Item 5.02. Departure of Directors or Certain Officers? Election of Directors? Appointment of Certain Officers? Compensatory Arrangements of Certain Officers.

On September 9, 2022, Ram Mukunda and Congressman James Moran were elected to India Globalization Capital's (the "Company") Board of Directors at the 2022 Annual Meeting of Stockholders (the "Annual Meeting"), to serve as Class C directors, until the 2025 annual meeting of stockholders, and Ms. Claudia Grimaldi was elected to the Company's Board of Directors at the Annual Meeting, to serve as a Class A director, until the 2023 annual meeting of stockholders, in each case until such directors' respective successors shall be duly elected and qualified, or until such directors' earlier death, resignation or removal from office.




Item 5.07.     Submission of Matters to a Vote of Security Holders.

On September 9, 2022, at the Annual Meeting, the Company's stockholders (i) elected Ram Mukunda and Congressman James Moran to the Company's Board of Directors to serve as Class C directors, until the 2025 annual meeting of stockholders and elected Ms. Claudia Grimaldi to the Company's Board of Directors to serve as a Class A director until the 2023 annual meeting of stockholders? (ii) ratified the appointment of Manohar Chowdhry & Associates as the Company's independent registered public accounting firm for the 2023 fiscal year? and (iii) approved the grant of 3,000,000 shares of common stock to be granted from time to time to the Company's current and new employees, advisors, directors, and consultants by the Company's Board of Directors, pursuant to certain metrics including performance, vesting, and incentive as set by the Company's Board of Directors and/or the CEO.

The total number of shares of the Company's common stock voted in person or by proxy at the Annual Meeting was 35,103,116 shares, representing approximately 67.40% of the 52,084,353 shares outstanding and entitled to vote at the Annual Meeting. We received a total of 11,861,428 broker non-votes. Each director nominee was elected, and each other matter submitted to a vote of the Company's stockholders at the Annual Meeting was approved by the requisite vote. The final voting results for each proposal are set forth below.





  1. Election of Directors.




        Nominee               For        Against    Abstain    Broker non-votes
Ram Mukunda                 22,161,108         0   1,080,580         11,861,428
Congressman James Moran     23,025,884         0     215,804         11,861,428
Claudia Grimaldi            22,384,149         0     857,539         11,861,428




  2. Proposal to ratify the appointment of Manohar Chowdhry & Associates as the
     Company's independent registered public accounting firm for the 2023 fiscal
     year.




   For       Against   Abstain
34,908,173   145,384    49,559




  3. Approval of the grant of 3,000,000 shares of common stock to be granted from
     time to time to the Company's current and new employees, advisors, directors,
     and consultants by the Company's Board of Directors, pursuant to certain
     metrics including performance, vesting, and incentive as set by the Company's
     Board of Directors and/or the CEO.




   For        Against    Abstain   Broker non-votes
21,421,955   1,784,961    34,772         11,861,428




  4. The proposal to adjourn the meeting to a later date was not necessary or
     appropriate because there were sufficient votes to approve the other
     proposals.

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Item 8.01.     Other Events.

On September 9, 2022, India Globalization Capital held the Annual Meeting, as previously scheduled. All the proposals passed. A copy of the press release announcing the results of the Annual Meeting voting is attached hereto as Exhibit 99.1.




Item 9.01.     Financial Statements and Exhibits.



(d)     Exhibits.



Exhibit No. Description

99.1          Press Release dated September 9, 2022.
104         Cover Page Interactive Data File (formatted as Inline XBRL)

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