Edgar Filing: India Globalization Capital, Inc.

indiaglobal-posam1172008.htm

As filed with the Securities and Exchange Commission on November 12, 2008

Registration No. 333-124942

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INDIA GLOBALIZATION CAPITAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		1600		20-2760393
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

4336 Montgomery Ave.

Bethesda, Maryland 20814

(301) 983-0998

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Ram Mukunda

Chief Executive Officer and President

India Globalization Capital, Inc.

4336 Montgomery Ave.

Bethesda, Maryland, 20814

(301) 983-0998

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copies to:

Michael E. Blount, Esq.

Stanley S. Jutkowitz, Esq.

Seyfarth Shaw LLP

131 S. Dearborn Street, Suite 2400

Chicago, Illinois 60603-5803

Telephone: (312) 460-5000

Facsimile: (312) 460-7000

Arthur S. Marcus, Esq.

Peter J. Gennuso, Esq.

Kristin J. Angelino, Esq.

Gersten Savage LLP

600 Lexington Avenue

New York, New York 10022

Telephone: (212) 752-9700

Facsimile: (212) 980-5192

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Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company þ

			Proposed Maximum			Proposed Maximum
Title of Each Class of	Amount to be		Offering Price			Aggregate Offering			Amount of
Securities to be Registered	Registered		per Security			Price			Registration Fee
Common Stock, $0.0001 par value per share		3,778,703	$	2.99	(1)	$	10,270,509.47	(1)	$	444.02
Warrants to purchase Common Stock (“Private Warrants”)		1,190,000	$	0.24	(2)	$	285,600	(2)	$	11.22
Shares of Common Stock underlying Private Warrants		1,190,000	$	5.00		$	5,950,000		$	233.84
Representative’s Purchase Option (“Option”)		1	$	100		$	100			(3	)
Units underlying the Representative’s Option (4)		500,000	$	7.50		$	3,750,000		$	148.36	(5)
Shares of Common Stock included as part of the Representative’s Units(4)		500,000		—			—			(3	)
Warrants included as part of the Representative’s Units(4)		1,000,000		—			—			(3	)
Shares of Common Stock underlying Warrants included in the Representative’s Units(4)		1,000,000	$	6.25		$	6,250,000		$	245.63	(5)
Warrants included as part of the Units issued by the registrant in its initial public offering (“Public Warrants”)		22,609,000		—			—			(3	)
Shares of Common Stock underlying Public Warrants		22,609,000	$	5.00		$	113,045,000		$	4,442.67	(5)
Total Fee									$	5,524.79
Previously Paid (5)									$	5,484.36
Total Due									$	40.39

(1)	In accordance with Rule 457(c) under the Securities Act of 1933, the price for common stock is estimated solely for the purposes of calculating the registration fee and is the average of the reported high and low sale prices of the common stock as reported on October 27, 2008.
(2)	In accordance with Rule 457(c) under the Securities Act of 1933, the price is estimated solely for the purposes of calculating the registration fee and is the average of the reported high and low sale prices of the warrants to purchase common stock as reported on October 27, 2008.
(3)	No fee required pursuant to Rule 457(g).
(4)	Pursuant to Rule 416, there are also registered such indeterminable additional securities as may be issued as a result of the anti-dilution provisions contained in the Warrants or the Option.
(5)	The registrant previously paid $46,884.61 in registration fees on May 13, 2005. The fee included the registration fees for the Units underlying the Representative’s Option, the shares of Common Stock underlying Warrants included in the Representative’s Units, and the shares of Common Stock underlying Public Warrants. The registrant paid an additional $648.69 in registration fees on October 29, 2008 Those fees included the fees for the Private Warrants, the shares of Common Stock underlying the Private Warrants and for a portion of the Common Stock being registered.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Explanatory Note

This Post-Effective Amendment No. 3 on Form S-1 relates in part to (i) the shares of common stock issuable upon exercise of warrants that were previously issued to public investors (ii) 500,000 units issuable to the underwriter from public offering pursuant to the purchase option that was previously granted to the underwriter, (iii) the warrants issuable pursuant to the purchase option that was previously issued to the underwriter and (iv) the shares of common stock issuable upon exercise of the warrants listed in subsection (iii), all in connection with the registrant’s initial public offering that were (together with certain other securities of the registrant) initially registered by the registrant on the Registration Statement on Form S-1 (File No. 333-124942) declared effective by the Securities and Exchange Commission on or about March 2, 2006. The Registration Statement was subsequently converted into a Registration Statement on Form S-3 by Post-Effective Amendment No. 1 on Form S-3 declared effective by the Securities and Exchange Commission on or about March 17, 2008 and back to a Registration Statement on Form S-1 by Post-Effective Amendment No. 2 on Form S-1 filed with the Securities and Exchange Commission on October 29, 2008. All filing fees payable in connection with the registration of these securities were previously paid in connection with the filing of the original registration statement for the initial public offering.

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The information in this Prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED November 12, 2008

PROSPECTUS

India Globalization Capital, Inc.

Common Stock and Warrants

This prospectus relates to the following:

(i) the purchase of 23,609,000 shares of common stock of India Globalization Capital, Inc. (“IGC” or “the Company”), par value $0.0001 per share, that are issuable upon the exercise of (A) warrants originally issued in our initial public offering pursuant to a prospectus dated March 3, 2006 and (B) warrants that are issuable upon the exercise of a unit purchase option (the “UPO”) sold to the underwriter for our initial public offering to purchase up to 500,000 units each consisting of one share of common stock and 2 warrants to purchase one share of common stock each. In order to obtain the shares, the holders of the warrants issued in our initial public offering to purchase 22,609,000 shares of our common stock must pay an exercise price of $5.00 per share for the shares underlying these warrants and the holders of the warrants issued in the UPO to purchase 1,000,000 shares of our common stock must pay an exercise price of $6.00. In order to obtain the UPO warrants, the holders of the UPO must first exercise the UPO at a price of $7.50 per unit. All of the warrants expire on March 3, 2011 at 5:00 p.m., Washington, D.C. time. We may call the warrants for redemption:

•

in whole and not in part;

•

at a price of $0.01 per warrant at any time after the warrants become exercisable;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the reported last sale price of the common stock equals or exceeds $8.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to warrant holders.

(ii) the purchase of 500,000 shares of common stock of IGC that are issuable upon the exercise of the UPO sold to the underwriter for our initial public offering. In order to obtain the shares, the holders of the UPO must first exercise the UPO at a price of $7.50 per unit. The UPO expires on March 2, 2011 at 5:00 p.m., Washington, D.C. time.

(iii) the resale of up to 4,968,703 shares of our common stock, including 3,778,703 shares of common stock currently outstanding and 1,190,000 shares of common stock issuable upon exercise of warrants issued by the Company in private placements (the “Private Warrants”). The shares of common stock will be offered for resale by certain stockholders of the Company listed in this prospectus (the “Selling Stockholders”).

(iv) the resale of up to 1,190,000 Private Warrants, each exercisable for 1 share of our common stock. The Private Warrants will be offered for resale by the Selling Stockholders.

The shares of common stock and Private Warrants offered by the Selling Stockholders to which this prospectus relates may be sold from time to time by and for the accounts of the Selling Stockholders named in this prospectus or in supplements to this prospectus. The Selling Stockholders may sell all or a portion of these shares and Private Warrants from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices.

The Company will not receive any of the proceeds from the sale of the shares of common stock offered by the Selling Stockholders.

Our units, shares of common stock and warrants are currently traded on the American Stock Exchange under the symbols “IGC.U,” “IGC” and “IGC.WS,” respectively. As of November 10, 2008, the closing sale price of our units was $2.96 (the last trade having been made on November 4, 2008), the closing sale price of our common stock was $2.67 and the closing sale price of our warrants was $0.20.

In reviewing this prospectus, you should carefully consider the matters described under the heading “Risk Factors” beginning on page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 12, 2008.

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Prospectus Summary	7
Risk Factors	10
Forward-Looking Statements	16
Use of Proceeds	17
Dividend Policy	17
Market Price of Our Common Stock	17
Determination of Offering Price	17
Selling Stockholders	18
Plan of Distribution	19
Selected Historical Financial Information	20
Management’s Discussion and Analysis of Financial Condition and Results of Operation	24
Business	33
Management	39
Executive Compensation	44
Certain Relationships and Related Transactions	46
Beneficial Ownership of Certain Owners and Management	47
Description of Capital Stock	50
Shares Eligible for Future Sale	53
Legal Matters	54
Experts	54
Where You Can Find More Information	54
Index to India Globalization Capital, Inc. Financial Statements	55

All references to “IGC,” “we,” “our,” “us,” and similar terms in this prospectus refer to India Globalization Capital, Inc.

Some of the industry data contained in this prospectus are derived from data from various third-party sources. We have not independently verified any of this information and cannot assure you of its accuracy or completeness. While we are not aware of any misstatements regarding any industry data presented herein, such data is subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) utilizing a shelf registration process. Under this shelf registration process, the Selling Stockholders may, from time to time, offer and sell shares of the common stock of the Company pursuant to this prospectus. It is important for you to read and consider all of the information contained in this prospectus and any applicable prospectus supplement before making a decision whether to invest in the common stock. You should also read and consider the information contained in the documents that we have incorporated by reference as described in “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” in this prospectus.

