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Two Seaport Lane
Suite 300
Boston, MA 02210-2028
(617) 946-4800
Fax (617) 946-4801
www.seyfarth.com

Facsimile Transmission
Date: March 1,2006
RECIPIENT            COMPANY            PHONE NO.FAX NO.
S. Thomas Kluck II Division of Corporation (202)551-3233 (202)772-9206
Finance
Mike Karney Division of Corporation (202) 551-3847 (202 )772-9206
Finance

FROM: Mark A. Katzoff
PHONE: (617)946-4887
RE: India Globalization Capital REPLY FAX NO.; (617) 946-4801
File No. 333-124942

File No: 88905-000001 Number of Pages, Including Cover: 16

I—I Hard copy to follow            IXl Hard copy will not follow
I—I Per your request            I—i Please review and revise if necessary

I—I Please telephone me

MESSAGE:

Per our call today, attached are additional changed pages to the S-l for India Globalization
Capital reflecting your comments and some other minor revisions. When you have reviewed them,
please give either me or Stan Jutkowitz a call. Thank you.

THE INFORMATION CONTAINED IN THIS FACSIMILE IS CONFIDENTIAL AND MAY ALSO CONTAIN PRIVILEGED
ATTORNEY-CLIENT INFORMATION OR WORK PRODUCT. THE INFORMATION IS INTENDED ONLY FOR THE USE OF THE
INDIVIDUAL OR ENTITY TO WHOM IT IS ADDRESSED, IF YOU ARE NOT THE INTENDED RECIPIENT OR THE EMPLOYEE
OR AGENT RESPONSIBLE TO DELIVER IT TO THE INTENDED RECIPIENT, YOU ARE HEREBY NOTIFIED THAT ANY USE,
DISSEMINATION, DISTRIBUTION OR COPYING OF THIS COMMUNICATION IS STRICTLY PROHIBITED, IF YOU HAVE
RECEIVED THE FACSIMILE IN ERROR, PLEASE IMMEDIATELY NOTIFY US BY TELEPHONE, AND RETURN THE ORIGINAL
MESSAGE TO US AT THE ADDRESS ABOVE VIA THE U.S. POSTAL SERVICE. THANK YOU.

ANY TAX INFORMATION OR WRITTEN TAX ADVICE CONTAINED HEREIN (INCLUDING ANY ATTACHMENTS) IS NOT
INTENDED TO BE AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING TAX PENALTIES THAT
MAY BE IMPOSED ON THE TAXPAYER. (THE FOREGOING LEGEND HAS BEEN AFFIXED PURSUANT TO U.S. TREASURY
REGULATIONS GOVERNING TAX PRACTICE.)

IF YOU DO NOT RECEIVE ALL THE PAGES, PLEASE PHONE (617) 946-4800 AS SOON AS POSSIBLE.

The information in this prospectus is not complete and may be changed. We 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 it is not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATEDJ MARCH , 2006

PRELIMINARY PROSPECTUS

$58,980,000

India Globalization Capital, Inc.

9,830,000 Units

India Globalization Capital, Inc. is a blank check company recently formed for the
purpose of acquiring, through a merger,

capital stock exchange, asset acquisition or other similar business combination, one or more
operating businesses with primary

operations in India.

This is an initial public offering of our securities. Each unit that we are offering consists
of:

· one share of our common stock; and

· two warrants.

The units are being offered at a price of $6.00 per unit.

Each warrant entitles the holder to purchase one share of pur common stock at a price of
$5.00. Each warrant will become

exercisable on the later of our completion of a business combination or , 2007 [one year from
the date of this

prospectus], and will expire on , 2011 [five years from the date of this prospectus], or
earlier upon redemption.

We have granted the underwriters a 45-day option to purchase up to 1,474,500 additional units
solely to cover over-

allotments, if any (over and above the 9,830,000 units referred to above). The over-allotment
will be used only to cover the net

syndicate short position resulting from the initial distribution. We have also agreed to sell
to Ferris, Baker Watts, Inc., the

representative of the underwriters, for $100, an option to purchase up to a total of 500,000
units at $7.50 per unit (125% of the

price of the units sold in the offering). The units issuable upon exercise of this option are
identical to those offered by this

prospectus, except that each of the warrants underlying such units entitles the holder to
purchase one share of our common stock

at a price of $6.25 (125% of the exercise price of the warrants included in the units said in
the offering). The purchase option and

its underlying securities have been registered under the registration statement of which this
prospectus forms a part,

