeds attributable to the underwriters’ non-accountable
expense allowance has been deposited in the Trust Account.
 
 We do not
believe we will need additional financing to supplement the proceeds of our
Public Offering, our private placement to officers and directors and loans from
our Founders in order to meet the expenditures required for operating our
business, although, as discussed elsewhere in this Report, we have raised
additional financing to provide bridge financings to our pending acquisitions
prior to their consummation.  Interest earned on the Trust Account up
to a maximum of $2,150,000, may be used to pay for business, legal and
accounting due diligence on prospective acquisitions and continuing general and
administrative expenses incurred by the Company prior to consummation of a
Business Combination.  As of December 31, 2006, the maximum amount of
$2,150,000 was transferred into our operating account.  We anticipate
that the funds available to us outside of the Trust Account will be sufficient
to sustain our business activities for approximately 24 months, assuming
that a Business Combination is not consummated during that time.
 
 11
 Table of Contents
  To fund
our purchase of a debenture in MBL, we entered into a note and warrant purchase
agreement dated as of February 5, 2007 (the “MBL Warrant Agreement”) with
Oliveira Capital, LLC (“Oliveira”) pursuant to which we sold Oliveira a
Promissory Note (“Oliveira Note”) in the principal amount of $3,000,000 and a
warrant (the “Oliveira Warrant”) to purchase up to 425,000 shares of our common
stock (the “Warrant Shares”) at an initial exercise price of $5.00 per
share. The Company has determined that the MBL transaction is no longer
probable. The Oliveira Note bears interest at a rate of 8% per annum and
was due and payable in full upon the earlier of February 5, 2008 and the
date on which we consummate a Business Combination.  The Company and
Oliveira are negotiating an extension to the repayment beyond February 5, 2008
due date. If the Company extends the loan for 90 days without renegotiating an
extension we would be required tp issue an additional 425,000
warrants.  The Black Scholes valuation of the warrants was based on an
annualized volatility of 42.8%, an annual interest rate of 3% and an expiration
of 1,500 days would be $1,030,625.  We computed volatility for a
period of 1,500 days. For approximately the first two years, we used the
trading history of two representative companies that are listed on the Indian
Stock exchange. For approximately two years, the trading history of the
Company’s common stock was used.  The average volatility of the
combined data extending just over four years was calculated as 42.8%. 
Management believes that this volatility is a reasonable benchmark to use in
estimating the value of the warrants.    The Oliveira Note
is secured by the Debentures pursuant to a Pledge Agreement.  The
Warrant is exercisable during the period commencing on the consummation of a
Business Combination and ending on March 2, 2011.  The proceeds
held in the Trust Account are invested in government securities (Treasury Bills
and money market funds) until the earlier of (i) the consummation of our first
business combination or (ii) the distribution of the trust
account.  In the event that the Company does not consummate a Business
Combination within 18 months from the date of the consummation of the Public
Offering (March 8, 2006), or 24 months from the consummation of the Public
Offering if certain extension criteria have been satisfied (see “Plan of
Operations- Timing of Business
Combination” below), we will be forced to liquidate and the proceeds held
in the trust account will be distributed to the Company’s public
stockholders.  However, our founding stockholders (stockholders prior
to our Public Offering) will not participate in any liquidation distribution
with respect to any shares of our common stock acquired in connection with or
following the Public Offering.  If we are forced to liquidate, the
per-share liquidation may be less than the price at which public stockholders
purchased their shares because of the expenses related to our initial Public
Offering, our general and administrative expenses and the anticipated costs of
seeking a Business Combination.  Additionally, if third parties make
claims against us, the offering proceeds held in the trust account could be
subject to those claims, resulting in a further reduction to the per-share
liquidation price.
 Sources
of target businesses
  Since our
Public Offering, we have been actively engaged in sourcing a suitable Business
Combination candidate.  As described above, we have two pending
transactions and we will seek to consummate these transactions in the coming
months, subject to stockholder approval and other conditions. We have called a
Special Meeting of Stockholders for February 20, 2008 for the purpose of
approving these transactions, among other matters.
 