You should rely only on the information contained in this prospectus and any applicable prospectus supplement, including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering to sell or soliciting offers to buy, and will not sell, any securities in any jurisdiction where it is unlawful. You should assume that the information contained in this prospectus or any prospectus supplement, as well as information contained in a document that we have previously filed or in the future will file with the SEC and incorporate by reference into this prospectus or any prospectus supplement, is accurate only as of the date of this prospectus, the applicable prospectus supplement or the document containing that information, as the case may be.

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PROSPECTUS SUMMARY

The following is a summary of some of the information contained in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks relating to our business and common stock discussed under the heading “Risk Factors” and our financial statements.

India Globalization Capital, Inc.

Our Business

Background of India Globalization Capital, Inc. (IGC)

IGC, a Maryland corporation, was organized on April 29, 2005 as a blank check company formed for the purpose of acquiring one or more businesses with operations primarily in India through a merger, capital stock exchange, asset acquisition or other similar business combination or acquisition. On March 8, 2006, we completed an initial public offering. On February 19, 2007, we incorporated India Globalization Capital, Mauritius, Limited (IGC-M), a wholly owned subsidiary, under the laws of Mauritius. On March 7, 2008, we consummated the acquisition of 63% of the equity of Sricon Infrastructure Private Limited (Sricon) and 77% of the equity of Techni Bharathi Limited (TBL). The shares of the two Indian companies, Sricon and TBL, are held by IGC-M.

Most of the shares of Sricon and TBL acquired by IGC were purchased directly from the companies. IGC purchased a portion of the shares from the existing owners of the companies. The founders and management of Sricon own 37% of Sricon and the founders and management of TBL own 23% of TBL.

In connection with the acquisitions, IGC borrowed approximately $23,000,000 from Sricon and TBL, approximately $17,000,000 from Sricon and $6,000,000 from TBL Principal and interest on the loans is due and payable upon the earlier of March 7, 2009 and the consummation of the sale of all or substantially all of the assets or stock of IGC. The loans are unsecured and may be prepaid at any time without penalty.

The acquisitions were accounted for under the purchase method of accounting. Under this method of accounting, for accounting and financial purposes, IGC-M, Limited was treated as the acquiring entity and Sricon and TBL as the acquired entities. The financial statements provided here and going forward are the consolidated statements of IGC, which include IGC-M, Sricon, TBL and their subsidiaries. However, historical description of our business for periods and dates prior to March 7, 2008 include information on Sricon and TBL.

Unless the context requires otherwise, all references in this report to the “Company”, “IGC”, “we”, “our”, and “us” refer to India Globalization Capital, Inc, together with its wholly owned subsidiary IGC-M, and its direct and indirect subsidiaries (Sricon and TBL).

Background of Sricon and TBL

Sricon Infrastructure Private Limited (“Sricon”) was incorporated as a private limited company on March 3, 1997 in Nagpur, India. Sricon is an engineering and construction company that is engaged in three business areas: 12) civil construction of highways and other heavy construction, 2) mining and quarrying and 3) the construction and maintenance of high temperature cement and steel plants. Sricon has a pan-India focus and is accredited with ISO 9001:2000 certification and its present and past clients include various Indian government organizations. Sricon employs approximately 250 skilled employees and over 800 unskilled labor contractors. It currently has the capacity and prior experience to bid on contracts that are priced at a maximum of about $116 million. Sricon recently won, as disclosed in a press release, a contract to build 150 miles of rural roads including one major and 33 minor bridges.

Techni Bharathi Limited (“TBL”) was incorporated as a public (but not listed on the stock market) limited company on June 19, 1982 in Cochin, India. TBL is an engineering and construction company engaged in the execution of civil construction and structural engineering projects. TBL has a focus in the Indian states of Andhra Pradesh, Karnataka, Assam and Tamil Nadu. Its present and past clients include various Indian government organizations.

Core Business Areas

Our core business areas include the following:

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Highway and heavy construction:

The Indian government has articulated a plan to build and modernize Indian infrastructure. The government’s plan, which calls for spending over $475 billion over the next five years, includes the construction of rural roads, major highways and townships among other infrastructure. We have approximately $ 226 million worth of contracts in our order book including a $103 million contract to build 150 miles of rural roads including 33 bridges in the state of Madhya Pradesh, and contracts for the building of highways in Assam, Maharashtra and Madhya Pradesh totaling around $108 million. In addition, we have smaller construction contracts amounting for $15 million, including a construction contract in a township in Nagpur.

Mining and Quarrying

As Indian infrastructure modernizes, the demand for raw materials like stone aggregate, coal, ore and similar resources is projected to increase. In 2006, according to the Freedonia Group, India was the fourth largest stone aggregate market in the world with demand of up to 1.1 billion metric tons. Sricon has five site licenses with two installed crushers and produces approximately 600,000 metric tons of aggregate annually. The aggregate reserves in Sricon’s five quarries have a projected value of around $50 million. India is the third largest producer of coal and fourth largest producer of ore. Ten percent of the world’s coal reserves are in India. We have a multiyear contract valued around $62 million for the removal of overburden from open pit coal mines. Overburden is the layers and rock covering the coal seam, These types of excavation projects are necessary before mining can began.

Construction and maintenance of high temperature plants

Sricon has an expertise in the civil engineering, construction and maintenance of high temperature plants. For example, we construct cement and steel plants. This requires specialized skills to build and maintain the high temperature chimneys and kilns. We have a multiyear contract valued around $60 million for civil engineering and maintenance of high temperature cement plants.

Our Growth Strategy and Business Model

Our business model is simple. We bid on construction, mining and or maintenance contracts. Successful bids increase our backlog of orders, which favorably impacts our revenues and margins. The contracting process typically takes approximately six months. Over the years, we have been successful in winning one out of every seven bids on average. We currently have three bid teams. Historically, we bid on multi-year contracts up to $70 million, but more recently, we began bidding on contracts up to $110 million. Our growth strategy is six pronged: 1) increase the backlog of orders in the three areas of business to over $500 million, 2) recruit executives, business managers, and specifically three leads for the three lines of business, 3) recruit world class technical partners from the United States for each of our business lines, 4) eliminate or hedge risks associated with the volatility of commodity prices by, for example, ownership of aggregate quarries, mines, control over suppliers, or pass through contracts, 5) adapt a strategic and quantitative approach to building the business rather than one that is generic and short-sighted, and 6) install systems better enabling corporate governance, USGAAP reporting and contract monitoring.

Indian companies have historically reported in Indian GAAP. However we have increased the number of USGAAP accountants and continue to strengthen USGAAP reporting capability within our companies. Currently, we have chief financial officers located in India at of Sricon and TBL. In addition, we have a Chief Accounting Officer in the US. Also, we have augmented the in-house teams with a Delhi based consulting firm that specializes in both USGAAP and Sarbanes-Oxley (SOX) compliance. Adapting best practices for reporting, governance, and monitoring is of immediate strategic value as it leads to a quantitative approach and, therefore, part of our growth strategy and business model.

Please see the “Risk Factors” section commencing on page 10 for more information concerning the risks of investing in our company.

WHERE YOU CAN FIND MORE INFORMATION

We have three securities listed on the American Stock Exchange: (1) common stock, $.0001 par value (ticker symbol: IGC), (2) redeemable warrants to purchase common stock (ticker symbol: IGC.WS) and (3) units consisting of one share of common stock and two redeemable warrants to purchase common stock (ticker symbol: IGC.U).

We will make available on our website, www.indiaglobalcap.com, our annual reports, quarterly reports, proxy statements as well as up to- date investor presentations. The registration statement and its exhibits, as well as our other reports filed with the SEC, can be inspected and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a web site at http://www.sec.gov which contains the Form S-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

We have filed a registration statement on Form S-1 with the SEC registering under the Securities Act the common stock that may be distributed under this prospectus. This prospectus, which is a part of such registration statement, does not include all of the information contained in the registration statement and its exhibits. For further information regarding us and our common stock, you should consult the registration statement and its exhibits.

Statements contained in this prospectus concerning the provisions of any documents are summaries of those documents, and we refer you to the documents filed with the SEC for more information. The registration statement and any of its amendments, including exhibits filed as a part of the registration statement or an amendment to the registration statement, are available for inspection and copying as described above.

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The Offering

We have agreed to register (i) 4,968,703 shares owned by the Selling Stockholders or issuable to the Selling Stockholders by exercise of warrants they own (including the warrants registered hereunder) and (ii) 1,190,000 warrants owned by the Selling Stockholders for resale pursuant to this prospectus, which comprise all of our shares and warrants owned by certain of the Selling Stockholders.


