TATA TECHNOLOGIES EUROPE LIMITEDLiquidiert

TATA TECHNOLOGIES EUROPE LIMITED

Stuttgart

Jahresabschluss zum 31 March 2012

Report and financial statements 2012

Contents

Officers and professional advisers

Directors' report

Directors Responsibilities Statement

Independent auditor's report

Profit and loss account

Balance sheet

Notes to the financial statements

Officers and professional advisers

Directors

Secretary

Regístered office

Business address

Bankers

Auditor

Directors' report

The Directors present their annual report and the audited financial statements for the year ended 31 March 2012

Principal activities

Tata Technologies Europe Limited provides solutions to leading manufacturers and their suppliers in the automotive, aerospace and general manufacturing industries, to help them realise product superiority through product lifecycle management, engineerig and design, and the provision of IT hardware and software and ongoing support

Business review

This Business Review has been prepared solely to provide additional information to shareholders as a body to assess the company's strategies and the potential for those strategies to succeed, and therefore should not be relied on by any other party or for any other purpose

This Review contains forward-looking statements and these statements

Tata Technologies Europe Limited is the single European trading entity of Tata Technologies Limited (TTL), an Indian company TTL operates a global operating model, details of this structure and a more comprehensive review of the year can be found in its Annual Report which is published ci its web site, www tatatechnologies com

Tata Technologies Europe Limited recorded a 37% increase in turnover over the prior year and forecasts show such growth continuing This growth, in spite of the recession, is explained by two factors Firstly the improvement in trading conditions in the countries where Tata Technologies Europe Limited operates Secondly the company has secured multi-year IT and Engineering contracts from leading Automotive OEMs which have contributed significantly to revenue during the year, and will continue in the coming year

The company made a profit of £4 7mn (INR 357 6mn) (2011 profit of £3 2mn (INR 226 6mn) and the outlook is for higher profits as the European economy recovers from recession Significant Investments continue to be made in both sales and infrastructure to ensure that the company stays at the leading edge in its industry in terms of the services and solutions it can offer its chents The Company does not consider any non financial key performance areas

Going Concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review above The directors' report and financial statements also describes the financial and liquidity positron of the Company and the Company's objectives, policies and processes for managing its principal risks

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future Accordingly, they continue to adopt the going concern basis in preparing the financial statements

Future outlook

With its pragmatic approach to business, strong client relationships, unique service offerings and with the financial backing and global reach of the new Tata Technologies Group, the company continues to be well placed for future success and growth

Dividends

The directors do not recommend the payment of a dividend for the year (2011 £nil)

Principal risks and uncertainties

There are a number of potential risks and uncertainties which could have a material impact on the company's long-term performance

Competitor risk

The company's main markets are becoming increasingly competitive interationally The development of new technologies could result in significant new competition emerging which may have a material effect on the company's business

Technological change

The technology upon which the company's products and services are based, and the products and services which are sold, may become obsolete or may not continue to have sufficient market acceptance to create adequate demand for the company's products and services In order to compete successfully, the company will need to continue to improve its product and services and to develop and market new products and services that keep pace with technological change

Credit risk

The Company does business with multiple customers where it offers credit period Delays or defaults in client payments could result in working capital shortages and reduction of Company's profits To mitigate this risk the Company has implemented policies that require appropriate credit checks on potential customers before sales are made

Failure to recruit and retain staff

As the company places great importance on the customer service provided by its knowledgeable, unbiased and appropriately trained staff, its business may be adversely affected by any inability to recruit and retain sufficient personnel of the right calibre

The company's future success depends on its continuing ability to attract and subsequently retain highly skilled and qualified personnel in relation to management, sales support, marketing and technical personnel The group in the past has recruited internationally and moved people around amongst its operations There can be no guarantee that changes in immigration laws in the relevant jurisdictions will allow this practice to continue

Reliance on certain sectors, clients and suppliers

The company mainly derives its revenues from two key sectors automotive and aerospace If both of these sectors were to experience a significant period of decline at the same time, this could have a significant adverse effect ci the trading of the company The automotive industry is in recessioni presently but aerospace is not yet in decline Efforts are underway to diversify our customer base further to dilute these risks

Changes in relationships with the company's suppliers may restrict its ability to sell a wide range of Product Lifecycle Management ("PLM") products at competitive prices

These relationships, which are not governed by any long-term contractual framework, can change over time as a result of many factors including changing personnel either at the group or at the suppliers, or change in ownership of the suppliers, or differences over the manner in which products are sold by the company