 We have
entered into a financial advisory agreement with Ferris, Baker Watts, Inc., the
representative of the underwriters in our public offering, and SG Americas
Securities, LLC, one of the participating underwriters in the public offering,
whereby Ferris, Baker Watts, Inc. and SG Americas Securities, LLC will serve as
our financial advisors in connection with a Business Combination for a period of
two years from the effective date of the Public Offering, March 2,
2006.  Ferris, Baker Watts, Inc. and SG Americas Securities, LLC will
perform certain advisory services for us, including without limitation,
assisting us in determining an appropriate acquisition strategy and tactics,
evaluating the consideration that may be offered to a target business, assisting
us in the negotiation of the financial terms and conditions of a Business
Combination and preparing a due diligence package regarding a Business
Combination for our board of directors.  The due diligence services
that have been provided, and continue to be provided, by Ferris, Baker Watts,
Inc. consist of gathering, preparing and organizing information to be considered
by our board of directors, among other things.  Pursuant to the terms
of this agreement, Ferris, Baker Watts, Inc.  will be entitled to
receive two percent of the consideration associated with any Business
Combination by us, a portion of which shall be allocated to SG Americas
Securities, LLC pursuant to a separate agreement between the
parties.  The fee will be capped at $1,500,000 and will be paid out of
the trust proceeds only upon consummation of a suitable Business
Combination.  In addition to the foregoing fee, we have agreed to
reimburse Ferris, Baker Watts, Inc. and SG Americas Securities, LLC, for all of
the reasonable out-of-pocket expenses incurred by it, whether or not a Business
Combination is consummated; provided, however, that such expenses in the
aggregate will not exceed $25,000 without our prior consent.
 
 In
addition to our advisory agreement with Ferris, Baker Watts, Inc. and SG
Americas Securities, LLC, we have also engaged the services of several
professional firms that specialize in due diligence, US GAAP audits, legal
audits, and other services that could help us in determining valuation and other
criteria.  In addition, on or around November 27, 2006, we engaged the
firm of SJS Associates, which provides the services of Mr. John Selvaraj an
individual with extensive experience in US GAAP, Indian GAAP and SEC
reporting.  Mr. Selvaraj was also appointed as our Treasurer on
November 27, 2006, following the resignation of Mr. Cherin.  SJS
Associates is a company held by Mr. Selvaraj.  Further, following a
search for legal firms in India that had U.S. and Indian trained attorneys that
could represent us, the Board appointed Economic Laws Practice (ELP), a legal
firm located in India, with six partners and over fifty
professionals.  Mr. Suhail Nathani, one of our board directors, is a
partner with ELP.
 
 Other
than the foregoing relationships (i.e.,ELP and SJS Associates),
we have not and do not anticipate paying our officers, directors, founding
stockholders or any entity with which they are affiliated, any finder’s fee,
salary or similar compensation for services rendered to us prior to or in
connection with the consummation of a Business Combination.
 
 12
 Table of Contents
  Evaluation of target businesses
 
 As outlined in our Proxy Statement, in evaluating prospective target
businesses, our management will likely consider, among other factors, the
following:
 
 •
              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.
  The above
criteria are not intended to be exhaustive.  In addition, our initial
Business Combination must be with one or more operating businesses that,
collectively, have a fair market value of at least 80% of our net assets
(excluding any fees and expenses held in the trust account for the benefit of
Ferris, Baker Watts, Inc.) at the time of the acquisition.  Any
evaluation relating to the merits of a particular Business Combination with one
or more operating businesses will be based, to the extent relevant, on the above
factors as well as other considerations deemed relevant by our management in
carrying out a Business Combination consistent with our business
objective.  In evaluating prospective target businesses, we intend to
conduct an extensive due diligence review that will encompass, among other
things, meetings with incumbent management and inspection of facilities, as well
as review of financial and other information that will be made available to
us.  Although our management intends to evaluate the risks inherent in
a particular target business, we may not be able to properly ascertain or assess
all significant risk factors.
  Timing
of a Business Combination
  Pursuant
to the terms of our public offering, we must complete a Business Combination
within 24 months after the consummation of the public offering, which occurred
on March 8, 2006.  If we do not complete the Business Combination,
then we will dissolve the Company and distribute to all of our public
stockholders, in proportion to their respective equity interests, an aggregate
sum equal to the amount in the trust account, inclusive of any interest, plus
any remaining net assets.
 
