14 Annual Report 2007-08 - Tata Technologies

NOTICE IS HEREBY GIVEN THAT THE FOURTEENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF TATA TECHNOLOGIESLIMITED will be held on Monday, July 21, 2008 at 11:00 a.m. at the Registered eiteed eiteed Office e e of o o the Company omany omany at Plot lot lot lot No. o. o. o. 25, 2, 2, 2, Raji ai ai ai ai Gandhi andhi andhi andhi andhiInfotech Park, Hinjawadi, inawadi, Pune une 411 0 0 to transact tanat tanat the following ollowin ollowin business: buine: buine:Ordinary Business1. To receie and adopt the Directors’ Report and the Audited Profit and Loss Account for the year ended March 31, 2008 and theBalance Sheet as on that date.2. To declare final diidend on Equity Shares.3. To appoint a Director in place of Mr. S. Ramadorai who retires by rotation and who is eligible for reappointment.4. To appoint Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the next AnnualNotes:General Meeting of the Company and to authorize the Board of Directors to fix their remuneration. M/s. Deloitte Haskins & Sells,Chartered Accountants, the retiring auditors, are eligible for reappointment.1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF ANDTHE PROXY NEED NOT BE A MEMBER. The Proxy as per the format gien in the Annual Report should be receied by the Companyat its registered office not less than 48 hours before the time for holding the meeting.2. The Register of Members and the Transfer Books of the Company will be closed from July 8, 2008 to July 11, 2008, both daysinclusie.3. The diidend on Equity Shares as recommended by the Directors for the year ended March 31, 2008 if declared will be payableon or after July 21, 2008 in accordance with the resolution to be passed by the Members of the Company.4. As per the proisions of the Companies Act, 1956, facility for making nominations is aailable to Members in respect of sharesheld by them. Nomination Forms can be obtained from the Company’s Registrar and Transfer Agents.5. Members may please note the contact details of the Company’s Registrar and Transfer Agents, M/s TSR Darashaw Limited, asfollows:TSR Darashaw Limited60 Haji Moosa Patrawala Industrial Estate,20, Dr. E. Moses Road,Mahalaxmi, Mumbai 400 011Tel: +91 22 66568484Fax: +91 22 66568494Email: unit@tsrdarashaw.comWebsite: www.tsrdarashaw.comNOTICE

Fourteenth annual report 2002008Tata Technologies Limited6. Members are requested to notify the change in their Address, Bank Details, etc. if any, to the Company’s Registrar and TransferAgents. Members should quote their folio numbers in all their correspondence with the Company and the Registrar and TransferAgents..Members attention is particularly drawn to the ‘Unclaimed and Unpaid Diidend’ section under the ‘General ShareholderInformation’ in the Corporate Goernance Report.By Order of the Board of DirectorsPune, May 22, 2008Anubhav KapoorCompany Secretary and Legal AffairsRegistered Office:25, Raji Gandhi Infotech ParkHinjawadi,Pune – 411 0

Date of Birth October 6, 1944Date of Appointment March 8, 2001QualificationsMr. Ramadorai holds a Bachelors degree in Physics from Delhi Uniersity, India, a Bachelor ofEngineering degree in Electronics and Telecommunications from the Indian Institute of Science,Bangalore, India and a Masters degree in Computer Science from the Uniersity of California UCLA, USA. In 1993, Mr. Ramadorai attended the Sloan School of Management’s highly ratedSenior Executie Deelopment Program.ExpertiseMr. Ramadorai has wide experience in the fields of information technology, management,finance and corporate affairs. He is currently the Chief Executie Officer and Managing Directorof Tata Consultancy Seices Limited (TCS).Directorship held inTata Industries Limitedother Public CompaniesTata Consultancy Seices Limited(excluding foreign companies) Tata Elxsi LimitedCMC LimitedWTI Adanced Technology LimitedHindustan Leer LimitedNicholas Piramal India LimitedTata Teleseices LimitedEdge Technologies LimitedTata Teleseices (Maharashtra) LimitedTata Communications Limited(formerly known as VSNL Limited) andComputational Research Laboratories LimitedMemberships and Chairmanships ofBoard Committees in other PublicCompaniesDETAILS ABOUT MR. S. RAMADORAI, THE RETIRING DIRECTOROFFERING HIMSELF FOR RE-APPOINTMENTMembership of Audit CommitteesTata Elxsi LimitedHindustan Leer LimitedMembership of Remuneration CommitteesTata Elxsi LimitedHindustan Leer LimitedNicholas Piramal India LimitedTata Communications International Pte. Limited (Singapore)ShareholdingMembership of Shareholders’/ Investors’ Grievance CommitteeTata Consultancy Seices Limited18,000 equity shares of Rs. 10 each in the Company constituting 0.05% of the Paidup capital ofthe Company as on March 31, 2008.

Fourteenth annual report 2002008Tata Technologies LimitedTO THE MEMBERS OFTATA TECHNOLOGIES LIMITEDThe Directors are pleased to present their Fourteenth Annual Report on the Business and Operations of your Companyand the Audited Statement of Accounts for the year ended March 31, 2008.1. FINANCIAL RESULTSDIRECTORS’ REPORTThe summary of financial results of the Company for the year ended March 31, 2008 is as follows:2007-08(Rs. Lacs)20060(Rs. Lacs)Income from Sale of Products & Seices 27,632.50 22,68.52Other Income 351.07 1,365.6Total Income 27,983.57 24,044.28Operating Expenditure 22,914.66 21,613.Profit before Depreciation, Interest and Taxes 5,068.91 2,430.81Interest 9.31 6.08Depreciation 708.14 60.42Profit / (Loss) before Tax 4,351.46 1,.31Proision for Taxes 1,490.24 625.32Profit / (Loss) after Tax 2,861.22 1,128.99Balance brought forward from preious year 1,679.79 1,194.16Write back of proision for diminution in alue of inestment – 300.00Amount available for Appropriations 4,541.01 2,623.15APPROPRIATIONSInterim Diidend 721.03 –Proposed final Diidend 721.03 08.03Tax on Interim / Proposed Diidend 245.08 120.33General Resee 300.00 115.00Balance carried to Balance Sheet 2,553.87 1,69.92. REVIEW OF BUSINESS OPERATIONSThe year under reiew saw an increase of 22% in reenue from sale of products and seices, from Rs. 22,69lacs in 20060 to Rs. 2,632 lacs in 20008. The operating profit registered an impressie increase of 109%oer last year. The Company registered an oerall reenue growth of 16% while profit before taxes (PBT) grewat rate of % on a yeaonyear basis. Profit after taxes (PAT) grew by 152% during the same period. Growthin the bottom line is attributable in large part to the management’s relentless focus on cost control. During thisperiod, seices reenue increased by 18% and product sales increased by % oer last year to reach figures ofRs. 23,34 lacs and Rs. 3,898 lacs respectiely.Reenue from deliery centers was Rs. 28.96 Crores in 20060 which grew by 34.9% to reach a figure ofRs. 39.0 Crores in the year 200 08.

Rs. Lacs30,00025,00020,00015,00010,0005,0000Revenue27,63321,374 22,67916,98713,2949,2655,768 6,976FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08FY08Shareholders Funds vs Debts32,820 109FY0729,774 11FY0627,961 32FY053,521 840FY043,237 1,661FY032,886 2,831FY022,760 2,254FY012,904 1,0220% Rs. Lacs100%Shareholders Fund Total DebtsRs. Lacs5000400030002000100001,595 1,754Profit Before Tax1,3274,331702682920422FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08Sales Rs Lacs30,00025,00020,00015,00010,0005,000-Receivables ManagementFY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08Revenues Trade Debtors Debtor Days100.0080.0060.0040.0020.000.00Debtor DaysRs. Lacs300025002000150010005000Profit After Tax2,8411,0281,129770688 626451253FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08Days10080604020-(20)Working Capital Management2.01.51.00.50.0FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY 08Debtor Days Working Capital Days Current RatioCurrent Ratio

Fourteenth annual report 2002008Tata Technologies Limited3. DIVIDENDThe Board declared an interim diidend of Rs. 2/ per share on 3,0,834,6 equity shares of Rs. 10/ each in March2008 on proata basis. The Board recommends a final diidend of Rs. 2/ per share, in addition to the interimdiidend of Rs. 2/ per share, on 3,0,83,46 equity shares of Rs. 10/ each to be paid on proata basis. With theproposed final diidend, the total diidend for the financial year 20008 will be Rs. 4/ per equity share. Thediidend for financial year 20060 was Rs. 2/ per share.4. BUSINESS OUTLOOKDuring the year 20008, your Company addressed seeral challenges and opportunities:a) Challenges faced in the yeari) Well capitalized competition: The number of entrants in the Engineering Seices Outsourcing(ESO) sector has increased primarily from the large established IT companies who are putting morefocus on establishing an ESO capability. Further, the number of captie Engineering Centers hasgrown substantially.ii)iii)Challenges at the Original Equipment Manufacturers (OEMs) and Tier-1 suppliers: The rise inthe input cost of manufacturing and demand imbalance has put enormous pressure on OEMs andtie suppliers for cost reduction.Completion of operational integration of Tata Technologies and INCAT: 20008 was the first fullyear of INCAT operations under the leadership of Mr. Warren Harris, CEO, INCAT Systems Inc. Duringthe year, Mr. Harris built an integrated team dedicated to attracting and executing large offshoringdeals, leeraging our global engagement model and improing the support processes.b) Opportunities taken in the yearThe Company was able to improe EBITDA margins by:i) Securing a number of large transformational deals with greater offshore penetration and increasedproject duration.ii)Improing operational efficiency through streamlining sales and marketing operations, harmonizingIT systems and improing utilization.c) Macro economic and industry-specific challengesi) US Slowdown: There are increasing indications that the US economy, the world’s largest, may haeentered its most challenging period since 2001. The IT industry is not immune to a slowdown incorporate spending. Such a dynamic is bound to impact the ability of OEMs to launch new ehiclemodels and consume design software.ii)iii)iv)Dollar Depreciation: The depreciating dollar has remained a major deterrent for India basedexporters. The dollar fell by a sizable margin during 20008 and its long term outlook continues tobe downward.Supply side challenges: The emergence of India as a manufacturing base for global OEMs has createda point of demand for an Engineering Seice Outsourcing labour force that selectiely prefers to goback to the basic manufacturing functions. Furthermore, an increase in demand from capties andmainstream ITES companies has led to a swing of bargaining power in faour of candidates. Underthe circumstances, offshore wage inflation on the back of demand for skilled labor will continue toremain a concern for this industry.Changing deal behaviour: There has been a trend of deal announcements in which a number ofclients hae switched from a total outsourcing model to a blended outsourcing model where theinternal user department (such as Finance, R&D function, etc.) hands out parts of the requirementto multiple endors. We beliee that such selectie outsourcing is the future and holds significantpotential from the perspectie of ESO.

v) Rising oil prices and their impact on the global automotive market: The weakening US dollarand global crude supply concerns are progressiely driing oil prices to a higher leel. A higherprice point for crude oil operates as a double blow by increasing the input cost of manufacturingcomponents besides dissuading buyers of automobiles. The rise in oil prices has caused a shift indemand preferences between cars as consumers seek more fuel efficient, lighter ehicles. Thus, OEMsnow show a renewed emphasis on product deelopment and latest technology adoption.INCAT Services Strategy for 2008-09INCAT’s seice strategy is centered on the two themes of ‘reial’ and ‘transformation’. “Reial” inoles the deploymentof the new leadership team and strengthening the goernance process. “Transformation” inoles implementing acommon global ision, reorienting the sales structure and building a world class deliery model.The transformation model inoles a strategic oerhaul of the current business model, moing away from:a) a VAR & staentric model to a seicebased modelb) a territoryentric model to a model that harnesses global presencec) a broad sales focus to a segmented gotomarket approachThe Company is uniquely positioned to make rapid inroads into the Engineering Seices Outsourcing (ESO), ProductLifecycle Management (PLM) and Enterprise IT businesses whilst striing to become a more profitable, integrated andmore responsie organization.Product Strategy for FY 2008-09Tata Technologies iKS Inc. offering:The Company’s major product i get it has reported a 56% growth in subscriptions as of end FY 20008 oer FY 20060, during the period adding 31,000 new subscribers. There was a 450% increase in isitor growth and 41% increase ineCommerce transaction growth during FY 20008 oer FY 20060.In addition to the Company’s SoftwareaaSeice (SaaS)based outreach to indiidual engineers, it will continue tobuild on the success of its customized solutions for major OEMs and further deelop relationships with engineeringfaculties of leading uniersities around the world.5. CHANGES IN SHARE CAPITALDuring the year, the following changes hae occurred in the authorized and the paidup equity share capital ofthe Company.a) The authorized share capital of the Company remained unchanged at Rs. 5,000 lacs diided into 5,00,00,000shares of Rs. 10 each.b) The Company further issued ,59,691 shares of Rs. 10 each on priate placement/preferential allotmentbasis to employees of INCAT to be held by Walbrook Nominee (No. 5) Limited as their Nominee.c) In terms of the Purchase and Assignment of Company Shares – Purchase of Business Agreement enteredinto by INCAT International Plc, a subsidiary of the Company, 1,19,048 and 1,19,25 equity shares wereissued to Mr. Markus Schleer and Mr. Ralph Weber respectiely on priate placement/preferential allotmentbasis to be held by Walbrook Nominee (No. 5) Limited as their Nominee.d) 3,535 equity shares were allotted on exercise of the Employee Stock Options during the year.e) 2,9,000 equity shares were allotted to the Tata Technologies Limited Employee Stock Option Trust forimplementing an Employee Stock Purchase Programme.Hence the paidup capital of the Company increased from Rs. 3,.05 lacs to Rs. 3,08.35 lacs.

Fourteenth annual report 2002008Tata Technologies Limited6. TATA TECHNOLOGIES EMPLOYEE STOCK OPTION PLAN (TTESOP-2001)During the year under reiew, 25,000 options were granted to the employees under the Company’s Stock OptionPlan, iz. Tata Technologies Employee Stock Option Plan (TTES2001). All the 25,000 options were issued@ Rs. 145/ per option, inclusie of a premium of Rs. 135/ per option. During the year under reiew, 28,8options granted to employees who left the seices of the Company were forfeited.The status of the options granted and exercised as well as options forfeited during the financial year endedMarch 31, 2008 is as under:ESOPs as on March 31, 2008Number of Options Granted, Forfeited and Exercised1 Options granted as on April 1, 200 4,03,7152 Further options granted during the financial year 20008 25,0003 Options exercised during the year 41,7354 Options lapsed/forfeited during the year 28,8775 Options granted as on March 31, 2008 3,58,1036 Options aailable for Grant 19,2817. EMPLOYEE STOCK PURCHASE PROGRAMME (ESPP - 2008)The shareholders in the extraordinary General Meeting held on February 28, 2008 approed issue of 10,00,000equity shares of Rs. 10/ each to the Tata Technologies Limited Employees Stock Option Trust (Trust). Theshareholders also in the same meeting approed the preferential allotment of shares under an Employee StockPurchase Programme for persons in the permanent employment of the Company and its subsidiaries, includingDirectors of the Company in its full time employment. During the year under reiew, 2,9,000 shares weresubscribed by the Trust at Rs. 145 / per share, inclusie of a premium of Rs. 135 / per equity share to implementthe Employee Stock Purchase Scheme. The Trust offered all the 29,000 shares to certain key employees of theCompany at Rs. 145 / per share, inclusie of a premium of Rs. 135 / per equity share. All the shares offered by theTrust were purchased by employees.8. HUMAN RESOURCE DEVELOPMENTThe Company continued with its focus on attracting and retaining the best talent in the industry. 984 newemployees were added during the year, compared to 635 employees added in the preious financial year20060. The efforts made by the leadership team to contain attrition hae shown some positie results with adrop in the attrition rate compared to preious financial year, which stood at around 20%. The ‘Project Connect’initiatie launched in June 200 to improe employee engagement has shown good results with improedemployee participation on arious accounts. The new HR strategy aims to achiee the status of ‘Employer ofChoice’ for the Company by benchmarking the Company’s HR practices with the best in the Industry.9. CORPORATE SOCIAL RESPONSIBILITY (CSR)In FY 20008, the Company’s ‘Safety Ryodan’ team organized a traffic awareness campaign during the GaneshFestial in Pune, with the help of students from a local management institute. In Jamshedpur, the Company’semployees participated in the immunization programme arranged by an NGO.10. QUALITY INITIATIVESMultiple initiaties were undertaken including a Tata Business Excellence Model (TBEM) dipstick suey atINCAT America and Europe followed by an internal assessment at Asia Pacific centers. The organization plans toparticipate in TBEM external assessment in FY 200809, including corporate goernance. Continuous improementand monitoring of processes and effectie seice deliery was ensured by periodic internal and external auditsfor ISO9001:2000 and BS99. The recertification of the Hinjawadi, Pune deliery centre to ISO9001:2000 isplanned in Q1 200809. It is planned to bring the deliery centre in Bengaluru followed by the deliery centrein Thailand into the scope of this certification. As the Company grows its aerospace business, steps hae been

initiated for obtaining AS9100:B certification in 200809. Steps hae also been initiated for ISO2001 certification.Training programs were conducted for awareness and grooming internal auditors for ISO2001 as well asAS9100B. Process reiews were held as per schedule. Breakthrough changes in the areas of seice deliery,project management and innoation were subsequently initiated. A Global Engagement Model “GEM” is beingdeeloped by a team represented by all regions. It stries to eole a “world class deliery” model from the bestpractices across regions. GEM will help in the strategic transformation of the Company from a “sales & staffing”type of business to an “outsourcing & seices” type of business. It will enable and facilitate Europe and NorthAmerican geographies to prepare for CMMI / ISO (or equialent) accreditation certification, which is essential forwinning large deals.11. INFORMATION TECHNOLOGY (IT) INITIATIVESThe Company took arious IT initiaties to further integrate its operations worldwide and align IT Infrastructure/systems for future growth strategies. The Company has prepared an IT Roadmap for the next 18 months and theassociated Goernance process has been put in place.The top three initiaties as part of the roadmap include:•Continuation of SAP as the ERP system in India, Singapore, Thailand, United Kingdom. SAP was rolled outin North America for all operational, financial transactions and MIS, and will be rolled out in the rest of theEurope in the current year• Streamlining Transactional Processes using eWorkflow Technology• Optimizing CRM tools for better Sales optimization processesThe Company is also moing to integrate the IT infrastructure, processes, policies and WAN links across all itslocations in arious territories.The Company uses internal website portals for all employee communication and collaboration. The Companycontinued to stay focused on IT security and was recertified for BS99 for its Deliery Centers.12. SUBSIDIARY COMPANIESThe Company as on March 31, 2008 had thirteen subsidiary Companies.Tata Technologies Limited(India)100%Tata Technologies Pte Ltd(Singapore)99.24%INCAT Systems Inc(Michigan, US)100%Tata TechnologiesiKS, Inc(Colorado, US)100%INCAT InternationalPlc Ltd (UK)100%100%North AmericaINCAT Solutions ofCanada Inc(Canada)Integrated SystemsTechnologies de Mexico,S.A. de C.V.100%100%100%INCAT Limited(UK)INCAT GmbH(Germany)INCAT SAS(France)100% INCAT Holdings BV(Netherlands100%Lemmerpoort BVEurope(Netherlands100%100%INCAT(Thailand) Ltd.INCAT KK(Japan)

Fourteenth annual report 2002008Tata Technologies LimitedDuring the year, the Company continued to reiew and reorganize all its subsidiaries.The following changes occurred with respect to the Company’s corporate structure/subsidiaries as part of thereorganization exercise:a. Asia–Pacific: CADPO Asia Pte Ltd, Singapore and Tata Technology Inestments Pte Ltd, Singapore wereliquidated during the preious year. The Malaysian subsidiary, Granted Reenue Sdn Bhd (formerly, TataTechnologies Sdn Bhd), also ceased to be a subsidiary.b. Europe: Lemmerpoort BV (formerly, INCAT Engineering Solutions BV), Netherlands had filed for bankruptcyduring the last financial year, 20060. The Company continues to be under bankruptcy proceedings. Thebankruptcy is expected to be confirmed during the coming year. CEDIS EDIS Mechanical Mehanial Engineering Enineein GmbH, mb,Germany was merged with INCAT GmbH, Germany during the year to consolidate the operations inGermany under one entity. Since Sine the group ou no longer lone has ha any trading tadin subsidiaries ubidiaie in the Netherlands, etheland, it is ialso proposed to liquidate INCAT Holdings BV, Netherlands which used to act as a holding company for thesubsidiaries in Netherlands.With the aboe mentioned changes the number of subsidiaries of the Company has been reduced from to 13during the year.The Company made an additional equity inestment in 1,503,9 equity shares of Tata Technologies Pte Ltd at aprice of approximately US$1.33 per share. In turn, Tata Technologies Pte Ltd made further inestment of US$4.5min 45,000 common stock – Class B (Voting) of INCAT Systems Inc.Associate Companies: The Company has entered into a shareholders’ agreement with Hindustan AeronauticsLimited (HAL) for the incorporation of a Company with 50:50 equity participation from both the parties.The objectie of the joint enture is to undertake work packages related to engineering design seices inaerostructures and also to take captie ohore and onite work load of both partners from aerospace OEMs,including offset programmes. It is intended to capitalize on growing global aerospace demand by leeraging thecombined core strengths of both the partners, i.e. HAL’s offset business, and the Company’s global offshore/onsite engineering business. The joint enture will be based at Bengaluru, India.In accordance with the Statement of Accounting Standard on Consolidated Financial Statements (AS 21) issuedby the Institute of Chartered Accountants of India (ICAI), subsidiaries of the Company hae been considered inthe Consolidated Financial Statements of the Company, attached in a separate section of this report. As maybe seen from the consolidated statements, the consolidated reenue was Rs. 1,10,025 lacs, an increase of 15%against Rs. 95,0 lacs in the preious year. The profit before tax was Rs. 5,13 lacs as against Rs. 2,466 lacs in thepreious year, recording a growth of 108%. The profit after tax was Rs. 3,000 lacs.On an application made by the Company under Section 212(8) of the Companies Act ,1956, the Central Goernmentexempted the Company from attaching copy of the Balance Sheet, Profit and Loss Account, Directors’ Report andAuditors’ Report of the Company’s subsidiaries and other documents required to be attached under Section 212(1)of the Act to the Balance Sheet of the Company. Accordingly, the said documents are not being attached withthe Balance Sheet of the Company. A gist of the financial performance of the Company’s subsidiaries is attachedelsewhere as part of the report. The Annual Accounts of the Company’s subsidiaries are open for inspectionby any member/inestor and the Company will make aailable these documents/details upon request by anymember of the Company or to any member/inestor of its subsidiary. Further, the financial statements of theCompany’s subsidiaries will also be kept for inspection by any inestor at the Company’s Head Office/RegisteredOffice as well as that of the respectie subsidiary.13. DIRECTORSIn accordance with the requirements of the Companies Act, 1956 and the Articles of Association, Mr. S. Ramadoraiis liable to retire by rotation and is eligible for reappointment.14. AUDITORSM/s Deloitte Haskins & Sells (DHS), Chartered Accountants, the Company’s Statutory Auditors, hold office until theconclusion of the ensuing Annual General Meeting. It is proposed to reappoint them to examine and audit the10

accounts of the Company for the financial year 200809. Messers Deloitte Haskins & Sells, hae pursuant to Section224(1B) of the Companies Act, 1956, furnished the releant letter confirming their eligibility and willingness forreappointment as the Statutory Auditors, should they be so appointed. The members are requested to appointAuditors for the current year and fix their remuneration.15. AUDIT COMMITTEEThe Audit Committee, comprising Mr. S Ramadorai, Chairman, Mr. P P Kadle and Mr. C Ramakrishnan, Directors,held four meetings during the year under reiew. The Audit Committee meetings are usually attended by theManaging Director, the Chief Financial Officer, the Chief Internal Auditor of the Company and the representatiesof the Company’s Statutory Auditors. The Company Secretary acts as the Secretary to the Committee. TheChairman of the Committee was present at the last Annual General Meeting.16. PUBLIC DEPOSITSYour Company has not accepted any deposits from the public in terms of Section 58A and/or Section 58AA of theCompanies Act, 1956 during the year under reiew and hence, no amount is outstanding under the head PublicDeposits as on 31 st March 2008.17. PARTICULARS OF EMPLOYEESA statement containing the names and other particulars of employees of the Company as required under Section2(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 19 is gien atAnnexure ‘A’ to this Report.18. CORPORATE GOVERNANCE REPORTA separate report on Corporate Goernance is gien at Annexure ‘B’ to this report.19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGOConservation of Energy: The operations carried out by the Company in all its locations are such that they are notdeemed as energy intensie. Howeer, the Company constantly makes efforts to aoid excessie consumption ofenergy and encourage conseation of energy. Communications are sent to adise the employees on the properuse of equipment with energy efficiency being one of the objecties. New technologies/options are regularlymonitored. Efforts hae been made to install energy efficient equipment. The Company remains committed todeploying more efficient energy saing measures.Technology Absorption: The Company’s commitment to become a leader in the engineering design industry isreiterated. The Information Technology initiaties effected during the preious year hae been outlined aboe asa separate section. Efforts are made continuously to bring in innoation in all the domain areas. Constant effortshae been put in to improe the engineering design skills. Opportunities are created to achiee technologicalstrengths and achiee technological excellence in the areas where the Company operates. Company continuesto upgrade its technological capabilities on a regular basis. Absorption of newer and better technology,upgradation of the technological strengths and constant innoation are gien high importance. As an exampleof technological capabilities, the Company has deeloped capabilities in digital manufacturing and CFD and isalready proiding seices to major clients in this area.Foreign Exchange Earnings and Outgo: Information pertaining to the foreign exchange earnings and outgoduring the year under reiew, in terms of the Notification 1029 of 32988 issued by the Department ofCompany Affairs is as follows:Foreign Exchange Earnings and OutgoEarnings in foreign currencyExpenditure in foreign currency(Rs. in Lacs)2007-083,254.,912.6011