Our officers and directors have agreed to purchase un aggregate of 170,000 units at a price of
$6.00 per unit ($1,020,000 in

the aggregate) in a private placemen! that will occur immediately prior to this offering. Such
units will be identical to the units in

this offering. These individuals will not have any right to any liquidation distributions with
respect to the shares included in such

private placement units in the event we fail to consummate a business combination. The shares
comprising such units may not be

sold, assigned or transferred until we consummate a business combination. Such individuals
have further agreed to waive their

right to any liquidation distributions with respect to such shares in the event we fail to
consummate a business combination.

There is presently no public market for our units, common stock or warrants. We have applied
to have our units listed on the

American Stock Exchange under the symbol IGC.U, subject to official notice of feting. Once the
securities comprising the units

begin separate trading, the common stock and warrants will also be listed On the American
Stock Exchange under the symbols

IGC and IGC.WS, respectively. We cannot assure you, however, that any of such securities will
be or continue to be listed on the

American Stock Exchange, In the event that the securities are not listed on the American Stock
Exchange, we anticipate that

the units will be quoted on the OTC Bulletin Board but we cannot assure you that our
securities will be so quoted or, if quoted,

will continue to be quoted.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning
on page 10 of this prospectus for a

discussion of information that should be considered in connection with an investment in our
securities.

Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of

these securities or determined if this prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

Underwriting

Public Offering            Discount and            Proceeds, Before

Price Commission(l) Expenses, to Us

Per unit $6.00 $.48 $5.52

Total .. $58,980,000 $4,758,400 $54,261,600
‘

0) Includes a non-accountable expense allowance in the amount of 3% of the gross
proceeds, or $.!& per unit (Si,769,400 in total),

payable to Ferris, Baker Watts, Inc., the representative of the underwriters. Ferris, Baker
Watts, Inc. has agreed to deposit 3% of

the gross proceeds attributable to the non-accountable expense allowance {$,18 per Unit) into
the trust account until the earlier of

the completion of a business combination or the liquidation of the trust account. They have
further agreed to forfeit any rights to or

claims against such proceeds unless we successfully complete a business combination.

Of the proceeds of this offering, $57,210,600 (approximately $5.82 per unit) will be
deposited into a trust account at United

Bank Inc. maintained by Continental Stock Transfer & Trust Company acting as trustee. This
amount includes up to Si,769,400

(SO. 18 per unit) which win be paid to the underwriters if a business combination is
consummated, but which will be forfeited by

the underwriters if a business combination is not consummated. This amount also includes the
net proceeds from the 170,000

units being purchased in a private placement immediately prior to this offering by our
officers and directors or their nominees,

which they have agreed to forfeit if a business combination is not consummated. This amount
also includes loans from our

___founders in the aggregate amount of $870,000 which will be repaid from the interest accrued
on the amount in escrow, but will

not be repaid from the principal in escrow. As a result, our public stockholders will
receive $5.82 per unit (97% of the initial

purchase price of the units) (plus residual interest earned but net of $i ,855,000
($2,150,000 if the over-allotment option is

exercised in full) in working capital and taxes payable) in the event of a
liquidation of our company prior to consummation of a

business combination.

We arc offering the units for sale on a firm-commitment basis, Ferris, Baker Watts, Inc.,
acting as representative of the

underwriters, expects to deliver our securities to investors in the offering on or about
        , 2006.

Ferris, Baker Watts Ladenburg Thalmann & Co. Inc.

Incorporated

FirstAlbanFCapital Merriman Curhan Ford & Co.

SQCIETE GENERALE
—
The date of this Prospectus is, 2006

Summary Financial Data

The following table summarizes the relevant financial data for our business and should be read
in conjunction with our financial statements, and the related notes and schedules thereto, which
are included in this prospectus. To date, our efforts have been limited to organizational
activities so only balance sheet data is presented.

December 31, 2005
—
Actual            As Adjusted(l)
——  —
Balance Sheet Data:

Working capital (deficiency) ..................................... $(762,218) $ 54,460,68]
Total assets ..................................................... 762,463 55,441,200^
Total liabilities ................................................ 767,982 98Q,5L9_
Value of common stock that may be converted to cash3 ..  —  i 1,274,360^
Stockholders’ equity (deficiency) ................................ $(5,519) 43,1.8e,321_

(1) Excludes the $100 purchase price of the purchase option payable by Ferris, Baker Watts, Inc.