 13
 Table of Contents
  Employees
  We
currently have two executive officers, one of whom is a member of our board
of directors, as well as six special advisors.  We also utilize the
services of advisors, consultants and legal and tax professionals, among others,
to assist in evaluating potential target industries and companies, among other
tasks.  We expect to add employees to handle the additional workload
brought on by the transactions.
  Mr. Ram
Mukunda, our President and Chief Executive Officer is dedicated full time to
conducting due diligence on the target companies that we have
identified.  Our Chairman, Dr. Ranga Krishna and our Treasurer, Mr.
Selvaraj, are dedicated part time in helping with the due diligence on the
target companies.  Following a Business Combination, or an agreement
for a Business Combination we may recruit additional managers to supplement the
incumbent management of the target business or businesses, and we expect to hire
full-time employees as well.
 
 Off
Balance Sheet Arrangements
  Options
and warrants issued in conjunction with our initial public offering are
equity-linked derivatives; accordingly, they represent off balance sheet
arrangements.  The options and warrants meet the scope exception in
paragraph 11(a) of FAS 133 and are accordingly not accounted for as derivatives
for purposes of FAS 133, but instead are accounted for as equity.  See
the Notes to the March 31, 2007 financial statements for a discussion of
outstanding options and warrants.
 
 Quantitative
and Qualitative Disclosures About Market Risk
  Market
risk is the sensitivity of income to changes in interest rates, foreign
exchanges, commodity prices, equity prices and other market-driven rates or
prices.  We are not presently engaged in and, if a suitable business
target is not identified by us prior to the prescribed liquidation date of the
trust account, we may not engage in, any substantive commercial
business.  Accordingly, we are not and, until such time as we
consummate or, to the extent, that the acquisition price for a Business
Combination may be denominated in a foreign currency, enter into an agreement to
consummate, a Business Combination, we will not be exposed to risks associated
with foreign exchange rates, commodity prices, equity prices or other
market-driven rates or prices.  The net proceeds of our initial public
offering held in the trust account have been invested only government
securities, such as Treasury Bills and money market funds, meeting conditions of
the Investment Company Act of 1940.  Given our limited risk in our
exposure to money market funds, we do not view the interest rate risk to be
significant.
 
 Item 4.  Controls and Procedures
 
 Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in company reports filed or
submitted under Securities Exchange Act of 1934 (the “Exchange Act”) is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and
forms.  Disclosure controls and procedures include without limitation,
controls and procedures designed to ensure the information required to be
disclosed in company reports filed or submitted under the Exchange Act is
accumulated and communicated to management, including our chief executive
officer and treasurer, as appropriate to allow timely decisions regarding
disclosure.
  Our
management, including our President and Chief Executive Officer, Ram Mukunda,
along with our Treasurer, John C. Selvaraj, have reviewed and evaluated the
effectiveness of our disclosure controls and procedures as of December 31,
2007.  Based upon this review and evaluation, these officers believe
that our disclosure controls and procedures were effective as of that
date.
 
 Our
management, consisting of our President and Chief Executive Officer and our
Treasurer, have reviewed and evaluated any changes in our internal control over
financial reporting that occurred as of December 31, 2007 and there has been no
change that has materially affected or is reasonably likely to materially affect
our internal control over financial reporting.
    14
 Table of Contents
   PART
II. OTHER INFORMATION
 
 Item 1.  Legal Proceedings
 
 None.
 