Fourteenth annual report 2002008Tata Technologies Limited20. DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to Section 2(2AA) of the Companies Act, 1956 the Directors, based on the representations receiedfrom the Operating Management, confirm that:i. in the preparation of the annual accounts, the applicable accounting standards hae been followed andthat there are no material departures;ii.iii.i.they hae, in selection of the accounting policies, consulted the Statutory Auditors and hae applied themconsistently and made judgements and estimates that are reasonable and prudent so as to gie a trueand fair iew of the state of affairs of the Company at the end of the financial year and of the profit of theCompany for that period;they hae taken proper and sufficient care, to the best of their knowledge and ability, for the maintenanceof adequate accounting records in accordance with the proisions of the Companies Act, 1956, forsafeguarding the assets of the Company and for preenting and detecting frauds and other irregularities;they hae prepared the annual accounts on a going concern basis.21. ACKNOWLEDGEMENTSYour Directors wish to place on record their gratitude to all the customers, business partners, bankers, auditors, andgoernment /statutory authorities for their support. The Directors would like to specially thank the members fortheir continued faith in the Company and the Management. The Directors also would like to use this opportunityto appreciate the indiidual and collectie contribution of all the employees of the Company.On behalf of the Board of DirectorsMumbai, May 22, 2008S. RAMADORAIChairman12

Annexure ‘A’Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars ofEmployees) Rules, 1975 and forming part of the Directors’ Report for the year ended March 31, 2008Sl. NameNo.Age Designation/Nature of(Years) DutiesGross Remuneration (Rs.)Net Remuneration (Rs.)QualificationsTotal Experience(Years)Date ofCommencement ofEmploymentLast Employment held /Designation / Period forwhich Post Held1 Agarwal A K 52 Project Manager Body 2,,535.00 1,61,219.00 M.Tech 29 A9 Tata Motors LimitedSystemsDeputy Manager2 Agarwal P K 56 Program Manager Enterprise Solutions3,0,9.00 1,991,481.00 PGDIE 32 A9 Tata Motors LimitedManage 19 years3 Agashe S C 52 Chief InformationOfficer4,3,086.00 2,8,063.00 BE (Elec), MMS 30 t01 Saant Software IncExecutie Director 1 year4 Ahmed M M* Program Manager Enterprise Solutions3,195,362.00 2,083,486.00 BE, M. Tech 31 A9 Tata Motors LimitedManage 3 years5 Apte S D 44 Project Manager Body 2,513,486.00 1,62,34.00 M.Tech 21 A9 Tata Motors LimitedSystemsAsstt Manager (De) 5 Years6 Asawale A S 53 Program Manager Enterprise Solutions2,456,913.00 1,682,960.00 B.E 30 De00 Tata Motors LimitedProject Manager Athale C P 56 Project Manager PE 2,6,065.00 1,816,896.00 B.E, D.B.M. MDBA,AMIE34 A9 Tata Motors LimitedDin. Manager8 Bagul S M * 60 Team Leader PDV 645,.00 458,0.00 Diploma 40 A9 Tata Motors LimitedSupeisor9 Bansal A K* 60 Program Manager Application Systems2,288,425.00 1,150,05.00 B Tech (Mech) B.Sc.(Maths), PGDBM39 A9 Tata Motors LimitedDiisional Manager 3 years10 Belgaonkar G G* 60 Project Manager 1,002,245.00 669,943.00 39 A9Vehicle Safety Systems11 Beri H P* 53 Project Manager Enterprise Solutions1,006,415.00 3,896.00 B Com, DBM 33 A04 Tata Motors LimitedManager 5 years12 Bhapkar U S 38 Project Manager Systems Integration2,6,292.00 1,640,462.00 B.E. (E&TC) Jun02 Digital Global SoftwareProject Manager13 Bhatlawande V R 49 Program Manager ESG2,421,521.00 1,651,8.00 B.E.(AICWA) C 90 23 Jul98 SKFManager14 Bhatt A V* 41 Project Manager 811,920.00 624,394.00 B.Sc 10 12Feb99 Enterprise Soltions15 Bongirwar R A 42 Program Manager Embedded Systems2,548,866.00 1,20,026.00 B. Tech, M. Tech 19 De04 Datamatics LimitedTechnical Adisor16 Bose P K 33 Technical Specialist 2,,9.00 1,856,616.00 M.A. 12 Jun0 Daimler Chrysler Designer Vehicle Designer Chafekar A S 50 Project Manager PE 3,382,338.00 2,236,66.00 BE 29 A9 Tata Motors LimitedManage 3 years18 Chandra R 48 Head BusinessSystems Tata Motors3,8,98.00 2,546,463.00 BE, PGDBM(MBA) 2 A9 Tata Motors LimitedSr. Manager 1 year19 Chandrasekhar V 49 Program Manager Systems Integration an3,141,926.00 2,150,942.00 BE,PGDBM(MBA) 2 A9 Tata Motors LimitedManage 16 years20 Chaan P* 60 Deliery HeadDomestic ESG3,908,466.00 2,591,115.00 B.Com, BGL DCPSADFM,CCCBI,CCSA3 2May01 Mirc Electronics LimitedGM Inform.Syst 3 years21 Chigullaplli A K 36 Project Manager Vehicle Safety Systems2,,415.00 1,63,165.00 B. Tech, M.E. 14 A9 Tata Motors LimitedSenior Engineer 1 year22 D’Cruz Brain B 52 Project Manager TataEngineering2,812,692.00 1,850,6.00 BE (Mech) 30 A9 Tata Motors LimitedManage 19 years23 Deshpande A H 42 Project Manager PDM 2,400,693.00 1,60,01.00 B.E., DCM, DBM,MMS18 A9 Tata Motors Limited SeniorSystems Officer 2 years24 Deshpande M R 44 Program Manager Enterprise Solutions2,64,95.00 1,835,922.00 B.E. (Mech.), 23 20A99 VoltasManager 1 year25 Dole S S 53 Practice Manager Enterprise Solutions1,468,93.00 9,.00 G90B.E. Honours(Electronics)31 t0 IBMDeliery Project Executie26 D’Souza Nelson 48 Country Manager Sales and Marketing3,331,615.00 2,220,993.00 B.ComADPS25 9t00 Siemens Information Sys. LtdRegional Manager 2 years2 Durugkar P B 52 Program Manager Enterprise Solutions3,,.00 2,092,966.00 BE (Mech), SAP(SD) Certif.29 A9 Tata Motors LimitedConsultant28 Fernandez D* 50 Program Manager ESG1,108,448.00 819,225.00 B. Com, C.A. 26 o00 Tata Motors LimitedManager29 Ganesan L S* 48 Practice Head Enterprise Solutions3,22,129.00 2,209,8.00 BE (Mech)MBA2 2Ma01 Atos Origin India t LtdPractice Director 3 years30 Ganguli I 40 Chief Marketing Officer 1,,9.00 1,230,88.00 B.Sc. MBA 15 10De0 SatyamVice President Marketing31 Gawde N 42 Project Manager 2,405,400.00 1,643,366.00 B.Sc. PGD 23 Jul03 OnidaEnterprise Solutions32 Ghatol G L 56 Project Manager Body 2,628,284.00 1,3,650.00 B.E. (Mech) 33 A9 Tata Motors LimitedSystemsManager 25 years33 Ghosh K K 51 Head CorporateInitiatie4,634,0.00 3,050,464.00 M. Tech (IR & OR) 28 A9 Tata Motors LimitedSr. Manager 3 years34 Ghosh S Project Manager PE 3,481,984.00 2,309,3.00 B. Tech 2 A9 Tata Motors LimitedManager 16 years13

Fourteenth annual report 2002008Tata Technologies Limited14Sl. NameNo.Age Designation/Nature of(Years) DutiesGross Remuneration (Rs.)Net Remuneration (Rs.)QualificationsTotal Experience(Years)Date ofCommencement ofEmploymentLast Employment held /Designation / Period forwhich Post Held35 Gopakumar P K 54 Corp Manager C & B(Tata Technologies)1,916,649.00 1,409,89.00 MA & MPM 32 Jul0 Perot SystemsSenior Manager Payroll36 Guha S K 55 Program Manager Tata Engineering3,69,499.00 2,6,205.00 M. Sc., PGDIPL 33 A98 Tata Motors LimitedSr Manager 4 years3 Gupta S 34 Chief Financial Officer 2,594,6.00 1,3,246.00 B. Com. MBACFA11 18A0 HCL TechnologyGeneral Manager Corporate Finance38 Gurjar A S 55 Program Manager 2,8,926.00 2,0,303.00 M. Sc., MEM 33 A9 Tata Motors LimitedManager 6 years39 Hukmani H C* 60 Project Manager DataCentre Operations1,119,398.00 30,512.00 M. Com 39 A9 Tata Motors LimitedAssistant Manager 8 years40 Jain M K 51 Program Manager 3,966,425.00 2,586,52.00 M. Tech DBA 2 A9 Tata Motors LimitedSr. Manager 2 years41 Janorkar R K 49 Competency CentreManager PDM3,039,615.00 2,051,289.00 DET, BE (Elec &Tele)25 A9 Tata Motors LimitedDy. Manager 14 years42 Joshi A G 51 Practice Head Product 4,653,220.00 3,083,430.00 BE. (Mech) 30 A9 Tata Motors LimitedDesign and ValdnManager 8 years43 Julka W 32 Business Manager Asia Pacific2,831,231.00 1,92,.00 DEE, B Tech, MBA 9 9Feb05 EDS TechnologyRegional Manager44 Kapoor Anubha 35 Company Secretary Legal Affairs3,398,246.00 2,313,406.00 CS, LLB, MBA 14 A06 Polaris SystemVice President 4 years45 Karyakarte S K 42 Industrial Designer 2,33,455.00 1,854,039.00 B.E. (Mech.), MMS,MDES21 A9 Tata Motors LimitedAssistant Manager 1 year46 Kaulgud M M 44 Head HR (Asia Pacific) INCAT1,919,444.00 1,310,963.00 B. Com, MBA 21 2Se0 TSystemsChief HR Officer 3 years Kelkar A S* 36 Project Manager PDV 823,82.00 629,8.00 B.E. 23 Feb9 Tata Motors LimitedEngineer48 Khedkar G M Project Manager PE 2,0,592.00 1,804,238.00 B.E, DIMIN IE 82 26 A9 Tata Motors LimitedManager 1 year49 Krishna Mohan J 51 Program Manager Enterprise Solutions3,308,981.00 2,158,615.00 M. Tech, PGCST,NCST26 A9 Tata Motors LimitedSr Manager 16 years50 Krishnan Seshadri 43 Program Manager Enterprise Solutions3,284,283.00 2,195,0.00 CA, ICWA 20 30Jun04 B M AssociatesProgram Manager51 Kulkarni A K 51 Program Manager Enterprise Solutions3,313,635.00 2,166,593.00 M. Tech 2 A9 Tata Motors LimitedSenior Manager 1 year52 Kulkarni S A* 51 Program Manager Enterprise Solutions2,850,481.00 1,813,93.00 BE. ( E & T/c), MMS 28 A9 Tata Motors LimitedManager 3 years53 Kulkarni S Y 59 Program Manager Enterprise Solutions2,92,023.00 1,840,298.00 D.E.E. 35 o00 Tata Motors LimitedSenior Manager 1 year54 Kumar Pushpendra 43 Project Manager 2,403,916.00 1,63,489.00 B. Sc. B.E. 19 16May05 EicherManager55 Kumar R 53 Project Manager PE 3,038,959.00 2,005,130.00 M. Tech 29 A9 Tata Motors LimitedManager56 Kumbhakar N* 45 Project Manager Enterprise Solutions949,660.00 28,206.00 B. Tech, PGDIE 22 Jun00 Perkasa Heay IndiaHOD 3 Years Malik S D* 42 Project Manager Enterprise Solutions912,.00 685,038.00 M.Sc 19 A9 Tata Motors LimitedTeam Leader58 Mazumdar S 42 Project Manager Enterprise Solutions2,551,114.00 1,6,981.00 M. Tech A9 Tata Motors LimitedAsst. Manager 4 years59 Mudireddy S K* 38 Project Manager Enterprise Solutions1,222,03.00 941,88.00 B.E, M.E Feb05 AccentureSr. Consultant60 Naik Asha 53 Global Head HR ( TataTechnologies )6,202,030.00 4,034,3.00 P.H.D. 22 16A00 Fujitsu ICIM LimitedHR Head 5 years61 Nigam S K 51 Program Manager Enterprise Solutions3,686,.00 2,415,60.00 B. Tech, M.Tech 29 A9 Tata Motors LimitedProg. Manager 3 years62 Patil A B 43 Project Manager PDV 2,616,535.00 1,,643.00 B.E, M.E 21 2May03 Onward Tech Ltd.Senior Manager63 Patwardhan A G 48 Project ManageE 2,019,639.00 1,323,804.00 B.E, M.S 24 2Jul0 Tata JohnsonGeneral Manager64 Pereira R AX* 31 Team Leader Information Systems232,939.00 166,033.00 B.E 10 28t98 The Indian ExpressEngineer65 Peshae M D 46 Project Manager Emission Systems2,600,664.00 1,6,433.00 D.M.E, B.E, M.E 23 Jan01 Tata Motors LimitedManager 1 year66 Petkar R M 41 Project Manager Emission Systems3,145,042.00 2,085,099.00 BE, M. Tech 20 t99 Tata Motors Limited2 years6 Pillai S G 46 Vice President Enterprise Solutions Gr.3,336,091.00 2,191,625.00 B.E, PGDM 24 3Se0 Atos OriginSr. General Manager68 Rajasekaran T 55 Vice President Engieering Automation G6,668,405.00 4,293,.00 B Tech (Mech),DBM34 A9 Tata Motors LimitedDiisional Manager 5 years69 Rajhans R G 46 Project Manager Body 2,926,142.00 1,9,96.00 B.E, M.D. 24 A9 Tata Motors LimitedSystemsAsstt Manager 5 Years0 Roy Aijit Program Manager 3,566,50.00 2,319,3.00 M. Tech 23 A9 Tata Motors LimitedManager 12 years

Sl. NameNo.Age Designation/Nature of(Years) DutiesGross Remuneration (Rs.)Net Remuneration (Rs.)QualificationsTotal Experience(Years)Date ofCommencement ofEmploymentLast Employment held /Designation / Period forwhich Post Held Sahamate S S 40 Project Manager PE 2,416,883.00 1,662,956.00 B.E 9May05 PlexionConsultant2 Sengupta S* 38 Project Manager Enterprise Solutions9,66.00 506,133.00 C.A 15 Se99 Shaw WallaceSr. Officer3 Shete M S 42 Manager Finance 2,512,002.00 1,,865.00 M. Com, C.A 22 A9 Tata Motors LimitedDeputy Manager 3 Years Shome B 41 Project Manager PE 2,895,661.00 1,952,312.00 B. Tech, M.S, PHD 13 2t04 General ElectronicsLead Engineer Shree Ranjan 52 Program Manager Enterprise Solutions2,8,434.00 1,66,2.00 M. Tech, PHD 25 A9 Tata Motors LimitedSr. Manager 1 Year6 Shukla V B 45 Program Manager Enterprise Solutions2,993,910.00 2,028,898.00 BE 20 A98 Tata Motors LimitedProg. Manager 5 years Singh G S 52 Practice Head eBusiness4,611,180.00 2,980,838.00 B Tech, PGDCS 33 2Jul01 E.VyaparCO & MD 1 year8 Tarnekar A M 43 Product Manager KBE 3,092,62.00 2,035,342.00 M. Tech 19 A9 Tata Motors LimitedDy. Manager 8 years9 Thasan C Deliery Centre Head Aerospace2,29,243.00 1,483,844.00 B.Sc, DMIT (Aero) 31 May0 Indus Integrated TechCTO 1 Year80 UmamaheswaranT N46 Chief TechnologyOfficer KBE4,8,034.00 3,28,8.00 M. Tech 23 A9 Tata Motors LimitedDiisional Manager 4 years81 Waikar A M Program Manager Tata Engineering4,331,191.00 2,99,335.00 B.E, M.S 31 A9 Tata Motors LimitedDiisional Manager 2 years82 Yajnik S 44 Chief Operating Officer 10,,09.00 6,648,128.00 B.Tech, M.S 13 1.A0 TTPL, SingaporeVice President 4 yearsNotes: 1) The Gross remuneration shown aboe is subject to tax and comprises of salary, allowances, monetary alue of perquisites as per incometaxrules, and Company’s contribution to proident fund and superannuation fund.2) In addition to the aboe remuneration, employees are entitled to gratuity, medical benefits, etc., in accordance with the Company’s rules.3) The net remuneration is arried at by deducting from the gross remuneration, incometax, Company’s contribution to proident fund,superannuation fund, and the monetary alue of nonash perquisites, whereer applicable.4) All the employees hae adequate experience to discharge the responsibilities assigned to them.5) The nature of employment in all cases is contractual.6) None of the employees mentioned aboe is a relatie of any Director of the Company.)Asterisk against a name indicates that the employee was in seice only for a part of the year.On behalf of the Board of DirectorsMumbai, May 22, 2008S. RAMADORAIChairman15

Fourteenth annual report 2002008Tata Technologies Limited1. PHILOSOPHY:As a part of the Tata Group, Tata Technologies’ philosophy of Corporate Governance is founded upon a rich legacy of fair,ethical, and transparent Governance practices. The Corporate Governance philosophy has been further strengthenedby the implementation of the Tata Business Excellence Model and the Tata Code of Conduct.The leadership system at Tata Technologies has been created with a strong emphasis on customer focus, profitablegrowth and a culture of change for the better. This emphasis and orientation is based on alues fostered init as part of the Tata Group and upheld through a passion for excellence championed by senior leaders. TataTechnologies’ commitment is to achiee continual improements through leadership by example.For Tata Technologies, corporate goernance implies obseance of certain basic principles of ethical growth andis more than mere compliance with global standards of goernance and disclosure. Tata Technologies’ leadershipteam is committed to managing the Company in accordance with the organization’s Mission, Vision and ValuesStatement and Quality Policy. These are detailed elsewhere in this Annual Report. The Company continues tofocus its resources, strengths and strategies to achiee its ision of becoming a truly global automotie andaerospace engineering and design seices company, while upholding the core alues of transparency, integrity,honesty and accountability, which are fundamental to the Tata Group.2. THE BOARD OF DIRECTORSAnnexure B: Corporate Governance ReportAt the heart of our Corporate Goernance practice is the Board, which oersees how the management sees andprotects the long term interest of stakeholders of the Company.At present the Board consists of e Directors. The Company has an optimum combination of executie andnonexecutie directors with eighty percent of the Board comprising nonexecutie directors. The nonexecutiedirectors represent arious fields with expertise in their respectie areas and their positie contribution helpsCompany to define effectie strategies for future growth. The executie director along with its ExecutieManagement Team in turn implements and monitors the operational strategies, plans, systems and processes toenable the Company to achiee the goals set by the Board.The Board met seen times during the financial year 20008, 08, on May 04, 0, 0, 0, 200, 200, 200, 200, 200, June 2, 2, 2, 2, 2, 200, 200, 200, 200, 200, July 28, 200, 200, 200, 200, 200,October 20, 200, January 03, 2008, January 23, 2008 and February 28, 2008. The time gap between any twomeetings was less than four months. The attendance of the Directors at the Board Meetings held during the yearis as follows:16NameDesignationNo. of Board MeetingsHeld Attended Attendance atthe last AGMS. Ramadorai NonExecutie Chairman 4* YesP. R. McGoldrick Managing Director 6** YesR. Gopalakrishnan NonExecutie Director 5 YesP. P. Kadle NonExecutie Director YesC. Ramakrishnan NonExecutie Director 4 No* Besides the four meetings, Mr. Ramadorai also participated in one meeting ia ideo conference and one iaaudio conference.** Besides the six meetings, Mr. McGoldrick also participated in one meeting ia ideo conference.Mr. S. Ramadorai is liable to retire at the ensuing Annual General Meeting and offers himself for reappointment.Attention of the Members is inited to the releant item in the Notice of the Annual General Meeting seekingapproal on the aforesaid appointment.

