LETTER OF OFFER

For Equity Shareholders of the Company Only

TITAN INDUSTRIES LIMITED

(Previously known as Titan Watches Limited)
(Originally incorporated in the State of Tamil Nadu on July 26, 1984 as Titan Watches Limited under the Companies Act, 1956 as a
public limited company. Obtained the certificate of commencement of business on November 26, 1984. On September 21, 1993, we
changed our name to Titan Industries Limited.)
Registered Office: 3, SIPCOT Industrial Complex, Hosur 635 126; Tel: +91 4344 554199; Fax: +91 4344 276037
Corporate Office: Golden Enclave, Tower A, Airport Road, Bangalore 560 017; Tel: +91 80 5660 9000; Fax: +91 80 2526 3001
Web site: www.titanworld.com; Email: rightsissue@titan.co.in; Contact Person: Mr. D. Krishnan
For private circulation to the Equity Shareholders of the Company only
LETTER OF OFFER
ISSUE OF 21,13,813 PARTLY CONVERTIBLE DEBENTURES (PCDs) OF Rs. 600 EACH FOR CASH AT PAR AGGREGATING
Rs. 1,26,82,87,800 ON RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF THE COMPANY IN THE RATIO
OF ONE PCD FOR EVERY TWENTY EQUITY SHARES HELD ON MARCH 6, 2006 (i.e. THE RECORD DATE)
GENERAL RISKS
Investments in equity and equity related securities involve a degree of risk and Investors should not invest any funds in this
Issue unless they can afford to take the risk of losing their investment. Before taking an investment decision, Investors must
rely on their own examination of the Issuer and the Issue, including the risks involved. The securities have not been recommended
or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this
document. Investors are advised to refer to the section titled “Risk Factors” beginning on page 4 of this Letter of Offer before
making an investment in this Issue.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Letter of Offer contains all
information with regard to the Issuer and the Issue, which is material in the context of this Issue, that the information contained
in this Letter of Offer is true and correct in all material respects and is not misleading in any material respect, that the opinions
and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Letter of
Offer as a whole or any such information or the expression of any such opinions or intentions misleading in any material respect.
CREDIT RATING
The Partly Convertible Debentures being offered through this Letter of Offer have been rated by:·
z CRISIL Limited as A/Stable (indicates adequate degree of safety with regard to timely payment of interest and principal on
the instrument)·
z ICRA Limited as LA (indicates adequate credit quality)
LISTING
The existing Equity Shares of the Company are listed on Bombay Stock Exchange Limited (“BSE”), The National Stock
Exchange of India Limited (“NSE”) and the Madras Stock Exchange Limited (“MSE”). The Company has received “in-principle”
approvals from BSE, NSE and the MSE for listing the Equity Shares and Non Convertible Debenture (NCDs) arising from this
Issue vide letters dated January 27, 2006, January 30, 2006 and January 3, 2006, respectively. The Designated Stock Exchange
for the Issue shall be the BSE.
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

JM Morgan Stanley Private Limited Intime Spectrum Registry Limited

141 Maker Chambers III, C-13, Pannalal Silk Mills Compound
Nariman Point, Mumbai 400 021 LBS Marg, Bhandup, Mumbai 400 078
Tel: +91 22 5630 3030 Tel: +91 22 2596 0320
Fax: +91 22 5630 1694 Fax: +91 22 2596 0329
Web site: www.jmmorganstanley.com Website: www.intimespectrum.com
Email: titanrights@jmmorganstanley.com E-mail: titan@intimespectrum.com

ISSUE PROGRAMME
ISSUE OPENS ON LAST DATE FOR REQUEST FOR ISSUE CLOSES ON
SPLIT APPLICATION FORMS
March 25, 2006 April 8, 2006 April 24, 2006
 TABLE OF CONTENTS
SECTION I : DEFINITIONS AND ABBREVIATIONS ........................................................................................... 1
Conventional / General Terms ..................................................................................................................... 1
Issue Related Terms .................................................................................................................................... 1
Abbreviations ................................................................................................................................................ 2
Company / Industry related terms ................................................................................................................ 3
SECTION II : RISK FACTORS .............................................................................................................................. 4
SECTION III : INTRODUCTION ............................................................................................................................ 17
Summary ...................................................................................................................................................... 17
The Issue ...................................................................................................................................................... 20
Selected Financial Information .................................................................................................................... 21
General Information ...................................................................................................................................... 27
Capital Structure ........................................................................................................................................... 31
Objects of the Issue ...................................................................................................................................... 37
Basis for Issue Price .................................................................................................................................... 46
Statement of Possible Direct Tax Benefits available to Titan Industries Limited and its Shareholders .... 49
Promise versus Performance ....................................................................................................................... 53
SECTION IV : ABOUT THE ISSUER COMPANY ................................................................................................ 54
Industry Overview ......................................................................................................................................... 54
Business ....................................................................................................................................................... 55
History and Corporate Information ............................................................................................................... 72
Management ................................................................................................................................................. 93
Promoters ..................................................................................................................................................... 102
Related Party Transactions .......................................................................................................................... 105
Dividend policy ............................................................................................................................................. 109
Exchange Rates and Currency of Presentation .......................................................................................... 109
SECTION V : FINANCIAL STATEMENTS ........................................................................................................... 112
Financial Statements .................................................................................................................................... 113
Selected Financial Data (As Per Unconsolidated Restated Summary
Financial Statements Under Indian GAAP) ................................................................................................. 193
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations Of
Titan Industries Limited In Accordance With Unconsolidated Indian GAAP .............................................. 195
Financial and Other Information of Group Companies ................................................................................ 209
SECTION VI : LEGAL AND OTHER INFORMATION .......................................................................................... 221
Outstanding Litigation and Defaults ............................................................................................................. 221
Government Approvals ................................................................................................................................. 237
Material Developments ................................................................................................................................ 238
Description Of Certain Indebtedness ........................................................................................................... 240
SECTION VII : OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................... 241
Stock Market Data For Equity Shares of Our Company ............................................................................. 247
SECTION VIII : ISSUE INFORMATION ................................................................................................................ 249
SECTION IX : MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY ........................... 267
SECTION X : OTHER INFORMATION ................................................................................................................. 273
Material Contracts and Documents for Inspection ...................................................................................... 273
Declaration ................................................................................................................................................... 275