 Item 2.  Unregistered Sales of Equity Securities and Use
of Proceeds
 
 Unregistered
Sales of Equity Securities
 
 On May 5,
2005, we issued 1,750,000 shares of common stock for an aggregate consideration
of $17,500 in cash, at an average purchase price of approximately $.01 per
share, as follows:
 
 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
              
              Former
      Chief Financial Officer, Treasurer and
Director
 
 On June
20, 2005, we issued 750,000 shares of common stock for an aggregate
consideration of $7,500 in cash, at a purchase price of approximately $.01 per
share, as follows:
 
 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
      stockholders. On September 7, 2005, one former stockholder surrendered to
      the Company 62,500 shares, and on February 5, 2006, another former
      stockholder surrendered to the Company 137,500 shares. These 200,000
      shares were reissued as set forth
below.
 
 On
February 5, 2006, we reissued the 200,000 shares of common stock for an
aggregate consideration of $2,000 in cash at a price of approximately $.01 per
share as follows:
 
 Name
              
              Number
      of Shares
              
              Relationship
      to
      UsDr.
      Ranga Krishna
              
              
              100,000
              
              Chairman
      of the BoardJohn
      Cherin
              
              
              37,500
              
              Former
      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
   15
 Table of Contents
  The
private placement offerings described above were not registered in reliance upon
an exemption from registration under Section 4(2) of the Securities Act of 1933
and Rule 506 of Regulation D.  Registration was not required because
the shares were sold to officers and directors of the issuer, who qualify as
“accredited investors,” as defined in Rule 501(a) of Regulation D, as well as
other persons who qualify as accredited investors.
 
 A
majority of the holders of these shares are entitled to make up to two demands
that we register these shares pursuant to an agreement between these
stockholders and the Company. The holders of the majority of these shares can
elect to exercise these registration rights at any time after the date on which
the lock-up period expires. After the Company receives the demand for
registration, it will notify the other holders of these shares of their ability
to include their shares in the registration. In addition, these stockholders
have certain “piggy-back” registration rights on registration statements filed
subsequent to such date. Piggyback registration rights allow these stockholders
to include their shares in a registered offering proposed by the Company. The
Company will bear the expenses incurred in connection with the filing of any
such registration statements.
 
 These
stockholders agreed to waive their rights to participate in any liquidation
distribution occurring upon our failure to consummate a Business Combination,
but only with respect to those shares of common stock acquired by them prior to
the public offering and the 170,000 shares included in the units they purchased
in the private placement. Therefore, they will participate in any liquidation
distribution with respect to any shares of common stock acquired in connection
with or following the public offering. In addition, in connection with the vote
required for our initial Business Combination, all of our existing stockholders,
including all of our officers, directors and special advisors, have agreed to
vote all of the shares of common stock owned by them, including those acquired
in the private placement or during or after the public offering, in accordance
with the majority of the shares of common stock voted by the public
stockholders.
 
 In
addition to the foregoing private placement offerings, Ram Mukunda, John Cherin
and Dr. Ranga Krishna purchased in the aggregate 170,000 units in the
above-mentioned private placement offering immediately prior to the public
offering, at a price equal to the price of the public offering, $6.00 per unit.
This private placement offering was not registered in reliance upon an exemption
from registration under Section 4(2) of the Securities Act of 1933 and Rule 506
of Regulation D. Registration was not required because the shares were sold to
officers and directors of the issuer, who qualify as “accredited investors,” as
defined in Rule 501(a) of Regulation D. As mentioned above, these stockholders
agreed to waive their respective rights to participate in any liquidation
distribution occurring upon our failure to consummate a Business Combination
with respect to the shares purchased in this private placement
offering.
 
 The units
purchased by the founding stockholders were identical to the units issued in the
initial public offering, consisting of one share of common stock and two
warrants. Each warrant entitles the holder to purchase one share of common stock
at an exercise price of $5.00 commencing the later of the completion of a
Business Combination or March 2, 2007 (one year from the effective date of the
public offering), and expiring March 2, 2011 (five years from the effective date
of the public offering). We have a right to call the warrants, provided the
common stock has traded at a closing price of at least $8.50 per share for any
20 trading days within a 30 trading day period ending on the third business day
prior to the date on which notice of redemption is given. If we call the
warrants, either the holder will have to redeem the warrants by purchasing the
common stock from us for $5.00 or the warrants will expire. On June 30, 2007,
24,874,000 shares of common stock were reserved for issuance upon exercise of
redeemable warrants, the Oliveira warrants and the underwriters’ purchase
option.
 
