August 18, 2005

Tata Technologies announces its intention to make an offer for UK-based PLM service provider to automotive and aerospace companies

Tata Technologies Limited (TTL), through its subsidiary, Tata Technologies Inc, USA (TTUS), today announced its intention to make a cash offer at 220pence per share (Rs169.40 per share) for 100 per cent of the equity shares shareholding of INCAT International plc, a UK-based company listed on the Alternative Investment Market (AIM) of the London Stock Exchange. TTL’s offer price represents a 4 per cent premium on INCAT’s closing price of 211.5pence per share, as on August 17, 2005. The value of the total offer is £53.40 million (approximately Rs411 crore), for 100 per cent of INCAT’s equity shares.

The Board of INCAT has approved and recommended acceptance of this offer to its shareholders.

Both TTL and INCAT provide engineering and design services and PLM (product lifecycle management) products and services, primarily to manufacturers and their suppliers in the international automotive, aerospace and engineering markets.

The offshore capabilities of TTL in the field of engineering automation services combined with the high-end onshore strengths of INCAT are expected to offer a strong and seamless onshore/offshore delivery capability to the international customers in auto, aerospace and engineering industries.

Patrick McGoldrick, CEO of TTL, said, “The prospect of INCAT joining forces with TTL represents an exciting opportunity to advance our strategic aims. We are experiencing strong organic growth, which we wish to complement with suitably targeted acquisitions. INCAT’s broad geographic platform and extensive customer base represents an accelerated route to achieve our targets. We believe that the enlarged group will be a major player in the engineering and design services market, on a global basis, and it will be better placed to respond to the ever-increasing demands from our combined international customer base. On completion of the offer, I look forward to welcoming the management and staff of INCAT to Tata Technologies and working with them to achieve enhanced stakeholder value in the future.”

Dr Ross Bunce, chairman of INCAT, said, “We believe that the offer provides our shareholders with certainty and value. Tata Technologies is a complementary business to our own and the enlarged group should benefit from the greater financial resources and presence, which being a part of the Tata group will bring to its future development.”

TTL, established in 1994, is a subsidiary of Tata Motors Limited, which holds 94.31 per cent of its equity. TTL recorded a consolidated turnover of Rs180.43 crore (£23.0 million) and profit after tax of Rs7.72 crores (£0.98 million) in the year ended March 2005. With approximately 2000 employees, TTL services customers in India, the US, Europe, and Asia-Pacific. Among its customers are large automobile manufacturers in India and abroad.