SECTION I : DEFINITIONS AND ABBREVIATIONS
Term
“Titan”, “the Company”,
“our Company”, “we” or “us”
“Associate(s)”, “Associate
Company” or “Associate
Companies”
“Subsidiary” or “Subsidiaries”
Conventional / General Terms
Term
Act/ Companies Act
Articles
Auditor
Board or Board of Directors
Capital or Share Capital
Delisting Guidelines
Equity Share(s) or Share(s)
Equity Shareholder(s)/
Shareholders
fiscal / Fiscal
Memorandum
SEBI Act, 1992
SEBI DIP Guidelines
Stock Exchanges
Takeover Code
Issue Related Terms
Term
CAF
Consolidated Certificate
Date of Allotment
Designated Stock Exchange
Draft Letter of Offer
TITAN INDUSTRIES LIMITED
Description
Unless the context otherwise requires, refers to Titan Industries Limited, a public limited
company incorporated under the Companies Act, having its registered office at 3, SIPCOT
Industrial Complex, Hosur 635 126
Currently means (i) Questar Investments Limited, (ii) Rockbourne Holding B.V.,
(iii) Samrat Holdings Limited, (iv) Tanishq (India) Limited, (v) Titan Holdings Limited,
(vi) Titan International (Middle East) FZE, (vii) Titan International Investments B.V.,
(viii) Titan International Marketing Limited, (ix) Titan Mechatronics Limited, (x) Titan
Properties Limited, (xi) Titan Watches & Jewellery International (Asia Pacific) Pte Limited,
either individually or collectively, as the context may require
Currently means (i) Titan Brand Holdings N.V., (ii) Titan Holdings International B.V.,
(iii) Titan Time Products Limited, and (iv) Titan Watch Company Limited either individually
or collectively, as the context may require
Description
The Companies Act, 1956, as amended from time to time
Articles of Association of the Company
Statutory auditors of the Company, being A. F. Ferguson & Co., Chartered Accountants
Board of Directors of the Company
Share capital of the Company, as on a specific date
SEBI (Delisting of Securities) Guidelines, 2003
Means the Equity Share(s) of the Company having a face value of Rs. 10, each fully
paid-up
Means the holder of Equity Share(s)
Financial Year ending March 31, unless otherwise specified
Memorandum of Association of the Company
The Securities and Exchange Board of India Act, 1992, as amended from time to time
The SEBI (Disclosure and Investor Protection) Guidelines, 2000, as amended
BSE, NSE or MSE, individually or collectively, as the context may require
The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as
amended from time to time
Description
Composite Application Form
In case of multiple physical shares, the Company would issue one consolidated certificate
for the Equity Shares allotted to one folio
Shall mean the date on which the Equity Shares and NCDs are allotted to Investors
The designated stock exchange for the Issue shall be the BSE
Draft Letter of Offer dated December 30, 2005 filed with SEBI for its comments
1
 Investor(s) Shall mean the holder(s) of Equity Shares of the Company as on the Record Date, i.e.
March 6, 2006 and Renouncees, who are eligible to apply for and receive their Rights
Entitlement, subject to applicable law
Issue Issue of 21,13,813 partly convertible debentures (PCDs) of Rs. 600 each for cash at par
aggregating Rs. 1,26,82,87,800 on rights basis to the existing Equity Shareholders of
the Company in the ratio of one PCD for every twenty Equity Shares held on the Record
Date
Issue Closing Date April 24, 2006
Issue Opening Date March 25, 2006
Issue Price Rs. 600 per PCD
Khokha Buy- back Scheme For the benefit of the prospective applicants in this Issue, the Company along with JM
Morgan Stanley Private Limited (JMMS), Lead Manager to the Issue, has finalized
arrangements for sale by the applicants, if they so wish, of the NCDs . This arrangement
for the buyback of the NCD is referred to as the Khokha Buy- back Scheme
Lead Manager or JMMS JM Morgan Stanley Private Limited
Letter of Offer This Letter of Offer dated March 9, 2006, filed with the Stock Exchanges, after receiving
and incorporating the observations by SEBI on the Draft Letter of Offer
NCD Secured Redeemable Non Convertible Debenture of Rs. 250 each being Part B of the
PCD.
PCD Partly Convertible Debenture comprising Part A - convertible portion of face value
Rs. 350 which would be compulsorily and automatically converted into one Equity Share
of Rs. 10 each at a premium of Rs. 340 on allotment and Part B - NCD of face value Rs.
250
Record Date Shall mean the record date fixed by the Company for the purpose of this Issue, being
March 6, 2006
Registrar to the Issue or Registrar Intime Spectrum Registry Limited
Renouncees Shall mean the persons who have acquired Rights Entitlements from Equity Shareholders
Rights Entitlement The number of PCDs that a shareholder is entitled to, on the basis of the ratio decided, in
proportion to his/her shareholding in the Company as on the Record Date

Abbreviations
Term Description

AGM Annual General Meeting

AS Accounting Standard, issued from time to time by the Institute of Chartered Accountants
of India

BSE Bombay Stock Exchange Limited

CDSL Central Depository Services (India) Limited

DP Depository Participant

EDC Economic Development Corporation, Goa, Daman and Diu

EGM Extraordinary General Meeting

FEMA Foreign Exchange Management Act, 1999

FII(s) Foreign Institutional Investors registered with SEBI under applicable laws

HUF Hindu Undivided Family

2
 TITAN INDUSTRIES LIMITED

Debenture Trustee or IL&FS IL&FS Trust Company Limited

Income Tax Act The Income Tax Act, 1961 and amendments thereto

MSE Madras Stock Exchange Limited

NRI(s) Non Resident Indian(s)

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

OCB Overseas Corporate Bodies

RBI The Reserve Bank of India

SEBI Securities and Exchange Board of India

Sq. ft. Square feet

Company / Industry related terms

Term Description

AS 9100 This standard defines the processes for manufacturing quality management systems as
required by the companies engaged in manufacturing of aerospace products, systems
and components. AS 9100 is a certifiable standard which includes the industry specific
requirements and also the regulations applicable. This standard stresses the importance
of safety, reliability and airworthiness of products manufactured and demands a high
degree of traceability across the value chain. Society for Automotive Engineers (SAE)
administer the certifications of AS 9100 under the regulations brought about by
International Aerospace Quality Group (IAQG)

Karat The karat system is used to state the amount of pure gold found in an item

ISO 14001 This standard defines the processes for environment management system

ISO 17025 This is a standard for designing, validating and implementing performance based test
methods for analysis of metals, ores and related materials

ISO 9000 This is a standard for quality management system

NADCAP NADCAP is complimentary to AS 9100 quality systems requirements. NADCAP earlier

referred to as National Aerospace and Defense Contractors Accreditation Program
specifies the Quality Systems requirements for ‘special processes’ involved in
manufacturing of aerospace parts. The special processes include the surface treatment,
surface coating, and non-destructive inspection procedures. NADCAP is administered
by Performance Review Institute (a body under Society of Automotive Engineers). Many
of the OEMs in aerospace industry recommends that their suppliers engaged for special
processes gets certified to NADCAP

Per Troy Ounce The troy ounce is the traditional unit of weight for precious metals. One troy once is equal
to 31.035 grams

PPM Parts per million

TS 16949 This is a quality systems standard for the manufacturers and suppliers of automotive
products. TS 16949 is developed on the lines of ISO 9001:2000 standard to include
specific focus on automotive industry. The certification of a company to TS 16949 standard
depicts good quality management with higher focus on process capability improvements
and meeting customer requirements