The Board along with its Committees iz. Audit Committee, Committee of Directors and Compensation andRemuneration Committee lays down strategic paths, deelops systems, processes and reiew mechanisms tosteer the Company on the right track of growth and mitigate risks. Among other things, key matters like periodicfinancial results, acquisitions, joint entures, capital/operating budgets, findings/comments of Statutory andother auditors, internal controls, issue of capital and other resource mobilization efforts are brought to the Board.The Board also deliberates on the Company’s positioning in the domestic and global markets and adopts andapproes the strategy for medium and long term growth.None of the NonExecutie Directors has any material pecuniary relationship or transactions with the Company.None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5Committees across all companies in which he is a Director. Chairmanship/Membership of Board Committeesincludes only Audit and Shareholders/Inestors Grieance Committees. Necessary disclosures regardingCommittee positions in other public companies as at 31 st March, 2008 hae been made by the Directors.No sitting fees are paid to the Directors for attending the Board meetings. The quorum of the meetings is eithertwo members or one third of the members of the Board, whicheer is higher.INFORMATION REGARDING DIRECTORS:Mr. S. Ramadorai, 63, has seed as Chairman of Tata Technologies Limited since 2001. He is also the CEO andManaging Director of Tata Consultancy Seices Ltd. (TCS).Mr. Ramadorai’s ision is eident through the actie role he played in establishing the Offshore DeelopmentCenters (ODCs) in India to proide highend quality solutions to major corporations. With a iew to remain abreastof changing technologies at all times, he set up Technology Excellence Centers in India that hae acquiredknowledge, expertise and equipment in specialized technology areas.In recognition of his commitment and dedication to the IT industry he was awarded the Padma Bhushan inJanuary 2006. Mr. Ramadorai is also increasingly being recognized as a leader of global standing. He is ITAdisor to Qingdao City, People’s Republic of China and in September 2005 was presented with the UK Tradeand Inestment Special Recognition Award by the then United Kingdom Prime Minister, Mr. Tony Blair, for TCS’exemplary contribution to India – UK economic ties.Mr. Ramadorai’s academic credentials include a Bachelors degree in Physics from the Delhi Uniersity (India),a Bachelor of Engineering degree in Electronics and Telecommunications from the Indian Institute of Science,Bangalore (India) and a Masters degree in Computer Science from the Uniersity of California – UCLA (USA). In1993, Mr. Ramadorai attended the Sloan School of Management’s highly acclaimed Senior Executie DeelopmentProgram. He is a Fellow of the Indian National Academy of Engineering, Fellow of the Institute of Electricaland Electronics Engineers (IEEE), Member of the National Council of the Confederation of Indian Industry (CII),President of the IndoAmerican Society, Member of the Corporate Adisory Board, Marshall School of Business(USC), and is also on the Adisory and Goerning Boards of a number of reputed Indian academic institutions.Other Directorships:Public Companies: Tata Industries Limited; Tata Consultancy Seices Limited; Tata Elxsi Limited; CMC Limited;WTI Adanced Technology Limited; Hindustan Leer Limited; Nicholas Piramal India Limited; Tata TeleseicesLimited; Edge Technologies Limited; Tata Teleseices (Maharashtra) Limited; Tata Communications Limited(formerly known as VSNL Limited); Computational Research Laboratories Limited.Foreign Companies: Innoa TV Inc. (USA); TCS Iberoamerica S.A. (Uruguay); TCS Solutions Centre S.A. (Uruguay) ;Tata Consultancy Seices De Espana S.A. (Spain); Tata Consultancy Seices Chile S.A. (Chile); Tata CommunicationsInternational Pte Ltd (formerly known as VSNL Singapore Pte Ltd.); Tata America International Corporation; TataConsultancy Seices BPO Chile S.A.Non-profit making Companies: ACCION Technical Adisors India.Mr. Ramadorai held 18,000 equity shares of the Company as on 31st March 2008, constituting 0.05% of the paidup

Fourteenth annual report 2002008Tata Technologies Limited18capital of the Company. Of the 1,00,000 stock options granted to him in 2001 under the Employee Stock OptionScheme – 2001, he has exercised 6,000 options till 31st March, 2008. No new stock options were granted to himduring the year. No stock options were exercised by him during the year ended 31st March, 2008.Mr. Patrick Raymon McGoldrick, 58, has oer 38 years of experience in information technology and is responsiblefor Tata Technologies as its Managing Director. He holds a Masters degree in Computer Science from StanfordUniersity, USA and completed the Haard Business School Adanced Management Program (AMP 109). Beoe Beforejoining the Tata Group in 1981, he had spent 11 years at Lawrence Liermore National Laboratory in the UnitedStates where he had technical responsibility for seeral complex information systems projects. He has alsoconsulted computer companies throughout the United States on project management, adanced products,multiprocessor computer systems, manmachine interfaces and improed software productiity.Other Directorships:Public Companies: Tata Elxsi Limited.Foreign Companies: Tata Technologies Pte Limited, Singapore; Titan Watches & Jewellery International PteLimited, Singapore; INCAT International Plc, UK; INCAT Systems Inc. USA; Tata Technologies iKS, Inc USA; andINCAT(Thailand) Limited, Thailand.Mr. McGoldrick held 5,60,000 equity shares of the Company as on 31st March, 2008, constituting 1.51% of thepaidup capital of the Company. Of the 1,00,000 stock options offered to him in 2001 under the Employee StockOption Scheme – 2001, he has exercised all the 1,00,000 options till 31st March, 2008. No new stock options weregranted to him during the year. No stock options were exercised by him during the year ended 31st March, 2008.Mr. R Gopalakrishnan, 62, is an Executie Director of Tata Sons Limited. He is a member of the Group CorporateCentre of Tata Group, besides being on the Boards of arious Tata companies. Prior to joining the Tata Groupin August 1998, he was the Vicehairman of Hindustan Leer Limited. He is a past President of the All IndiaManagement Association.Mr. Gopalakrishnan holds a Bachelor’s degree in Science and a B. Tech (Electronics) degree from the IndianInstitute of Technology (IIT), Kharagpur.Other Directorships:Public Companies: Tata Sons Limited; Tata Motors Limited; Tata Chemicals Limited; Tata Power Company Limited;ICI India Limited; Rallis India Limited; Tata Teleseices Limited; Castrol India Limited; Tata AutoComp SystemsLimited.Private Companies: ABP Priate Limited; Adinus Therapeutics Priate Limited.Foreign Companies: IMACID S.A.Mr. Gopalakrishnan held 55,000 equity shares of the Company as on 31st March, 2008, constituting 0.15% of thepaidup capital of the Company. Of the 25,000 stock options offered to him in 2001 under the Employee StockOption Scheme – 2001, he exercised 25,000 options till 31st March, 2008. No stock options were exercised by himduring the year. No new stock options were granted to him during the year ended 31st March, 2008.Mr. P P Kadle, 51, was appointed as the Managing Director of Tata Capital Limited in September, 200. Prior tothis, Mr. Kadle seed as CFO of Tata Motors Ltd, haing joined the company as Viceesident (Finance), followinga period with TataIBM Ltd as its Chief Financial Officer. Mr. Kadle has gathered wide experience with well knownIndian companies in the fields of management, accountancy, law, finance and treasury. He is also a member of theInstitute of Chartered Accountants of India, the Institute of Cost and Works Accountants of India and the Instituteof Company Secretaries of India. Mr. Kadle is an Honors Graduate in Commerce and Accountancy from MumbaiUniersity.Other Directorships:Public Companies: Tata Capital Limited; Tata Capital Markets Limited; Tata Motors Finance Limited; Tata MotorsInsurance Seices Limited; Tata Securities Limited; Telco Construction Equipment Company Limited; extFinancials Limited.

Private Companies: Lotus India Asset Management Company Priate Limited.Foreign Companies: Tata Technologies Pte Ltd., Singapore; Tata Technologies iKS Inc., USA; INCAT International,Plc., UK; INCAT Systems Inc., USAMr. Kadle held 1,30,000 equity shares of the Company as on 31st March, 2008, constituting 0.35% of the paidupcapital of the Company. Of the 25,000 stock options offered to him in 2001 under the Employee Stock OptionScheme – 2001, all the 25,000 options were exercised till 31st March 2008. No stock options were exercised byhim during the year ended 31st March, 2008. No new stock options were granted to him during the year ended31st March, 2008.Mr. C Ramakrishnan, 52, was appointed Chief Financial Officer of Tata Motors Limited in September 200, haingjoined the Company in 1980 as a Junior Accounts Officer. Prior to this appointment, he worked in the Tata Group’sChairman’s Office for more than years, following a twoyear companywide IT project with responsibilitiescoering R&D, Manufacturing, Sourcing and Sales & Seice. Mr. Ramakrishnan holds a Bachelor’s degree inCommerce and is a Chartered Accountant and a Cost Accountant.Other Directorships:Public Companies: HV Transmissions Limited; Tata Cummins Limited; Sheba Properties Limited; Tata SeicesLimited; Tata Motors Finance Limited; and Tata Precision Industries (India) Limited.Private Companies: Fiat India Automobiles t. Ltd.Foreign Companies: Hispano Carrocera S.A., Spain; Nita Company Limited, Bangladesh; TML Holdings Pte. Limited,Singapore; TML Holdings Limited, U.K.Mr. Ramakrishnan held 35,000 equity shares of the Company as on 31st March, 2008, constituting 0.09% of thepaidup capital of the Company. Of the 25,000 stock options offered to him in 2001 under the Employee StockOption Scheme – 2001, all the 25,000 options were exercised till 31st March, 2008. No stock options were exercisedby him during the year. No new stock options were granted to him during the year ended 31st March, 2008.3. AUDIT COMMITTEE:The Audit Committee comprises three nonexecutie directors all of whom are financially literate. The AuditCommittee met four times during the year 20008, on May 04, 200, 200, July 28, 200, 200, October tobe 20, 200 200 and January Januay22, 2008. Membe Members o of the Audit ommittee Committee and the number numbe of o meetings meetin attended by each eah director dieto o for thefinancial year 20008 are as follows:NameDesignationNo of meetingsHeldAttendedS Ramadorai NonExecutie Chairman 4 2*P P Kadle NonExecutie Director 4 4C Ramakrishnan NonExecutie Director 4 4*Besides the two meetings, Mr. Ramadorai also participated in one meeting ia ideo conference.The Chief Internal Auditor, the Chief Financial Controller/Officer and representaties of the statutory auditors ofthe Company, M/s. M/. Deloitte Haskins akin & Sells, Sell, Chartered hateed Accountant, Aountant, attended all the Committee ommittee ommittee meetings. meetin. meetin. TheCompany Secretary acts as the Secretary to the Committee Meetings. The quorum of the meetings is either twomembers or one third of the members of the Committee, whicheer is higher.The role of the audit committee generally includes the following:‣ To review reports of the Internal Auditor and recommend to the Board.‣ To decide on the scope of the internal Auditor work including the examination of major items ofexpenditure.19

Fourteenth annual report 2002008Tata Technologies Limited‣ To meet statutory and internal auditors periodically and discuss their findings, suggestions and otherrelated matters.‣ To review the weaknesses in internal controls, if any, reported by the internal and statutory auditorsand report to the Board the recommendations relating thereto.‣ To act as a link between the statutory and internal auditors and the Board of Directors.‣ To recommend a change in the auditors if in the opinion of the committee the auditors have failed todischarge their duties adequately.‣ To establish and review accounting policies.‣ To ensure resources are conserved and tendencies for extravagance are avoided.‣ To review financial statements before submission to the Board.No sitting fees are paid to the members for attending attendin the Audit Committee ommittee meetings. meetin.The Chairman haiman of o the AuditCommittee attended the last Annual General Meeting.4. COMPENSATION AND REMUNERATION COMMITTEEThe Compensation and Remuneration Committee met e times during the year 20008, on May 04, 200, 200, June2, 200, July 28, 200, October 20, 200 and January 22, 2008.Members of the Compensation Committee and number of meetings attended by each director for the financialyear 20008 are as follows:NameDesignationNo. of meetingsHeldAttendedS Ramadorai NonExecutie Chairman 5 3P P Kadle NonExecutie Director 5 5C Ramakrishnan NonExecutie Director 5 4Powers of the Compensation and Remuneration Committee:(i)(ii)Deciding upon the remuneration of the Managing Director of the Company.Supeising and administrating the Employee Stock Option Plan and ensuring that suitable policies andsystems are in place to comply with the guidelines issued by the Securities and Exchange Board of India orany other appropriate authority in connection with the said Scheme.No sitting fees are paid to the members for attending attendin the Compensation omenation Committee ommittee meetings. meetin. The quorum quoum quoum of o othe meetings is either two members or one third of the members of the Committee, whicheer is higher.Terms of appointment and payment of remuneration to Managing Director, Mr. Patrick McGoldrick20Period of Appointment Fie years commencing from September 1, 2005 till 31st August, 2010SalaryUp to a maximum of Rs. 4,00,000/ per monthIncentie Remuneration Up to 200% of salary, to be paid at the discretion of the BoardPerquisites and allowances Proision of hotel accommodation and chauffeur drien car during his stay inIndia. All expenses in connection with the Company’s official business are paidby the Company.Minimum Remuneration Salary, incentie remuneration as specified aboeNotice period on either side Agreement can be terminated by either party by giing three months noticeor the Company paying three months salary in lieu of noticeEmployee Stock Option granted to employees during the year and the remuneration paid to the ManagingDirector are contained in separate sections of the Annual Report. Readers are adised to refer to the same.

5. Other CommitteesApart from the Audit Committee and the Compensation and Remuneration Committee, the Company has thefollowing two committees of the Board.a. Committee of Directors: Mr. P P Kadle, Mr. C Ramakrishnan and Mr. P R McGoldrick, Dieto irectors are ae themembers of the Committee. The Committee was constituted by the Board in its meeting on 9th March,2001 for carrying out certain functions etainin pertaining to the daytoday daytoday oeation operations o of the omany. Company. Thepowers of the Committee broadly include enewal renewal and modiation modification o of ah cash edit credit and othe other bankin bankingfacilities, opening/closing of bank accounts, transfer of amounts to and from the Company’s ProidentFund, appointment of additional / substitute attorneys, entering into agreement(s) with business partner(s)etc.b. Stock Allotment Committee: The Board has constituted the ‘Stock Allotment Committee’ to carry outcertain functions in connection with offer of Company’s shares to employees of Company’s subsidiaries onpriate placement basis. Mr. P P Kadle, Director, Mr. Patrick McGoldrick, Managing Director and Mr. WarrenHarris, CEO, INCAT, are the three members of the Committee. The role of the Committee primarily is to finalise/approe letter of offer for priate placement of shares to employees of Company’s subsidiaries, to determinethe employees who will be eligible to participate, allotment of shares, to obtain annual aluation of shares,etc. The Committee is also responsible to proide supeision, approal, direction, recommendation withrespect to the Employee Stock Purchase Programme (ESPP) as implemented by the Tata TechnologiesLimited Employees Stock Option Trust and to approe the implementation/transaction documents relatedto the ESPP and also to remoe any difficulty or question that may arise in the implementation of the ESPPscheme.6. TATA CODE OF CONDUCTThe Company has adopted the Tata Code of Conduct which, inter alia lays down the principles and standardsthat goern the actions of the Company and its employees. The ode Code o of ondut Conduct i is ommuniated communicated to theorganisation’s partners/suppliers through interaction with them. A high leel of ethics characterizes excellenceat Tata Technologies. The Intenal Internal Audito Auditor o of the omany Company i is the hie Chief Ethi Ethics ounello Counsellor (E) (CEC) o of the omany. Company.The Code sees as a guide to each employee on the alues, ethics and business principles expected of him or her.The alue system is widely disseminated to all employees and each employee consents to the Code of Conductby signing a statement to abide by it. The Tata Code of Conduct is also applicable to all Directors and employeesof the Company. All the Directors and senior management personnel of the Company hae affirmed complianceto the Tata Code of Conduct for the financial year ended 31st March, 2008. A Declaration to this effect, duly signedby the Managing Director (CEO) is annexed hereto.7. WHISTLEBLOWING MECHANISMThe Company adopted a Whistleblower Policy in February 200. The Whistleblower Policy is an extension of theTata Code of Conduct. Any actual or potential iolation of the Tata Code of Conduct, howsoeer insignificant orperceied as such, would be a matter of serious concern for the Company. Clause 25 of the Code states that theemployees shall promptly report to the management any actual or possible iolation of the Code or an eentthat could affect the business or reputation of his or any other Tata Company. Whistleblower Policy has beenestablished to proide a mechanism for employees of the Company to approach the Ethics Counselor/Chairmanof the Audit Committee of the Company to report any concerns. The Policy prohibits discrimination against anyemployee in the terms and conditions of employment because of any information proided/cause to be proidedby him or otherwise, assistance in an inestigation regarding any conduct, which an employee reasonablybeliees constitutes a iolation of the law or fraud against shareholders. The Policy has been communicated to allthe employees of the Company.The Company has adopted an Ethics Process. The Ethics Process proides for the steps to be taken to ensurethat the employees are made aware of the Tata Code of Conduct (TCOC) and the Whistleblower Policy and thatthe same be publicized through inhouse journals, circulars, intraompany websites, etc. and implementedacross all locations of the Company. The process has proided for responsibility of executies at different leels21

Fourteenth annual report 2002008Tata Technologies Limitedfor implementation of the ethics process policy, Compliance with the TCOC, etc. The process for resolution ofconcerns receied under TCOC has been defined.The contact details of the authorities to whom the concerns can be addressed are mentioned in the Policy. Allemployees can also forward their concerns ide email at ethics@incat.com.8. CODE OF CONDUCT ON AFFIRMATIVE ACTION ISSUED BY THE CONFEDERATION OF INDIANINDUSTRY (CII)The Confederation of Indian Industry (CII) had proposed in the last year certain concrete steps that could be takenby the priate sector and has also formulated a Code of Conduct, which enisages a written policy on affirmatieaction, an employment policy, which would be put in the public domain. The Code of Conduct proides theprinciples which the priate sector could take to supplement the Goernment’s efforts towards the upliftmentof the socially disadantaged section of society. The Code was formulated based on the recommendations of theCommittee constituted under the Chairmanship of Dr. J J Irani. The Company had adopted the aboe mentionedCII’s Code of Conduct during last year. The Company as a matter of good goernance recognizes that diersityin the workplace positiely impacts business. The Company will continue not to practise or support consciousdiscrimination in any form and ensure equal employment opportunities to applicants belonging to the sociallydisadantaged sections of society.9. RISK MANAGEMENTThe Company is committed to haing a reliable risk management system. The Management is accountable forintegration of the risk management practices into day to day actiities of Company. Different types of businessrisks are identified by the top management team and along with risk scores and mitigation measures are reportedto the Audit Committee. The Audit Committee periodically reiews the policies on risk assessment and riskmanagement, guidelines to goern the process and the major financial risk exposures and the steps undertakento control them.10. SUBSIDIARY COMPANIESThe Company as on 31st March, 2008 had 13 subsidiaries. The details are mentioned elsewhere in the AnnualReport. The minutes of all the subsidiaries are periodically placed before the Board of Directors of the Company.The attention of the Board is drawn to all significant transactions and arrangements entered into by the Subsidiarycompanies.11. GENERAL BODY MEETINGSThe details General Meetings held in the last three years is as follows:Financial year AGM/EGM Venue Date Time20008 EGM Bombay House Auditorium, Bombay House,24, Homi Mody Street, Mumbai – 400 00120060 13 th AGM 25, Raji Gandhi Infotech Park , Hinjawadi,Pune 411 020006 12 th AGM 25, Raji Gandhi Infotech Park , Hinjawadi,Pune 411 020006 EGM 25, Raji Gandhi Infotech Park , Hinjawadi,Pune 411 020005 11 th AGM 25, Raji Gandhi Infotech Park , Hinjawadi,Pune 411 0February 28, 2008June 2, 200June 26, 2006December ,2005June 25, 20052 p.m.11 a.m.2 p.m.10 a.m.10 a.m.22In the Extraordinary General Meeting of the Company held on February Febuay 28,2008, 2008, Special resolutions were passedfor approal of the:__Issue Iue of o equity shares hae on preferential eeential allotment/priate allotment/iate placement laement andEmployee Stock Purchase Scheme

In the preious Annual General Meeting, a special eial eolution resolution wa was aed passed o for aoal approal o of the iue iue ssue of o o equity hae shares haeon preferential allotment / priate placement.o Special Seial resolutions eolution were wee passed aed in the 12th 2th and the 11th th Annual General eneal Meetings Meetin of o the Company. omany.In the Extraordinary General Meeting of the Company held on December , 2005 special resolutions were passedfor:_____substituting the article 4 of the articles of association with a new articleapproal for rights issueapproal of issue of shares on priate placement basisapproal of issue of shares on preferential allotment/priate placement basisapproal for inestments in Tata Technologies Pte Ltd, Singapore under section 32A and other applicableproisions of the Companies Act, 1956The resolutions were passed by show of hands and none of the resolutions were passed by way of poll.Attendance of the Directors at the last AGM held on 2th June, 200.Name of the DirectorS RamadoraiP R McGoldrickR GopalakrishnanP P KadleC Ramakrishnan12. DISCLOSURESAttendance at the last AGM12.1 Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature,with its promoters, the Directors or Management or their Relaties, etc. that may hae potential conflict with theinterests of the Company at large:The particulars of transactions between the Company and the ‘Related Parties’ are mentioned at point no.12(3)(o)(b) of Notes to Accounts of the Annual Report. None of these transactions are likely to hae any conflictwith the Company’s interest.12.2 Details of the nonompliance by the Company, penalties or strictures imposed on the Company by any statutoryauthority on any matter related to the capital markets during the past three years – NIL.13. GENERAL SHAREHOLDER INFORMATION13.1 Registrar and Share Transfer AgentsInestors are requested to take note of the contact details of the Registrars and Share Transfer Agents of theCompany, M/s. TSR Darashaw Ltd.:TSR Darashaw Limited60 Haji Moosa Patrawala Ind. Estate,20, Dr. E. Moses Road,Mahalaxmi, Mumbai 400 011Tel.: +91 22 66568484Fax: +91 22 66568494E-mail: unit@tsrdarashaw.comWebsite: www.tsrdarashaw.comYesYesYesYesNo23

Fourteenth annual report 2002008Tata Technologies Limited13.2 Share Transfer System: The share transfers receied are processed by the Registrar and Transfer Agents of theCompany. The Board ratifies the transfers on a periodical basis.13.3 Investor Complaints: A total of 294 inestor complaints/queries were receied during the year 20008. All thecomplaints/queries were attended to. There are no inestor complaints pending as on 31 st March 2008.13.4 Unclaimed and Unpaid Dividends:In case of non receipt/non encashment of the diidend payments, Members are requested to write to theCompany’s Registrars and Transfer Agents on plain paper.As per the proisions of Section 205A read with Section 205C of the Companies Act, 1956, the Company is requiredto transfer the unpaid and unclaimed diidends, matured deposits, redeemed debentures and interest accruedthereon remaining unclaimed and unpaid for a period of years from the due date to the Inestor Educationand Protection Fund (IEPF) set up by the Central Goernment. Hence, the Company needs to transfer the unpaid/unclaimed diidends to the IEPF after the said period of seen years, as per the proisions of the Act and the rulesmade there under.Gien below are the indicatie dates for transfer of unclaimed and unpaid diidends to IEPF by the Company;Financial year Dividend Rate in % Dividend Payment Date Proposed Date ofTransfer to IEPF2000-01 40.00 2/0/2001 03/09/20082001-02 20.00 21/03/2002 26/04/20092002-03 30.00 11/0/2003 15/08/20102003-04 30.00 28/06/2004 04/08/20112004-05 30.00 25/06/2005 30/0/20122005-06 30.00 26/06/2006 31/0/20132006-07 20.00 2/06/200 01/08/20142007-08 20.00 (Interim) 15/04/2008 20/05/20152007-08 20.00 (Final) 29/0/2008 03/09/2015*the indicatie and the actual dates may ary.No claim of the shareholders shall lie against the Company or the IEPF in respect of the amounts transferred tothe IEPF. Inestors of the Company who hae not yet encashed their unclaimed/unpaid amounts are requestedto do so at the earliest.13.5 Shareholding Pattern as on 31st March, 2008Category No. of Shareholders No. of Shares % of the Paid-upCapitalTata Motors Limited 1 3,03,00,600 81.Other Tata Entities 3 18,49,990 4.99Directors 5 ,98,000 2.15Employees/Associates/Others 1,626 41,34,8 11.15Total 1,635 3,70,83,467 10024