 As
previously disclosed in the Company’s Form 8-K’s dated December 27, 2007 and
January 8, 2008, the Company completed the private placement to accredited
investors of secured promissory notes (the “Notes”) for an aggregate principal
amount of $7,275,000 (the “Bridge Offering”). As part of the Bridge Offering,
the Company also agreed to issue an aggregate of 754,953 shares of its common
stock to the investors on a pro rata basis within ten business days following
the consummation of a Business Combination that is approved by a majority of the
Company’s stockholders. Reference is made to the aforementioned Form 8-Ks for
further information regarding the Bridge Offering.
  Registered
Offering Use of Proceeds
 
 The
registration statement for the Company’s initial public offering was declared
effective March 2, 2006. On March 8, 2006, the Company sold 11,304,500 units
(“Units”) in the Public Offering, including the over-allotment option of
1,474,500 Units exercised by the underwriters of the public offering. Each Unit
consists of one share of the Company’s common stock, $.0001 par value, and two
redeemable common stock purchase warrants.
 
 The
following is a breakdown of Units registered and the Units sold in that
offering:
 
 Amount
      Registered*
              
              Aggregate
      price of the
                amount
      registered
              
              Amount
      Sold
              
              Aggregate
      price of the
                amount
      sold to date11,304,500
      Units
              
              $
              67,827,000
              
              11,304,500
              
              $
              67,827,000
 ____________
 *
              Includes
      the over-allotment option of 1,474,500 Units exercised by the underwriters
      of the public offering
  After
deducting offering expenses of approximately $871,800 and underwriting discounts
of approximately $5,160,750, approximately $61,794,450 of the aggregate proceeds
from the public offering were deposited into the Trust Account at SunTrust Bank
maintained by Continental Stock Transfer & Trust Company acting as trustee.
Additionally, $1,769,400 of the proceeds attributable to the underwriters’
non-accountable expense allowance has been deposited in the Trust Account. The
net proceeds from the 170,000 Units that were purchased in a private placement
immediately prior to the public offering by our officers and directors were
placed in the Trust Account, which they have agreed to forfeit if a Business
Combination is not consummated. In addition, the proceeds from the loans from
our Founders in the aggregate amount of $870,000 were placed in the Trust
Account. The loans will be repaid from the interest accrued on the amount in
escrow, but will not be repaid from the principal in escrow.
  As of
March 31, 2007, the maximum amount of interest earned on the Trust Account of
$2,150,000 was transferred to the Company’s operating account to pay for
business, legal and accounting due diligence on prospective acquisitions and
general and administrative expenses incurred by the Company prior to
consummation of a Business Combination.
 
 16
 Table of Contents
  Item 3.  Defaults upon Senior Securities
 
 None.
 
 Item 4.  Submission of Matters to a Vote of Security
Holders
 
 None.
 
 Item 5.  Other Information
 
 There
have been no material changes to the rights of our security holders during the
period covered by this quarterly report.
 
 Item 6.  Exhibits
 
 The
following exhibits are included in this report:
 