3
 SECTION II : RISK FACTORS

An investment in PCDs, NCDs and/or Equity Shares involves a high degree of risk. You should carefully consider
all the information in this Letter of Offer, including the risks and uncertainties described below, before making an
investment in our PCDs, NCDs and/or Equity Shares. If any of the following risks actually occur, our business,
results of operations and financial condition could suffer, the price of our PCDs, NCDs and/or Equity Shares could
decline, and you may lose all or part of your investment. The consolidated financial and other implications of
material impact of risks concerned, unless otherwise specified, wherever quantifiable, have been disclosed in the
risk factors mentioned below.
INTERNAL RISK FACTORS
Our results of operation vary from period to period and may not be indicative of our growth in the future.
Our business is highly dependent upon the constantly changing needs, desires and aspirations of our customers
and any failure on our part to meet their requirements may be critical to our business operations. Our revenues are
difficult to predict and are likely to fluctuate due to a number of factors, many of which are outside of our control.
These factors include:

changes in our pricing policies or those of our competitors;

our ability to successfully anticipate and offer products that our customers demand;

our ability to successfully launch new products on a timely basis to reduce our cost structure, including fixed
costs, to streamline our operations and to reduce product costs;

the timing of our or our competitors’ new products or product enhancements or any delays in such introductions
by us; and

macro economic changes affecting the purchasing power of our customers.
For the year ended March 31, 2005 our total income was Rs. 1,17,058.78 lakhs as against Rs. 93,164.21 lakhs for
March 31, 2004. Our past sales growth may not be indicative of our growth in the future. Our operating expenses are
budgeted based on our estimates of revenues. A high percentage of our expenses are fixed, particularly expenses
related to our personnel and facilities, which are fixed in advance for specific periods. Our operating results may
vary significantly from period to period, due to the seasonal nature of the businesses in which we operate. Our
inability to accurately estimate, assume, predict or forecast future trends may adversely affect our brand image,
financial performance and customer satisfaction targets.
It may be difficult for us to predict market trends and the tastes of our customers. Further, we cannot
guarantee the retention or expansion of our customer base.
An important element of our business involves predicting the trends in fashion and the choices of the customer. Our
customer’s choices are also dependent on their geographical location, cultures and customs. Though we constantly
strive to meet the expectations of our customers, we may not be able to meet their fashion and innovation expectations
and may not be able to launch quality products, to address the requirements of our customers. We may also have
to incur additional costs and expenses to study the market, develop suitable products and effectively market the
same. Our competitors who are engaged in similar businesses and target the same audience may be able to
service the needs of such customers better than us. We may assume on the basis of our internal estimates that
certain new lines of business may be profitable. Any inability to gauge market trends, competition and other factors
which affect our businesses could have a serious impact on our brand image, market share and financial performance.
Further, we may be unable to determine the correct time to launch our products in the market and any time or cost
overruns in such launch could adversely affect our results of operations.
We are highly dependent on our watch business for our profitability.
We are highly dependent on our watch business for our profits. The sales income of the watch business accounts
for 52.93% of the total sales income for fiscal 2005. Our watch business could face the threat of eroding margins
and loss of market share as a result of increase in competition.

4
 TITAN INDUSTRIES LIMITED

Our business is seasonal in nature, with a major portion of our domestic sales arising in the third and fourth
quarter of the financial year.
Our business exhibits seasonality due to the bunching up of festivals like Durga Puja, Diwali, Christmas winter
clearance sale and the marriage season in this period (October-January), in which historically we have reported
higher sales. Our sales in the second half of financial year has constituted 56.15%, 61.47% and 61.12% of the total
sales in fiscal 2005, fiscal 2004 and fiscal 2003 respectively. In certain other geographies, like Europe and South
East Asia we have noticed similar trends, particularly during Christmas. We incur certain fixed operating costs like
employee costs, lease rentals, store-operating costs, distribution and logistics costs irrespective of the consumer
purchasing trends. Any major decline in sales during the festive seasons could have a material adverse effect on
our revenues, profitability and financial condition.
We incur substantial costs on account of advertisements and celebrity endorsements.
Advertising is very critical and a major driver of our sales and revenue, in both the watch and jewellery segments.
We have also entered into agreements with various celebrities for the endorsement of our products. We have
agreements with a leading advertising agency, to provide creative inputs and create campaigns for our products. In
light of the same, we incur substantial costs in advertising and other related aspects. For the financial year ended
March 31, 2005 we had incurred an expenditure of Rs. 7,689.46 lakhs, towards advertising and sales promotion, as
against Rs. 5,982.21 lakhs, incurred for the financial year ended March 31, 2004. As the market becomes more
competitive, we do not forsee any reduction in our expenditure on advertising or its proportion to total expenditure.
Moreover, our agreements with our celebrity brand ambassadors are limited by time and would require renewal on
mutually acceptable commercial terms.
The success of our business is dependent on our distribution and supply chain.
We strive to keep optimum inventory at our stores and distribution centers to control our working capital requirements.
For this a strong supply chain system is essential to ensure availability of merchandise at the stores. Our inability to
manage adequate availability or to determine the right merchandise for the store will affect our business as we are
a customer driven business. We may not be able to always provide the customer with his choice and requirement.
Our distribution chain is also very critical to ensure access to customers across the country. Any disruption or
significant increase in margins for retailers could affect our distribution operations. We make constant efforts to
ensure distribution through our franchisees and regional stockists based on our market survey. However, we cannot
assure you that our distribution chain for watches and jewellery will continue to be efficient or sustainable.
Further, we cannot assure you that certain external agents like courier agents who carry our products, will be able
to meet our time schedules or expectations. Any inefficiency in the supply or distribution chain could adversely
affect our business results and financial performance.
We rely on certain vendors and suppliers for various products that we require as part of our business, over
whom we may not be able to exercise any control.
We are highly dependent on certain external suppliers of raw materials, components, precision equipment and
other inputs required in our business, especially in the watches and jewellery segment. We source quartz movements,
dials, electronic circuit boards, casings, links, straps from certain manufacturers to meet and/or supplement our
internal resources and requirements for the watches segment. We source precious metals like gold, silver, and
precious stones like diamonds, sapphires, emeralds, rubies, zircons from bullion banks in India and certain other
individual/corporate suppliers. Further, since our jewellery distribution network involves marketing high value items,
we place emphasis on appropriate packaging to ensure that our products are safe and free from any defect. In the
precision engineering business, we source special raw materials for aerospace applications from overseas locations.
We have also engaged indigenous vendors to carry out special processes such as plating, anodization and sub
zero treatment. While we believe, these external suppliers supply products that meet our need and requirements,
including levels of promptness, quality and quantity specified by us, we may not be able to exercise any control over
these contracting parties in case of any breach of their contractual obligations or the prescribed performance
parameters. The loss or expiry of these contracts or our inability to renew them or negotiate contracts with other
providers at comparable rates could harm our business. Also, any delays or non conformance to quality requirements
by our suppliers will impact our ability to meet our customers’ requirements and thus impact our business continuity
in the long term.