Issuer		India Globalization Capital, Inc., a Maryland corporation
Shares Offered		4,968,703 shares
Warrants Offered		1,190,000 warrants
Shares Outstanding		8,780,107 shares
Warrants Outstanding		23,799,000 warrants
Use of Proceeds		We will not receive any proceeds from the resale of shares of common stock or warrants by the Selling Stockholders.
Warrant Terms:
Exercisability		Each warrant is exercisable for one share of common stock.
Exercise Price		$5.00
Exercise Period		The warrants are currently exercisable.
		The warrants will expire at 5:00 p.m., Washington, DC time, on March 3, 2011 or earlier upon redemption.
Redemption		We may redeem the outstanding warrants (including warrants held by our Underwriters as a result of the exercise of the unit purchase option) and the warrants issued to Selling Stockholders: • in whole and not in part; • at a price of $.01 per warrant at any time after the warrants become exercisable; • upon a minimum of 30 days’ prior written notice of redemption; and • if, and only if, the last sales price of our common stock equals or exceeds $8.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption.

American Stock Exchange Symbols:
Common Stock:		IGC
Warrants		IGC.WS
Units		IGC.U
Risk Factors		You should carefully consider the matters discussed under the heading “Risk Factors”

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RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this prospectus in evaluating us and our common stock and other securities. If any of the following risks and uncertainties develop into actual events, they could have a material adverse effect on our business, financial condition or results of operations. In that case, the trading price of our common stock and other securities also could be adversely affected. We make various statements in this section, which constitute “ forward-looking statements.” See “Forward-Looking Statements. We refer to Sricon Infrastructure Private Limited as Sricon and Techni Bharathi Limited as TBL.

RISKS ASSOCIATED WITH OUR INDUSTRY AND DOING BUSINESS IN INDIA

Any downgrading of India’s debt rating by an international rating agency, or an increase in interest rates in India, could have a negative impact on our ability to borrow in India.

Our road building business is a leveraged business. Any adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies as well as an increase in Indian interest rates may adversely impact our ability to finance growth through debt and could lead to a tightening of our margins, adversely effecting our business.

A change in government policy, a down turn in the Indian economy or a natural disaster could adversely affect our business, financial condition, results of operations and future prospects.

Our business is road building in India. Sricon and TBL, our road builders, presently conduct all their operations in India. Sricon and TBL are dependent on the government of India as well as the state governments for contracts to maintain and build roads. Their operations and financial results may be affected by changes in the government’s policy towards road maintenance and road building. In addition, a slow down in the Indian economy or its growth rate, social unrest, natural disasters, or a change in government could cause the government to slow down the pace of road building which could adversely affect our future performance.

Political, economic, social and other factors in India may adversely affect business.

Our ability to grow our business may be adversely affected by political, economic, social and religious factors, changes in Indian law or regulations and the status of India’s relations with other countries. In addition, the economy of India may differ favorably or unfavorably from the U.S. economy in such respects as the rate of growth of gross domestic product, the rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. According to the World Factbook published by the United States Central Intelligence Agency, the Indian government has exercised and continues to exercise significant influence over many aspects of the economy, and privatization of government-owned industries proceeds at a slow pace. Accordingly, Indian government actions in the future could have a significant effect on the Indian economy, which could have a material adverse affect on our ability to achieve our business objective.

Since mid-1991, the Indian government has committed itself to implementing an economic structural reform program with the objective of liberalizing India’s exchange and trade policies, reducing the fiscal deficit, controlling inflation, promoting a sound monetary policy, reforming the financial sector, and placing greater reliance on market mechanisms to direct economic activity. A significant component of the program is the promotion of foreign investment in key areas of the economy and the further development of, and the relaxation of restrictions in, the private sector. These policies have been coupled with the express intention to redirect the government’s central planning function away from the allocation of resources and toward the issuance of indicative guidelines. While the government’s policies have resulted in improved economic performance, there can be no assurance that the economic improvement will be sustained. Moreover, there can be no assurance that these economic reforms will persist, and that any newly elected government will continue the program of economic liberalization of previous governments. Any change may adversely affect Indian laws and policies with respect to foreign investment and currency exchange. Such changes in economic policies could negatively affect the general business and economic conditions in India, which could in turn adversely affect our business.

Terrorist attacks and other acts of violence or war involving India and other countries could adversely affect the financial markets and our business.

Terrorist attacks and other acts of violence could have the direct effect of destroying our plant and property causing a loss and interruption of business. According to the World Factbook, religious and border disputes persist in India and remain pressing problems. For example, India has from time to time experienced civil unrest and hostilities with neighboring countries such as Pakistan. The longstanding dispute with Pakistan over the border Indian state of Jammu and Kashmir, a majority of whose population is Muslim, remains unresolved. If the Indian government is unable to control the violence and disruption associated with these tensions, the results could destabilize the economy and, consequently, adversely affect our business.

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Since early 2003, there have also been military hostilities and civil unrest in Afghanistan, Iraq and other Asian countries. These events could adversely influence the Indian economy and, as a result, negatively affect our business.

While we will have insurance to cover these risks there can be no guarantee that we will be able to collect in a timely manner. Terrorist attacks, or the threat of violence could slow down road building activity adversely affecting our road building business.

Exchange controls that exist in India may limit our ability to utilize our cash flow effectively following a business combination.

We are subject to India’s rules and regulations on currency conversion. In India, the Foreign Exchange Regulation Act or FERA, regulates the conversion of the Indian rupee into foreign currencies. FERA provisions previously imposed restrictions on locally incorporated companies with foreign equity holdings in excess of 40%, known as FERA companies. However, comprehensive amendments have been made to FERA to support the economic liberalization. Such companies are now permitted to operate in India without any special restrictions, effectively placing them on par with wholly Indian owned companies. In addition, foreign exchange controls have been substantially relaxed. Notwithstanding these changes, the Indian foreign exchange market is not yet fully developed and we cannot assure you that the Indian authorities will not revert back to regulating FERA companies and impose new restrictions on the convertibility of the Indian rupee. Any future restrictions on currency exchanges may limit our ability to use our cash flow for the distribution of dividends to our stockholders or to fund operations we may have outside of India.

Changes in the exchange rate of the Indian rupee may negatively impact our revenues and expenses.

Our operations are primarily located in India and we receive payment in Indian rupees. As the results of operations are reported in US dollars, to the extent that there is a decrease in the exchange rate of Indian rupees into US dollars, such a decreae could have a material impact on our operating results or financial condition.

Returns on investment in Indian companies may be decreased by withholding and other taxes.

Our investments in India will incur tax risk unique to investment in India and in developing economies in general. Income that might otherwise not be subject to withholding of local income tax under normal international conventions may be subject to withholding of Indian income tax. Under treaties with India and under local Indian income tax law, income is generally sourced in India and subject to Indian tax if paid from India. This is true whether or not the services or the earning of the income would normally be considered as from sources outside India in other contexts. Additionally, proof of payment of withholding taxes may be required as part of the remittance procedure. Any withholding taxes paid by us on income from our investments in India may or may not be creditable on our income tax returns.

We intend to avail ourselves of income tax treaties with India and minimize any Indian withholding tax or local taxes. However, there is no assurance that the Indian tax authorities will always recognize such treaties and its applications. We have also created a foreign subsidiary in Mauritius, in order to limit the potential tax exposure.

Our industry depends on the stability of policies and the political situation in India and a change in policy could adversely affect our business.

The role of the Indian central and state governments in the Indian economy on producers, consumers and regulators has remained significant over the years. Since 1991, the Government of India has pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector. We cannot assure you that these liberalization policies will continue under the present or under newly elected governments. Protests against privatization could slowdown the pace of liberalization and deregulation. The rate of economic liberalization could change, and specific laws and policies affecting companies in the infrastructure sector in India, foreign investment, currency exchange rates and other matters affecting our business could change as well. A significant change in India’s economic liberalization and deregulation policies could disrupt business and economic conditions in India and thereby affect our business.

Because the Indian judiciary will determine the scope and enforcement under Indian law of almost all of Sricon and TBL’s material agreements, we may be unable to enforce our rights inside and outside of India.

Sricon and TBL operate under the laws of India. Substantially all of the assets of Sricon and TBL are located in India and the majority of its officers and directors and the experts named in this prospectus are outside the United States. Although India and the United States are signatories to the 1965 Hague Convention on the Service Abroad of Judicial and Extra Judicial Documents in Civil and Commercial Matters, service under this treaty is cumbersome and time consuming, and may result in inadequate notice so that any judgment based on that service may be reopened, re-litigated and overturned. It is therefore unlikely that service of process on Sricon and TBL or their officers and directors can be obtained within the United States. Further, it may be difficult to enforce in India a judgment obtained in the United States. These difficulties stem from the lack of official judicial arrangements between the United States and India, which means that judgments of United States courts will not be enforced in India without review and re-litigation of the merits of their claims.

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There is doubt as to the enforceability in India of actions to enforce judgments of United States courts arising out of or based on ownership of the securities of Sricon and TBL, including judgments arising out of or based on civil liability provisions of United States federal or state securities laws. There is also doubt whether the Indian courts would enforce, in original actions, judgments against Sricon, TBL or the persons mentioned above predicated solely based upon United States securities laws.

Original actions may be brought in India against these parties only if the actions are not required to be arbitrated by Indian law and only if the facts alleged in the complaint give rise to a cause of action under Indian law, in which event, an Indian court may award monetary damages.

RISKS ASSOCIATED WITH OUR BUSINESS

The cost of obtaining bank financing may reduce TBL’s income.