Capital expenditure and fixed assets

The company invested £448,681 (INR36,578,540), 2011 £288,408 (1NR 20,611,567) during the period in capital expenditure This expenditure was principally to support the growth in business by providing additional hardware to support consultants

Suppliers

The company's policy is to settle terms of payment with suppliers when agreeing the terms of each transaction, ensure that suppliers are made aware of the terms of payment and abide by the terms of payment

Environment

The company recognises the importance of its environmental policies Initiatives designed to minimise the company's impact on the environment include safe disposal of office waste, recycling and reducing energy consumption

Charity and Donation

The Company has not contributed material amount of charity or donation in from of any monetary contribution (2012 - £1000, 2011 - NIL)

Employees

The company is conscious that its employees are critical contributors to its success The company continues to provide employees with relevant information and to seek their views on matters of common concern The group encourages good communications with employees which are initially established through publication of a monthly newsletter distributed to all employees

It is the policy of the company to support the employment of disabled employees where possible, both in recruitment and by retention of employees who become disabled while in the employment of the company

Directors

The Directors, who served throughout the financial year and to the date of this report, are as shown on page 1

Auditor

Each of the persons who are a director at the date of approval of this report confirms that

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006

Deloitte LLP have expressed their willingness to continue m office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting

Approved by the Board of Directors
and signed on behalf of the Board

Directors Responsibilities Statement

The Directors are responsible for preparing the Annual Report and the financial statements m accordance with applicable law and regulations

Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements m accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period In preparing these financial statements, the directors are required to

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities

Independent auditor's report to the members of TATA Technologies Europe Limited

We have audited the financial statements of TATA Technologies Europe Limited for the year ended 31 March 2012 which comprise the Profit and Loss Account, the Balance Sheet, and the related notes 1 to 19 The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed

Respective responsibilities of directors and auditor

As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements m accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements In addition, we read all the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report

Opinion on financial statements

In our opinion the financial statements

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion

Profit and boss account Year ended 31 March 2012

There are no recognised gains or losses in either the current or the prior financial year other than stated above and therefore no separate Statement of total recognised gains and losses is presented

All results are derived from continuing poerations

Balance sheet At 31 March 2012

These financial statements of Tata Technologies Europe Limited, registered No 02016440, were approved by the Board of Directors and authorised for issue on 23rd July 2012

Signed on behalf of the Board of Directors

Notes to the financial statements Year ended 31 March 2012

1. Accounting policies

The financial statements are prepared in accordance with applicable United Kingdom accounting standards The particular accounting policies adopted, which have been applied consistently throughout the current and the prior financial year, are described below

Basis of Preparation

The financial statements are prepared under the historical cost convention and in accordance with applicable United Kingdom accounting standards

Going Concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Business Review above The directors' report and financial statements also describes the financial and liquidity position of the Company and the Company's objectives, policies and processes for managing its principal risks

The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future Accordingly, they continue to adopt the going concern basis in preparing the financial statements

Turnover

Turnover represents amounts receivable for goods and services net of value added tax and trade discounts, together with sales commissions' receivable For contracts which are for the supply of services and hardware on a time and material basis , turnover is recognised as goods and services are delivered

For long term contracts, turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract Revenues derived from variations on contracts are included only when they have been agreed by the customer

Tangible fixed assets and depreciation

Tangible fixed assets are stated at cost less depreciation and any provision for impairment Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows

Residual value is calculated on prices prevailing at the date of acquisition

Stocks

Stocks are valued at the lower of cost and net realisable value alter making due allowance for obsolete and slow-moving items

Long-term contracts

Amounts recoverable on long-term contracts, which are included in debtors, are stated at the net sales value of the work done less amounts received as progress payments ci account Excess progress payments are included in creditors as payment on account

Pension costs

The company operates a defined contribution pension scheme Contributicis are charged to the profit and loss account as they fall due

Operating leases

The annual rentals on operating leases are charged to the profit and loss account on a straight-line basis over the life of the lease

Foreign exchange

Transactions denominated in foreign currencies are translated to the functional currency at the rates ruling at the dates of the transactions Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated at the rates ruling at that date These translation differences are dealt with in the profit and loss account

Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date

Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less, at a future date, at rates expected to apply when they crystallise based on current tax rates and law or substantively enacted by the balance sheet date Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included m the financial statements Deferred tax is not provided on timing differences arising from the revaluation of fixed assets where there is no commitment to sell the asset Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered Deferred tax assets and liabilities are not discounted