5
The people visiting our showrooms, retail outlets including malls and large retail chain stores are critical
for our success.
Our showrooms (whether Company owned or franchised) should be strategically located to ensure that they are
easily accessible to our customer base. Public places such as malls, our showrooms and various other franchised
stores where our products may be located could be likely targets for pilferage or unforeseen acts of violence
(including terrorist acts and rioting), which may impact our business. Any theft or violence in such public places
could cause damage to life and property, and also create a negative impression in the mind of the customer and
their willingness to visit public places. It is impossible for us to quantify the financial impact of such a risk.
Competition is increasing in the markets that we operate.
We face severe competition in the business areas in which we operate. Significant increase in competition in the
markets in which we sell our products may erode our market share and force us to reduce our prices, which could
adversely affect our business and results of operation.
Finished watch products are subject to competition from domestic manufacturers, luxury Swiss watchmakers and
inexpensive watches made by the unorganized sector, at various price points and targeted at different consumer
markets. Competition from low cost players, particularly manufacturers from China and Hong Kong who have lower
cost structures and enjoy similar benefits, enables them to compete significantly especially on price. The unorganized
sector, mainly cheap imports and fakes, accounts for a substantial portion of the watch sales in the Indian market.
We also compete at the national level with brands like Maxima and Timex. International companies having several
renowned brands and supported by strong manufacturing and marketing skills, past financial performance, advertising
budgets and marketing skills are slowly entering the Indian market. These companies include Casio, Citizen, Esprit,
Giordano, Omega, Rado, Seiko, Swatch, Tag Heuer, and Tissot. The watch industry is also subject to competition
from other products that include a time keeping function, including mobile phones.
The competition in the jewellery sector is primarily from the local traditional family jewellers and a few national or
international players. We believe that the main competitive factors in our markets are price, service quality, sales
and marketing skills, the ability to develop customized products with suitable technological and industry expertise.
We may not be able to compete against the unorganized sector and the local players, since we do not intend to
compromise on the standards of our exquisite designs, the purity of precious metals and studded jewellery used
and the overall high quality of products that we assure our customers. Further, our offerings may be priced at a
premium compared to our competitors, especially in view of our fixed overheads and national scale of operations.
We face competition from regional players including Mehrasons Jewellers (Delhi), Tribhuvandas Bhimji Zaveri
(Mumbai), B.C. Sen and P.C. Chandra (Kolkata), G.R. Thanga Maligai (Chennai) and C. Krishnaiah Chetty
(Bangalore). We expect competition in the branded jewellery market to increase due to the high potential for growth
and demand for branded jewellery. Certain international players like Damas have also entered the Indian markets
with their range of offerings.
Local competition in the precision engineering industry is mainly from a few small and medium enterprises who
have limited exposure to export markets and to some extent from established manufacturers like Larsen & Toubro
Limited and Godrej and Boyce Limited.
Our reputation and the quality of our products is a major driver in our business.
We are part of the Tata group of companies and share the same values and high quality standards as the other
companies in the Tata group. We rely extensively on our standard operating procedures and internal systems for
the effective functioning of our manufacturing processes and to ensure the quality of our products from the
manufacturing stage to the final stage of sale to the customer. However, our products, especially watches and
studded jewellery may contain undetected flaws, which could result in claims against us and damage our reputation,
regardless of our responsibility for such a failure or defect. Any deviation from our internal procedures or if we are
unable to meet the high quality and precision products expected from us by the public, may adversely affect our
reputation and brand image and it may be difficult to regain customer confidence thereafter.

6
 TITAN INDUSTRIES LIMITED

We place significant reliance on our proprietary intellectual property to develop our products and services.
We will lose our competitive edge if any of our competitors appropriate such intellectual property, which we
may not be able to adequately protect. We may be subject to certain intellectual property infringement and/
or unauthorized parties may infringe upon or misappropriate our intellectual property.
We rely on a combination of trade secrets, trademarks, copyright laws, patents, license agreements, confidentiality
and non-disclosure agreements with employees and third parties and other contractual provisions imposed on our
consulting partners, designers and other to protect our proprietary intellectual property rights. We cannot assure
you that these protections will adequately protect our proprietary rights or that our competitors will not independently
develop products that are equivalent to ours. We cannot assure you that our proprietary intellectual property rights,
particularly those arising from our watch and jewellery manufacturing and marketing operations in India or overseas
are not or will not be infringed or copied by our competitors or other persons. Such competitors (particularly from the
unorganized sector) or other persons may produce, imitate or replicate identical, similar or equivalent products and/
or services at a much lower cost and with minimal effort, and such infringement could adversely affect our sales and
results of operations.
Although we believe that our intellectual property rights do not infringe on the intellectual property rights of any other
party, infringement claims may be asserted against us in the future. If we become liable to third parties for infringing
their intellectual property rights, we could be required to pay substantial damages and be forced to develop non-
infringing technology or products or obtain a license for the same. There are currently no pending or threatened
intellectual property claims against us.
Our product development cycle is long.
Our product development cycle for watches, jewellery and precision engineering is long due to the various processes
and testing that a product has to pass through before the decision for commercial production is taken. We spend a
considerable amount of time and money in order to effectively market our offerings, including by way of internal
discussions with customers, design, prototyping and pilot marketing efforts to gauge customer expectations and
demands. These efforts may not necessarily result in our products being preferred by such customers. In such
cases, we may have incurred substantial expenses during the product sales cycle, which we may not be able to
recoup.
We rely on our existing machinery for our production purposes and the failure of any of these machines will
slowdown production affecting our business cycle.
We rely extensively on our machines situated at our various facilities for the manufacture of various components
used in our businesses. These machines though old are currently operational and are being maintained and serviced
internally. In most cases, the original equipment manufacturers are either no longer existing, have been acquired or
have upgraded their products without providing technical support for the earlier range. The parts required for these
machines may no longer be available. Therefore, we cannot guarantee the continuous performance of these machines.
Any breakdown in their performance may have a significant effect on our production cycle.
We may not be able to increase our current production capacity to meet increased demand for our products.
Most of our factories, particularly those engaged in the manufacture/assembly of watches and for precision engineering
are running near peak capacity, if not full capacity. We may have to expand or set up new facilities to be able to
meet any increase in demand. If we are unable to meet the increase in demand for our products, we may not be able
to achieve our production targets or market expectations and any delays may adversely affect our business operations
and financial performance.
We rely extensively on the IT systems that have been implemented and any failure of the same may affect
our business.
We have entered into enterprise resource planning software arrangements with SAP and Oracle for our watches
and jewellery business, respectively. This enables us to facilitate the dissemination of information effectively and to
provide connectivity across our various business functions. As our business processes are IT enabled, any failure
in our IT systems or loss of connectivity or any loss of data arising from such failure can impact us adversely. The
financial impact of the aforesaid risk cannot be reasonably quantified or predicted. We may not be able to keep
abreast with the latest technologies and hence some of our existing technologies may become obsolete, perform
less efficiently as compared to the newer and better technologies. Further, the costs of upgrading or implementing