TBL has restructured some of its bank debt and may, in the future, face higher interest rates or will require higher collateral with the banks. This increases the cost of money for TBL and could decrease its margins. While IGC expects to provide collateral support for two to three years, by which time we expect the credit worthiness of TBL to increase to adequate levels, there can be no assurance that TBL will not have to pay higher interest rates in the future, which could reduce its income.

We may not be able to obtain necessary raw materials at competitive prices.

Construction contracts are primarily dependent on adequate and timely supply of raw materials, such as cement, steel and aggregates, at competitive prices. As competition from larger and well-established players increases for procuring raw materials, we could face an increase in the price of raw materials that negatively impacts our profitability.

Our business is dependent on contracts awarded by the Government and its agencies.

The businesses of Sricon and TBL are dependent on the implementation of the central and state budget allocations to the infrastructure sector. Sricon and TBL derive the bulk of their revenue from contracts awarded by the central and state governments of India and their agencies. If there are delays in the payment of invoices by the government, our working capital requirements could increase. The Build, Operate and Transfer (BOT) industry is a competitive one, and Sricon and TBL may be outbid for government contracts. In addition, to the extent that Sricon and TBL fail to perform in accordance with the criteria of existing contracts, the governments may be more inclined to seek alternative sources of BOT services.

We may face penalties for time overruns.

Sricon and TBL execute construction contracts primarily in the roads and infrastructure development sectors. Sricon and TBL typically enter into high value contracts for these activities, which provide for penalties if contracts are not executed in a timely manner. If Sricon and TBL are unable to meet the performance criteria as prescribed by the respective contracts and if penalties are levied, the financial performance of these companies could be adversely affected.

Our business is dependent on continuing relationships with clients and strategic partners.

Our business is dependent on developing and maintaining strategic alliances with contractors that undertake turnkey contracts for infrastructure development projects as well as government organizations.

The business and our results could be adversely affected if we are unable to maintain a continuing relationship and pre-qualified status with key clients and strategic partners.

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Our business relies heavily on our management team and any unexpected loss of key officers may adversely affect our operations.

The continued success of our business is largely dependent on the continued services of key employees in IGC, Sricon, and TBL as well as all our subsidiaries. The loss of the services of certain key personnel, without adequate replacement, could have an adverse effect on our performance. Our senior management as well as the senior management of our subsidiaries have played a significant role in developing and executing the overall business plan, maintaining client relationships, proprietary processes and technology. While none is irreplaceable, the loss of the services of any would be disruptive to our business.

Our quarterly revenue, operating results and profitability will vary.

Factors that may contribute to the variability of quarterly revenue, operating results or profitability include:

·	Fluctuations in revenue due to seasonality: For example, during the monsoon season, the heavy rains slow down road building and during the summer months the winds are not strong enough to power the wind turbines. This results in uneven revenue and operating results over the year.

·	Commencement, completion and termination of contracts during any particular quarter.

·	Additions and departures of key personnel.

·	Claims filed against the contractee for delays and changes in scope, among others, can sometimes enter arbitration and take time to settle. This could result in a tightening of working capital.

·	Strategic decisions made by us and our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments and changes in business strategy.

The revenue recognition policy records contract revenue for those stages of a project that we complete, after we receive certification from the client that such stage has been successfully completed. Since revenue is not recognized until we receive a certification from our clients, revenue recognition can be uneven.

Our subsidiaries may become involved in litigation in the future.

Our subsidiaries are fairly large companies and may have to initiate actions in the Indian Courts to enforce their rights and may also be drawn into legal litigation. The expenses of litigation and any judgments against us could have a material adverse effect on us.

We face intense competition in the Indian infrastructure industry.

The Indian real estate and infrastructure industries are increasingly attracting foreign capital. We currently have competition from international as well as domestic companies that operate at the national level. Smaller localized contractors / companies are also competing in their respective regions. If we are unable to offer competitive prices and obtain contracts, there could be a significant reduction in our revenue.

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Our operations are sensitive to weather conditions.

Our business activities in India could be materially and adversely affected by severe weather conditions. Severe weather conditions may require Sricon and TBL to evacuate personnel or curtail services and may result in damage to a portion of Sricon and TBL’s fleet of equipment or to our facilities, resulting in the suspension of operations, and may further prevent Sricon and TBL from delivering materials to project sites in accordance with contract schedules or generally reduce our productivity. Difficult working conditions and extremely high temperatures also adversely affect the operations of Sricon and TBL during summer months and during monsoon season, which restrict our ability to carry on construction activities and fully utilize our resources.

The revenue recorded in the first half of our fiscal year between April and September is traditionally lower than revenue recorded during the second half of our fiscal year due to the weather conditions. During periods of curtailed activity due to adverse weather conditions, Sricon and TBL may continue to incur operating expenses, reducing profitability.

Compliance with Foreign Corrupt Practices Act could adversely impact our competitive position. Failure to comply could subject us to penalties and other adverse consequences.

We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States public companies from engaging in bribery of or other prohibited payments to foreign officials to obtain or retain business. While we will take precautions to educate the employees of our subsidiaries of the Foreign Corrupt Practices Act, there can be no assurance that we or the employees or agents of our subsidiaries will not engage in such conduct, for which we might be held responsible. We could suffer penalties that may have a material adverse effect on our business, financial condition and results of operations.

We may issue shares of our capital stock, including through convertible debt securities, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership.

Our certificate of incorporation authorizes the issuance of up to 75,000,000 shares of common stock, par value $.0001 per share and 1,000,000 shares of preferred stock, par value $.0001 per share. There are currently approximately 40,000,000 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants and the purchase option granted to Ferris, Baker Watts, Inc. and shares authorized for issuance under our 2008 Omnibus Incentive Plan) and all of the 1,000,000 shares of preferred stock available for issuance. We have recently issued 200,000 shares of our common stock in connection with a private placement of debt securities and may engage in similar private placements in the future. The issuance of additional shares of our common stock including upon conversion of any debt securities:


	•	may significantly reduce the equity interest of our existing shareholders; and

	•	may adversely affect prevailing market prices for our common stock, warrants or units.

We may issue notes or other debt securities, which may adversely affect our leverage and financial condition.

We recently sold $2,000,000 in a private placement of debt securities and may engage in similar private placements in the future. The incurrence of this debt:


	•	may lead to default and foreclosure on our assets if our operating revenues are insufficient to pay our debt obligations;

	•	may cause an acceleration of our obligations to repay the debt even if we make all principal and interest payments when due if we breach the covenants contained in the terms of the debt documents;

	•	may create an obligation to immediately repay all principal and accrued interest, if any, upon demand to the extent any debt securities are payable on demand; and

	•	may hinder our ability to obtain additional financing, if necessary, to the extent any debt securities contain covenants restricting our ability to obtain additional financing while such security is outstanding, or to the extent our existing leverage discourages other potential investors.

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Additional capital maybe costly or difficult to obtain.

Additional capital, whether through the offering of equity or debt securities,may not be available on reasonable terms or at all, especially in light of the recent downturn in the economy and dislocations in the credit and capital markets. If we are unable to obtain required additional capital, we may have to curtail our growth plans or cut back on existing business and, further, we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business. We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

If we are unable to repay the loans from Sricon and TBL when due, they may have difficulty competing for future large contracts.

We believe that Sricon and TBL will ultimately require the amounts they loaned to us in order to expand their operations and the scope of contracts on which they can bid. If we are unable to repay the loans made to us by Sricon and TBL on time, Sricon and TBL may be required to find alternative sources of funding for such expansion, and the costs and timing of obtaining such funding may make it more difficult for these companies to expand the scope of contracts for which they can compete. To the extent Sricon or TBL obtain additional funding, or we are unable to repay the loans, it may result in the issuance by Sricon or TBL of additional shares of capital stock or our tender to Sricon and TBL of a portion of the shares we acquired from them, resulting in the dilution of our interest in Sricon and TBL.

RISKS RELATED TO OUR SECURITIES

If the benefits of our acquisition of TBL and Sricon do not meet the expectations of financial or industry analysts, the market price of our common stock may decline.

The market price of our common stock may decline if:

·	we do not achieve the perceived benefits of our acquisition of TBL and Sricon as rapidly as, or to the extent anticipated by, financial or industry analysts; or

·	the effect of the Acquisition on our financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of a decreasing stock price.

Although we are required to use our best efforts to have an effective registration statement covering the issuance of the shares underlying the public warrants at the time that our warrant holders exercise their public warrants, we cannot guarantee that a registration statement will be effective, in which case our warrant holders may not be able to exercise our public warrants and such warrants may expire worthless.

Holders of our public warrants will be able to exercise the warrants only if a current registration statement under the Securities Act of 1933 relating to the shares of our common stock underlying the warrants is then effective. Although we have undertaken in the warrant agreement, and therefore have a contractual obligation, to use our best efforts to maintain a current registration statement covering the shares underlying the public warrants following completion of this offering, to the extent required by federal securities laws, and we intend to comply with such undertaking, with this registration statement satisfying that requirement, we cannot assure you that we will be able to do so. In no event shall we be liable for, or any registered holder of any warrant be entitled to receive, (a) physical settlement in securities unless the conditions and requirements set forth in the warrant agreement have been satisfied or (b) any net-cash settlement or other consideration in lieu of physical settlement in securities. The value of the public warrants may be greatly reduced if a registration statement covering the shares issuable upon the exercise of the warrants is not kept current. Such warrants may expire worthless.

