UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 24, 2022

INDIA GLOBALIZATION CAPITAL, INC.

(Exact name of registrant as specified in its charter)

10224 Falls Road, Potomac, Maryland 20854

(Address of principal executive offices) (Zip Code)

(301) 983-0998

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On December 24, 2022, John E. Lynch, a Director of India Globalization Capital Inc. (the “Company” or “IGC”), passed away. Mr. Lynch had served as a director of the Company since January 11, 2021, and was a member of both the Company’s Audit and Compensation Committees.

On December 27, 2022, the Board of Directors (the “Board”) appointed former Congressman Jim Moran (“Congressman Moran”) as a member of both the Company’s Audit and Compensation Committees, effective immediately. Congressman Moran has been a Director of the Company’s Board since January 18, 2022.

Our other independent director, Mr. Richard Prins, remains as the Chairman of the Company’s Board, the Compensation Committee, and the Audit Committee. Mr. Prins is still designated as Audit Committee’s financial expert, as defined under Item 407(d)(5)(ii) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.