7
such technologies, upgrading our existing equipment or even expanding capacity could be significant and could
adversely affect the results of our operations.
We currently carry out various operations in relation to our business from leased premises and the non
renewal or termination of any of these leases shall severely affect our operations.
Majority of our manufacturing/assembly facilities in relation to watches, jewellery and precision engineering are on
leased premises. Certain strategically located and commercially viable showrooms from which we operate have
also been taken on lease. In the event that the existing leases are not renewed or terminated by the lessor(s) for any
reason, we would not only have to incur substantial expenditure in relocating our operations, but may also lose
revenues during the interim period. Further, the owners of certain of our leased showrooms located in New Delhi
have received notice from the Municipal Corporation of Delhi (MCD) informing the owners that the buildings in
which the showrooms are located are unauthorized contructions. The owners have filed their responses to these
notices and are awaiting the response of the MCD. In the event that we are required to relocate our showrooms due
to termination of the lease agreements, we may possibly lose certain customers who may not visit the new location
of the showroom.
We have entered into and in the future may enter into strategic partnerships technical collaborations and
other investments, some of which may not have been successful or face other risks associated therewith,
including identifying opportunities, effectively utilising the benefits arising therefrom.
In 1992, we invested in a joint venture company, Timex Watch Limited, for manufacturing Timex watches, a leading
American watch brand. The sales, distribution and marketing of Timex watches were also undertaken by us. However,
due to divergence of interests, we have fully exited from the joint venture company. Timex is now a majority stake
holder in Timex Watch Limited.
In 2003, we entered into a technical know how and licensing agreement to import, manufacture and sell, Tommy
Hilfiger watches in India. We commenced marketing operations from 2004 onwards. However, we cannot assure
you that we will be successful in this arrangement.
In the future, we may enter into similar arrangements, which may be unsuccessful or could disrupt our ongoing
business, distract our management and employees and adversely affect our results of operations. We propose to
enter into commercial arrangements with respect to prescription eyewear retailing as an extension of our Fastrack
sunglasses. As on the date of this Letter of Offer, we have not entered into any letter of intent, or definitive commitment
or agreement for any material strategic acquisitions, partnerships, joint venture, technical collaborations, except as
stated elsewhere in this Letter of Offer.
Any inability to manage our growth could impact our profitability.
In fiscal 2005, 2004 and 2003, our total income have grown to Rs. 1,17,058.78 lakhs, Rs. 93,164.21 lakhs and
Rs. 75,137.41 lakhs respectively, representing a compounded annual growth rate of 27.90%. We expect our growth
to place significant demands on our management and other resources, including on our Subsidiaries and branch
offices in various international jurisdictions. We may also set up new manufacturing facilities. Continued expansion
increases the challenges involved in recruiting, training and retaining skilled technical, sales and management
personnel; adhering to our high quality and process execution standards; and maintaining high levels of customer
satisfaction. Any inability to manage and integrate such growth may have an adverse effect on our business, results
of operation and financial condition.
The high price of gold and other precious metals may affect our stock price and sales of jewellery.
The price of gold and silver has risen steeply in recent times to reach an all time high of US$ 575.35 and US$ 9.93
per troy ounce respectively. Though this seems to have had a positive effect on our stock prices there may be a
price correction in the near future which could adversely affect our stock holders. In addition, the sudden peaking of
gold and silver rates may adversely affect the sale of such jewellery at our showrooms. Further, we cannot assure
you that the prices of these precious metals will not continue to rise or that their natural source will not be depleted
or become a restricted commodity. Similarly, we may have no control on the value of our Equity Shares/ NCDs and/
or the sale of jewellery if the price of these precious metals were to fall dramatically in the future. Past performance
is not an indication of future trends.

8
 TITAN INDUSTRIES LIMITED

There are restrictions on the import of gold into India.

Currently, under the laws of India, there are certain restrictions on the import of gold, including restrictions on import
of gold from overseas banks and single borrower restrictions. We cannot assure you that these restrictions will be
removed or liberalised. We have currently entered into contractual/loan arrangements with the Bank of Nova Scotia,
Corporation Bank and the State Bank of India in order to procure the metal for our business requirements of the
Jewellery Division. In view of the historical rise in the price of gold, we cannot assure that we will be able to secure
such loans on same, if not more favourable terms in the future. Further, we cannot assure that we will be able to
source sufficient quantities of high quality gold at a reasonable price and from recognised dealers.
Changes over time in the taxation rates on our products and the raw materials, will continue to affect our
profits.
We have been in the business of manufacturing watches for two decades. Over the years, there has been an
increase in the rate of taxation of our products and raw materials that we require. This has affected us in the past
and may continue to have a significant impact on our business. For instance, the rate of excise duty payable on
watches has increased from 2% in 1989 to 16% in this financial year. The Central Government has with effect from
fiscal 2005 imposed an excise duty of 2% on branded jewellery, which duty would be leviable if the brand name or
the trade name, is indelibly affixed or embossed on the article of jewellery itself. It has been clarified that hallmarking
cannot be considered as branding for the purpose of excise levy. As our jewellery is sold under the brand name of
‘Tanishq’, we are liable to pay this excise duty. Our competitors may not have to pay this excise duty for their
unbranded products. Further, there is no certainty that the rate of excise duty on branded jewellery will not be
increased in the years to come.
The Indian jewellery industry is predominantly unorganized and there is no compulsory quality certification
mechanism within the sector.
The jewellery business in India is unorganized and we are highly dependent on agents and sellers for our supply of
diamonds and other precious stones. We rely on certain trained professionals to grade and sort the diamonds that
we procure for our business. Any interruptions or disruptions of such supply, will severely affect our watches and
jewellery, business especially in those offerings where we rely extensively on diamonds. Further, the Indian jewellery
industry does not have to comply with any compulsory certification nor does it benefit from any statutorily recognized
rating agency, which can certify the quality/purity of the precious metal and/or stone. Unlike in Europe and USA,
hallmarking of jewellery is a voluntary process in India. In order to maintain our high quality standards, we may not
be able to effectively compete against unscrupulous competitors.
We may not be able to hire and retain qualified design personnel; large portion of our designs are outsourced.
Our ability to create designs and manufacture products, which meet the customer’s expectations, depends largely
on our ability to attract, train, motivate and retain qualified and experienced design professionals, particularly jewellery
and watch designers. Our designers in engineering design, particularly those who use specialized software are also
important for our business. Competition for such special skills in the watch, jewellery and precision engineering
industries is intense. In addition, we engage the services of several freelance and external designs for certain
projects. We cannot assure you that we will be able to protect the design rights which accrue or that this external
talent pool will not be utilized by our competitors for their own projects.
We depend on the talent and experience of our senior and key managerial personnel.
We are significantly dependent on the experience and continued efforts of our senior and key managerial personnel.
we maintain directors and officers liability insurance for our directors. The loss of one or more members of our
senior managerial or key technical personnel would impact our ability to maintain and grow our revenues. We may
be unable to identify, hire or retain the right personnel who meet the above criteria, or we may have trouble maintaining
the current values and culture as we go onto become a larger company. Our culture and values is crucial to our
business plan, and failure to maintain that culture could adversely affect our business and results of operations. The
attrition rate for the period from April 1, 2005 to November 30, 2005 for employees in the LI to L5 level was 8% and
for the employees L6 to senior management was 5.6%. Attrition is calculated as the number of people leaving
divided by manpower as on date plus people who have resigned during the year. Any increase in our attrition rates,
particularly with respect to experienced personnel may adversely affect our growth strategy and significantly impact
our resource management.