13.6 Distribution of Shareholding as on 31 st March 2008Range of Shares Shareholders SharesNumbers % Numbers %00 109 6.6 8,2 0.021000 621 3.98 1,68, 0.4650000 543 33.21 4,0,624 1.10100000 284 .3 6,91,143 1.865000000 40 2.45 2,, 0.Aboe10000 38 2.32 3,55,29,955 95.81Total 1,635 100 3,70,83,467 100ADDRESS FOR CORRESPONDENCE:The correspondence to be addressed to the Corporate Registered Office at;Tata Technologies LimitedPlot No. 25, Raji ai Gandhi andhi InfoTech InoTeh Park akHinjawadi,Pune – 411 0 (India)Tel.: +91 20 6652 9090Fax: + 91 20 6652 9035E-mail: corporate@tatatechnologies.comWebsite: www.tatatechnologies.comCOMPANY SECRETARYAnubhav KapoorCompany Secretary & Legal AffairsTata Technologies Ltd.Plot No 25, Raji ai Gandhi andhi InfoTech InoTeh Park akHinjawadi,Pune 411 0 (India)Tel.: + 91 20 6652 9033Fax: + 91 20 6652 9035E-mail: anubha.kapoor@tatatechnologies.comDECLARATION BY THE CEO ON ADHERENCE TO THE TATA CODE OF CONDUCTI hereby confirm that all the Directors and the Senior Management Personnel of Tata Technologies Limited hae affirmedcompliance to the Tata Code of Conduct, as applicable to them for the Financial Year ended March 31, 2008.For Tata Technologies LimitedDate: 22 April, 2008Sd/Patrick McGoldrickManaging Director25

Fourteenth annual report 2002008Tata Technologies LimitedTO THE MEMBERS OFTATA TECHNOLOGIES LIMITEDAUDITORS’ REPORTWe hae audited the attached Balance Sheet of TATA TECHNOLOGIES LIMITED as at 31st March, 2008, the Profit andLoss Account and the Cash Flow Statement for the year ended on that date, both annexed thereto. These financialstatements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.We conducted our audit in accordance with auditing standards generally accepted in India. These Standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, eidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principles used and significant estimatesmade by the management, as well as ealuating the oerall financial statement presentation. We beliee that our auditproides a reasonable basis for our opinion.As required by the Companies (Auditor’s Report) Order, 2003, issued by the Central Goernment of India in termsof Section 22 (4A) of the Companies Act, 1956, we gie in the Annexure, a statement on the matters specified inparagraphs 4 & 5 of the said Order.Further to our comments in the Annexure referred to aboe, we report that:i. We hae obtained all the information and explanations, which to the best of our knowledge and belief werenecessary for the purposes of our audit;ii.iii.i..i.In our opinion, proper books of account as required by law hae been kept by the Company so far as appearsfrom our examination of those books;The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are inagreement with the books of account;In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by thisreport comply with the Accounting Standards referred to in subection (3C) of Section 211 of the Companies Act,1956;Based on the written representations receied from the Directors, as on 31 st March, 2008 and taken on recordby the board of Directors, we report that none of the Directors is disqualified as on 31st March, 2008 from beingappointed as a Director in terms of clause (g) of subection (1) of Section 2 of the Companies Act, 1956;In our opinion and to the best of our information and according to explanations gien to us, the said accountsread together with the notes thereon gie the information required by the Companies Act, 1956, in the manner sorequired, and gie a true and fair iew in conformity with the accounting principles generally accepted in India:(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008;(b)(c)in the case of the Profit and Loss Account, of the profit for the year ended on that date, andin the case of the Cash Flow Statement, of the cash flows for the year ended on that date.For DELOITTE HASKINS & SELLSChartered AccountantsM.S. DHARMADHIKARIPlace : MumbaiartnerDate : April 30, 2008 Membership No: 3080226

(i)(ii)(iii)(i)()(i)ANNEXURE TO THE AUDITORS’ REPORT(Referred to in our report of even date to the members of Tata Technologies Limited)The nature of the Company’s business/actiities during the year is such that clauses (i), (iii), (x), (xii), (xiii), (xi),(xiii), (xix), (xx) are not applicable to the Company.In respect of its fixed assets:a. The Company has maintained proper records showing full particulars, including quantitatie details andsituation of fixed assets.b. Most of the fixed assets were physically erified during the year by the management in accordance with aprogramme of erification, which in our opinion proides for physical erification of all the fixed assets atreasonable inteals. According to the information and explanations gien to us no material discrepancieswere noticed on such erification.c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixedassets of the Company and such disposal, in our opinion, has not affected the going concern status of theCompany.In respect of its inentories:a. As per explanations gien to us, inentories were physically erified during the year by the management atreasonable inteals.b. In our opinion and according to the information and explanations gien to us, the procedures of physicalerification of inentories followed by the management were reasonable and adequate in relation to thesize of the Company and the nature of its business.c. In our opinion and according to the information and explanations gien to us, the Company has maintainedproper records of its inentories and no material discrepancies were noticed between the physical stocksand the book records.In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or otherparties coered in the register maintained under Section 301 of the Companies Act, 1956, according to theinformation and explanations gien to us:a. The Company has granted unsecured loans to two companies. At the yeaend, the outstanding balance ofsuch loans granted amounted to Rs. 5,09.40 lakhs and the maximum amount inoled during the year wasRs. 5,692.40 lakhs for the loans granted.b. The Company has obtained secured loans from one company. At the yeaend, the outstanding balance ofsecured loan obtained amounted to Rs. 0.94 lakh and the maximum amount inoled during the year wasRs.1.95 lakhs for the loan taken.c. The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie notprejudicial to the interest of the Company.d. The receipt and repayment of principle amounts and interest hae during the year been as perstipulations.In our opinion and according to the information and explanations gien to us, and haing regard to the explanationsthat some of the Company’s transactions of purchases inole goods and seices of a specialized nature forwhich comparatie prices are not aailable, there are adequate internal control procedures commensurate withthe size of the Company and the nature of its business for the purchase of inentory, fixed assets and for the sale ofgoods and seices and we hae not obseed any continuing failure to correct major weaknesses in such internalcontrols.In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of theCompanies Act 1956, to the best of our knowledge and belief and according to the information and explanationsgien to us:2

Fourteenth annual report 2002008Tata Technologies Limited(ii)a. The particulars of contracts and arrangements referred to in Section 301 that needed to be entered into theregister, maintained under the said Section hae been so entered.b. In our opinion and haing regard to our comment in paragraph () aboe, the transactions (excluding loansreported under paragraph (i) aboe) exceeding the alue of Rs. e lakhs in respect of any party duringthe year hae been made at prices which are prima facie reasonable haing regard to the preailing marketprices at the releant time.In our opinion, the internal audit function carried out during the year by the internal audit department of theholding Company appointed by the management has been commensurate with the size of the Company and thenature of its business.(iii) In respect of Statutory dues, according to the information and explanation gien to us:a. the Company has been regular in depositing undisputed statutory dues, including Proident Fund, Incometax, Sales tax, Wealth Tax, Seice tax, Customs Duty, cess and any other material statutory dues with theappropriate authorities during the year.b. there are no undisputed amounts payable in respect of Proident Fund, Income tax, Sales Tax, Wealth tax,Customs duty, Seice tax, Cess and any other statutory dues outstanding, at the year end for a period ofmore than six months from the date they became payable.c. the details of dues of sales tax, income tax, seice tax which hae not been deposited as on 31st March,2008 on account of any dispute are gien below:Name of the StatuteNature of theduesAmount (Rs)Period to whichthe amount relatesForum where thedispute is pendingThe Income Tax Act,1961Income Tax 4,,6 200304 Commissioner ofIncome Tax (Appeals)Central Sales Tax, 1956 Sales Tax 264,6 19998 Asst. Commissionerof Sales Tax (Appeals),Pune4,482, 199899 Asst. Commissionerof Sales Tax (Appeals),Pune25,461 200304 Asst. Commissionerof Sales Tax (Appeals),PuneSeice Tax Rules 1994ide Finance Act 1994Seice Tax 46,43,513 19992000 to 2004– 2005Customs Excise andSeice Tax AppellateTribunal (CESTAT)(ix)(x)(xi)In our opinion and according to the information and explanations gien to us, the Company has not defaulted inthe repayment of dues to financial institutions, banks & debenture holders.In our opinion and according to the information and explanations gien to us and the records of the Companyexamined by us, the Company has not gien any guarantees for loans taken by others from banks and financialinstitutions.To the best of our knowledge and belief and according to the information and explanations gien to us, in ouropinion, term loans aailed by the Company were, prima facie, applied by the Company during the year for thepurpose for which the loans were obtained.28

(xii)According to the information and explanations gien to us, and on an oerall examination of the balance sheetof the Company, funds raised on short term basis hae, prima facie, not been used during the year for long terminestments.(xiii) To the best of our knowledge and belief and according to the information and explanations gien to us, no fraudon or by the Company was noticed or reported during the year.For DELOITTE HASKINS & SELLSChartered AccountantsM.S. DHARMADHIKARIPlace : MumbaiartnerDate : April 30, 2008 Membership No: 3080229

Fourteenth annual report 2002008Tata Technologies LimitedBalance Sheet as at March 31, 2008In Rs. LakhsSchedule March 31, 2008 March 31, 200Sources of FundsShareholders’ FundsShare Capital......................................................................................... 1 3,708.35 3,.05Adance towards Share Capital...................................................... 1.47 –Resees and Surplus......................................................................... 2 29,110.44 26,199.4132,820.26 29,.46Loan FundsSecured Loans....................................................................................... 3 108.98 11.29108.98 11.29Deferred Tax Liability (Net) [Note 3.a Schedule ‘12’] 1.85 81.54Total Funds Employed 32,931.09 29,86.29Application of FundsFixed AssetsGross Block............................................................................................. 4 9,052.21 8,242.26Less: Depreciation and amortisation............................................ 4,185.61 4,012.9Net Block................................................................................................. 4,866.60 4,229.Capital Work in Progress.................................................................... 45.99 116.384,912.59 4,345.85Investments 5 21,890.77 21,104.81Current Assets, Loans and AdvancesSundry Debtors.................................................................................... 6 3,742.56 3,48.12Cash and Bank Balances.................................................................... 1,159.48 8.41Other Current Assets.......................................................................... 8 3.01 3.06Loans and Adances........................................................................... 9 8,052.76 5,229.1012,957.81 9,593.69Less: Current Liabilities and ProvisionsLiabilities................................................................................................. 10 4,277.27 3,398.83Proisions................................................................................................ 11 2,552.81 1,8.236,830.08 5,.06Net Current Assets 6,127.73 4,416.63Total Funds Applied 32,931.09 29,86.29Significant Accounting Policies and Notes to Accounts.................... 1230The Schedules referred to aboe and the notes thereon form an integral part of the Balance Sheet.This is the Balance Sheet referred to in our report.As per our report of een date attachedFor DELOITTE HASKINS & SELLSChartered AccountantsM.S. DHARMADHIKARIPartnerDate: April 30, 2008Place: MumbaiSamrat GuptaChief Financial OfficerAnubhav KapoorCompany SecretaryFor and on behalf of the BoardS. Ramadorai ChairmanR. Gopalakrishnan DirectorP. P. Kadle DirectorC. Ramakrishnan DirectorP. R McGoldrick Managing DirectorDate : April 30, 2008Place : Mumbai

Profit and Loss Account for the year ended March 31, 2008In Rs. LakhsSchedule March 31, 2008 March 31, 200INCOMEIncome from Seices......................................................................... A 23,734.26 20,032.56Sale of Products.................................................................................... B 3,898.24 2,645.96Other Income........................................................................................ C 351.07 1,365.627,983.57 24,044.28EXPENDITURECost of Traded Items & Seices...................................................... D 3,099.24 2,2.35AMC Charges......................................................................................... E 508.80 589.12Consultancy fees, Softwares and others...................................... F 1,122.22 1,093.99Payroll and Related Expenses.......................................................... G 15,391.94 14,824.60Communication Expenses................................................................ H 182.02 164.33Administration & Marketing Expenses........................................ I 2,611.12 2,8.96Finance Charges................................................................................... J 9.31 6.08Depreciation and amortisation...................................................... 4 708.14 60.42Preliminary and Deferred Expenditure Written Off................. – 6.24Proision / (Writeback) for Bad and Doubtful debts............... 19.32 13.8823,652.11 22,289.9PROFIT / (LOSS) BEFORE TAX 4,331.46 1,.31Proision for Taxation urrent Tax....................................................................................... 1,316.84 492.52 Tax for earlier year......................................................................... 79.51 – Deferred Tax charge / (credit)................................................... 2.77 52.34 Fringe Benefit Tax.......................................................................... 91.12 80.46PROFIT / (LOSS) AFTER TAX 2,841.22 1,128.99Balance Brought forward from Preious Year............................ 1,679.79 1,194.16Add Writeback of Proision for Diminution in alue of– 300.00Inestments...........................................................................................PROFIT AVAILABLE FOR APPROPRIATIONS 4,521.01 2,623.15APPROPRIATIONSDiidend.................................................................................................. Interim Diidend........................................................................... 721.03 – Final Diidend................................................................................ 721.03 08.03Tax on diidend.................................................................................... 245.08 120.33Transfer to General Resee............................................................. 300.00 115.00Balance carried to Balance Sheet................................................... 2,533.87 1,69.94,521.01 2,623.15E.P.S. (Equity Shares, par Value Rs. 10 each) [note 3.c of Schedule‘12’] Basic (in Rs.)..................................................................................... 7.88 3.19 Diluted (in Rs.)................................................................................ 7.80 3.15Significant Accounting Policies and Notes to Accounts 12The Schedules referred to aboe and the notes thereon form an integral part of the Profit & Loss Account.This is the Profit & Loss Account referred to in our report.As per our report of een date attachedFor DELOITTE HASKINS & SELLSChartered AccountantsM.S. DHARMADHIKARIPartnerDate: April 30, 2008Place: MumbaiSamrat GuptaChief Financial OfficerAnubhav KapoorCompany SecretaryFor and on behalf of the BoardS. Ramadorai ChairmanR. Gopalakrishnan DirectorP. P. Kadle DirectorC. Ramakrishnan DirectorP. R McGoldrick Managing DirectorDate : April 30, 2008Place : Mumbai31

Fourteenth annual report 2002008Tata Technologies LimitedCash Flow StatementIn Rs. LakhsMarch 31, 2008 March 31, 200CASH FLOW FROM OPERATING ACTIVITIESNet Profit after Taxation and Extraordinary Items............................................... 2,841.22 1,128.99Depreciation..................................................................................................................... 708.14 60.42Miscellaneous Expenses written off or adjusted during the year................. - 6.24Proision for Wealth Taxes........................................................................................... 4.71 3.04Proision for Income Tax.............................................................................................. 1,316.84 492.52Proision for Deferred Tax............................................................................................ 2.77 52.34Proision for Fringe Benefit Tax................................................................................. 91.12 80.46Loss on Sale of Fixed Assets........................................................................................ 1.10 0.42Interest Paid...................................................................................................................... 9.31 6.08Exchange differences.................................................................................................... 74.91 102.8Proision for Doubtful Debts...................................................................................... 19.32 13.88Profit on Sale of Fixed Assets...................................................................................... (9.09) (1.06)Profit on Sale of Lonterm inestments............................................................... - (0.)Operating profit before Working Capital Changes...................................... 5,060.35 2,555.34Adjustments for :Income Accrued.............................................................................................................. 0.05 2.22Inentories......................................................................................................................... - 0.Debtors............................................................................................................................... (234.29) (699.90)Loans & Adances to Employees............................................................................... (67.32) 114.80Adance to Supplier, Contractors & Others........................................................... (276.87) (330.28)Deposits with Got. Bodies & Others....................................................................... (26.46) (8.)Prepaid Expenses............................................................................................................ 26.01 (29.54)Sundry Creditors............................................................................................................. 629.71 380.56Adance & Progress Payments................................................................................... 114.68 (50.81)Proision for Staff Welfare Expenses........................................................................ (71.44) 123.41Unearned Income........................................................................................................... - (0.59)Adance Tax / Tax Deducted at Source................................................................... (2,139.10) (1,3.90)NET CASH FLOW USED IN OPERATING ACTIVITIES....................................... 3,015.32 639.59CASH FLOW FROM INVESTING ACTIVITIESPayment of Loan to Subsidiary.................................................................................. (5.41) (1,488.66)Proceeds from sale of Lonterm inestments.................................................... (785.95) 115.34Proceeds from sale of Fixed Assets........................................................................... 18.13 48.16Payment for Purchase of Fixed Assets..................................................................... (1,153.70) (926.36)NET CASH FLOW USED IN INVESTING ACTIVITIES........................................ (1,926.93) (2,251.52)CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of shares under ESOP Scheme including Premium... 1,891.73 1,052.84Interest Paid...................................................................................................................... (9.31) (6.08)Diidends Paid (including Diidend Tax)............................................................... (828.43) (506.43)Inter Corporate Deposits (Net)................................................................................... (1,955.00) (1,850.00)Proceeds from Long Term borrowing...................................................................... 110.27 6.94Repayment of Long Term borrowings.................................................................... (12.59) (2.56)NET CASH FLOW GENERATED FROM FINANCING ACTIVITIES................. (803.33) (1,330.29)NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS 285.06 (2,942.22)Cash & Cash equialents at the beginning of the year..................................... 874.41 3,816.63Cash & Cash equialents at the end of the year.................................................. 1,159.47 8.41NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS 285.06 (2,942.22)As per our report of een date attachedFor DELOITTE HASKINS & SELLSChartered AccountantsM.S. DHARMADHIKARIPartnerDate: April 30, 2008Place: MumbaiSamrat GuptaChief Financial OfficerAnubhav KapoorCompany SecretaryFor and on behalf of the BoardS. Ramadorai ChairmanR. Gopalakrishnan DirectorP. P. Kadle DirectorC. Ramakrishnan DirectorP. R. McGoldrick Managing DirectorDate : April 30, 2008Place : Mumbai32

Schedules forming part of the Profit and Loss AccountIn Rs. LakhsSCHEDULE - AMarch 31, 2008 March 31, 200INCOME FROM SERVICESIncome from Seices........................................................... 23,407.63 19,592.34SAP AMC Charges.................................................................. 326.63 440.2223,734.26 20,032.56SCHEDULE - BMarch 31, 2008 March 31, 200SALE OF PRODUCTSTraded Products..................................................................... 3,898.24 2,645.963,898.24 2,645.96SCHEDULE - COTHER INCOMEMarch 31, 2008March 31, 200Interest Income....................................................................... 199.50 189.38Commission Income............................................................. 119.59 165.13Sale of Rights........................................................................... - 950.00Profit on Sale of Inestments............................................. - 0.Miscellaneous Income......................................................... 31.98 60.48Tax deducted at source on interest is Rs. 24.10/- lakhs(Rs.28.69/- lakhs in 2006-07)351.07 1,365.6SCHEDULE - DMarch 31, 2008 March 31, 200COST OF TRADED GOODS & SERVICESPurchase of Products for Saleurchase of Products................................................ 3,099.24 2,.603,099.24 2,.60Change in Stock in Tradeening Stock............................................................ - 0.Less: Closing Stock..................................................... - - 0.3,099.24 2,2.3533

Fourteenth annual report 2002008Tata Technologies LimitedSchedules forming part of the Profit and Loss AccountIn Rs. LakhsSCHEDULE - EMarch 31, 2008 March 31, 200AMC CHARGESAMC Charges on SAP End User Licenses....................... 350.10 448.24AMC Charges (Others)......................................................... 158.70 140.88508.80 589.12SCHEDULE - FMarch 31, 2008 March 31, 200CONSULTANCY FEES, SOFTWARES & OTHERSOutsourcing Charges........................................................... 655.35 803.50Softwareinternal use........................................................... 92.33 .29Consultancy Fees................................................................... 311.83 132.35Professional Fees.................................................................... 62.40 10.9Subscription Costs................................................................. 0.31 2.881,122.22 1,093.99SCHEDULE - GMarch 31, 2008 March 31, 200PAYROLL & RELATED EXPENSESSalaries and Allowances...................................................... 13,852.71 13,0.92Superannuation..................................................................... 379.89 9.58Proident Fund....................................................................... 493.09 396.64Staff welfare Expenses......................................................... 411.76 333.46Gratuity...................................................................................... 254.49 164.0015,391.94 14,824.60SCHEDULE - HMarch 31, 2008 March 31, 200COMMUNICATION EXPENSESTelephone Expenses/Fax Charges................................... 146.93 116.91ISDN Charges........................................................................... 35.09 .42182.02 164.3334

Schedules forming part of the Profit and Loss AccountIn Rs. LakhsSCHEDULE - IMarch 31, 2008 March 31, 200ADMINISTRATION & MARKETING EXPENSESExpenses for Administration/MarketingRepairs & Maintenance Buildings............................................................................. 11.92 55.21 lant & Machinery........................................................... 57.68 32.9 thers.................................................................................. 84.60 .84Rent ............................................................................................ 120.21 51.13Rates and Taxes....................................................................... 14.24 .Proision for Wealth Tax...................................................... 4.71 3.04Insurance.................................................................................. 32.83 44.0erseas Marketing Expenses.......................................... - .Adertisement and Publicity............................................. 6.86 11.2Business Promotion Expenses.......................................... 70.40 .00Office Expenses...................................................................... 208.68 2.13Traelling & Coneyance..................................................... 1,130.92 953.98Power & Fuel............................................................................ 103.43 103.23Water Charges......................................................................... 19.00 13.56Auditors Remuneration....................................................... 23.85 19.29Staff Training and Seminar Expenses............................. 63.86 69.32Staff Recruitment Expenses............................................... 212.91 93.49Commision to Others........................................................... 89.92 3.29Foreign Currency (Gain)/Loss (Net).............................. 244.25 169.3Other Expenses...................................................................... 110.85 81.552,611.12 2,8.96SCHEDULE - JMarch 31, 2008 March 31, 200FINANCE CHARGESInterest on Cash Credit........................................................ 3.30 4.23Interest on Vehicles Loans.................................................. 5.99 1.85Interest Expense Others.................................................... 0.02 9.31 6.0835

Fourteenth annual report 2002008Tata Technologies LimitedSchedules forming part of the Balance SheetIn Rs. LakhsSCHEDULE - 1As atAs atMarch 31, 2008 March 31, 200SHARE CAPITALAuthorised:............................................................................................................. 5,000.00 5,000.0050,000,000 ordinary shares of Rs. 10/ each(Preious year 50,000,000 equity shares of Rs. 10/ each)5,000.00 5,000.00Issued, Subscribed and Paidup :.................................................................... 3,708.35 3,.053,0,83,46 equity shares of Rs. 10/ each(Preious year 35,0,468 equity shares of Rs. 10/ each)3,708.35 3,.05Notes:Of the aboe shares, 2,000,000 shares were allotted to Tata Motors Ltd. as fully paid pursuant to a contract, withoutpayments being receied in cash.SCHEDULE - 2As atAs atMarch 31, 2008 March 31, 200RESERVES AND SURPLUSSecurities Premium.......................................................................................................As at the beginning of the period................................................................. 23,754.47 22,85.6Additions during the period............................................................................ 1,756.95 968.As at the end of the period.............................................................................. 25,511.42 23,.General ReseesAs at the beginning of the period................................................................. 765.15 490.00Additions during the period............................................................................ 300.00 2.15As at the end of the period.............................................................................. 1,065.15 65.15Profit & Loss Account................................................................................................... 2,533.87 1,69.929,110.44 26,199.41SCHEDULE - 3As atAs atMarch 31, 2008 March 31, 200SECURED LOANSVehicle Loan........................................................................................................... 108.98 .29[Secured by hypothecation of ehicles financed]108.98 .2936