Because the warrants sold in the private placements were originally issued pursuant to an exemption from registration requirements under the federal securities laws, the holders of the warrants sold in the private placement will be able to exercise their warrants even if, at the time of exercise, a prospectus relating to the common stock issuable upon exercise of such warrants is not current. As a result, the holders of the warrants purchased in the private placements will not have any restrictions with respect to the exercise of their warrants. As described above, the holders of the public warrants will not be able to exercise them unless we have a current registration statement covering the shares issuable upon their exercise.

If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will rely in part on the research and reports that equity research analysts publish about us and our business. We do not control these analysts. The price of our stock could decline if one or more equity analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

We do not currently intend to pay dividends, which may limit the return on your investment in us.

We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

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FORWARD-LOOKING STATEMENTS

We believe that some of the information in this prospectus constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “may,” will,” “should,” “believes,” “expects,” “intends,” “anticipates,” “thinks,” “plans,” “estimates,” “seeks,” “predicts,” “potential” or similar words or the negative of these words or other variations on these words or comparable terminology. You should read statements that contain these words carefully because they discuss future expectations, contain projections of future results of operations or financial conditions or state or other forward looking information.

While we believe it is important to communicate our expectations to our stockholders, there may be events in the future that we are not able to accurately predict or over which we have no control. The risk factors and cautionary language discussed in this prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in our forward-looking statements, including among other things:

·	Competition in the road building sector.

·	Legislation by the government of India.

·	General economic conditions and the Indian growth rates.

·	Our ability to win licenses, contracts and execute.

You should be aware that the occurrence of the events described in these risk factors and elsewhere in this prospectus could have a material adverse effect on our business, financial condition and results of operations.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus.

All forward-looking statements included herein attributable to us or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

Before you decide to invest in our securities, you should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this prospectus could have a material adverse effect on us.

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USE OF PROCEEDS

Assuming the exercise for cash of (i) all the warrants issued in our initial public offering, (ii) the underwriter’s purchase option in full and (iii) all the warrants included as part of the units issuable upon exercise of the underwriter’s purchase option, we will receive gross proceeds of $123,045,000. Assuming the exercise for cash of all the warrants issued in private placements we will receive gross proceeds of $5,950,000. We intend to use the proceeds for working capital, operating expenses and other general corporate purposes. If at the time the warrants are exercised we have incurred indebtedness, we may also use the proceeds to repay indebtedness. There is no assurance that the holders of the warrants will elect to exercise any or all of the warrants.

We will not receive any proceeds from the sale of common stock or warrants by the Selling Stockholders. The Selling Stockholders will pay any underwriting discounts and commissions and expenses incurred by them in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the issuance and registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees, American Stock Exchange fees and fees and expenses of our counsel and our accountants.

DIVIDEND POLICY

We have not paid any cash dividends on its common stock to date. It is the present intention of the board of directors to retain all earnings, if any, for use in the business operations, and consequently, the board does not anticipate declaring any dividends in the foreseeable future. The payment of any dividends will be with the discretion of the board of directors and will be contingent upon our financial condition, results of operations, capital requirements and other factors our board deems relevant.

MARKET PRICE OF OUR COMMON STOCK, WARRANTS AND UNITS

The following table shows, for the last eight fiscal quarters, the high and low closing prices per share of the Common Stock, Warrants and Units as quoted on the American Stock Exchange:

	Common Stock				Warrants				Units
Quarter Ended	High		Low		High		Low		High		Low
December 31, 2006	$	5.86	$	5.43	$	0.87	$	0.39	$	7.74	$	6.22
March 31, 2007	$	5.86	$	5.56	$	0.99	$	0.64	$	7.79	$	6.85
June 30, 2007	$	5.77	$	5.57	$	0.79	$	0.59	$	7.32	$	6.85
September 30, 2007	$	5.85	$	5.64	$	0.63	$	0.36	$	7.10	$	6.40
December 31, 2007	$	5.94	$	5.69	$	0.59	$	0.34	$	6.90	$	6.35
March 31, 2008	$	5.90	$	3.60	$	0.73	$	0.25	$	7.45	$	4.15
June 30, 2008	$	5.90	$	3.81	$	1.30	$	0.58	$	8.80	$	5.28
September 30, 2008	$	4.99	$	4.50	$	1.00	$	0.55	$	6.86	$	5.65

A recent reported closing price for our common stock, warrants and units is set forth on the cover page of this prospectus. Continental Stock Transfer & Trust Company is the transfer agent and registrar for our common stock. As of September 30, 2008, we had 946 holders of record of our common stock, 173 holders of record of our units and 1,054 holders of record of our warrants.

DETERMINATION OF OFFERING PRICE

The prices at which the shares of common stock covered by this prospectus may actually be disposed may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

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SELLING STOCKHOLDERS

The following tables set forth information with respect to the beneficial ownership of our common stock by the Selling Stockholders as of October 9, 2008. Beneficial ownership is determined in accordance with SEC rules, and generally includes voting or investment power with respect to securities. For a discussion of material relationships with the Selling Stockholders, see “Certain Relationships and Related Transactions” below.

The Selling Stockholders, if they desire, may dispose of the shares and warrants covered by this prospectus from time to time at such prices as they may choose. Before a stockholder not named below may use this prospectus in connection with an offering of shares, this prospectus must be amended or supplemented to include the name and number of shares beneficially owned by the selling stockholder and the number of shares to be offered. Any amended or supplemented prospectus also will disclose whether any selling stockholder named in that amended or supplemented prospectus has held any position, office or other material relationship with us or any of our predecessors or affiliates during the three years prior to the date of the amended or supplemented prospectus.

	Beneficial Ownership of Selling Stockholders Before this Offering					Number of Securities		Beneficial Ownership Upon Completion of this Offering (Assuming all Securities Offered hereby are Sold)(1)
	Number of					Being		Number of
Name	Shares		Percent			Offered (1)		Shares		Percent
Steven Michael Oliveira (2)(3)		3,972,793		37.5	%		3,972,793		0		*	%
Ranga Krishna (2)(4)		2,199,289		24.3	%		2,199,289		0		*	%
Ram Mukunda (2)(5)		618,182		7.0	%		618,182		0		*
John Cherin (2)(4)		24,999		*			24,999		0		*
Patricia Cherin(2)		167,749		*			167,749		0		*
Sudhakar Shenoy		50,000		*			50,000		0		*
Suhail Nathani		50,000		*			50,000		0		*
Larry Pressler		25,000		*			25,000		0		*
P.G. Kakodkar		12,500		*			12,500		0		*
Shakti Sinha		12,500		*			12,500		0		*
Dr. Prabuddha Ganguli		12,500					12,500		0		*
Dr. Anil K. Gupta		25,000		*			25,000		0		*
Parveen Mukunda		425,000		5.0	%		425,000		0		*
Funcorp Associates		5,189		*			5,189		0		*
Trufima NV		5,189		*			5,189		0		*
Funcorp Associates		5,189		*			5,189		0		*
Geri Investments NV		10,377		*			10,377		0		*
Harmon Corp NV		5,189		*			5,189		0		*
La Legetaz		10,377		*			10,377		0		*
Arterio, Inc.		5,189		*			5,189		0		*
Domanco Venture Capital Find		5,189		*			5,189		0		*
Anthony Polak		7,783		*			7,783		0		*
Anthony Polak “S”		5,189		*			5,189		0		*
Jamie Polak		5,189		*			5,189		0		*
RL Capital Partners LP		25,943		*			25,943		0		*
Ronald M. Lazar, IRA		5,189		*			5,189		0		*
White Sand Investor Group		51,887		*			51,887		0		*
MLR Capital Offshore Master Fund, Ltd. (3)		157,075		*			157,075		0		*
RedChip Companies, Inc.		10,000		*			10,000		0		*
Full Value Partners L.P. (3)		19,198		*			19,198		0		*
Opportunity Partners L.P (3)		14,338		*			14,338		0		*
Full Value Special Situations Fund L.P.(3)		2,187		*			2,187		0		*
Opportunity Income Plus L.P.(3)		2,187		*			2,187		0		*
Calapasas Investment Partnership L.P.(3)		4,192		*			4,192		0		*
Steady Gain Partners L.P.(3)		3,706		*			3,706		0		*
Mercury Partners L.P.(3)		4,192		*			4,192		0		*
APG Capital L.P.(3)		200,000		*			200,000		0		*
Dekko Foundation(3)		11,400		*			11,400		0		*
Schlumberger LTD Group Trust(3)		138,600		*			138,600		0		*
Chestnut Ridge Partners L.P.(3)		84,175		*			84,175		0		*
Bricolear Partners L.P.(3)		225,000		*			225,000		0		*
Bricolear Offshore LTD(3)		175,000		*			175,000		0		*
Bricolear Enhanced L.P.(3)		100,000		*			100,000		0		*