9
Certain customer contracts entered into in relation to precision engineering contain clauses that impose
severe penalties on us in the event of any breach of the contract by us.
We have entered into contracts with certain customers in the automobile or other sectors for supply of specific
parts. Under such contracts numerous conditions have been imposed on us, including compliance with prescribed
product and quality specifications. Any failure to comply with such terms will result in our being liable to indemnify
the customer in relation to costs that may be associated with a recall and/or field service action and for all costs
arising from the losses incurred by such customer. These contracts also contain product warranties of up to 36
months. Any failure on our part to comply with any of the terms of such contracts may result in monetary penalties
being imposed on us and may also lead to the termination of such contracts. Further, certain of our contracts require
us to reduce prices with every passing year. Due to such contractual stipulations we are under constant pressure to
reduce costs. However, we may not be able to effectively reduce cost as it may affect our results of operations.
There may be a lack of international awareness for our watches and jewellery products.
We began our foray into the international markets in 1992. We formally started marketing our watches and jewellery
products through our International Business Division in 2002. In order to succeed, we will have to develop an
international sales capability for these products and support the products brand and image among the overseas
consumers and retailers. In international markets we compete with various international and local brands which are
present in that region. Penetrating the international market will involve a large investment in brand building and
advertising. We cannot guarantee that in the event we do incur such costs, it will provide us benefits in the long run.
In this behalf we have incurred losses and written off certain investments made to our Subsidiaries/Associates
located overseas in the past. Further, an international customer may be reluctant or unwilling to pay a higher price
for a product designed and/or manufactured in India as against any of our competitor brands and products. We may
not be able to achieve the sales volume, we have achieved in India, especially since the customer base and brand
perceptions will vary significantly. We cannot be certain that even after carefully assessing and pricing our products,
we will be able to market our products effectively.
Our international operations expose us to complex management, legal, tax and economic risks.
We have Subsidiaries and Associates in 6 countries outside India. Our revenues from our international operations
as a percentage of total revenues for fiscal 2005, fiscal 2004 and fiscal 2003 was 8.28%, 8.98% and 6.03%
respectively. As a result of our expanding international operations we are subject to certain risks inherent to
establishing and conducting operations in international markets, including:

Cost structures and cultural and language factors, associated with managing and coordinating our global
operations;

Compliance with a wide range of foreign laws, including immigration, labour and tax laws;

Restrictions on repatriation of profits and capital; and

Potential difficulties with respect to protection of our intellectual property rights in some countries.
We have a large unionised labour force operating in our factories and assembly units.
We employ several workmen at our various factories who are involved in the watch and jewellery manufacturing
processes. Our work force in the factories are unionised and we have recognised one trade union, which is not
affiliated with any political party. We entered into an agreement with our trade union in relation to the settlement of
wages, which became due for renewal in January 2006. We are currently in the process of initiating negotiations
with the trade union for renewal of the agreement and until a new settlement agreement is entered into we shall
continue to abide by the earlier agreement. In 2003, due to a breakdown in wage negotiations, we had to shut down
operations temporarily for around 67 days. In the past, we have also dismissed certain employees for manhandling
a senior official of our Company. We cannot assure you that such circumstances will not arise again. We currently
believe that our employees do not indulge in any activity that may be prejudicial to the interests of the Company, but
we cannot guarantee that they will continue to act in the same manner. Any failure on our part to effectively manage
them could significantly affect the business and operations of our Company. We may also be forced into discussions
with the trade union in relation to certain matters, which may not be beneficial for the Company.
India has stringent labour legislations that protect the interests of workers, including legislation that prescribes
detailed procedures for dispute resolution and employee removal and imposes certain financial obligations on
employers upon retrenchment. A large number of our employees who work in the factories are subject to the various

10
 TITAN INDUSTRIES LIMITED

benefits available under these labour legislations. The wage settlement agreement with our trade unions expired in
January 2006. We cannot assure you that the settlement agreement will be renewed without any labour unrest or
that the agreement will be renewed on terms favourable to us.
If we improperly handle any of the dangerous materials or if any accidents befall our employees during the
course of our manufacturing processes, we could face significant liabilities that could lower our profits.
We handle certain combustible materials. If improperly handled or subject to unsuitable conditions, these materials
could hurt our employees and other persons, cause damage to our properties and/or harm to the environment.
Further, any accident on the shop floor during the manufacturing process could injure our employees, damage
expensive equipment and/or result in disruption of our business. This could adversely affect our business and
results of operations.
We may not be fully insured for losses we may incur.
We rely on insurance to mitigate certain risks. We have in the past and may in the future choose not to obtain
insurance for certain risks. We have insured our employees, stocks, plant and machinery. For more details on our
insurance coverage please refer to the section titled “Business - Insurance” on page 71 of this Letter of Offer.
Further, our jewellery business involves manufacturing and transportation of high value items, which may not be
sufficiently insured during transit. We cannot assure you that such insurance will always cover all of our assets.
Although we have made attempts to limit and mitigate our liability for damages arising from negligent acts, errors or
omissions through contractual provisions, the limitations of liability set forth in our contracts, particularly in our
precision engineering business, may not be enforceable in all instances or may not protect us from liability for
damages. Changes in our insurance policies, including premium increases or the imposition of large deductible or
co-insurance requirements, could have a material adverse effect on our results of operations, financial condition
and cash flows.
Loan agreements that we have entered into with certain banks and financial institutions contain certain
restrictive covenants.
Our working capital requirements have been and are expected to continue to be extensive. In order to finance our
business, we have entered into secured and/or unsecured loan arrangements with certain banks and financial
institutions. Some of these agreements contain restrictive covenants, which may require us to seek their prior
permission for specific activities, including alteration of our capital structure, incurring expenditure on new projects,
entering into any merger / amalgamation / restructuring and guarantee of obligations on behalf of other companies.
Our secured loan agreements have been secured either by way of hypothecation of certain movable assets, current
assets (including book debts and inventories) or by way of an equitable mortgage of immovable properties. As of
September 30, 2005, the amount outstanding on all our borrowings is Rs. 36,472.31 lakhs. For more details on our
borrowings, please refer to the section titled “Description of Certain Indebtedness” beginning on page 240 of this
Letter of Offer. We may need to obtain additional sources of funding, which may include equity, debt or convertible
debt financing, in the future. A high level of debt, failure to meet the covenants in the loan agreement and poor
business performance could materially affect our ability to fund the operation of our business. If operating cash
flows are not sufficient to meet our expenses as they become due, we may be required to delay or reduce capital
expenditures or the development of new products, be forced to sell or dispose of our assets and/or may have to
forego potential business opportunities.
Our Promoters and other principal shareholders will continue to control us.
Our Promoters, being TIDCO and Tata Sons Limited (and other companies of the Tata group) hold an aggregate of
52.89% of our pre-Issue equity share capital. They currently exercise substantial control over us and inter alia have
the power to elect and remove a majority of our Directors and/or determine the outcome of certain important proposals,
which require the specific approval of our Board of Directors or Shareholders. Assuming the Promoters subscribe to
the entire Issue, they will collectively hold 52.89% of the fully diluted post Issue equity capital. We cannot assure
you that the interest of our Promoters and other major shareholders will not conflict with the interests of other
shareholders, including yourselves.
We may issue fresh shares, which may result in dilution of Investor shareholding in our Company.
Any future equity offerings by us, sale by significant shareholders and/or the issue of Equity Shares pursuant to
grant, vesting and exercise of stock options under any future employee stock option plans or by way of an induction

