Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers

On January 18, 2022, the Board of Directors (the "Board") of India Globalization Capital Inc. (the "Company" or "IGC") appointed former Congressman Jim Moran ("Congressman Moran") to serve on the Board as a Class C director.

Congressman Moran will serve as an independent Class C director until the Company's 2022 annual meeting of stockholders or upon the election and qualification of successor directors, his earlier death, resignation, or removal. At the 2022 stockholders meeting, the Company plans to nominate him for election, and, if elected, he will serve for three years until the 2025 annual meeting.

Based on the director independence listing standards of the New York Stock Exchange and the Company's Corporate Governance Guidelines, the Board affirmatively determined that Congressman Moran is independent. There is no arrangement or understanding pursuant to which Congressman Moran was appointed to the Board, and there are no related party transactions between the Company and Congressman Moran that would require disclosure under Item 404(a) of Regulation S-K.

Congressman Moran's compensation will be consistent with the Company's standard compensation for non-employee directors. As a new non-employee director, Congressman Moran was granted 150,000 Restricted Stock Units ("RSUs") of the Company's common stock. Of these, 50,000 RSUs vest immediately while the remaining 100,000 RSUs vest in equal annual installments over two years. In addition, the Company entered into a Board of Directors Agreement with Congressman Moran in connection with his appointment to the Board, the form of which is filed herewith.

Item 7.01 Regulation FD Disclosure.

On January 18, 2022, the Company issued a press release announcing Congressman Moran's appointment to the Board as discussed in Item 5.02 of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including the Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.






(d)      Exhibits.



Exhibit No. Description
              IGC Board
10.1        of Directors
            Agreement
            Form*
              Press
            release
            issued by
99.1        India
            Globalization
            Capital, Inc.
            on January
            18, 2022.*
            Cover Page
            Interactive
104         Data File
            (formatted as
            Inline XBRL)




* Filed herewith.

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