*		Represents less than 1% of the outstanding shares of our common stock.
(1)		Securities being sold are shares of Common Stock except as set forth herein. Steven Michael Oliveira is selling 2,157,973 shares of our common stock and warrants to purchase 1,814,820 shares of common stock (which includes warrants to purchase 425,000 shares that have not been issued to the reporting person but are due pursuant to that certain Note and Warrant Purchase Agreement dated February 5, 2007, by and between the Issuer and Oliveira Capital, LLC) and/or the shares underlying such warrants. Ranga Krishna is selling 1,909,289 shares of our common stock and warrants to purchase 290,000 shares of common stock and/or the shares underlying such warrants. Ram Mukunda is selling 551,514 shares of our common stock and warrants to purchase 66,668 shares of common stock and/or the shares underlying such warrants. John Cherin is selling 8,333 shares of our common stock and warrants to purchase 16,666 shares of common stock and/or the shares underlying such warrants. Patricia Cherin is selling 152,083 shares of our common stock and warrants to purchase 16,666 shares of common stock and/or the shares underlying such warrants.
(2)		For detailed information regarding such Selling Stockholders’ beneficial ownership, see “Beneficial Ownership of Certain Owners and Management” below.
(3)		Includes shares which such Selling Stockholder is currently entitled to receive from other stockholders of the Company pursuant to the terms of a certain Share Redistribution Agreement dated as of March 7, 2008 by and among certain of the Selling Stockholders and certain other stockholders of the Company (the “Redistribution Agreement”), the transfer of which shares is currently in process.
(4)		Includes shares which such Selling Stockholder is required to transfer to certain of the Selling Stockholders of the Company pursuant to the terms of the Share Redistribution Agreement , the transfer of which shares is currently in process.
(5)		The securities remaining total for Ram Mukunda assumes the sale of 425,000 shares of common stock beneficially owned by him which are owned by his wife Parveen Mukunda who is selling the shares pursuant to this prospectus.

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PLAN OF DISTRIBUTION

Pursuant to the terms of the warrants issued in our initial public offering, the shares of common stock will be distributed to those warrant holders who surrender the certificates representing the warrants and provide payment of the exercise price through their brokers to our warrant agent, Continental Stock Transfer & Trust Company. Pursuant to the terms of the unit purchase option, the units will be distributed to the option holder delivering a duly executed and completed exercise form to us together with payment for the exercise price.

The Selling Stockholders may, from time to time, sell any or all of their shares of common stock or warrants on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares or warrants:

	•	Ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	•	Block trades in which the broker dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	•	Purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	•	An exchange distribution in accordance with the rules of the applicable exchange;

	•	Privately negotiated transactions;

	•	Short sales;

	•	Broker-dealers may agree with the selling stockholders to sell a specified number of such shares or warrants at a stipulated price per share or warrant;

	•	A combination of any such methods of sale; and

	•	Any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares or warrants under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares or warrants, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a Selling Stockholder. The Selling Stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of shares if liabilities are imposed on that person under the Securities Act.

The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them or warrants and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock or warrants from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act supplementing or amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The Selling Stockholders also may transfer the shares of common stock or warrants in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock or warrants from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act supplementing or amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock or warrants purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

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We are required to pay all fees and expenses incident to the registration of the shares of common stock or warrants. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The Selling Stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock or warrants , nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock or warrants by any Selling Stockholder. If we are notified by any Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock or warrants, if required, we will file a supplement to this prospectus. If the Selling Stockholders use this prospectus for any sale of the shares of common stock or warrants, they will be subject to the prospectus delivery requirements of the Securities Act.

The anti-manipulation rules of Regulation M under the Exchange Act of 1934 may apply to sales of our common stock and activities of the Selling Stockholders.

SELECTED HISTORICAL FINANCIAL INFORMATION

IGC’s historical information is derived from its audited financial statements for the period from its inception (April 29, 2005) to March 31, 2006, for the fiscal year ended March 31, 2007 and March 31, 2008 and its unaudited financial statements for the three months ended June 30, 2007 and June 30, 2008. The consolidated financial statements do not reflect the operating results of Sricon and TBL prior to the acquisition of Sricon and TBL by IGC in March 2008. However, for comparative purposes, the combined statement of operations for the two acquired companies are presented as the “Combined Predecessors” for the three month period ended June 30, 2007. Predecessor cash flow statements for the three month ended period June 30, 2007 are not available, and not included with the Consolidated Cash Flow Report. The information is only a summary and should be read in conjunction with each of IGC’s, Sricon’s and TBL’s historical financial statements and related notes and IGC’s, Sricon’s and TBL’s respective Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and corresponding notes to financial statements contained elsewhere herein. The historical results included below and elsewhere herein are not indicative of the future financial performance of IGC, Sricon and TBL.

India Globalization Capital, Inc.

(Amounts in Thousands Except Per Share Data)

Selected Statement of Operations Data:	Three Months Ended June 30, 2008			Three Months Ended June 30, 2007			Combined Predecessor Three Months Ended June 30, 2007
Revenue	$	17,928,381		-			$	3,311,309
Cost of revenues:		(13,155,698	)	-				(2,747,235	)
Gross Profit		4,772,683		-				564,074
Total Operating Expenses		(1,179,089	)		(179,844	)		(623,167	)
Operating income (loss)		3,593,594			(179,844	)		(59,093	)
Other Income-Interest, net		(345,431	)		235,040			(164,200	)
Income (loss) before provision for income taxes		3,248,163			55,196			(223,293	)
(Provision) benefit for income taxes		(1,089,090	)		(18,913	)		(216,721	)
Provision for Dividend on Preference Stock and its Tax								(25,904	)
Minority interest		(872,255	)
Net Income (loss)		1,286,818			36,283			(465,917	)
Per Share Data
Earnings per share – basic	$	0.15		$	.00			-
Earnings per share - diluted		0.14			.00			-
Weighted Average Shares
Basic		8,570,107			13,974,500			-
Diluted		8,885,618			13,974,500			-

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Selected Statement of Operations Data:	Year Ended March 31, 2008				Year Ended March 31, 2007				April 29, 2005 (inception) To March 31, 2006
Revenue	$	2,188,018		$	-			$	-
Cost of revenues:		(1,783,117	)		-				-
Gross Profit		404,901			-				-
Total Operating Expenses		(6,191,642	)			(765,047	)			(603,924	)
Operating income (loss)		(5,786,741	)			(765,047	)			(603,924	)
Interest Income, net		268,839				3,067,902				205,084
Other Income		202,858				-				-
Income (loss) before provision for income taxes		(5,315,044	)			2,302,855				(398,840	)
(Provision) benefit for income taxes		(76,089	)			(784,858	)			(45,000	)
Provision for Dividend on Preference Stock and its Tax		171,084				-
Minority Interest		4,780				-
Net Income (loss)		(5,215,270	)			1,517,997				(443,840	)
Per Share Data
Earnings per share – basic	$	(0.61	)	$		0.11		$		(0.14	)
Earnings per share - diluted		(0.61	)			0.11				(0.14	)
Weighted Average Shares
Basic		8,570,107				13,974,500				3,191,000
Diluted		8,570,107				13,974,500				3,191,000

India Globalization Capital, Inc.

Selected Summary Balance Sheet Data

	June 30, 2008		March 31, 2008		March 31, 2007
ASSETS
Current Assets:
Cash and cash equivalents	$	1,549,528	$	8,397,441	$	1,169,422
Accounts Receivable		12,653,106		8,708,861		-
Unbilled Receivables		4,883,994		5,208,722		-
Inventories		1,763,712		1,550,080		-
Investments held in Trust Fund		-		-		66,104,275
Interest Receivable - Convertible Debenture		337,479		277,479		37,479
Convertible debenture in MBL		3,000,000		3,000,000		3,000,000
Prepaid taxes		50,038		49,289		-
Restricted cash		625		6,257		-
Short term investments		3,372,057		671
Prepaid expenses and other current assets		1,216,991		4,324,201		74,197
Due from related parties		321,261		1,373,446		-

Total Current Assets		29,148,791		32,896,447		70,385,373

Property and equipment, net		8,185,108		7,337,361		-
Build, Operate and Transfer (BOT under Progress)		3,281,365		3,519,965		-
Goodwill		17,483,501		17,483,501		-
Investment		1,763,506		1,688,303		-
Deposits towards acquisitions		187,500		187,500		-
Restricted cash, non-current		1,974,241		2,124,160		-
Deferred acquisition costs						158,739
Deferred tax assets - Federal and State, net of valuation allowance		982,200		1,013,611		142,652
Other Assets		2,796,767		1,376,126		-

Total Assets	$	65,802,979	$	67,626,973	$	70,686,764

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India Globalization Capital, Inc.