11
of strategic investors, may lead to a dilution of Investor shareholding in our Company and/or affect the market price
of our Equity Shares and/or NCDs.
We have not been able to meet certain projections made in our last rights issue.
In October 1992 the Company made a rights issue of 1,46,90,900 Equity Shares of Rs. 10 each for cash at a
premium of Rs.40 per Equity Share, aggregating Rs 7,345.45 lakhs. The Company was unable to meet the projections
given in the Letter of Offer. The details are as follows:
Particulars Financial Year 1993 Financial Year 1994 Financial Year 1995
Projection Actual Projection Actual Projection Actual
Sales & Other Income 21,722.00 19,281.00 35,482.00 22,881.00 45,928.00 28,394.00
Net Profit 1,564.00 1,087.00 2,605.00 1,909.00 3,243.00 2,509.00
The main reason for the difference between the projections and the actual achievement is the fact that the jewellery
manufacturing factory in Hosur commenced production only in the first quarter of 1994-95 as against the originally
proposed commissioning date, third quarter of 1993-94 and it took longer than expected for stabilization of production.
Thus, both sales and profits in relation to the business of the Company were affected. For more information please
refer to section titled “Promise versus Performance” beginning on page 53 of this Letter of Offer.
Certain of our overseas Subsidiaries and Associates have incurred losses on an unconsolidated basis.
The following Subsidiaries have incurred losses in the past:
Name of the Subsidiary Loss for
Currency Six months Year ended March 31,
ended
September 2005 2004 2003
30, 2005
Titan Brand Holding N.V Euro in thousand - 136.04 22.54 -
Titan International Holding B.V Euro in thousand 13.14 - - 591.23
The following Associate companies have incurred losses in the past:
(Amount in lakhs)
Name of the Subsidiary Loss for
Currency Six months Year ended March 31,
ended
September 2005 2004 2003
30, 2005
(unaudited)
Rockbourne Holding B.V US$ 2.71 0.10 - -
Titan Holdings Limited INR 4.19 - - -
Titan Properties Limited INR 3.47 -
Titan Watches and Jewellery
International (Asia Pacific)
Pte Limited SGD 1.91 - - -

Nine months Year ended December 31,

ended
September 2005 2004 2003
30, 2005
(unaudited)
Titan International Investments BV Euro 1.12 - 5.33 1.79
Titan International Marketing Limited GBP 2.48 2.88 0.45 1.15

12
 TITAN INDUSTRIES LIMITED

For the six months ended September 30, 2005 and in fiscal 2005, fiscal 2004 and fiscal 2003 we have made a
provision for diminution in value of investments in our Subsidiaries aggregating to Rs. Nil, Rs. 244 lakhs, Rs. 1,000
lakhs and Rs. 1,000 lakhs respectively. Further, for the six months ended September 30, 2005 and in fiscal 2005,
fiscal 2004 and fiscal 2003 we have made a provision of doubtful loans and advances to certain of our Associates
aggregating Rs. 1,773 lakhs, Rs. 3,256 lakhs, Rs. 1,500 lakhs and Rs. Nil respectively.
Though, we cannot provide any assurance that these Subsidiaries and Associates will be profitable or that our
investments will be recovered, we propose to continue funding working capital requirement of these Subsidiaries
and Associates, at current levels including by way of loans and/or equity infusion. The financial performance of
these Subsidiaries and Associates currently adversely affects our results of operation and financial conditions.
We have a number of contingent liabilities, and our profitability could be adversely affected if any of these
contingent liabilities materialise.
Our contingent liabilities as of September 30, 2005 include guarantees given by banks amounting to Rs. 861 lakhs
and claims against the Company not acknowledged as debt viz. sales tax, customs, excise and income tax matters
amounting to Rs. 3,985.77 lakhs. If any of these contingent liabilities materialise, they could adversely affect our
profitability. For more details of our contingent liabilities, please refer to the section titled “Outstanding Litigation and
Defaults” on page 221 of this Letter of Offer.
The funds raised from this Issue will not be appraised by any bank or financial institution.
The objects, including for which funds are being raised in this Issue will be deployed, as stated in the section titled
“Objects of the Issue” beginning on page 37 of this Letter of Offer. These amounts however have not been appraised
by a bank or a financial institution, and the estimates stated herein, are as per our internal assessments and
calculations. We are currently in a sound financial condition and with strong liquidity. However, any unplanned
major increase in the fund requirements for the same, may impact the financial performance of the Company. The
deployment of funds arising from the proceeds of the Issue will be monitored by the Audit Committee of the Board.
Our Company, Subsidiaries, Associates, Promoters and the top five listed companies promoted by Tata
Sons Limited are involved in certain legal proceedings in India.
Our Company, Subsidiaries, Associates, Promoters along with the top five listed companies promoted by Tata
Sons Limited are involved in certain legal proceedings and claims in India in relation to certain civil, criminal,
taxation and other matters. These legal proceedings are pending at different levels of adjudication before various
courts and tribunals. We have in the past and may in the future need to make provisions in our financial statements
in relation to certain legal proceedings, which could increase our expenses and our current liabilities. We cannot
assure you that these legal proceedings will be decided in our favour. Any adverse decision may have a significant
effect on our business and results of operations.
There are 4 civil cases initiated against us for an amount aggregating to around Rs. 5,20,000 (including interest as
applicable). Further in Suit No. 2462 of 1995 there is a demand of Rs. 15,91,200 in addition to a monthly payment
of Rs. 397,800 or prevailing market rate of rent (in addition to interest at the rate of 24% per annum), from the date
of the filing of the suit till the date of delivery of possession of the premises. Also, 4 criminal cases have been
initiated against us for an amount aggregating to around Rs. 1,70,450.
There are 5 civil cases initiated by us for an amount aggregating to around Rs. 65,43,850 and 2 criminal cases
initiated by us for an amount aggregating around Rs. 3,20,000.
In addition to these there are 5 direct tax cases and 19 indirect tax cases involving the Company. The Company has
also initiated 1 arbitration proceeding.
There are also various matters pending at district and state consumer forums that have been filed against the
Company, amounting to approximately Rs. 7,83,152. These matters are in the nature of the disputes wherein the
customers of the Company have either sought a replacement of watches purchased or have in addition to the same
also sought monetary compensation.
For more information regarding the legal proceedings involving the Company, Subsidiaries, Associates, Promoters
and top five listed companies promoted by Tata Sons Limited, please refer to the section titled “Outstanding Litigation
and Defaults” beginning on page 221 of this Letter of Offer.