Schedules forming part of the Balance SheetIn Rs. LakhsSCHEDULE - 4FIXED ASSETSOriginal Cost Depreciation and amortisation Net Book ValueFIXED ASSETSAs at Additions DeductionsMar 31,200As atMar 31,2008As atMar 31,200For theyearDeductionsAs atMar 31,2008As atMar 31,2008As atMar 31,200Leasehold Land 409.35 409.35 2. 4.30 31.87 377.48 381.8Buildings 1,964.49 196.35 2,160.84 200.83 8.18 288.01 1,872.83 1,63.66Plant & Machinery @ 4,3.62 50.3 221. 4,657.64 3,083.30 298.52 221.05 3,160.77 1,496.87 1,288.32Furniture & Fixtures @ 3.42 .01 532.43 88.36 2.90 116.26 416.17 269.06Vehicles ** 518.6 139.25 323. 334.26 405.64 98.62 314.2 189.99 144.27 113.12Software Licenses @ 620.62 33.0 957.69 20.09 191.62 398.71 558.98 413.53Total 8,242.26 1,355.41 545.46 9,052.21 4,012.9 08.14 535.32 4,185.61 4,866.60 4,229.Preious year ,664.01 818.53 240.28 8,242.26 3,535.13 60.42 192.6 4,012.79 4,229.47 4,128.88Capital Work in Progress* 45.99 116.38Notes:* Capital Work in Progress includes capital adance payments of Rs.Nil (as at 31st March, 200 Rs.41. lakhs).** Vehicles includes Rs.159.38 lakhs acquired on loan, hypothecated with Tata Finance Ltd & ICICI Bank Ltd. (as at 31st March, 200Rs.28.25 lakhs).@ Moable Fixed Assets other than ehicles amounting to Rs. 6,./ lakhs are hypothecated against Cash Credit facilities fromCorporation Bank (Rs. 5,349.65/ lakhs as at 31st March, 200).SCHEDULE - 5INVESTMENTSTRADE (UNQUOTED) - at costLonterm inestmentsNotes:As atMarch 31, 2008As atMarch 31, 200INCAT Systems, Inc @.......................................................................................... 1,556.65 1,556.64(150,000 shares of nonoting Class ‘A’ common stock with no Paralue)Tata Technologies Pte. Ltd., Singapore, a 100% subsidiary company* 20,334.12 19,548.(84,960,000 ordinary shares, face alue 1 Singapore Dollar each)*Inestment during the year Rs. 8,595,000. 1,503,9 ordinaryshares at no par alue21,890.77 21,104.81@ Consqequent to the merger of Tata Technologies, USA with its wholly owned subsidiary INCAT Systems Inc onApril 1, 2006, the Company’s holding of 150,000 shares in Tata Technologies, USA has been conerted to 150,000shares in the resultant company.3

Fourteenth annual report 2002008Tata Technologies LimitedSCHEDULE - 6SUNDRY DEBTORS(a)Schedules forming part of the Balance Sheeter six months old (unsecured)As atMarch 31, 2008In Rs. LakhsAs atMarch 31, 200onsidered good..................................................................................... 112.60 110.01onsidered doubtful.............................................................................. 43.88 24.56(b) Others (unsecured) Considered good............................................. 3,629.96 3,3.11........................................................................................................................ 3,786.44 3,511.68Less : Proision for doubtful debts................................................................. 43.88 24.56Debtors include unbilled reenue of Rs.Nil lakhs[Rs.108.88 lakhs as at March 31, 200]3,742.56 3,48.12SCHEDULE - 7CASH & BANK BALANCESAs atMarch 31, 2008As atMarch 31, 200Cash on hand........................................................................................................ 1.36 2.23Cheques on Hand................................................................................................ 181.39 6.45Balances with Scheduled Banks:in Current Accounts..................................................................................... 413.06 .63in Deposit Accounts*.................................................................................. 563.67 21.10Notes:*Pledged with the Bankers for obtaining Bank Guarantees &LCs Rs..15 lakhs[Rs.13 lakhs as at March 31, 200]1,159.48 8.41SCHEDULE - 8As atAs atMarch 31, 2008 March 31, 200OTHER CURRENT ASSETSIncome accruedInterest Accrued on Deposits.............................................................. 3.01 3.063.01 3.0638

Schedules forming part of the Balance SheetIn Rs. LakhsSCHEDULE - 9As atAs atMarch 31, 2008 March 31, 200LOANS & ADVANCES(Unsecured considered good)Loans & Adances to Employees*.................................................................. 174.23 106.91Less: Proision for Doubtful Loans & Adances to Employees (4.13) (4.13)Adances to Suppliers, Contractors & Others............................................ 1,000.49 23.62Loans to Subsidiaries:INCAT Systems Inc.................................................................................... 1,292.40 1,399.58Inteorporate deposits:Tata Motors Ltd. (Holding Company)................................................ 3,805.00 1,850.00Deposits With Goernment, Public Bodies and Others.......................... 104.39 .93Prepaid Expenses................................................................................................. 48.23 .24Adance Payments against Taxes.................................................................. 1,632.15 1,000.95Notes:*Includes ‘considered doubtful’ Rs. 4.13 lakhs[Rs. 4.13 lakhs as at March 31, 200]8,052.76 5,229.10SCHEDULE - 10As atAs atMarch 31, 2008 March 31, 200CURRENT LIABILITIESSundry Creditors Dues to other than Micro, Medium andSmall enterprises................................................................................................. 3,795.25 2,90.80Adance & Progress Payment.......................................................................... 172.01 .33Liability towards Inestors Education and Protection Fund under Section205C of the Companies Act, 1956, not due: Unpaid Diidend............ 4.88 .94Other Liabilities.................................................................................................... 305.13 428.64,277.27 3,398.83SCHEDULE - 11As atAs atMarch 31, 2008 March 31, 200PROVISIONSProision for Taxation*....................................................................................... 48.14 60.90Interim Diidend.................................................................................................. 721.03 Proposed Diidends........................................................................................... 721.03 08.03Proision for Tax on Diidend.......................................................................... 245.08 120.33Proision for Staff Welfare Schemes.............................................................. 817.53 888.9Notes:*Includes proision for wealth tax Rs. 3. lakhs [Rs.3.16 lakhs as at March 31, 200]2,552.81 1,8.2339

Fourteenth annual report 2002008Tata Technologies LimitedSchedules forming part of the Balance Sheet and Profit and Loss Accountfor the year ended March 31, 2008.12. SIGNIFICANT ACCOUTING POLICIES AND NOTES TO ACCOUNTS1. Company overviewTATA Technologies Limited (“TTL or the Company”) was incorporated on August 22, 1994 as a PriateLimited company in the name of Core Software Systems Priate Limited. The name of the Company wassubsequently changed to Tata Technologies (India) Limited. On February 8, 2001, the Company changed itsname from Tata Technologies (India) Limited to Tata Technologies Limited. The Company’s range of seicesincludes IT Consultancy, SAP implementation and maintenance, proiding networking solutions, CAD/CAMengineering & design consultancy. The Company is headquartered in Pune, India. The Company has seenbranches located at Mumbai, Lucknow, Jamshedpur, Bangalore, Puducherry, Chennai and South Korea thatenables it to proide high quality, costeffectie seices to clients in India and abroad.2. Significant Accounting Policiesa) Basis of Preparation of Financial StatementsThe financial statements are prepared under the historical cost conention, in accordance with IndianGenerally Accepted Accounting Principles (GAAP). GAAP comprises the mandatory accountingstandards issued by the Institute of Chartered Accountants of India (ICAI) and the proisions of theCompanies Act, 1956. Accounting policies hae been consistently applied except where a newlyissued accounting standard is initially adopted or a reision to an existing accounting standardrequires a change in the accounting policy hitherto in use.b) Use of EstimatesThe preparation of the financial statements in conformity with GAAP requires the management of theCompany (Management) to make estimates and assumptions that affect the reported amounts ofreenue and expenses during the year and balances of assets and liabilities and disclosures relatingto contingent liabilities as at the date of financial statements.oisions are made for all known losses and liabilities, future unforeseeable factors that may affectthe profit on fixed price seice contracts and also towards likely expenses for proiding postalesclient support on such contracts.c) Revenue Recognitioneenue from seices on time and materials contracts is recognised when seices are renderedand related costs are incurred i.e. based on certification of time sheets and billed to clients as per theterms of specific contracts. In case of fixed price contracts, reenue is recognised oer the life of thecontract based on milestones achieed as specified in the contracts or by proportionate completionmethod on the basis of the work completed. Foreseeable losses on such contracts are recognisedwhen probable.eenue from rendering Annual Maintenance Seices (SAERP) is recognised proportionately oerthe period of contract.40

eenue from third party software products and hardware sale is recognised upon deliery.Income from interest and rent is recognised on time proportion basis.d) Fixed assetsFixed assets are stated at cost, less accumulated depreciation. Costs include all expenses incurred tobring the assets to its present location and condition. Direct costs are capitalised till the assets areready for use and include financing costs relating to any borrowing attributable to the acquisition ofthe fixed assets.Software not exceeding Rs. 25,000 is charged off to the profit and loss account.e) DepreciationDepreciation on Fixed Assets except on Computers & Peripherals (included in Plant & Machinery) isproided on Straight Line Method (SLM) at the rates specified in the schedule XIV to the CompaniesAct, 1956. In case of Computers & Peripherals, the benefit period is considered to be of four years.Accordingly, depreciation is proided on SLM at the rate of 25% per annum. Depreciation on additionsto Fixed Assets is proided on proata basis from the month of acquisition of the Asset. Depreciationon Assets sold/scraped during the year is proided for prior to the month of sale/scrap as the casemay be.The Company charges 100% depreciation on assets indiidually costing less than Rs. 5,000.The alue of leasehold land is amortised oer the lease period of 95 years.The alue of ehicles acquired on loan is depreciated oer a period of 3 and 5 years depending on theterm of the Loan agreement.The alue of Softwares (Intangibles) is being amortised oer its useful life i.e. between 2 to 4 years.f) LeasesLease arrangements where the risks and rewards incident to ownership of an asset substantiallyest with the lessor, are recognised as operating lease. Lease payments under operating leases arerecognised in the Profit & Loss account on a straight line basis.g) Foreign Currency transactionsIncome and expenses in foreign currencies are recorded at the exchange rates preailing on the dateof the transaction.Monetary current assets and current liabilities are reinstated at yeaend exchange rates and theprofit/loss so determined and also the realized exchange gains/losses are recognised in the Profitand Loss Account.emium or discount on forward contracts is amortised oer the life of such contract and is recognisedas income or expense in the Profit and Loss Accounth) InvestmentsInestments are classified into current inestments & long term inestments.41

Fourteenth annual report 2002008Tata Technologies Limitedurrent inestments are carried at lower of cost and market alue. Any reduction in carrying amountand reersals of such reductions are charged or credited to the Profit & Loss account.Long Term inestments are stated at cost less proision for diminution in the alue of such inestments.Diminution in alue is proided for where the management is of the opinion that the diminution is ofpermanent nature.i) Impairment of AssetsAt each balance sheet date, the Company reiews using internal resources the carrying amounts of itsfixed assets to determine whether there is any indication that the assets suffered an impairment loss.If any such condition exists, the recoerable amount of the asset is estimated in order to determinethe extent of impairment loss. Recoerable amount is the higher of an asset’s net selling price andalue in use. In assessing alue in use, the estimated future cash flows expected from continuinguse of the asset and from its disposal are discounted to their present alue using a pre tax rate thatreflects the current market assessments of time alue of money and the risks specific to the asset.eersal of impairment loss is recognised immediately as income in the profit and loss account.j) InventoriesInentories are alued at lower of cost or net realizable alue. Cost is ascertained on a moingweighted aerage basis.k) Employee Benefitsi. GratuityThe Company has an obligation towards gratuity, a defined benefit retirement plan coeringeligible employees. The plan proides for a lump sum payment to ested employees atretirement, death while in employment or on termination of employment of an amountequialent to 15 to 30 days salary payable for each completed year of seice. Vesting occursupon completion of e years of seice. The Company makes annual contributions to gratuityfund established as trust. The Company accounts for the liability for gratuity benefits payablein future based on an independent actuarial aluation.ii.SuperannuationThe Company has two superannuation plans, a defined benefit plan and a defined contributionplan. An eligible employee on April 1, 1996 could elect to be member of either plan. Employeeswho are the members of the defined benefit superannuation plan are entitled to benefitsdepending on the years of seice and salary drawn. The monthly pension benefits afterretirement range from 0.% to 2% of the annual basic salary for each year of seice. TheCompany account for superannuation benefits payable in future under the plan based on anindependent actuarial aluation.With effect from April 1, 2003, this plan was amended and benefits earned by coered employeeshae been protected as at March 31, 2003. Employees coered by this plan are prospectielyentitled to benefits computed on a basis that ensures that the annual cost of proiding thepension benefits would not exceed 15% of salary.42

The Company maintains separate irreocable trusts for employees coered and entitled tobenefits. The Company contributes up to 15% of the eligible employees’ salary to the trusteery year. Such contributions are recognised as an expense when incurred. The Company hasno further obligation beyond this contribution.iii.Bhavishya Kalyan Yojana (BKY)Bhaishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of the plan accrueto an eligible employee at the time of death or permanent disablement, while in seice, eitheras a result of an injury or as certified by the appropriate authority. The monthly payment todependents of the deceased/disabled employee under the plan equals 50% of the salarydrawn at the time of death or accident or a specified amount, whicheer is higher. The Companyaccounts for the liability for BKY benefits payable in future based on an independent actuarialaluation.iv.Post-retirement Medicare SchemeUnder this Scheme employees get medical benefits subject to certain limits of amount, periodsafter retirement and types of benefits, depending on their grade and location at the time ofretirement. The Company account for the liability for postetirement medical scheme basedon an independent actuarial aluation.v. Provident FundThe eligible employees of the Company are entitled to receie benefits under the proidentfund, a defined contribution plan, in which both employees and the Company make monthlycontributions at a specified percentage of the coered employees’ salary (currently 12% ofemployees’ salary). The proident fund contributions, as specified under the law, are paid tothe proident fund set up as irreocable trust by the Company and pension amount is paidto Regional Proident Fund Commissioner and the Central Proident Fund under the StatePension Scheme.vi.Compensated absencesl) TaxationThe Company proides for the encashment of leae or leae with pay subject to certain rules.The employees are entitled to accumulate leae subject to certain limits, for future encashment.The liability is proided based on number of days of unutilised leae at each balance sheet dateon the basis of an independent actuarial aluation.urrent income tax expense comprises taxes on income from operations in India and foreign taxjurisdictions. Current Income tax payable in India is determined in accordance with the proisions ofthe Income Tax Act, 1961 and current income tax expense relating to oerseas operations is determinedin accordance with tax laws applicable in countries where such operations are domiciled.Deferred tax expense or benefit is recognised on timing differences being the difference betweentaxable income and accounting income that originate in one period and are capable of reersal inone or more subsequent periods. Deferred tax assets and liabilities are measured using the tax ratesand the tax laws that hae been enacted or substantiely enacted by the balance sheet date.43

Fourteenth annual report 2002008Tata Technologies LimitedDeferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognisedonly to the extent that there is irtual certainty that taxable income will be aailable to realize theseassets. All other deferred tax assets are recognised only to the extent that there is reasonable certaintythat future taxable income will be aailable to realize these assets.onsequent to the introduction of Fringe Benefit Tax (FBT) effectie April 1, 2005, in accordance withthe guidance note on accounting for fringe benefits tax issued by the ICAI, the Company has madeproision for FBT and the same has been disclosed under proision for taxation.m) Employee Stock OptionsIn accordance with the Employee Stock Option Scheme and Employee Stock Purchase SchemeGuidelines, 1999 issued by Securities and Exchange Board of India (SEBI), the Company introducedEmployee Stock Option Plan 2001 (TTESOP 2001) in 200001. As per the Plan, the options weregranted at fair alue as determined by an independent aluer as on the date of the grant and henceno compensation cost has been recognized.n) Cash flow statementash flows are reported using indirect method, whereby net profits before tax is adjusted for theeffects of transactions of a nonash nature and any deferrals or accruals of past or future cash receiptsor payments. The cash flows from regular reenue generating, inesting and financing actiities ofthe Company are segregated.o) Earnings per shareThe earnings considered in ascertaining the Company’s earnings per share comprise the net profitafter tax and include the posttax effect of any extraordinary items. The number of shares used incomputing basic earnings per share, is the weighted aerage number of shares outstanding duringthe year. The number of shares used in computing diluted earnings per share comprises the sharesconsidered for deriing basic earnings per share and also number of equity shares that could haebeen issued on the conersion of all dilutie potential equity shares.p) Borrowing costsBorrowing costs that are directly attributable to the acquisition, construction or production of aqualifying asset are capitalised as part of the cost of that asset. Borrowing costs are capitalised as partof the cost of a qualifying asset when it is probable that they will result in future economic benefitsto the enterprise and the costs can be measured reliably. Other borrowing costs are recognised as anexpense in the period in which they are incurred.44

3. Notes to Balance Sheet and Profit and Loss Accounta) Deferred TaxMajor components of deferred tax arising on account of timing differences are:Deferred tax liabilities:DepreciationInterest capitalisedSub-totalDeferred tax assets:Proision for expenses u/s 43BProision for doubtful debtsSub-totalDeferred Tax Asset/(Liability) NetAs at March 31,2008Rs. Lakhs307.72-307.72290.8615.01305.87(1.85)As at March 31,200Rs. Lakhs203.0.204.34114.358.45122.80(81.54)b) Employee BenefitsDefined benefit plans/Long term compensated absences - As per actuarial valuations as onMarch 31, 2008iiiComponents of employer expenseGratuitySuperannuationCompensatedabsencesPost retirementMedicareschemeCurrent Seice cost 88.62 2.43 11.44 30.15 26.22Interest cost 6.16 33.6 41.90 11.94 10.89Expected return on plan assets (90.65) (39.15) Actuarial Losses/(Gains) 180.35 68.90 49. 14.32 (12.46)Total expense/(income) recognised in theStatement of Profit & Loss Account254.48 90.94 102.51 56.41 24.65Actual Contribution and Benefit Paymentsfor year ended March 31, 2008Actual benefit payments 153.95 48. 249.0 1.90 3.41Actual Contributions 342.00 .60 N/A N/A N/Aiii Net asset/(liability) recognised in balancesheet as at March 31, 2008Present Value of Defined Benefit Obligation 1,108.00 435.0 0.59 195.88 151.06Fair alue of plan assets 1261.53 449.92 Net asset/(liability) recognised in balance 153.53 14.22 (0.59) (195.88) (151.06)sheeti Change in Defined Benefit Obligations (DBO)during the year ended March 31, 2008Present Value of DBO at beginning of year 92.94 446.06 6.8 141.3 129.82Current Seice cost 88.62 2.43 11.44 30.15 26.22Interest cost 6.16 33.6 41.90 11.94 10.89BKY45

Fourteenth annual report 2002008Tata Technologies LimitedActuarial (gains)/losses 124.24 (23.38) 49. 14.32 (12.46)Benefits paid (153.95) (48.) (249.0) (1.90) (3.41)Present Value of DBO at the end of year 1,108.01 435.0 0.59 195.88 151.06Change in Fair Value of Assets during theyear ended March 31, 2008Plan assets at beginning of year 1 ,038.95 .62 N/A N/A N/AActual return on plan assets 34.53 (53.13) N/A N/A N/AActual Company contributions 342.00 .60 N/A N/A N/ABenefits paid (153.95) (48.) N/A N/A N/APlan assets at the end of year 1,261.53 449.92 N/A N/A N/Ai Actuarial AssumptionsDiscount Rate 8.50% .% 8.50% 8.50% 8.50°/Expected Return on plan assets 8.00% 8.00% N/A N/A N/ASalary escalation 5%.5% N/A 5%.5% N/ A 5%.5%Medical cost inflation N/A N/A N/A 4.00% NAii The major categories of plan assets aspercentage of total plan assetsDebt securities 3% 100% N/A N/A N/ABalances with banks 2% 0% N/A N/A N/Aiii Effect of one percentage point change inassumed Medical inflation rateOne percentagepoint increasein Medicalinflation rateOne percentagepoint decreasein Medicalinflation rateReised DBO as at March 31, 2008 209.33 183.65Reised seice cost for 2002008 31.25 25.02Reised interest cost for 2002008 12.3 9.48c) Computation of Earnings per shareEarnings Per Share2007-2008 2006200(a) Profit after tax Rs. Lakhs 2,841.22 1,128.99(b) The weighted aerage number of Ordinary Sharesfor Basic EPS Nos. 36,051,458 35,401,560(‘c) The nominal alue per Ordinary Share Rupees 10.00 10.00(d) Earnings Per Share (Basic) Rupees 7.88 3.19(e) Profit after tax for Basic & Diluted EPS Rs. Lakhs 2,841.22 1,128.99(f ) The weighted aerage number of Ordinary Shares Nos. 36,051,458 35,401,560for Basic EPS(g) Add: Adjustment for Employee Stock Options Nos. 381,584 419,119(h) The weighted aerage number of Ordinary Sharesfor Diluted EPS Nos. 36,433,042 35,820,69(i) Earnings Per Share (Diluted) Rupees 7.80 3.1546d) Capital CommitmentsThe estimated amount of contracts remaining to be executed on capital account, and not proidedfor is Rs. 2.94 lakhs as at March 31, 2008 (Year ended March 31, 200 : Rs. 111.56 Lakhs).

e) Contingent LiabilitiesAs atMarch 31, 2008Rs. LakhsAs atMarch 31, 200Rs. Lakhsa) Bills discounted 4,881.13 3,6.93b) Income Tax demands disputed in appeals 150.95 20.01c) Sales Tax demands disputed in appeals 53.01 52.6d) Seice Tax demands disputed in appeals 464.38 460.82f) Stock Option PlanDetails of the Employee Stock Option Plan 2001 (TTESOP 2001) are mentioned below:Number of options granted, Exercised and forfeitedPeriod endedMarch 31, 2008 March 31, 2007Options granted, beginning of the year 403,715 349,503Granted during the year 25,000 139,200Exercised during the year (41,735) (37,688)Forfeited during the year (28,877) (47,300)Option granted, end of year 358,103 403,715g) Quantitative detailsIn Rs. Lakhs2007-2008 2006200OPENING PURCHASES OPENING PURCHASESSTOCKSTOCKNet working Items Value – 0.41 0.53 82.32Qty – 10 238 10,943Software & Licenses Value – 3,098.83 0.22 2,089.28Qty – 1,812 1 28TOTAL Value – 3,099.24 0. 2,.60Qty – 1,822 239 11,2302007-2008 2006200SALESCLOSINGSTOCKSALESCLOSINGSTOCKNetworking Items Value 0.43 – 91.9 –Qty 10 – 11,181 –Software & Licenses Value 3,897.81 – 2,554 –TOTALQty1,812 – 288–Value3,898.24 – 2,645.96–Qty 1,822 – 11,469 –