Cash flow statement

The company is a wholly owned subsidiary and the cash flows of the company are included in the consolidated cash flow statement of Tata Motors Limited Consequently the company is exempt under Financial Reporting Standard No 1 (Revised) from the requirement to prepare a cash flow statement

General note on translation to Indian Rupees

The financial information is prepared m accordance with UK GAAP and is expressed in Pounds Sterling, the functional currency of the company The balances presented in Indian Rupees alongside the Pound Sterling balances represent the UK GAA? balances translated into Indian Rupees at a fixed exchange rate of 1 Pounds Sterling = INR 76 34320 for the profit and loss account and 1 Pounds Sterling = INR 81 52457 for the Balance Sheet as at 31 March 2012 (Prior Year 1 Pounds Sterling = INR 70 8220 for the profit and loss account and 1 Pounds Sterling = INR 71 4668 for the Balance Sheet as at 31 March 2011) These have been provided solely for the convenience of the reader and to meet the requirements of Section 212 of the Indian Companies Act, which requires that a parent company must also file subsidiary financial statements in India These translations should not be construed as a representation that any or all the amounts could be converted into Indian Rupees at this or any other rate, or that any of all of the amounts presented are prepared in accordance with Indian GAAP

2. Turnover

In the opinion of the directors, the company's activities constitute one class of business

3. Profit on ordinary activities before taxation

Profit on ordinary activities before taxation is stated alter charging the following

4. Interest receivable and similar income

5. Interest payable and similar charges

6. Directors' emoluments

The remuneration of the highest paid director was £136,699 92 (INR 10,435,953) in the current year and £128,265 (INR 9,083,984) m the year ended 31 March 2011 A loan receivable from one of the Director's amounting to £75,000 (INR 6,114,343) (2011 £75,000) (INR 5,360010) exists at the balance sheet year end

Nicholas Sale who served during the period and in previous year was member of a money purchase pension scheme

7. Employees

The average monthly number of employees (including directors) during the period was

Pension costs

The company operates a "Personal Pension Plan" whereby the company agrees to pay a defined contribution for eligible employees into the employee's own personal pension scheme The pension charge represents contributions payable by the company for the period The charge for the period is £324,221 (INR 24,752,084) (2011 £336,477 (INR 23,829,986) The company's liability is hmited to the amount of the contribution The liability for meeting future pension payments rests solely with the employees' personal pension schemes

8. Tax on profit on ordinary activities

Factors affecting the taxation rate

The taxation rate for each period is different to the standard rate of corporation tax in the UK of 26% (2011 28%) The differences are reconciled below

The 2011 Budget introduced a reduction in the main rate of corporation tax from 26% to 25% effective 1 April 2012 This change was substantively enacted on 19 July 2011 and as such deferred tax at the balance sheet date has been recognised at the 25% rate on the basis that it will materially reverse alter 1 April 2012

In the 2012 Budget, issued on 21 March 2012, the Chancellor announced that the main rate of corporation tax would be further reduced to 24% with effect from 1 April 2012, with further annual 1% rate reductions down to 22% by 1 April 2014 As these future rate reductions had not been enacted at the balance sheet date, they have not been reflected m these financial Statements The effect of these tax rate reductions will be accounted for in the period they are substantively enacted

9. Tangible fixed assets

10. Stocks

11. Debtors: amounts falling due within one year

Considering the business profitability of the company and based on budgets approved by the Board of Directors, the company believes that the deferred tax asset created in the books of account is recoverable

12. Creditors: amounts falling due within one year

All amounts owed to group undertakings are repayable on demand and no interest was charged in either the current or the prior financial year

13. Deferred taxation

Movement on deferred taxation asset in the period

14. Called up spare capital

15. Profit and loss account

16. Reconciliation of movements in shareholder's funds

17. Annual commitments under non-cancellable operating leases

At 31 March, the company had annual commitments under non-cancellable operating leases as follows

18. Related party transactions

The company has taken advantage of the exemption available in FRS 8 "Related Party Transactions" not to disclose details of transactions with fellow group companies

19 Ultimate parent company and controlling party

The immediate parent company is INCAT International plc, a company registered in the United Kingdom The ultimate parent company and controlling party of the company is Tata Motors Limited, a company registered in India

Tata Motors Limited is the parent company of the largest group to which this company belongs and for which group financial statements are prepared The smallest group to which this company belongs and for which group financial statements are prepared is headed by Tata Technologies Limited, an intermediate parent company Copies of the consolidated financial statements of Tata Motors Limited can be obtained from Bombay House, 24 Homi Mody Street, Mumbai, 400 001, India