Selected Summary Balance Sheet Data

(continued)

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term borrowings and current portion of long-term debt	$	7,772,429		$	5,635,408			-
Trade payables		2,627,966			1,771,151			-
Advance from Customers		594,958			931,092			-
Accrued expenses		820,183			1,368,219			237,286
Notes payable to stockholders		-			-			870,000
Taxes payable		71,259			58,590			296,842
Deferred trust interest								32,526
Notes Payable to Oliveira Capital, LLC		3,000,000			3,000,000			1,794,226
Due to Underwriters								1,769,400
Due to related parties		2,661,171			1,330,291			-
Other current liabilities		3,418,352			3,289,307			-

Total current liabilities	$	20,966,318		$	17,384,059		$	5,000,280

Long-term debt, net of current portion		1,456,422			1,212,841			-
Advance from Customers		-			832,717			-
Deferred taxes on income		669,503			608,535			-
Other liabilities		2,424,115			6,717,109			-
Total Liabilities		25,516,358			26,755,261			-

Minority Interest		14,417,912			13,545,656			-
Common stock subject to possible conversion, 2,259,770 at conversion value		-			-			12,762,785
STOCKHOLDERS’ EQUITY
Common stock — $.0001 par value; 75,000,000 shares authorized; 8,570,107 issued and outstanding at June 30, 2008 and March 31, 2008		857			857			1,397
Additional paid-in capital		31,470,133			31,470,134			51,848,145
(Deficit) Income accumulated during the development stage								1,074,157
Retained Earnings (Deficit)		(2,854,295	)		(4,141,113	)		-
Accumulated other comprehensive (loss) income		(2,747,986	)		(3,822	)		-
Total stockholders’ equity		25,868,709			27,326,056			52,923,699

TOTAL STOCKHOLDERS' EQUITY	$	65,802,979		$	67,626,973		$	70,686,764

The following table sets forth certain selected financial data of Sricon. The selected financial data presented below was derived from Sricon’s audited consolidated financial statements for the period April 1, 2007 through March 7, 2008 and for the three year period ended March 31, 2007, and from Sricon’s unaudited consolidated financial statements for the year ended March 31, 2004. The information is only a summary and should be read in conjunction with each of IGC’s, Sricon’s and TBL’s historical financial statements and related notes and IGC’s, Sricon’s and TBL’s respective Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere herein. The historical results included below and elsewhere herein are not indicative of the future financial performance of IGC, Sricon and TBL.

Sricon Infrastructure

Amounts in Thousands Except Per Share Data	April 1, 2007 to March 7, 2008			Year Ended March 31, 2007			Year Ended March 31, 2006			Year Ended March 31, 2005			Unaudited Year Ended March 31, 2004
Revenue	$	22,614		$	10,604		$	11,011		$	11,477		$
Income Before Tax		3,144			778			668			907			646
Income Taxes		(768	)		(368	)		(186	)		(363	)		(199	)
Net Income (loss)		2,376			410			482			544			446
Per Share Data
Earnings per share - basic	$	0.81		$	0.14		$	0.16		$	0.19		$	0.11
Earnings per share - diluted	$	0.78		$	0.14		$	0.16		$	0.19		$	0.11
Weighted Average Shares
Basic		2,932,159			2,932,159			2,932,159			2,932,159			183,259
Diluted		3,058,881			2,932,159			2,932,159			2,932,159			183,259

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Sricon Infrastructure Private Limited

Selected Summary Balance Sheet Data

(Amounts in Thousand US Dollars)	March 07, 2008		March 31, 2007		March 31, 2006		March 31, 2005		Unaudited March 31, 2004
ASSETS
Accounts receivables	$	7,764	$	2,751	$	2,083	$	2,128	$	2,223
Unbilled receivables		4,527		2,866		2,980		974		984
Inventories		447		71		248		154		71
Property and equipment, net		5,327		4,903		4,347		3,424		3,098
BOT Project under progress		3,485		3,080		1,584		0		0
LIABILITIES
Short-term borrowings and current portion of long-term debt		5,732		3,646		3,868		5,103		359
Due to related parties		1,322		2,264		1,604		1,724		1,553
Long-term debt, net of current portion		1,264		2,182		1,855		1,278		1,089
Other liabilities		1,519		1,913		697		1,307		1,267
TOTAL STOCKHOLDERS' EQUITY	$	9,673	$	4,289	$	3,740	$	2,760	$	2,822

The following table sets forth certain selected financial data of TBL. The selected financial data presented below was derived from TBL’s audited consolidated financial statements for the period April 1, 2007 through March 7, 2008 and for the three year period ended March 31, 2007, and from TBL's unaudited consolidated financial statements for the year ended March 31, 2004. The information is only a summary and should be read in conjunction with each of IGC’s, Sricon’s and TBL’s historical financial statements and related notes and IGC’s, Sricon’s and TBL’s respective Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere herein. The historical results included below and elsewhere herein are not indicative of the future financial performance of IGC, Sricon and TBL.

Techni Bharathi Limited

Selected Summary Statement of Income Data

(Amounts in Thousand US Dollars, except share data and as stated otherwise)	April 1 2007 to March 7, 2008			March 31, 2007		March 31, 2006			March 31, 2005			Unaudited March 31, 2004
Revenue	$	5,321		$	4,318	$	2,285		$	8,954		$	8,773
Income (loss) before income taxes		2,245			401		(2,369	)		(3,823	)		(2,609	)
Income taxes		(86	)		135		62			515			(63	)
Net (loss)/income		1,988			536		(2,307	)		(3,308	)		(2,672	)
Earnings (loss) per share
Basic	$	0.46		$	0.13	$	(0.54	)	$	(0.77	)	$	(0.62	)
Diluted	$	0.22		$	0.13	$	(0.54	)	$	(0.77	)	$	(0.62	)
Weighted average number of shares outstanding
Basic		4,287,500			4,287,500		4,287,500			4,287,500			4,287,500
Diluted		9,089,928			4,287,500		4,287,500			4,287,500			4,287,500

Techni Bharathi Limited

Selected Summary Balance Sheet Data

(Amounts in Thousand US Dollars)	March 7, 2008			March 31, 2007			March 31, 2006			March 31, 2005			Unaudited March 31, 2004
ASSETS
Cash and cash equivalents	$	736		$	1,208		$	69		$	83		$	107
Inventories		1,428			1,284			4,182			4,459			4,922
Prepaid and other assets		271			1,231			1,275			1,765			2,070
Property, plant and equipment (net)		1,979			2,265			2,417			3,463			3,985
LIABILITIES
Short term borrowings and current portion of long-term loan		2,437			6,079			8,125			6,291			6,614
Trade payable		2,222			1,502			987			3,341			2,738
Long term debts, net of current portion		-			2,333			3,656			3,897			2,892
Advance from customers		824			1,877			2,997			3,057			2,755
TOTAL STOCKHOLDERS' EQUITY	$	(397	)	$	(4,895	)	$	(5,438	)	$	(3,032	)	$	320

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and notes thereto included in this prospectus. Except for the historical information contained herein, the discussion in this prospectus contains certain forward-looking statements that involve risk and uncertainties, such as statements of the Company’s plans, objectives, expectations and intentions as of the date of this filing. The cautionary statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document. The Company’s actual results could differ materially from those discussed here. Factors that could cause differences include those discussed in the “Risk Factors” section as well as discussed elsewhere herein.

Critical Accounting Policies and Estimates

Our significant accounting policies are presented within the financial statements and notes thereto included in this prospectus. We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. While all accounting policies impact the financial statements, certain policies may be viewed as critical. Critical accounting policies are those that are both most important to the portrayal of financial condition and results of operations and that require management’s most subjective or complex judgments and estimates. Our management believes the policies that fall within this category are the policies on revenue recognition, accounting for stock-based compensation, goodwill and income taxes.

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These items are regularly monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates could occur in the future. These estimates include, among others, our revenue recognition policies related to the proportional performance and percentage of completion methodologies of revenue recognition of contracts and assessing our goodwill for impairment annually. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances. Actual results will differ and may differ materially from the estimates if past experience or other assumptions do not turn out to be substantially accurate.

Revenue Recognition

The majority of the revenue recognized for three month period ended June 30, 2008 was derived from the Company’s subsidiaries and as accordingly:

Revenue is recognized based on the nature of activity when consideration can be reasonably measured and there exists reasonable certainty of its recovery.

Revenue from sale of goods is recognized when substantial risks and rewards of ownership are transferred to the buyer under the terms of the contract.

Revenue from construction/project related activity and contracts for supply/commissioning of complex plant and equipment is recognized as follows:

	a)		Cost plus contracts: Contract revenue is determined by adding the aggregate cost plus proportionate margin as agreed with the customer and expected to be realized.

	b)		Fixed price contracts: Contract revenue is recognized using the percentage completion method. Percentage of completion is determined as a proportion of cost incurred-to-date to the total estimated contract cost. Changes in estimates for revenues, costs to complete and profit margins are recognized in the period in which they are reasonably determinable

Full provision is made for any loss in the period in which it is foreseen.

Revenue from property development activity is recognized when all significant risks and rewards of ownership in the land and/or building are transferred to the customer and a reasonable expectation of collection of the sale consideration from the customer exists.

Revenue from service related activities and miscellaneous other contracts are recognized when the service is rendered using the proportionate completion method or completed service contract method.

Accounting for Stock-Based Compensation

As of June 30, 2008, we had not granted any stock options under our Employee Stock Plan.