Fourteenth annual report 2002008Tata Technologies Limitedh) Information as required under clause 4(D), Part II, Schedule VI to the Companies Act2007-2008Rs. Lakhs2006200Rs. Lakhs(a) Earnings in foreign currencySeices 3,122.15 3,509Commission 28.72 .9Interest103.60 3,254.470.(b) CIF Value of imports(‘c) Expenditure in foreign currency356.2189.41Trael / Training Expenses 355.81 26.28Software Deelopment seices 1,200.59 1,556.39 1,88.23i) Auditors Remuneration*2007-2008Rs. Lakhs2006200Rs. LakhsAuditors’ Remunerationi) Fees as auditors 20.00 14.50ii) In other capacitiesTax Audit @ 4.00 2.00iii) Other seices ** 1.00 1.90i)Reimbursement of traelling and out of pocketexpenses@ Includes Rs. 1 lakhs pertaining to preious year* Excluding seice tax** Does not include Rs. 1.15 lakhs reersal of preious yearj) Managerial Remuneration-25.000.8919.29482007-2008 2006200Managerial Remuneration for Director(excluding proision for encashable leae) 29.68 16.2The aboe is inclusie of(a) Estimated expenditure on perquisites _ _ –(b) Commission _ –(c) Incentie Remuneration 19.60 .00*Commission to Wholetime Director(a) Profit after Tax as per Profit & Loss Account 2,841.22 1,128.99(b) Add: Managerial Remuneration 29.68 16.2Proision for Taxation Current year 1,316.84 4,92.51 Earlier year 79.51 _ Deferred 2.77 52.34 Fringe Benefit Tax 91.12 80.46Depreciation as per Books 708.14 2 ,228.06 60.425,069.28 2,441.45(c) Less: Depreciation as per Section 350 of the708.14 60.42Companies Act, 1956(d) Net Profit as per Section 309(5) 4,361.14 1,.03(e) Commission to Wholetime Director _ _

k) Obligations towards non-cancellable lease2007-08 20060Obligations towards non-cancellable lease Rs. Lakhs Rs. LakhsLease ObligationsDues not later than one year 35.88 –Due later than one year but not later than eyears36.08 –Later than e years – –Lease payments recognised in the statement ofprofit and loss for the year 33.10 –l) Derivative transactions.The Company uses forward exchange contracts to hedge its exposure in foreign currency. Theinformation on deriatie instruments is as follows: . Deriatie instruments outstanding as at March 31, 2008:Particulars Bought/sold Amount AmountForward Exchange contracts Sold (US$/INR) USD 15.00 INR 599.2. Foreign exchange currency exposures not coered by deriatie instruments as atMarch 31, 2008In Rs. LakhsParticulars Currency Amount inForeign CurrencyEquivalentamount in INRSundry Debtors EUR 2.29 144.34GBP 2.69 214.60JPY .88 7.20KRW 232.44 9.37SGD 0.19 5.45THB 6.81 8.73USD 11.84 3.03Sundry Creditors CAD 0.05 1.79EUR 0.10 6.57GBP 0. 37.49KRW 34.03 1.37SGD 0.09 2.46THB 18.2 23.99USD 12.90 515.11Unsecured Loan USD 32.35 1,292.40Deposits with Bank USD 13.51 539.66KRW 0.00 6.85Current account with Bank USD 2.15 85.71KRW 9.56 0.3949

Fourteenth annual report 2002008Tata Technologies Limitedm) Segment ReportingSegment reporting is made on the basis of the geographical location of the customer.In Rs. LakhsUSA India Rest of the TotalWorldReenues 1,09. 23,096.58 2,940.55 27,746.30Identifiable operating expenses 1,.65 16,631. 2,689.86 20,39.22Allocated expenses48.11 355.80 82.8 486.69Segmental operating Income243.41 6,109.0 16.91 6,520.39Unallocable expenses 2,416.89Other Income22.96Net profit before taxes 4,331.46Taxes 1,490.24Net profit after taxes 2,841.22Fixed assets used in the Company’s business or liabilities contracted hae not been identified to anyof the reported segments, as fixed assets and seices are used interchangeably between reportedsegments.n) Dues to micro, small and medium scale enterprisesBased on the information aailable with the Company, none of the endors fall under the definitionof micro, small and medium scale enterprises. This information is not erifiable by the auditors.o) Related Party Disclosures for the year ended March 31, 2008(a)Related party & relationship1 Parent Company Tata Motors Limited2 Subsidiaries 1 Tata Technologies Pte. Limited, Singapore2 Granted Reenue Sdn. Bhd. (formerly known as TATA TechnologiesSdn. Bhd.) Ceased to be subsidiary effectie Noember 26, 2003 INCAT (Thailand) Ltd.4 INCAT International Plc. Ltd., UK5 INCAT Ltd., UK6 INCAT SAS France INCAT GmbH, Germany8 INCAT Holdings BV, Netherlands9 INCAT KK Japan10 Tata Technologies iKS Inc., USA11 INCAT Systems Inc., Michigan12 Integrated Systems de Mexico, S.A. de C.V.13 INCAT Solutions of Canada Inc.14 CEDIS Mechanical Engineering GmbH, Germany (merged with INCATGmbH, Germany pursuant to an order dated June 22, 200, effectieApril 1, 200)50

3 Fellow subsidiaries 1 TAL Manufacturing Solutions Ltd.2 HV Axle Ltd.3 HV Transmission Ltd.4 Sheba Properties Ltd.5 Concorde Motors (India) Ltd.6 Telco Construction Equipment Co. Ltd. Tata Daewoo Commercial Vehicle Co. Ltd.8 Tata Motors Insurance Seices Ltd.9 Tata Motors European Technical Centre Plc.10 Tata Motors Finance Limited11 Tata Macropolo Motors Ltd.12 Tata Motors (Thailand) Ltd.13 TML Holdings Pte. Ltd., Singapore14 TML Distribution Company Limited15 Tata Motors (SA) (Proprietory) Limited4 Key ManagementPersonnel(b)Mr. P. R. McGoldrickTransactions with the related partiesA statement of transactions with the related parties is attached.ParticularsParent FellowCompany subsidiariesSubsidiariesIn Rs. LakhsKeyManagementPersonnelPurchase of goods 5 5.53 Sale of goods (inclusie of sales tax) 1 ,146.45 221.0 Purchase of Fixed Assets Sale of Fixed Assets Seices receied 2.6 29.68Commissions paid 81.45 Seices rendered 15,326.48 2,095.68 1,80. Commissions receied 5.63 Finance gien (including loans, equity & ICD) 14,865.00 Finance taken (including loans, equity & ICD) 12,910.00 Interest/ Diidend paid/(receied) (net) 514.25 0.10 (82.53) 11.20Amount receiable 1 ,326.10 8.66 1,08.08 Amount payable 644.08 263.19 Amount receiable(inrespect of adances 40.26 gien)Amount payable (in respect of adances taken) 1.36 Amount receiable (in respect of ICDs) 3 ,805.00 Amount receiable (in respect of loans) 1,292.40 Amount payable (in respect of loans) 0.56 p) The preious year’s figures hae been recast/restated, whereer necessary, to conform to the currentyear’s classification.51

Fourteenth annual report 2002008Tata Technologies LimitedAdditional Information as required under Part IVof Schedule VI to the Companies Act, 1956Balance Sheet Abstract and Company’s General Business Profile :I) Registration Details:Registration No.U2200PN1994PLC013313Balance Sheet Date 31.03.2008II) Capital Raised during the year (Amount in Rs. Thousands)Public IssueRights IssueBonus IssuePriate Placement (Employee Stock Option Plan) 3,330III) Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)Total LiabilitiesTotal AssetsSources of Funds:Paidup CapitalAdance towards Share Capitalililil3,96,3,96,30,835Resees & Surplus 2,911,044Secured Loan 0,898Application of Funds:Net Fixed Asset 91,259InestmentsNet Current Assets2,189,0612,Miscellaneous Expenditure –Deferred Tax Asset/(Liability) (185)IV) Performance of Company (Amount in Rs. Thousands)Turnoer2,98,3Total Expenditure (2,365,211)Profit/(Loss) Before Tax 33,146Profit/(Loss) After Tax 284,122Earning Per Share Basic (Rs.)Diidend Rate 0%V) Generic Names of Three Principal Products/Services of Company (as per monetary terms)Item Code No. (ITC Code)Product DescriptionItem Code No. (ITC Code)Product Description.88ilInformation Technology ConsultancyilTrading in Computer Hardware/Software52

AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTSTO THE BOARD OF DIRECTORS OFTATA TECHNOLOGIES LIMITED1. We hae audited the attached Consolidated Balance Sheet of Tata Technologies Limited, (“the Company”) and itssubsidiaries (“the Group”) as at March 31, 2008 and the Consolidated Profit and Loss Account and the ConsolidatedCash Flow Statement for the year ended on that date, both annexed thereto. These financial statements arethe responsibility of the Company’s management and hae been prepared by the management on the basisof separate financial statements and other financial information regarding components. Our responsibility is toexpress an opinion on these financial statements based on our audit.2. We conducted our audit in accordance with generally accepted auditing standards in India. These Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare prepared, in all material respects, in accordance with an identified financial reporting framework and arefree of material misstatements. An audit includes, examining on a test basis, eidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by management, as well as ealuating the oerall financial statements presentation.We beliee that our audit proides a reasonable basis for our opinion.3. We did not audit the financial statements of the subsidiaries, whose financial statements reflect total assets(net) of Rs. 19,.33 lakhs as at March 31, 2008 and total reenues of Rs. 25,360.43 lakhs and total cash flowsamounting to Rs. (353.15) lakhs for the year ended on that date. These financial statements hae been auditedby other auditors whose audit reports hae been furnished to us, and our opinion, in so far it relates to amountsincluded in respect of these subsidiaries, is based solely on the audit report of other auditors.4. We report that the Consolidated Financial Statements hae been prepared by the Company in accordancewith the requirements of Accounting Standard 21, Consolidated Financial Statements issued by the Institute ofChartered Accountants of India and on the basis of the separate audited financial statements of the Companyand its subsidiaries.5. Based on our audit and, on consideration of the audit reports of other auditors on separate financial statementsand on the other financial information of the components, of the other subsidiaries, and to the best of ourinformation and according to the explanations gien to us, we are of the opinion that the attached ConsolidatedFinancial Statements gie a true and fair iew in conformity with the accounting principles generally accepted inIndia;i) in case of the Consolidated Balance Sheet, of the consolidated state of affairs of the Group as at March 31,2008;ii)iii)in the case of the Consolidated Profit and Loss Account, of the Consolidated results of operations of theGroup for the year ended on that date; andin the case of the Consolidated Cash Flow Statement, of the consolidated cash flows of the Group for theyear ended on that date.For Deloitte Haskins & SellsChartered AccountantsPlace : MumbaiDate : April 30, 2008M. S. DharmadhikariartnerMembership No. 3080253

Fourteenth annual report 2002008Tata Technologies LimitedConsolidated Balance Sheet as at March 31, 2008In Rs. LakhsSchedule March 31, 2008 March 31, 200SOURCES OF FUNDSSHAREHOLDERS’ FUNDSShare Capital.......................................................................... 1 3,708.35 3,.05Adance towards Share Capital....................................... 1.47 –esees and Surplus.......................................................... 2 32,801.65 30,803.4236,511.47 34,38.LOAN FUNDSSecured Loans........................................................................ 3 1,848.85 48.92Unsecured Loans.................................................................. 4 20,047.46 21,28.4021,896.31 21,.32TOTAL FUNDS EMPLOYED 58,407.78 56,155.9APPLICATION OF FUNDSGOODWILL [note 13.6.f Schedule ‘13’] 38,034.19 40,9.50FIXED ASSETSoss Block.............................................................................. 5 14,378.53 14,0.88Less: Depreciation and amortisation............................. 8,494.95 8,452.19et Block.................................................................................. 5,883.58 5,605.69apital Work in Progress & Adance Payments......... 45.99 116.385,929.57 5,22.0INVESTMENTS 6 – –DEFERRED TAX ASSET (NET) [note 13.6.c Schedule ‘13’] 355.43 362.69CURRENT ASSETS, LOANS AND ADVANCESInentories (stockintrade)............................................... 216.98 496.Sundry Debtors..................................................................... 23,271.94 20,292.82ash and Bank Balances..................................................... 8 3,933.74 3,66.65ther Current Assets........................................................... 9 3.01 3.18Loans and Adances............................................................ 10 8,524.73 4,482.9635,950.40 28,952.32Less: CURRENT LIABILITIES AND PROVISIONSLiabilities.................................................................................. 11 18,960.64 ,8.00oisions................................................................................ 12 2,901.17 1,912.921,861.81 19,630.9NET CURRENT ASSETS 14,088.59 9,321.53TOTAL FUNDS APPLIED 58,407.78 56,155.9Significant Accounting Policies and Notes to Accounts 1354The Schedules referred to aboe and the notes thereon form an integral part of the Balance Sheet.This is the Balance Sheet referred to in our report.As per our report of een date attachedFor DELOITTE HASKINS & SELLSChartered AccountantsM.S. DHARMADHIKARIPartnerDate : April 30, 2008Place : MumbaiSamrat GuptaChief Financial OfficerAnubhav KapoorCompany SecretaryFor and on behalf of the BoardS. Ramadorai ChairmanR. Gopalakrishnan DirectorP. P. Kadle DirectorC. Ramakrishnan DirectorP. R McGoldrick Managing DirectorDate : April 30, 2008Place : Mumbai

Consolidated Profit and Loss Account for the year ended March 31, 2008In Rs. LakhsSchedule 2007-08 20060INCOMEOther Income ............................................................................................. C 1,625.10 2,61.01Income from Seices..............................................................................Sale of Products ........................................................................................AB76,040.8832,359.4269,565.5823,413.26110,025.40 95,39.85EXPENDITUREConsultancy fees, Softwares and others........................................... F 16,536.74 13,893.48Payroll and Related Expenses............................................................... G 52,963.39 52,24.60Communication Expenses..................................................................... H 621.93 586.51Administration & Marketing Expenses.............................................. I 8,865.01 ,960.30Finance Charges........................................................................................ J 1,127.87 1,460.26Depreciation and amortisation............................................................ 5 1,447.55 1,464.9Preliminary and Deferred Expenditure Written Off...................... - 6.24Bad Debts written off............................................................................... 19.14 120.02Proision / (Writeback) for Bad and Doubtful debts.................... 124.60 (66.82)Cost of Traded Items & Seices...........................................................AMC Charges..............................................................................................DE22,737.76508.8014,229.48589.12104,952.79 92,968.16PROFIT FOR THE PERIOD BEFORE EXCEPTIONAL ITEMS AND TAX 5,072.61 2,.69(Gain)/loss on liquidation of subsidiaries (Net).............................. (64.31) 306.13PROFIT / (LOSS) BEFORE TAX 5,136.92 2,465.56Provision for Taxation Current Tax............................................................................................... 1,944.83 589.01 Earlier year................................................................................................ 43.96 4.6 Deferred Tax charge/(credit).............................................................. 57.23 140.03 Fringe Benefit Tax.................................................................................. 91.12 80.46PROFIT / (LOSS) AFTER TAXShare of Minority Interest.......................................................................2,999.78–1,651.39(22.92)PROFIT FOR THE PERIOD 2,999.78 1,628.Balance Brought forward from Preious Year 1,847.25 1,139.29Adjustment to Opening Balance in respect of liquidation of1.23 (32.28)Subsidiaries...................................................................................................Translation on Opening Balance in respect of ForeignSubsidiaries................................................................................................169.81 55.13PROFIT AVAILABLE FOR APPROPRIATIONS 5,018.07 2,90.61APPROPRIATIONSDiidend..................................................................................................... Interim Diidend.................................................................................. 721.03 – Final Diidend....................................................................................... 721.03 08.03Tax on diidend ....................................................................................... 245.08 120.33Transfer to General Resee................................................................. 300.00 115.00Balance carried to Balance Sheet...................................................... 3,030.93 1,8.255,018.07 2,90.61E.P.S (Equity Shares, par Value Rs. 10 each) [note 13.6.e, Schedule ‘13’]Significant Accounting Policies and Notes to Accounts 13 Basic (in Rs.)............................................................................................ Diluted (in Rs.).......................................................................................8.328.234.604.55The Schedules referred to aboe and the notes thereon form an integral part of the Profit & Loss Account.This is the Profit & Loss Account referred to in our report.As per our report of een date attachedFor DELOITTE HASKINS & SELLSChartered AccountantsM.S. DHARMADHIKARIPartnerDate : April 30, 2008Place : MumbaiSamrat GuptaChief Financial OfficerAnubhav KapoorCompany SecretaryFor and on behalf of the BoardS. Ramadorai ChairmanR. Gopalakrishnan DirectorP. P. Kadle DirectorC. Ramakrishnan DirectorP. R McGoldrick Managing DirectorDate : April 30, 2008Place : Mumbai55

Fourteenth annual report 2002008Tata Technologies Limited56Year endedMarch 31, 2008in Rs. LakhsYear endedMarch 31, 200CASH FLOW FROM OPERATING ACTIVITIESDepreciation................................................................................................................................. 1,447.55 1,464.9Miscellaneous Expenses written off or adjusted during the year.............................. - 6.24Share of minority interest......................................................................................................... - 22.92Proision for Wealth Taxes........................................................................................................ 4.71 3.04Proision for Income Tax........................................................................................................... 1,988.78 593.68Proision for Deferred Tax........................................................................................................ 57.23 140.03Proision for Fringe Benefit Tax.............................................................................................. 91.12 80.46(Profit) / Loss on Sale of Fixed Assets................................................................................... 0.68 3.2Interest Paid................................................................................................................................... 1,127.87 1,460.26Exchange differences................................................................................................................. (37.67) 13.0Proision for Bad & Doubtful Debts...................................................................................... 124.60 (66.82)Net Profit after Taxation and Extraordinary Items...........................................................(Gain)/Loss on liquidation of Subsidiaries..........................................................................2,999.78(64.31)1,628.306.13Operating profit before Working Capital Changes 7,740.34 5,656.80Adjustments for :.......................................................................................................................Income Accrued........................................................................................................................... 1.38 9.21Inentories..................................................................................................................................... 241.45 21.16Debtors........................................................................................................................................... (3,898.77) (6,091.6)Loans & Adances to Employees........................................................................................... (670.12) 122.85Adance to Supplier, Contractors & Others........................................................................ (438.63) (142.04)Loans to Associates & Others.................................................................................................. - (44.42)Deposits with Got. Bodies & Others................................................................................... (30.09) (14.22)Prepaid Expenses........................................................................................................................ (274.46) (148.2)Sundry Creditors.......................................................................................................................... 1,654.09 5,024.65Adance & Progress Payments............................................................................................... 248.93 51.69Proision for Staff Welfare Expenses..................................................................................... (25.71) 201.18Proision for Waranty................................................................................................................. 1.90 2.90Unearned Income....................................................................................................................... (74.79) 584.86Adance Tax / Tax Deducted at Source................................................................................ (2,741.26) (1,9.30)NET CASH FLOW USED IN OPERATING ACTIVITIES 1,734.26 3,454.93CASH FLOW FROM INVESTING ACTIVITIESProceeds from sale of Fixed Assets....................................................................................... 69.49 6.85Payment for Purchase of Fixed Assets................................................................................. (1,664.95) (1,838.33)Payment for Purchase of business of IES BV from administrator............................... - (43.)Proceeds receied on liquidation of subsidiaries............................................................ 65.42 NET CASH FLOW USED IN INVESTING ACTIVITIES (1,530.04) (1,805.05)CASH FLOW FROM FINANCING ACTIVITIESProceeds from issue of shares including Premium......................................................... 1,891.73 1,052.84Interest Paid .................................................................................................................................. (1,127.87) (1,460.26)Diidends Paid (including Diidend Tax)............................................................................ (828.43) (506.43)Inter Corporate Deposits (Net)............................................................................................... (1,955.00) (1,850.00)Proceeds from Cash Credit arrangement .......................................................................... 1,719.06 Proceeds from Long Term borrowing.................................................................................. 170.53 69.26Repayment of Long Term borrowings................................................................................. (26.54) (4,550.90)NET CASH FLOW GENERATED FROM FINANCING ACTIVITIES (156.52) (,245.49)NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTSCash & Cash equialents at the beginning of the year..................................................47.703,676.65(5,595.61)9,033.30Less: Cash & Bank balances of subsidiaries under liquidation, taken oer by the- (55.29)administrator................................................................................................................................Add: Translation adjustment on Cash & Bank balances of foreign subsidiaries (8.75) 322.56Add: Translation adjustment on resees of foreign subsidiaries.............................. 218.14 (28.31)Cash & Cash equialents at the end of the year............................................................... 3,933.74 3,66.65NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS 47.70 (5,595.61)This is the Consolidated Cash Flow referred to in our report.As per our report of een date attachedFor DELOITTE HASKINS & SELLSChartered AccountantsM.S. DHARMADHIKARIPartnerDate : April 30, 2008Place : MumbaiConsolidated Cash Flow StatementSamrat GuptaChief Financial OfficerAnubhav KapoorCompany SecretaryFor and on behalf of the BoardS. Ramadorai ChairmanR. Gopalakrishnan DirectorP. P. Kadle DirectorC. Ramakrishnan DirectorP. R. McGoldrick Managing DirectorDate : April 30, 2008Place : Mumbai

Schedules forming part of the Consolidated Profit & Loss AccountIn Rs. LakhsSCHEDULE - A Year ended Year ended2007-08 20060INCOME FROM SERVICESIncome from Seices............................................................ 75,714.25 69,125.36AMC Charges............................................................................ 326.63 440.2276,040.88 69,565.58SCHEDULE - B Year ended Year ended2007-08 20060SALE OF PRODUCTSTraded Products....................................................................... 31,064.55 21,28.49Own Products........................................................................... 1,294.87 1,684.32,359.42 23,413.26SCHEDULE - C Year ended Year ended2007-08 20060OTHER INCOMEInterest Income........................................................................ 222.43 308.18Commission Income.............................................................. 1,233.08 83.28Sale of Rights............................................................................ – 950.00Miscellaneous Income........................................................... 169.59 629.55Tax deducted at source on interest is Rs.24.10 lakhs (Rs.28.69 lakhs in 2006-07)1,625.10 2,61.01SCHEDULE - D Year ended Year ended2007-08 20060COST OF TRADED GOODS & SERVICESPurchase of Products/Seices for Saleurchase of Products/Seices................................. 22,458.03 14,229.93Change in Stock in Trade22,458.03 14,229.93ening Stock............................................................... 496.71 496.26Less: Closing Stock........................................................ 216.98 496.279.73 (0.45)22,737.76 14,229.48

