8-K

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): February 24, 2011

INDIA GLOBALIZATION CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-32830	20-2760393
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4336 Montgomery Ave., Bethesda, Maryland   20814

(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):

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

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

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

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

Item 3.03. Material Modification to Rights of Security Holders

On February 24, 2011, India Globalization Capital, Inc. (the “Company”) issued a press release announcing that it has extended the expiration date of the outstanding 11,855,122 warrants to purchase common stock of the Company issued in the Company’s initial public offering of securities and listed on the NYSE Amex under the ticker symbol IGC.WT (“IPO Warrants”) from 5:00 p.m. New York time on March 3, 2011 until 5:00 p.m. New York time on Friday, March 8, 2013.  The IPO Warrants have an exercise price of $5.00 per share.  As was the case prior to the extension, the IPO Warrants are subject to earlier expiration if the Company exercises its right to call the IPO Warrants for redemption.  The remainder of the terms of the IPO Warrants remain unchanged.

A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 3.03 in its entirety.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated February 24, 2011

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 thereunto duly authorized.

	India Globalization Capital, Inc.
Date: February 24, 2011	By:	/s/  Ram Mukunda
		Ram Mukunda
		Chief Executive Officer and President

Exhibit Index

99.1 Press Release dated February 24, 2011.

EX-99.1

Exhibit 99.1

India Globalization Capital Announces the Extension of Warrants’ Expiry Date

BETHESDA, MD--(Marketwire – February 24, 2011) - India Globalization Capital, Inc. (NYSE Amex: IGC), a company competing in the rapidly growing materials and infrastructure industry, today announced the extension of the expiration date for 11,855,122 outstanding warrants listed on the NYSE Amex exchange with ticker symbol  IGC.WT and CUSIP number (45408X118).

The warrants have an exercise price of $5.00 and were scheduled to expire on March 3, 2011. The expiration date of the warrants has been extended from 5:00 p.m. New York time on March 3, 2011 until 5:00 p.m. New York time on Friday, March 8, 2013.  As was the case prior to the extension, the warrants are subject to earlier expiration if the Company exercises its right to call the warrants for redemption. All other terms remain the same.

The Company expects to file a registration statement with the Securities and Exchange Commission to register the shares underlining the warrants to permit the exercise of the warrants.  Currently, the Company does not have such a registration statement effective.  Holders of the warrants will be able to exercise the warrants for cash only if such a registration statement is then effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the shares underlying the warrants in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About IGC:

Based in Bethesda, Maryland, India Globalization Capital (IGC) is a materials and construction company operating in India. Through our subsidiaries in India, we supply iron ore to China and rock aggregate to the infrastructure industry in India. We also execute infrastructure projects like building interstate highways, rural roads, and implement civil works in high temperature cement and steel plants. For more information about IGC, please visit the company's web site at www.indiaglobalcap.com.

Forward-looking Statements:

Some of the statements contained in this press release that are not historical facts constitute forward-looking statements under the federal securities laws. Forward-looking statements can be identified by the use of the words "may," "will," "should," "could," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "intends," "potential," "proposed," or "continue" or the negative of those terms. These statements reflect management's current views and are subject to risks and uncertainties that could cause actual results to differ materially from those projected, expressed or implied in these statements. Factors that could cause actual results to differ, relate to: (i) ability of the Company to successfully execute on contracts and business plans, (ii) ability to raise capital and the structure of such capital inclu ding the exercise of warrants, (iii) exchange rate changes between the U.S. dollar and the Indian rupee, (iv) weather conditions in India and (v) the ability of the Company to access ports on the west coast of India. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. Other factors and risks that could cause or contribute to actual results differing materially from such forward looking statements have been discussed in greater detail in the Company's amended Annual Report on Form 10-K for the year ended March 31, 2010 and its Quarterly Report on Form 10-Q for the quarter ended December 31, 2010 filed with the Securities and Exchange Commission.

Investor Relations Contact: 

Mr. John Selvaraj

301-983-0998