Goodwill

We account for goodwill in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). SFAS No. 142 requires the use of a non-amortization approach to account for purchased goodwill and certain intangibles. Under the non-amortization approach, goodwill and certain intangibles are not amortized into results of operations, but instead are reviewed for impairment at least annually and written down and charged to operations only in the periods in which the recorded value of goodwill and certain intangibles exceeds its fair value. We have elected to perform our annual impairment test in November of each calendar year. An interim goodwill impairment test would be performed if an event occurs or circumstances change between annual tests that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For purposes of performing the goodwill impairment test, we concluded there is one reporting unit. During November 2007, we completed the required annual test, which indicated there was no impairment.

Accounting for Income Taxes

In connection with preparing our financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves the assessment of our net operating loss carry forwards and credits, as well as estimating the actual current tax liability together with assessing temporary differences resulting from differing treatment of items, such as reserves and accrued liabilities, for tax and accounting purposes. We then assess the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent we believe that recovery is not likely, we must establish a valuation allowance. Based on historical results, we believe that it is more likely than not that we will not realize the value of our deferred tax assets and therefore have provided a full valuation allowance against our net deferred tax assets.

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Consolidated Results of Operations (IGC)

Three Months Ended June 30, 2008 Compared to Three Months Ended June 30, 2007

The following results of operations discussion compares our consolidated company results for the three months ended June 30, 2008 to the Combined Predecessor Results of Operations for the three months ended June 30, 2007. We believe this is a better measure of performance than comparing the consolidated company results to pre-acquisition results because there were no significant operating results before acquiring Sricon and TBL companies.

Revenue - Total revenues increased 441% to $17.9 million for the three months ended June 30, 2008, as compared to $3,311,309 for the three months ended June 30, 2007. Our revenue increased due to the increase in the number of new and active contracts in our contract backlog.

Operating Income (loss) - In the three month period ending June 30, 2008, operating margin is 3.7 million, compared to a loss of $59 thousand for the combined predecessor companies for the three month period ending June 30, 2007. Our operating margin increased due to the increase in the number of new and active contracts in our contract backlog.

Total Costs of Revenues and operating expenses - Our total cost of revenues and operating expenses principally consist of construction materials, employee compensation and benefits, depreciation and amortization, startup costs, and general and administrative expense. In the three month period ending June 30, 2008, total cost of revenue and operating expenses increased by $11 million or 325%, compared to the three month period ending June 30, 2007.

Costs of Revenues - Costs of revenues consists primarily of compensation and related fringe benefits for project-related personnel, department management and all other dedicated project related costs and indirect costs. Cost of Revenue increased by $10.4 million or 379%, compared to the three month period ending June 30, 2007. The increase was due to higher contract revenue during the year.

Selling, General and Administrative - Consist primarily of employee-related expenses, professional fees, other corporate expenses and allocated overhead. We expect that in the future, selling, general and administrative expenses will increase as we add personnel and incur additional professional fees and insurance costs related to being a publicly held company. Selling, general and administrative expenses increased by $0.5 million or 121%, compared to the three month period ending June 30, 2007, due to higher scale of operations resulting from acquisitions.

Net Interest Income (Expense) – Net interest (expense) increased by $0.2 million or 110% compared to the three month period ending June 30, 2007. The increase was due to higher utilization of debt and an increase in interest rates.

Net Income (loss) – Net income increased 246% to $1.3 million for the three months ended June 30, 2008, as compared a loss of $0.5 million for the three months ended June 30, 2007. Our net income increased due to the increase in the number of new and active contracts in our contract backlog.

The following discussion relates to IGC for the years ended March 31, 2008 and March 31, 2007 and for the period from April 29, 2005 (inception) to March 31, 2006:

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Item 303(a) (4) (ii) of Regulation S-K promulgated under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

This liquidity and capital resources discussion compares the consolidated company results for three months period ended June 30, 2008 and 2007. The Predecessor cash flow statements for the three month ended period June 30, 2007 are not available.

Cash used for operating activities from continuing operations is our net loss adjusted for certain non-cash items and changes in operating assets and liabilities. During the first three months of 2008, cash used for operating activities was $5.5 million compared to cash used for operating activities of $0.4 million during the first three months of 2007. The uses of cash in the first three months of 2008 relates primarily to the payment of general operating expenses of our subsidiary companies.

During the first three months of 2008, investing activities from continuing operations used $ 5.2 million of cash as compared to $27 thousand used during the comparable period in 2007. In the first quarter of 2008, we paid $1.6 million for equipment purchases and $3.5 million for short term investments.

Financing cash flows from continuing operations consist primarily of transactions related to our debt and equity structure. In the first three months of 2008 there was financing cash provided of approximately $4.2 million, compared to cash used of approximately $325 thousand for the first three months of 2007. The cash provided in 2008 was primarily due to use of bank credit lines. The cash used in 2007 was primarily due to repayment of long-term notes to stockholders.

Our future liquidity needs will depend on, among other factors, stability of construction costs, interest rates, and a continued increase in infrastructure contracts in India. We believe that our current cash balances and anticipated operating cash flow, will be sufficient to fund our normal operating requirements for at least the next 12 months. However, we may seek to secure additional capital to fund further growth of our business in the near term.

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SHORT TERM BORROWINGS & CURRENT PORTION OF LONG-TERM DEBT

(Amounts in Thousand US Dollars)

Short term debt for the consolidated companies consists of the following:

	As of		As of
	June 30, 2008		March 31, 2008
Secured	$	6,578	$	4,556
Unsecured		3,316		3,306
Total		9,894		7,862
Add:
Current portion of long term debt		878		773
Total	$	10,772	$	8,635

The above debt is secured by hypothecation of materials/stock of spares, Work in Progress, receivables and property & equipment in addition to personal guarantee of three directors & collaterally secured by mortgage of company’s land & other immovable properties of directors and their relatives.

Long-term debt comprises:

(Amounts in Thousand US Dollars)

Long term debt for the consolidated companies consists of the following:

	As of		As of
	June 30, 2008		March 31, 2008
Secured	$	-	$	-
Term loans		-		632
Loan for assets purchased under capital lease		2,335		1,354
Total		2,335		1,982
Less: Current portion (Payable within 1 year)		878		773
Total	$	1,456	$	1,213

The secured loans were collateralized by:

·	Unencumbered Net Asset Block of the Company
·	Equitable mortgage of properties owned by promoter directors/ guarantors
·	Term Deposits
·	Hypothecation of receivables, assignment of toll rights, machineries and vehicles and collaterally secured by deposit of title deeds of land

·	First charge on Debt-Service Reserve Account

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Capital Commitments and Guarantees

1) Capital commitments

The estimated amount of contracts remaining to be executed on capital account not provided for as on June 30, 2008 are USD zero.

2) Guarantees

The Company had outstanding financial / performance bank guarantees of approximately USD 4 million as of June 30, 2008.

	a)		The Sricon was awarded a contract from National Highway Authority of India (‘NHAI’) in 2004-05, for restoring the Jaipur – Gurgaon National Highway 8. The total contract value was USD 5.10 million to be completed in 9 months. The entire stretch of the site was handed over on piecemeal basis without any defined schedule in contravention with contractual provisions and approved construction program and methodology. This has resulted in additional costs due to additional deployment of resources for prolonged period. Thus, Sricon invoked the escalation clause of the contract and filed a claim of USD 8.16 million. The dispute has been referred to arbitration. The Company has not recognized the claimed amounts on its books.

	b)		Sricon was awarded a contract from National Highway Authority of India (‘NHAI’) in 2001-02 for construction of a four lane highway on the Namkkal bypass on National Highway 7, in the state of Tamilnadu. The total contract value was USD 4 million and the construction was to have been completed by November 30, 2002. The escalation and variation claim of USD 5.27 million is pending with NHAI. An arbitration process was initiated on July 3, 2007. The company has not recognized the claim amounts on its books.

	c)		TBL is contingently liable to pay four-thousand dollars towards interest and penalty towards Provident Dues as per the orders of the competent authorities.

Contractual Obligations and Commercial Commitments

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. In addition, the holders of certain shares of common stock of the Company and warrants to purchase Common Stock of the Company purchased from the Company in private placements are entitled to demand and “piggy back” registration rights.

In connection with our proposed acquisition of a wind energy farm from Chiranjjeevi Wind Energy Limited ("CWEL"), 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.

Business Acquisitions

We acquired Sricon and TBL on March 7, 2008. The consolidated statements of IGC reflect the consolidation for the three remaining weeks in March. For the year ended March 31, 2008 and March 31, 2007, we had revenue of 2,188,018 and zero respectively and net loss of 5,215,270 and earnings of 1,517,997 respectively. The loss primarily consists of and one-time expenses related to the payment of shares to Bridge Investors and SPAC related charges.

Management Discussion and Analysis (Sricon)

Effects of the Acquisition on Sricon

Sricon will account for the acquisition as a subscription of new common stock. There will be no tax impact on the transaction, other than regulatory registration fees. Sricon will continue to operate as an Indian company and will be subject to the Indian tax regime.

Results of Operations (Sricon)

Summarized balance sheet information for Sricon is as follows:

(Amounts in Thousand US Dollars)	As of March 31, 2007		As of March 7, 2008
Total Assets	$	15,358	$	25,790
Total liabilities and stockholders’ equity	$	15,358	$	25,790