Fourteenth annual report 2002008Tata Technologies LimitedIn Rs. LakhsSCHEDULE - E Year ended Year ended2007-08 20060AMC CHARGESSchedules forming part of the Consolidated Profit & Loss AccountAMC Charges on SAP End User Licenses........................ 350.10 448.24AMC Charges (Others)........................................................... 158.70 140.88508.80 589.12SCHEDULE - F Year ended Year ended2007-08 20060CONSULTANCY FEES, SOFTWARES & OTHERSOutsourcing Charges............................................................. 15,160.77 12,.95Softwareinternal use............................................................ 109.13 58.00Consultancy Fees..................................................................... 318.41 185.96Professional Fees..................................................................... 557.71 2.68Training Costs........................................................................... 390.41 130.89Subscription Costs.................................................................. 0.31 16,536.74 13,893.48SCHEDULE - G Year ended Year ended2007-08 20060PAYROLL & RELATED EXPENSESSalaries and Allowances........................................................ 51,293.28 51,503.90Superannuation....................................................................... 379.89 9.Proident Fund......................................................................... 493.09 396.64Staff welfare Expenses........................................................... 542.64 480.49Gratuity....................................................................................... 254.49 164.0052,963.39 52,24.60SCHEDULE - H Year ended Year ended2007-08 20060COMMUNICATION EXPENSESTelephone Expenses / Fax Charges 460.11 43.19ISDN Charges 161.82 149.32621.93 586.5158

Schedules forming part of the Consolidated Profit & Loss AccountIn Rs. LakhsSCHEDULE - I Year ended Year ended2007-08 20060ADMINISTRATION & MARKETING EXPENSESExpenses for Administration / MarketingRepairs & Maintenance Buildings................................................................................ 12.39 6.14 lant & Machinery............................................................... 142.42 115.85 thers..................................................................................... 192.10 238.30Rent ............................................................................................. 1,035.20 1,3.11Rates and Taxes........................................................................ 81.57 142.45Proision for Wealth Tax........................................................ 4.71 3.04Insurance.................................................................................... 166.90 203.98erseas Marketing Expenses............................................ 419.10 181.Adertisement and Publicity.............................................. 134.50 .41Business Promotion Expenses............................................ 70.40 .00Office Expenses........................................................................ 1,336.96 1,559.43Traelling & Coneyance....................................................... 3,443.59 2,814.96Power & Fuel............................................................................. 295.36 222.6Water Charges.......................................................................... 20.36 .01Auditors Remuneration......................................................... 130.47 213.6Staff Training and Seminar Expenses............................... 143.02 154.Staff Recruitment Expenses................................................. 382.75 241.13Commision to Others............................................................. 8.67 0.88Foreign Currency (Gain)/Loss (Net)................................ 494.35 215.30Other Expenses........................................................................ 350.19 156.238,865.01 ,960.30SCHEDULE - J Year ended Year ended2007-08 20060FINANCE CHARGESInterest on Cash Credit.......................................................... 43.24 3.32Interest on Foreign Currency Loan................................... 1,075.09 1,444.51Interest on Vehicles under Finance Lease/Loans......... 6.13 2.05Interest Expense Others..................................................... 3.41 0.381,127.87 1,460.2659

Fourteenth annual report 2002008Tata Technologies LimitedSchedules forming part of the Consolidated Balance SheetIn Rs. LakhsSCHEDULE - 1As atAs atMarch 31, 2008 March 31, 200SHARE CAPITALAuthorised :............................................................................................................. 5,000.00 5,000.0050,000,000 ordinary shares of Rs. 10/ each(Preious year 50,000,000 equity shares of Rs. 10/ each)5,000.00 5,000.00Issued, Subscribed and Paidup :...................................................................... 3,708.35 3,.053,083,46 equity shares of Rs. 10/ each(Preious year 35,0,468 equity shares of Rs. 10/ each)3,708.35 3,.05Notes:Of the aboe shares, 2,000,000 shares were allotted to Tata Motors Ltd. as fully paid pursuant to a contract, withoutpayments being receied in cash.SCHEDULE - 2As atAs atMarch 31, 2008 March 31, 200RESERVES AND SURPLUSCapital Resee [note 13.6.f Schedule ‘13’].......................................................... 58.11 63.Securities PremiumAs at the beginning of the period................................................................... 23,754.47 22,85.6Additions during the period............................................................................. 1,756.95 968.As at the end of the period................................................................................ 25,511.42 23,.General ReseesAs at the beginning of the period................................................................... 783.08 50.93Additions during the period............................................................................. 300.00 2.15As at the end of the period................................................................................ 1,083.08 83.08Profit & Loss Account................................................................................................... 3,030.93 1,8.25Translation Resee...................................................................................................... 3,118.11 4,355.4532,801.65 30,803.42SCHEDULE - 3As atAs atMarch 31, 2008 March 31, 200SECURED LOANSFrom Bank on Cash Credit Account................................................................ 1,719.06 –[Secured by hypothecation of book debts/accounts receiableand moable fixed assets (excluding certain ehicles)]Vehicle Loan............................................................................................................ 129.79 8.92[Secured by hypothecation of ehicles financed]1,848.85 8.9260

Schedules forming part of the Consolidated Balance SheetIn Rs. LakhsSCHEDULE - 4As atAs atMarch 31, 2008 March 31, 200UNSECURED LOANSForeign Currency Loan from Banks................................................................ 20,047.46 21,28.4020,047.46 21,28.40SCHEDULE - 5FIXED ASSETSAs atMar 31,200GROSS BLOCK DEPRECIATION BLOCK NET BLOCKAdditions DeductionsExchangeDifferenceAs atMar 31,2008As at For the year DeductionsMar 31, Mar 31,200 2008ExchangeDifferenceAs atMar 31,2008As atMar 31,2008As atMar 31,200FIXED ASSETSLeasehold Land 409.35 - - - 409.35 27.57 4.31 - - 31.88 377.47 381.8Buildings 1,964.50 196.34 - - 2,160.84 200.83 87.18 - - 288.01 1,872.83 1,63.6Plant & Machinery@ 7,187.13 890.24 522.78 (128.21) 7,426.38 5,036.71 774.02 502.68 (80.78) 5,227.27 2,199.11 2,150.42Furniture & Fixtures@ 1,302.31 250.99 72.42 (43.01) 1,437.87 795.53 140.02 62.51 (33.79) 839.25 598.62 506.8Vehicles** 570.49 139.25 323.75 (0.82) 385.17 439.86 102.19 314.27 (0.79) 226.99 158.18 130.63Software Licenses@ 2,618.89 389.00 346.68 (108.07) 2,553.14 1,951.63 339.65 315.78 (94.20) 1,881.30 671.84 66.26Copyrights 5.21 0.83 - (0.26) 5.78 0.06 0.18 - 0.01 0.25 5.53 5.15Total 14,057.88 1,866.65 1,265.63 (280.37) 14,378.53 8,452.19 1,447.55 1,195.24 (209.55) 8,494.95 5,883.58 5,605.69Preious year 12,9.6 1,30.51 8.2 98.33 14,0.88 ,600.23 1,464.9 6.11 44.10 8,452.19 5,605.69 5,3.53Capital Work in Progress* 45.99 116.38Notes:* Capital Work in Progress includes capital adance payments of Rs. Nil (as at March 31, 200 Rs.41. lakhs)** Vehicles includes Rs.159.38 lakhs acquired on loan, hypothecated with Tata Finance Ltd. & ICICI Bank Ltd. (as at March 31, 200 Rs. 28.25 lakhs)@ Moable Fixed Assets other than ehicles are hypothecated against Cash Credit facilities from Bank.SCHEDULE - 6As atAs atMarch 31, March 31,2008 200INVESTMENTSTRADE (UNQUOTED) at costLonterm inestmentsLemmerport BV (formerly known as INCAT Engineering Solutions BV) 11.38 0.43a 100% subsidiary company of INCAT Holdings BVCADPO Asia Pte Ltd., a 100% subsidiary company of iKnowledge Solutions Inc. – 139.56Tata Technology Inestment Pte Ltd., Singapore, a 55% subsidiary of TTPL – 306.3911.38 456.38Less: Proision for diminution in alue of inestment (11.38) (456.38)– –61

Fourteenth annual report 2002008Tata Technologies LimitedSchedules forming part of the Consolidated Balance SheetIn Rs. LakhsSCHEDULE - 7As atAs atMarch 31, 2008 March 31, 200SUNDRY DEBTORS(a) er six months old (unsecured)Considered good................................................................................................. 2,297.67 844.58Considered doubtful.......................................................................................... 237.74 98.62(b) Others (unsecured)*Considered good................................................................................................. 20,974.27 19,448.24Considered doubtful.......................................................................................... – 2.5623,509.68 20,419.00Less: Proision for doubtful debts 237.74 126.18*Debtors include unbilled reenue of Rs. 2030.89 lakhs [Rs. 08.62 lakhs as at March 31, 200]23,271.94 20,292.82SCHEDULE - 8As atAs atMarch 31, 2008 March 31, 200CASH & BANK BALANCESCash on Hand......................................................................................................... 8.04 3.63Cheques on Hand.................................................................................................. 181.39 6.45Balances with Scheduled Banks:in Current Accounts....................................................................................... 870.91 .04in Deposit Accounts*.................................................................................... 1,229.64 1,580.55Balances with NonScheduled Banksin Current Accounts....................................................................................... 1,101.20 1,249.89in Deposit Accounts...................................................................................... 542.56 291.093,933.74 3,66.65Notes:*Pledged with the Bankers for obtaining Bank Guarantees & LCs Rs. .15 lakhs [Rs. 13 lakhs as at March 31, 200]SCHEDULE - 9As atMarch 31, 2008As atMarch 31, 200OTHER CURRENT ASSETSIncome accruedInterest Accrued on Deposits........................................................................... 3.01 3.183.01 3.1862

Schedules forming part of the Consolidated Balance SheetIn Rs. LakhsSCHEDULE - 10As atAs atMarch 31, 2008 March 31, 200LOANS & ADVANCES(Unsecured considered good)Loans & Adances to Employees*................................................................... 893.89 225.29Less: Proision for Doubtful Loans & Adances to Employees....... (4.13) (4.13)Adances to Suppliers, Contractors & Others............................................. 763.99 325.05Inteorporate deposits:Tata Motors Ltd. (Holding Company)...................................................... 3,805.00 1,850.00Deposits with Goernment, Public Bodies and Others........................... 182.52 151.85Prepaid Expenses.................................................................................................. 1,061.89 813.52Adance Payments against Taxes.................................................................... 1,821.57 1,121.38Notes:*Includes ‘considered doubtful’ Rs. 4.13 lakhs [Rs.4.13 lakhs as at March 31, 200]8,524.73 4,482.96SCHEDULE - 11As atAs atMarch 31, 2008 March 31, 200CURRENT LIABILITIESSundry Creditors Dues to other than Micro, Medium andSmall Enterprises................................................................................................... 13,998.78 12,680.8Adance & Progress Payment........................................................................... 1,098.54 902.22Liability towards Inestors Education and Protection Fund underSection 205C of the Companies Act, 1956, not due: Unpaid Diidend 4.88 .95Unearned Income................................................................................................. 2,540.51 2,6.56Other Liabilities...................................................................................................... 1,317.93 1,383.4018,960.64 ,8.00SCHEDULE - 12As atAs atMarch 31, 2008 March 31, 200PROVISIONSProision for taxation (net)*.............................................................................. 213.05 6.Proision for Fringe Benefit tax........................................................................ – 0.01Interim Diidends.................................................................................................. 721.03 –Proposed Diidends............................................................................................. 721.03 08.03Proision for Tax on Diidend........................................................................... 245.08 120.33Proision for Staff Welfare Schemes............................................................... 995.93 1,013.81Proision for Warranty......................................................................................... 5.05 2.90Notes:*Includes proision for wealth tax Rs. 3. lakhs [Rs.3.16 lakhs as at March 31, 200]2,901.17 1,912.963

Fourteenth annual report 2002008Tata Technologies LimitedSchedules forming part of the Consolidated Balance Sheet andProfit and Loss Account for the year ended March 31, 200813. BASIS OF CONSOLIDATION AND SIGNIFICANT ACCOUNTING POLICIESCompany eiewTATA Technologies Limited (“TTL or the Company”) was incorporated on August 22, 1994 as a Priate LimitedCompany in the name of Core Software Systems Priate Limited. The name of the Company was subsequentlychanged to Tata Technologies (India) Limited. On February 8, 2001, the Company changed its name fromTata Technologies (India) Limited to Tata Technologies Limited. The Company ‘s range of seices includes ITConsultancy, SAP implementation and maintenance, proiding networking solutions, CAD/CAM engineering &design consultancy. The Company is headquartered in Pune, India. The Company has seen branches located atMumbai, Lucknow, Jamshedpur, Bangalore, Puducherry, Chennai and South Korea that enables it to proide highquality, costeffectie seices to clients in India and abroad.During October 2005, the Company incorporated a wholly owned subsidiary in Thailand to cater the need ofautomotie companies in Thailand and South East Asian countries. Also during October 2005 the Companyacquired, through its subsidiary, 100% equity of INCAT International Plc, UK which had arious subsidiaries in US,Europe, Japan and Singapore. A reorganization of arious entities under INCAT was undertaken, to hae a singlerepresentatie legal entity in each country in which the Company operates, to improe operational efficiency. TheCompany now has a global presence, through its subsidiaries, in US, UK, Germany, France, Japan, Mexico, Canada,Singapore and Thailand.In December 2005, the Company acquired 100% stake in Tata Technologies Pte Ltd., a Singapore based Company.On April 1, 2006, as per the Agreement and Plan of Merger dated March 29, 2006, among INCAT Holdings Inc.,INCAT Financial Seices Inc., Tata technologies and INCAT Systems Inc in its capacity as the suiing corporationall the first three entities got merged with INCAT Systems Inc. This merger was effected as part of an internalcorporate reorganization of the Tata Technologies group of companies.In October 2006, the Company sold its 100% equity stake in Tata Technologies (Thailand) Ltd. to its wholly ownedsubsidiary iz. Tata Technologies Pte Ltd., Singapore at a alue determined by an independent aluer.INCAT proides Engineering and Design seices (E&D) and Product Lifecycle Management (PLM) products andseices, primarily to manufacturers and their suppliers in the international automotie, aerospace and engineeringmarkets. The offshore capabilities of the Company in the field of engineering automation seices combined withthe highend onshore strengths of INCAT are expected to offer a strong and seamless onshore/offshore delierycapability to the international customers in the automotie, aerospace and engineering industries.13.1. Basis of consolidationThe consolidated financial statements relate to the Company and its subsidiary companies. The Companyand its subsidiaries constitute the Group.13.2. Basis of accountingThe financial statements are prepared under the historical cost conention, in accordance with IndianGenerally Accepted Accounting Principles (GAAP). GAAP comprises the mandatory accounting standardsissued by The Institute of Chartered Accountants of India (ICAI) and the proisions of the Companies Act,1956. Accounting policies hae been consistently applied except where a newly issued accounting standardis initially adopted or a reision to an existing accounting standard requires a change in the accountingpolicy hitherto in use. The financial statements of the subsidiary companies used in the consolidation aredrawn up to the same reporting date as of the Company .13.3. Principles of consolidationThe consolidated financial statements hae been prepared on the following basi64

13.3. a The consolidated financial statements are prepared in accordance with the principles and proceduresrequired for the preparation and presentation of consolidated financial statements as laid downunder the accountings standard on Consolidated Financial Statements issued by the ICAI.13.3. b The financial statements of the Company and its subsidiary companies hae been combined on a lineby line basis by adding together like items of assets, liabilities, income and expenses. The intraoupbalances and intraoup transactions and unrealised profits or losses hae been fully eliminated.The consolidated financial statements are prepared by applying uniform accounting policies in useat the Group.13.3. c The excess of cost to the Company of its inestments in the subsidiary companies oer its shareof equity of the subsidiary companies, at the dates on which the inestments in the subsidiarycompanies are made, is recognized as ‘goodwill’ being an asset in the consolidated financialstatements. Alternatiely, where the share of equity in the subsidiary companies as on the date ofinestment is in excess of cost of inestment of the Company, it is recognized as ‘capital resee’ andshown under the head ‘Resees and Surplus’; in the consolidated financial statements.13.3. d Minority interest in the net assets of consolidated subsidiaries consists of the amount of equityattributable to the minority shareholders at the dates on which inestments are made by the Companyin the subsidiary companies and further moements in their share in the equity, subsequent to thedates of inestments as stated aboe.13.3. e For the purpose of consolidation, the financial statements of foreign subsidiaries hae been translatedinto its immediate parent companies currency and the same has been on the following basis:All income and expenses items are conerted at the aerage rate of exchange applicable for the year.All assets and liabilities are translated at the closing rate as on the Balance Sheet date. The resultingexchange differences on account of translation at the year end are transferred to translation resee.13.4. The following subsidiary companies are considered in the consolidated financial statements –% Holding either directly orthrough subsidiary as atName of the companyCountry ofIncorporationMarch 31,2008March 31,2001 TATA Technologies Pte. Ltd. Singapore 100 1002 TATA Technology Inestments Pte. Ltd (2) Singapore - 553 Granted Reenue Sdn. Bhd. (formerly known as TATATechnologies Sdn. Bhd.) (10) Malaysia - 1004 INCAT (Thailand) Limited (formerly known as TATATechnologies (Thailand) Limited) (3) Thailand 100 1005 INCAT International Plc. UK 100 1006 INCAT Limited UK 100 100 INCAT GmbH Germany 100 1008 INCAT SAS France 100 1009 INCAT K.K. (4) Japan 100 10010 INCAT Holdings BV. Netherlands 100 10011 Lemmerpoort BV (formerly known as INCAT EngineeringSolution BV) (5) (8) Netherlands - 10012 CEDIS Mechanical Engineering GmbH (9) Germany - 10013 Tata Technologies iKS Inc. (preiously known asiKnowledge Solutions Inc.) (6) USA 100 10014 CADPO Asia Pte Ltd. () (8) Singapore - 99.2115 INCAT Systems Inc. (1) USA 99.24 99.2116 INCAT Solutions of Canada Inc. (1) Canada 99.24 99.21 Integrated Systems Technologies de Mexico SA de CV (1) Mexico 99.24 99.2165

Fourteenth annual report 2002008Tata Technologies Limited66(1) For these subsidiaries though the holding is 99.24%, the indirect oting power is 100%.(2) Tata Technology Inestments Pte Ltd. has been liquidated on August , 200.(3) Tata Technologies Pte Ltd. acquired Tata Technologies (Thailand) Ltd. from Tata Technologies Limitedon 26th October, 2006. Tata Technologies (Thailand) Ltd. is now a 100% subsidiary of TTPL. Further thename of the Company has been changed to INCAT (Thailand) Limited w.e.f. February 5, 200.(4) Tata Technologies Pte. Ltd. acquired INCAT K.K., Japan from INCAT International Plc on February 28,200.(5) The Company’s name was changed from INCAT Engineering Solutions BV to Lemmerpoort BV onJanuary 11, 200. Lemmerpoort B V has filed for bankruptcy with effect from January 16, 200.(6) The name of iKnowledge Solutions Inc., changed to Tata Technologies iKS Inc. w.e.f April 05, 200()CADPO Asia Pte Ltd. has been liquidated on Noember , 200(8) In accordance with the Accounting Standard (AS21) Consolidated Financial Statements, thesecompanies hae been consolidated up to the date of liquidation / bankruptcy.(9) CEDIS Mechanical Engineering GmbH was merged into INCAT GmbH, Germany pursuant to an orderdated June 22, 200, effectie April 01, 200.(10) Name changed from Tata Technologies Sdn Bhd to Granted Reenue Sdn. Bhd. w.e.f. October 04, 200.Granted Reenue Sdn. Bhd. ceased to be subsidiary w.e.f. Noember 26, 20013.5. Significant accounting policies13.5.a Use of EstimatesThe preparation of the financial statements in conformity with GAAP requires the management ofthe Company (Management) to make estimates and assumptions that affect the reported amountsof reenue and expenses during the year and balances of assets and liabilities and disclosuresrelating to contingent liabilities as at the date of financial statements.oisions are made for all known losses and liabilities, future unforeseeable factors that may affectthe profit on fixed price seice contracts and also towards likely expenses for proiding postalesclient support on such contracts.13.5.b Revenue recognition13.5.ceenue from seices on time and materials contracts is recognized when seices are renderedand related costs are incurred i.e. based on certification of time sheets and billed to clients as perthe terms of specific contracts. In case of fixed price contracts, reenue is recognized oer the lifeof the contract based on milestones achieed as specified in the contracts or by proportionatecompletion method on the basis of the work completed. Foreseeable losses on such contracts arerecognized when probable.eenue from rendering Annual Maintenance Seices (SAERP) is recognized proportionatelyoer the period in which seices are rendered.eenue from third party software products and hardware sale is recognized upon deliery.Income from interest and rent is recognized on time proportion basis.Fixed assetsFixed assets are stated at cost, less accumulated depreciation. Costs include all expenses incurred tobring the assets to its present location and condition. Direct costs are capitalized till the assets areready for use and include financing costs relating to any borrowing attributable to the acquisitionof the fixed assets.Software not exceeding Rs. 25,000 is charged off to the Profit and Loss Account.