(2) jl the business combination is approved and completed, public stockholders who
voted against the

combination will be entitled to redeem their stock for approximately $5.82 per share, which
amount represents approximately $5.64 per share representing the net proceeds of the offering
and the private placement deposited in the trust account and the proceeds of $870.000 made by
the founders and an additional $105,000 in deferred expenses from vendors which free being
deposited in the trust account, and $0.18 per share representing the underwriters’
non-accountable expense allowance which the underwriters nave agreed to deposit into the trust
account and to forfeit to pay redeeming stockholders, without taking into account interest
earned on the trust account.

The working capital excludes $756,699 of costs related to this offering and the private
placement which were paid or accrued prior to December 31, 2005, These deferred offering costs
have been recorded as a long-term asset and are reclassified against stockholders’ equity in the
“as adjusted” column.

The “as adjusted” information gives effect to the sale of the units in this offering and
the private placement, including the application of the estimated gross proceeds and the
payment of the estimated remaining costs from such sale.

The working capital (as adjusted) and total assets (as adjusted) amounts will be available to
us only upon the consummation of a business combination within the time period described in this
prospectus. If a business combination is not so consummated, we will be dissolved and the proceeds
held in the trust account will be distributed solely to our public stockholders.

We will not proceed with a business combination if public stockholders owning 20% or more of
the shares sold in this offering and the private placement vote against the business combination
and then subsequently exercise their conversion rights. Accordingly, if public shareholders owning
a majority of the shares sold in this offering approve a business combination, we may effect that
business combination even if public stockholders owning up to approximately 19.99% of the shares
sold in this offering and the private placement exercise their conversion rights. If this occurs,
we would be required to convert to cash up to approximately 19.99% of the 10,000,000 shares of
common stock sold in this offering and the private placement, or 1,999,000 shares of common stock,
at an initial per-share conversion price of approximately $5.82, without taking into account
interest earned on the trust account. The actual per-share conversion price will be equal to the
amount deposited in the trust account, including all accrued interest, through the record date for
the determination of stockholders entitled to vote on the proposed business combination.

Table of Contents

RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully
all of the material risks described below, together with the other information contained In this
prospectus, before making a decision to invest in our securities. If any of the following risks
occur, our business and financial conditions may be materially adversely affected. In that event,
the trading price of our securities could decline, and you could lose all or part of your
investment. Additional risks not currently known to its, or that we deem immaterial, may also harm
us or affect your investment. We make various statements in this section which constitute
“forward-looking statements”. See “Forward-Looking Statements.”

Risks associated with our business

We are a development stage company with no operating history and, accordingly, you will have no
basis upon which to evaluate our ability to achieve our business objective.

We are a recently incorporated development stage company with no operating results 10 date.
Therefore, our ability to begin operations is dependent upon obtaining financing through the
public offering of our securities. Because we do not have an operating history, you will have no
basis upon which to evaluate our ability to achieve our business objective, which is to acquire
one or more operating businesses with primary operations in India. We have not conducted any
discussions and we have no plans, arrangements or understandings with any prospective acquisition
candidates. We will not generate any revenues (other than interest income on the proceeds of this
offering) until, at the earliest, after the consummation of a business combination. We cannot
assure you as to when or if a business combination will occur.

We may not be able to consummate a business combination within the required time frame, in
which case, we would be forced to liquidate.

We must complete a business combination with a fair market value of at least 80% of our net
assels (excluding any fees and expenses held in the trust account for the benefit of Ferris, Baker
Watts, Inc.) at the time of acquisition within 18 months after the consummation of this offering
(or within 24 months after the consummation of this offering if a letter of intent, agreement in
principle or a definitive agreement has been executed within 18 months after the consummation of
this offering and the business combination relating thereto has not yet been consummated within
such 18-month period). If we fail to consummate a business combination within the required time
frame, we will be forced to liquidate our assets. We may not be able to find suitable target
businesses within She required time frame. In addition, our negotiating position and our ability
to conduct adequate due diligence on any potential target may be reduced as we approach the
deadline for the consummation of a business combination. We do not have any specific merger,
capital stock exchange, asset acquisition or other similar business combination under
consideration and have not had any discussions, formal or otherwise, with respect to such a
transaction.

<R>

We may be able to extend