 10.1
              First
      Amendment dated August 20, 2007 to Agreement dated April 29, 2007 between
      IGC, CWEL, AMTL and MAIL (incorporated by reference to the Company’s Form
      8-K dated August 20, 2007, filed as Exhibit 10.1 thereto).10.2
              Share
      Subscription Agreement dated September 16, 2007 by and among India
      Globalization Capital, Inc., Techni Bharathi Limited and the persons named
      as Promoters therein (incorporated by reference to the Company’s Form 8-K
      dated September 21, 2007, filed as Exhibit 10.1 thereto).10.3
              Shareholders
      Agreement dated September 16, 2007 by and among India Globalization
      Capital, Inc., Techni Bharathi Limited and the persons named as Promoters
      therein (incorporated by reference to the Company’s Form 8-K dated
      September 21, 2007, filed as Exhibit 10.2 thereto).10.4
              Share
      Purchase Agreement dated September 21, 2007 by and between India
      Globalization Capital, Inc. and Odeon Limited (incorporated by reference
      to the Company’s Form 8-K dated September 21, 2007, filed as Exhibit 10.3
      thereto).10.5
              Share
      Subscription Cum Purchase Agreement dated September 15, 2007 by and among
      India Globalization Capital, Inc., Sricon Infrastructure Private
      Limited and the persons named as Promoters therein (incorporated by
      reference to the Company’s Form 8-K dated September 21, 2007, filed as
      Exhibit 10.4 thereto).10.6
              Shareholders
      Agreement dated September 15, 2007 by and among India Globalization
      Capital, Inc., Sricon Infrastructure Private Limited and the persons
      named as Promoters therein (incorporated by reference to the Company’s
      Form 8-K dated September 21, 2007, filed as Exhibit 10.5
      thereto).10.7
              Amendment
      to the Share Subscription Cum Purchase Agreement Dated September 15, 2007,
      entered into on December 19, 2007 byand
      among India Globalization Capital, Inc., Sricon Infrastructure Private
      Limited and the persons named as Promoters therein(incorporated
      by reference to the Company’s Form 8-K dated December 19, 2007, filed as
      Exhibit 10.1 thereto).10.8
              Amendment
      to the Share Subscription Agreement Dated September 16, 2007, entered into
      on December 21, 2007 by and among IndiaGlobalization
      Capital, Inc., Techni Bharathi Limited and the persons named as Promoters
      therein (incorporated by reference to theCompany’s
      Form 8-K dated December 19, 2007, filed as Exhibit 10.2
      thereto).10.9
              Note
      Purchase Agreement, effective as of December 24, 2007, by and among India
      Globalization Capital, Inc. and the persons namedas
      Lenders therein (incorporated by reference to the Company’s Form 8-K dated
      December 19, 2007, filed as Exhibit 10.3 thereto).10.9
              Form
      of India Globalization Capital, Inc. Promissory Note (incorporated by
      reference to the Company’s Form 8-K dated December 19, 2007, filed as
      Exhibit 10.4 thereto).10.10
              Form
      of Registration Rights Agreement by and among India Globalization Capital,
      Inc. and the persons named as Investors therein (incorporated by reference
      to the Company’s Form 8-K dated December 19, 2007, filed as Exhibit 10.5
      thereto).10.11
              Form
      of Pledge Agreement, effective as of December 24, 2007, by and among India
      Globalization Capital, Inc. and the persons  named as
      Secured Parties therein (incorporated by reference to the Company’s Form
      8-K dated December 19, 2007, filed as Exhibit 10.6
      thereto).10.12
              Form
      of Lock up Letter Agreement, dated December 24, 2007 by and between India
      Globalization Capital, Inc. and Dr. Ranga Krishna (incorporated by
      reference to the Company’s Form 8-K dated December 19, 2007, filed as
      Exhibit 10.7 thereto).10.13
              Form
      of Letter Agreement, dated December 24, 2007, with Dr. Ranga Krishna
      (incorporated by reference to the Company’s Form 8-K dated December 19,
      2007, filed as Exhibit 10.8 thereto).10.14
              Form
      of Letter Agreement, dated December 24, 2007, with Oliveira Capital, LLC
      (incorporated by reference to the Company’s Form 8-K dated December 19,
      2007, filed as Exhibit 10.9 thereto).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.
  17
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  SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
   INDIA
      GLOBALIZATION CAPITAL, INC.February
      19, 2008
              By:
              /s/ Ram
      MukundaRam
      MukundaChief
      Executive Officer, President and Director
                (Principal
      Executive Officer)February
      19, 2008
              By:
              /s/  John B.
      SelvarajJohn
      B. SelvarajTreasurer(Principal
      Financial and Accounting Officer)
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