13.5.d DepreciationDepreciation is proided on Straight Line Method (SLM) oer the estimated useful lies of theassets. Estimated useful lies of assets are as follows:Type of AssetEstimated useful life (years)Leasehold Land 95Buildings13.5.e Leases13.5.f15 to 2.5Plant and Machinery 1 to 21Computer Equipments 1 to 4Furniture and Fixtures 5 to 16Vehicles 3 to 10Software Licenses 1 to 5Lease arrangements where the risks and rewards incident to ownership of an asset substantiallyest with the lessor, are recognized as operating lease. Lease under operating leases is recognizedin the Profit and Loss Account on a straight line basis.Foreign Currency transactions and translations of foreign operationsIncome and expenses in foreign currencies are recorded at the exchange rates preailing on thedate of the transaction.Monetary current assets and current liabilities that are denominated in foreign currency translatedat the exchange rates prealent as at the Balance Sheet date and the profit / loss so determined andalso the realised exchange gains / losses are recognized in the Profit and Loss Account.All foreign operations hae been identified as nonintegral to the operations of the Company.The translations of functional currency into reporting currency is performed for Balance Sheetsaccounts using the exchange rates in effect at the Balance Sheet date and for the reenue andexpense accounts using appropriate aerage exchange rates for the respectie years. The gains orlosses resulting from such translations are accumulated in a foreign currency translation resee.emium or discount on forward contracts is amortised oer the life of such contract and isrecognized as income or expense in the Profit and Loss Account13.5.g InvestmentsInestments are classified into current inestments and long term inestments.urrent inestments are carried at lower of cost and market alue. Any reduction in Loss carryingamount and reersals of such reductions are charged or credited to the Profit and Account.Long term inestments are stated at cost less proision for diminution in the alue of suchinestments. Diminution in alue is proided for where the management is of the opinion that thediminution is of permanent nature.13.5.h Impairment of AssetsAt each Balance Sheet date, the Company reiews using internal resources the carrying amounts ofits fixed assets to determine whether there is any indication that the assets suffered an impairmentloss. If any such condition exists, the recoerable amount of the asset is estimated in order todetermine the extent of impairment loss. Recoerable amount is the higher of an asset’s net sellingprice and alue in use. In assessing alue in use, the estimated future cash flows expected fromcontinuing use of the asset and from its disposal are discounted to their present alue using a pretax rate that reflects the current market assessments of time alue of money and the risks specificto the asset.eersal of impairment loss is recognized immediately as income in the Profit and Loss Account.6

Fourteenth annual report 2002008Tata Technologies Limited6813.5.i13.5.jInventoriesInentories are alued at lower of cost or net realisable alue. Cost is ascertained on a moingweighted aerage basis.Employee Benefits(i)(ii)(iii)(iv)(v)GratuityThe Company has an obligation towards gratuity, a defined benefit retirement plan coeringeligible employees. The plan proides for a lump sum payment to ested employees atretirement, death while in employment or on termination of employment of an amountequialent to 15 to 30 days salary payable for each completed year of seice. Vesting occursupon completion of e years of seice. The Company makes annual contributions togratuity fund established as trust. The Company accounts for the liability for gratuity benefitspayable in future based on an independent actuarial aluation.SuperannuationThe Company has two superannuation plans, a defined benefit plan and a definedcontribution plan. An eligible employee on April 1, 1996 could elect to be member of eitherplan.Employees who are the members of the defined benefit superannuation plan are entitled tobenefits depending on the years of seice and salary drawn. The monthly pension benefitsafter retirement range from 0.% to 2% of the annual basic salary for each year of seice.The Company and the said subsidiaries account for superannuation benefits payable infuture under the plan based on an independent actuarial aluation.With effect from April 1, 2003, this plan was amended and benefits earned by coeredemployees hae been protected as at March 31, 2003. Employees coered by this plan areprospectiely entitled to benefits computed on a basis that ensures that the annual cost ofproiding the pension benefits would not exceed 15% of salary.The Company maintains separate irreocable trusts for employees coered and entitled tobenefits. The Company contributes up to 15% of the eligible employees’ salary to the trusteery year. Such contributions are recognized as an expense when incurred. The Companyhas no further obligation beyond this contribution.Bhavishya Kalyan Yojana (BKY)Bhaishya Kalyan Yojana is an unfunded defined benefit plan. The benefits of the planaccrue to an eligible employee at the time of death or permanent disablement, while inseice, either as a result of an injury or as certified by the appropriate authority. The monthlypayment to dependents of the deceased/disabled employee under the plan equals 50%of the salary drawn at the time of death or accident or a specified amount, whicheer ishigher. The Company accounts for the liability for BKY benefits payable in future based on anindependent actuarial aluation.Post-retirement Medicare SchemeUnder this Scheme employees get medical benefits subject to certain limits of amount,periods after retirement and types of benefits, depending on their grade and location atthe time of retirement. The Company account for the liability for postetirement medicalscheme based on an independent actuarial aluation.Provident FundThe eligible employees of the Company are entitled to receie benefits under the proidentfund, a defined contribution plan, in which both employees and the Company make monthlycontributions at a specified percentage of the coered employees’ salary (currently 12% of

(vi)13.5.k Taxation13.5.lemployees’ salary). The proident fund contributions, as specified under the law, are paid tothe proident fund set up as irreocable trust by the Company and pension amount is paidto Regional Proident Fund Commissioner and the Central Proident Fund under the StatePension Scheme.Compensated absencesThe Company proides for the encashment of leae or leae with pay subject to certainrules. The employees are entitled to accumulate leae subject to certain limits, for futureencashment. The liability is proided based on number of days of unutilized leae at eachBalance Sheet date on the basis of an independent actuarial aluation.urrent income tax expense comprises taxes on income from operations in India and foreigntax jurisdictions. Income tax payable in India is determined in accordance with the proisions ofIncome Tax Act, 1961. Tax expense relating to oerseas operations is determined in accordancewith tax laws applicable in countries where such operations are domiciled.Deferred tax expense or benefit is recognized on timing differences being the difference betweentaxable income and accounting income that originate in one period and are capable of reersalin one or more subsequent periods. Deferred tax assets and liabilities are measured using the taxrates and the tax laws that hae been enacted or substantiely enacted by the Balance Sheet date.Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognizedto the extent that there is irtual certainty that taxable income will be aailable to realise theseassets. All other deferred tax assets are recognized to the extent that there is reasonable certaintythat future taxable income will be aailable to realise these assets.onsequent to the introduction of Fringe Benefit Tax (FBT) effectie April 1, 2005, in accordancewith the guidance note on accounting for fringe benefits tax issued by the ICAI, the Company hasmade proision for FBT and the same is disclosed under proision for taxation.Employee Stock OptionsIn accordance with the Employee Stock Option Scheme and Employee Stock Purchase SchemeGuidelines, 1999 issued by Securities and Exchange Board of India (SEBI), the Company introducedEmployee Stock Option Plan 2001 (TTESOP 2001) in 200001. As per the Plan, the options weregranted at fair alue as determined by an independent aluer as on the date of the grant and henceno compensation cost has been recognized.13.5.m Earnings per shareThe earnings considered in ascertaining the Company’s earnings per share comprise the net profitafter tax and include the posttax effect of any extraordinary items. The number of shares used incomputing basic earnings per share, is the weighted aerage number of shares outstanding duringthe year. The number of shares used in computing diluted earnings per share comprises the sharesconsidered for deriing basic earnings per share and also number of equity shares that could haebeen issued on the conersion of all dilutie potential equity shares.13.5.n Borrowing costsBorrowing costs that are directly attributable to the acquisition, construction or production of aqualifying asset are capitalized as part of the cost of that asset. Borrowing costs are capitalized aspart of the cost of a qualifying asset when it is probable that they will result in future economicbenefits to the enterprise and the costs can be measured reliably. Other borrowing costs arerecognized as an expense in the year in which they are incurred.69

Fourteenth annual report 2002008Tata Technologies Limited13.6. Notes to Accounts13.6.a Contingent liabilitiesAs atMarch 31, 2008Rs. LakhsAs atMarch 31, 200Rs. Lakhsa) Bills discounted 4,881.13 3,6.93b) Income Tax demands disputed in appeals 150.93 20.01c) Sales Tax demands disputed in appeals 53.01 52.6d) Seice Tax demands disputed in appeals 464.38 460.8213.6.b Capital CommitmentsThe estimated amount of contracts remaining to be executed on capital account and not proidedfor is Rs. 2.94 Lakhs ( net of adances) as at March 31, 2008 (March 31, 200 : Rs. 111.56 Lakhs).13.6.c Major components of deferred tax arising on account of timing differences are:As atMarch 31, 2008Rs. LakhsAs atMarch 31, 200Rs. LakhsDeferred tax liabilities:Depreciation 351.09 203.56Accelerated Capital Allowances 61.67 142.06Interest capitalized - 0.Others 6 .08 6.62Sub-total 418.84 353.01Deferred tax assets:Depreciation in excess of capital allowances 381.46 411.30Proision for expenses u/s. 43B 290.86 114.35Others 101.95 190.05Sub-total 774.27 .0Deferred Tax Asset /(Liability) Net 355.43 362.6913.6.d Disclosure in respect of Lease assets1. Disclosure in respect of finance leases:Assets taken on lease0As atMarch 31, 2008Rs. LakhsAs atMarch 31, 200Rs. LakhsTotal of Minimum lease paymentsNot later than one year 6.42 15.44Later than one year and not later than e years 15.95 25.2922.37 40.73Less: Interest 1.56 3.10Present Value of Minimum lease paymentsNot later than one year 5.9 14.24Later than one year and not later than e years 14.84 23.3920.81 37.63

2. Disclosure in respect of operating leases:Assets taken on leaseAs atMarch 31, 2008Rs. LakhsAs atMarch 31, 200Rs. LakhsTotal of Minimum lease paymentsNot later than one year 844.04 964.92Later than one year and not later than e years 1,403.19 1,6.502,247.23 2,732.42Lease payment recognised in the statement of profitand loss for the year13.6.e Computation of Earnings per share992.78 933.612007-2008 2006200Earnings Per Share(a) Profit for the period after minority interest Rs. Lakhs 2,999.78 1,628.(b) The weighted aerage number of OrdinaryShares for Basic EPS Nos. 36,051,458 35,401,560(‘c) The nominal alue per Ordinary Share Rupees 10.00 10.00(d) Earnings Per Share (Basic) Rupees 8.32 4.60(e) Profit after tax for Basic & Diluted EPS Rs. Lakhs 2,999.78 1,628.(f ) The weighted aerage number of OrdinaryShares for Basic EPS Nos. 36,051,458 35,401,560(g) Add: Adjustment for Employee Stock Options Nos. 381,584 419,119(h) The weighted aerage number of OrdinaryShares for Diluted EPS Nos. 36,433,042 35,820,69(i) Earnings Per Share (Diluted) Rupees 8.23 4.5513.6.f Movement in Goodwill and Capital ReserveGoodwillAs atMarch 31, 2008As atMarch 31, 200Rs. LakhsRs. LakhsAs at the beginning of the period 40,749.50 3,669.58Translation difference (2,715.31) 3,380.6Deductions / Adjustments during the period – * (300.)As at the end of the period 38,034.19 40,749.50* Deduction of Rs. 300. lakhs in the preious year is on account of liquidation ofCADPO Asia Pte Ltd. Rs.182.9 lakhs and Lemmerpoort BV (formerly called as INCAT EngineeringSolutions BV, Netherlands) Rs..96 lakhs.Capital Reserve Rs. Lakhs Rs. LakhsAs at the beginning of the period 63.17 148.9Translation difference (5.06) 1.63Deductions / Adjustments during the period – * (8.25)As at the end of the period 58.11 63.17* Deduction of Rs. 8.25 lakhs in the preious year is on account of liquidation of Tata TechnologiesInestments Pte Ltd.

Fourteenth annual report 2002008Tata Technologies Limited213.6.g Employee BenefitsiiiDefined benefit plans/long term compensated absences – as per actuarial valuations as onMarch 31, 2008In Rs. LakhsGratuity SuperannuationBKYCompensatedabsencesPostretirementMedicareSchemeComponents of employer expenseCurrent Seice cost 88.62 2.43 11.44 30.15 26.22Interest cost 6.16 33.6 41.90 11.94 10.89Expected return on plan assets (90.65) (39.15) Actuarial Losses/(Gains) 180.35 68.90 49. 14.32 (12.46)Total expense/(income) recognised inthe Statement of Profit & Loss Account254.48 90.94 102.51 56.41 24.65Actual Contribution and BenefitPayments for year ended March 31, 2008Actual benefit payments 153.95 48. 249.0 1.90 3.41Actual Contributions 342.00 .60 N/A N/A N/Aiii Net asset/(liability) recognised inBalance Sheet as at March 31, 2008Present Value of Defined BenefitObligation 1,108.00 435.0 0.59 195.88 151.06Fair alue of plan assets 1,261.53 449.92 – – –Net asset/(liability) recognised inBalance Sheet 153.53 14.22 (470.59) (195.88) (151.06)iv Change in Defined BenefitObligations (DBO) during the yearended March 31, 2008Present Value of DBO at beginning of year 92.94 446.06 6.8 141.3 129.82Current Seice cost 88.62 2.43 11.44 30.15 26.22Interest cost 6.16 33.6 41.90 11.94 10.89Actuarial (gains)/ losses 124.24 (23.38) 49. 14.32 (12.46)Benefits paid (153.95) (48.) (249.0) (1.90) (3.41)Present Value of DBO at the end of year 1,108.01 435.70 470.59 195.88 151.06vChange in Fair Value of Assets duringthe year ended March 31, 2008Plan assets at beginning of year 1 ,038.95 4 .62 N/A N/A N/AActual return on plan assets 34.53 (53.13) N/A N/A N/AActual Company contributions 342.00 5.60 N/A N/A N/ABenefits paid (153.95) (48.) N/A N/A N/APlan assets at the end of year 1,261.53 449.92 N/A N/A N/Avi Actuarial AssumptionsDiscount Rate 8.50% .% 8.50% 8.50% 8.5%Expected Return on plan assets 8.00% 8.00% N/A N/A N/ASalary escalation 5%.5% N/A 5%.5% N/A 5%.5%Medical cost inflation N/A N/A N/A 4.00% N/Avii The major categories of plan assets aspercentage of total plan assetsDebt securities 3% 100% N/A N/A N/ABalances with banks 2% 0% N/A N/A N/Aviii Effect of one percentage point changein assumed Medical inflation rateOne percentagepoint increase inMedical inflation rateOne percentage pointdecrease in Medicalinflation rateReised DBO as at March 31, 2008 209.33 183.65Reised seice cost for 2002008 31.25 25.02Reised interest cost for 2002008 12.3 9.48

13.6.h Segment ReportingSegment reporting is made on the basis of the geographical location of customer.USA India Rest of theWorldTotalRs. LakhsReenues 55,090.0 23,202.49 31,528.58 109,821.Identifiable operating expenses 41,35.89 16,666.60 31,.16 89,519.65Allocated expenses 560.25 359.16 104.8 1,024.28Segmental operating Income 12,94.56 6,6.3 306.55 19,2.84Unallocable expenses 14,335.23Other Income 194.31Net profit before taxes 5,136.92Taxes2,13.14Net profit after taxes2,999.8Fixed assets used in the Company’s business or liabilities contracted hae not been identified to anyof the reported segments, as fixed assets and seices are used interchangeably between reportedsegments.13.6.i Related Party Disclosures for the year ended March 31, 20081 Parent Company Tata Motors Limited2 Fellow subsidiarie TAL Manufacturing Solutions Ltd.2 HV Axles Ltd.3 HV Transmission Ltd. Sheba Properties Ltd. oncorde Motors (India) Ltd.6 Telco Construction Equipment Co. Ltd. Tata Daewoo Commercial Vehicle Co. Ltd.8 Tata Motors Insurance Seices Ltd.9 Tata Motors European Technical Centre Plc.0 Tata Motors Finance Limited Tata Macropolo Motors Ltd.2 Tata Motors (Thailand) Ltd.3 TML Holdings Pte Ltd., Singapore TML Distribution Company Limited3 Key Management Personnel Mr. P. R. McGoldrick Key Management Mr. W. K. Harrisersonnel in subsidiary 2 Mr. H. Hutchinsonompanies 3 Mr. Fernando iedo Mr. D. Myers Mr. L. James6 Mr. W. Zofgen Mr. Marcus Schleer8 Mr. Kein Noe9 Mr. Ramesh Indhewat0 Mr. Yoshihiko Takebe Mr. T. Rajasekaran3

Fourteenth annual report 2002008Tata Technologies Limitedb) Transactions with the related partiesIn Rs. LakhsParticularsParentCompanyFellowsubsidiariesKeyManagementPersonnelPurchase of goods – – –Sale of goods (inclusie of sales tax) 1,151.04 239.6 –Purchase of Fixed Assets – – –Sale of Fixed Assets – – –Seices receied – – 1,26.19Commissions paid – – –Seices rendered 15,415.03 2,222.83 –Commissions receied – – –Finance gien (including loans, equity & ICD) 14,865.00 – –Finance taken (including loans, equity & ICD) 12,910.00 – –Interest/Diidend paid/(receied) (net) 514.25 0.10 11.20Amount receiable 1,440.12 2.99 –Amount payable 651.36 – –Amount receiable (in respect of adances gien) – – –Amount payable (in respect of adances taken) – – –Amount receiable (in respect of ICDs) 3,805.00 – –Amount receiable (in respect of loans) – – –Amount payable (in respect of loans) – 0.56 –A statement of transactions with the related parties is attached herewith.13.6.j Conversion into Indian RupeesFor the purpose of consolidation, the financial statements of foreign subsidiaries hae been translatedinto its immediate parent companies currency and the same has been on the following basis:All income and expenses items are conerted at the aerage rate of exchange applicable for theyear. All assets and liabilities are translated at the closing rate as on the Balance Sheet date. Theresulting exchange differences on account of translation at the year end are transferred to translationresee.13.6.k The preious year figures hae been relassified/regrouped and recast to conform to current year’sclassification.

Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companiesNet aggregate amount of profits / (losses) forpreious financial years of the subsidiary, sinceit became a subsidiary so far as they concernmembers of the Company:Net aggregate amount of profits/(losses) of thesubsidiary for the financial year of the subsidiaryso far as they concern members of the Company:Shares of the subsidiary held by theCompany directly or through subsidiarycompany on March 31, 2008Name of the subsidiary Financial year ofthe subsidiaryended onSr.No.not dealt with inthe accounts of theCompany for the yearended March 31, 2008dealt with in theaccounts of theCompany for the yearended March 31, 2008not dealt with inthe accounts of theCompany for the yearended March 31, 2008dealt with in theaccounts of theCompany for the yearended March 31, 2008Number and face alue Extent of% holdingRs. Lakhs Rs. Lakhs Rs. Lakhs Rs. Lakhs100.00 Nil 60.69 N/A 0.591 Tata Technologies Pte Limited March 31, 2008 86,463,9 Ordinary shares ofSGD 1 each fully paid100.00 Nil .94 N/A (1.25)* March 31, 2008 4 Ordinary shares of RM 1 eachfully paid2 Granted Reenue Sdn Bhd (Formerlyknown as Tata Technologies Sdn. Bhd.)100.00 Nil (.3) N/A (190.61)* March 31, 2008 05,341 ordinary shares at 50Baht each3 INCAT (Thailand) Limited (formerlyknown as TATA Technologies (Thailand)Limited100.00 Nil (.30) N/A 406.494 INCAT International Plc Ltd. * March 31, 2008 24,2,000 Ordinary shares ofPenny 1 each fully paid100.00 Nil (38.13) N/A 6.895 INCAT Limited * March 31, 2008 10,000 Ordinary shares of GBP1 each fully paid99.24 Nil 1,042.50 N/A 1,418.316 INCAT Systems Inc. * March 31, 2008 1,50,000 common stock – classA and 8,85,000 commonstock – class B, with no par alue INCAT Solutions of Canada Inc. * March 31, 2008 1 share of no par alue 99.24 Nil (114.92) N/A (113.15)8 Integrated Systems Technologies de * March 31, 2008 N/A 99.24 Nil 26.64 N/A 55.0Mexico, S.A. de C.V.9 Tata Technologies iKS Inc. (preiously * March 31, 2008 31,400 shares of no par alue 100.00 Nil (311.06) N/A (261.35)known as iKnowledge Solutions Inc.)10 INCAT GmbH * March 31, 2008 1,640 ordinary shares of EURO 1 each100.00 Nil (123.43) N/A 9.1811 INCAT SAS * March 31, 2008 0,000 shares of Euros 1 each 100.00 Nil (359.02) N/A 26.3912 INCAT KK * March 31, 2008 300 shares of Yen 100,000 each 100.00 Nil (105.69) N/A (96.50)13 INCAT Holdings BV * March 31, 2008 40 Ordinary shares of EURO 100.00 Nil 146.06 N/A (114.65)453. each fully paid*By irtue of Section (4) (1) ( C) of the Companies Act, 1956, these are subsidiaries of the Company.Note: Refer Note 13.4 of the Notes of Accounts of the Consolidated Financial Statements, for details on the consolidation of accounts including those of the remaining four Subsidiaries, which were/are underliquidation/ bankruptcy/ merger.For and on behalf of the BoardS. Ramadorai P. R. McGoldrick R. GopalakrishnanChairman Managing Director DirectorSamrat Gupta P. P. Kadle Anubhav KapoorChief Financial Officer Director Company SecretaryDate : April 30, 2008 C. RamakrishnanPlace : Mumbai Director

Fourteenth annual report 2002008Tata Technologies Limited6Statement pursuant to exemption received under Section 212(8) of the Companies Act, 1956 relating to subsidiary companiesIn Rs. LakhsProposedDiidendProfit AftertaxationProisionfor taxationTurnoer ProfitBeforeTaxationInestments Otherthan Inestment inSubsidiariesTotalLiabilitiesCapital Resees TotalAssetsExchangeRateS.No. Name of Subsidiary Company Country ReportingCurrency1 INCAT International Plc U.K. GBP 9.69 193.66 4,056. 5,22.19 9.06 – 153.01 (.30) – (.30) –2 INCAT Systems Inc USA USD 39.95 ,893.55 (34,214.3) 14,8.18 31,09.36 – 53,8.3 1,682.89 632.41 1,050.49 –USA USD 39.95 0.13 (454.45) 18. 642.03 – 848. (244.83) 66.23 (311.06) –3 Tata Technologies iKS Inc.(preiously known as iKnowledgeSolutions Inc.)Mexico USD 39.95 62.06 231.88 519.43 225.49 – 1,08.13 38.32 11. 26.85 –4 Integrated Systems Technologiesde Mexico SA de CV5 INCAT Solutions of Canada Inc Canada USD 39.95 0.40 (82.) (42.2) 39.62 – 340.52 (153.2) (3.46) (115.80) –6 INCAT Limited UK GBP 9.69 .9 1,2.23 5,990.6 4,35. – 15,409.81 (35.00) 3.13 (38.13) – INCAT GmbH Germany EURO 63.11 103.51 1,693.33 4,252.96 2,456.13 – 8,800.9 (163.15) (39.) (123.43) –8 INCAT SAS France EURO 63.11 44.18 (32.28) 1,30.63 2,013.3 – 3,952.64 (359.02) – (359.02) –9 INCAT KK Japan YEN 0.40 120.81 (288.13) .41 214. – 104.94 (104.9) 0.2 (105.69) –10 INCAT Holdings BV Netherlands EURO 63.11 11.46 (10.) 3. 2.88 – .64 146.06 – 146.06 –Thailand BAHT 1.28 451.81 (28.92) 532.29 368.40 – 494. (.3) – (.3) –11 INCAT (Thailand) Limited (formerlyknown as TATA Technologies(Thailand) Limited)12 TATA Technologies Pte Ltd. Singapore SGD 28.94 25,421.33 21,341.25 ,085.31 322.3 – 1,3.16 60.69 – 60.69 –Malaysia MYR 11.81 0.00 (0.00) – – – 8.11 .94 – .94 –13 Granted Reenue SdnBhd.(Formerly known as TataTechnologies Sdn Bhd)Notes:1. As required under para i of the Approal letter dated May 16, 2008, issued by the Ministry of Company affairs, Indian rupee equialents of the figures gien in foreign currencies in the accounts of the subsidirycompanies, hae been gien based on the exchange rates as on 31.03.2008.2. Refer Note 13.4 of the Notes of Accounts of the Consolidated Financial Statements, for details on the consolidation of accounts including those of the remaining four Subsidiaries, which were/are under liquidation/bankruptcy/ merger.

Tata Technologies LimitedRegistered Office: 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune 411 057Attendance SlipName :Address :Folio No. :I hereby record my presence at the FourtEenth Annual General Meeting of the Company at 25, Rajiv Gandhi Infotech Park, Hinjawadi,Pune 411 057, at 11.00 a.m. on Monday, July 21, 2008.SignatureNotes: 1. Member/Proxyholder wishing to attend the meeting must bring the Attendance Slip to the meeting and hand over thesame duly signed, at the entrance.2. Member / Proxyholder desiring to attend the meeting should bring his copy of the Annual Report for reference at themeeting.Tata Technologies LimitedRegistered Office: 25, Rajiv Gandhi Infotech Park, Hinjawadi, Pune 411 057ProxyI/We.........................................................................................................................................................................................................................................................................of..................................................................................................................................... in the district of, ........................................................................................... beinga Member/Members of the above named Company, hereby appoint................................................................................................................................................................................................................of..........................................................................in the district of, ....................................................................or faling him......................................................................................................................................................................of........................................................................in the district of.................................................................................................................................as my/our Proxy to attend and vote for me/us and on my/our behalf atthe Fourteenth Annual General Meeting of the Company, to be held on Monday, July 21, 2008, or at any adjournment thereof.Signed this..................................................................................................................day of...................................................................................................................2008Reference Folio:No. of Shares:SignatureAffix15 PaiseRevenueStampThis form is to be used *in favour of the resolution. Unless otherwise instructed, the proxy will act as he thinks fit.*against*Strike out whichever is not desired.Notes:The proxy must be returned so as to reach the Registered Office of the Company, not less than Forty-Eight Hours before thetime for holding the aforesaid meeting.