13
We have filed a writ petition in the High Court of Uttaranchal, challenging the notification issued by the
Government which has revoked certain excise benefits provided to us.
Pursuant to a Government of Uttaranchal notification in 2003 granting certain excise benefits, we set up a watch
assembly facility in Dehradun, Uttaranchal. Subsequently, vide another state notification in 2005 this benefit was
withdrawn. Upon such withdrawal a duty of over Rs. 1,431 lakhs will become payable to the excise authorities. We
have filed a writ petition before the Hon‘ble High Court of Uttaranchal and contested this withdrawal on the basis
that the Government of Uttaranchal is estopped under the doctrine of promissory estoppel from confiscating a
benefit that has been legally passed under a statute. The Hon’ble High Court has passed an interim order staying
the proceedings of the excise authorities. The Hon‘ble High Court has observed in the interim order that there is no
specific reason for excluding the land on which the Company’s assembly facility is located from the notification
granting the exemption and has directed the Government of Uttaranchal to continue to extend the benefit of exemption
from excise duty under notification number 50/2003-CE dated June 10, 2003 to the Company until disposal of the
writ petition. We cannot assure you of the outcome of the proceedings and in the event that the High Court does not
uphold our contention, we will be liable to pay the amount due to the excise authorities.
Certain taxation matters may be challenged by Indian and foreign regulators, which may subject us to
higher taxes and adversely affect our earnings.
We are subject to direct and indirect taxes, in India and various foreign jurisdictions, including income tax, sales tax,
value-added tax and service tax. In the ordinary course of our business, we have entered into several inter-company
transactions across jurisdictions. We believe that we operate in compliance with all applicable transfer pricing laws
in these jurisdictions. However, there can be no assurance that we will continue to be found to be operating in
compliance with transfer pricing laws, or that such laws will not be amended, which may require us to change our
transfer pricing practices or operating procedures. Any modification of transfer pricing laws may result in a higher
overall tax liability to us and adversely affect our earnings and results of operations.
Consents and authorisations under certain environmental legislations have not been renewed.
Under the Air (Prevention and Control of Pollution) Act, 1981 and the Water (Prevention and Control of Pollution)
Act, 1974 we are required to obtain annual renewal of the consent orders issued thereunder. In relation to our
manufacturing units located at Hosur we had obtained consent orders for 2004 -2005 from the Tamil Nadu Pollution
Control Board (TNPCB) under these legislations. However, pursuant to an inspection conducted by the TNPCB in
March 2005 the TNPCB observed that conditions imposed in the consent order issued under the Water (Prevention
and Control of Pollution) Act, 1974 has been contravened. Pursuant to such inspection the TNPCB issued a show
cause notice to the Company on June 28, 2005. The Company has responded to the show cause notice and has
provided a bank guarantee to the TNPCB on October 6, 2005. However, TNPCB vide its letter dated March 7, 2006
has informed the Company that its watch manufacturing unit at Hosur has failed to comply with the terms and
conditions of the bank guarantee within the stipulated time. TNPCB has therefore decided to invoke 50% of the
bank guarantee and has directed the Company to make a payment of Rs. 25 lakhs. For more details please refer to
section titled “Outstanding Litigation and Defaults- Potential Litigation” on page 226 of this Letter of Offer. We are
awaiting final resolution of this matter, due to which our applications made for renewal of consent orders under the
Air (Prevention and Control of Pollution) Act, 1981 and the Water (Prevention and Control of Pollution) Act, 1974 are
still pending with the TNPCB.
We require certain approvals or licenses in the ordinary course of business, and the failure to obtain them
in a timely manner or at all may adversely affect our operations.
We require certain approvals, licenses, registrations and permissions for conducting our business in India and
various foreign jurisdictions, some of which may have expired and for which we may have either made or are in the
process of making an application for obtaining the approval or its renewal. For more information, see the section
titled “Government Approvals” beginning on page 237 of this Letter of Offer. If we fail to obtain any of these approvals
or licenses, or renewals thereof, in a timely manner, or at all, our business operations may be adversely affected.
We have not placed any orders for plant and machinery to be purchased out of the proceeds of this Issue.
We intend to use the proceeds of the Issue for the capital expenditures described in the section titled “Objects of the
Issue”. As of the date of this Letter of Offer, we have not entered into any definitive agreements to utilize such
proceeds or for the procurement of the equipment/ machinery required to meet the objects of the Issue. The

14
 TITAN INDUSTRIES LIMITED

equipments required are standard and are easily available from various vendors in India and overseas. Our estimates
are based on the prevailing market price. We have entered into agreements regarding delivery or price for these
equipments. Any inability to procure the said equipment may cause a delay in implementation of the objects. For
more details refer to section titled “Objects of the Issue” on page 37 of this Letter of Offer.
Our cash flow has been negative for the six months ended September 30, 2006.
For the six months ended September 30, 2005, we had a negative cash flow of Rs. 410.96 lakhs due to the surge in
inventories because of the upcoming festive season. We cannot assure you that a similar situation will not arise in
the future.
EXTERNAL RISK FACTORS
A slowdown in economic growth in India could cause our business to suffer.
The Indian economy has shown sustained growth over the last few years. The estimate of the Gross Domestic
Product (GDP) released by the Central Statistical Organisation for fiscal 2005 is 6.9%. In fiscal 2004, fiscal 2003
and fiscal 2002, the GDP was 8.5%, 4.0% and 5.8%, respectively. Any adverse impact on the Indian economy may
have a considerable impact on the consumer spending power. Any impact on this spending power of the customer
will result in lower sales, thereby affecting our margins and our results of operations.
We are liable to pay taxes under various Indian laws and are availing of certain tax benefits which is offered
to it in its area of location. Our profitability will be affected if the tax benefits granted are reduced or withdrawn.
There are a variety of taxes and other levies imposed by the Government of India and/or the states in which the
factory or the assembly units are located. These may include corporate tax, indirect taxes (which include customs
duties, excise duty, central and state sales tax and other levies), income tax, value added tax, entry tax imposed by
various municipalities throughout India, turnover tax, service tax and any other tax as may be imposed by the
concerned government of the concerned state or India from time to time. In addition to the above, each state in India
has different local taxes and levies including sales tax, octroi, which require a more comprehensive and enhanced
tax planning and structuring for our Company. Any changes in these local taxes and levies may impact our profitability.
Force majeure events, acts of violence, terrorist attacks and or war involving India, or any country could
adversely affect the financial markets and result in a loss of client confidence and adversely affect our
business.
We have our factory situated at Hosur and various other assembly units, spread across India. But we cannot
provide various factors which are not within our control and therefore it is impossible to prepare for. The blasts
during the Diwali season in Delhi on October 29, 2005, the tsunami, which affected several parts of South East Asia,
including India and Sri Lanka on December 26, 2004, the terrorist attacks, such as the ones that occurred in New
York and Washington, D.C., on September 11, 2001, New Delhi on December 13, 2001 and Bangalore on December
28, 2005, and other acts of violence or war (including civil unrest, military activity and hostilities among neighbouring
countries, such as between India and Pakistan), may adversely affect worldwide financial markets, and could lead
to economic recession. This may reduce the purchasing power of our targeted clientele. South Asia has, from time
to time experienced instances of civil unrest and hostilities among neighbouring countries, such as between India
and Pakistan. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting
communications and making travel more difficult. Such political tensions could create a greater perception that
investments in Indian companies involve a higher degree of risk. This, in turn, could have a material adverse effect
on the market for securities of Indian companies, including the Equity Shares and/or NCDs and on the market for
the Company’s products and services.
After this Issue, the price of the Equity Shares and/or the NCDs may be highly volatile, or an active trading
market for the Equity Shares and/or NCDs may not develop.
The prices of the Equity Shares and/or the NCDs on the Indian stock exchanges may fluctuate after this Issue as a
result of several factors, including volatility in the Indian and global securities market; our results of operations and
performance; subsequent corporate actions taken by us, performance of our competitors, perception in the market
about investments in the Indian watch, jewellery and precision engineering industries; adverse media reports on us;
changes in the estimates of our performance or recommendations by financial analysts and significant developments
in India’s economic liberalization and deregulation policies.

15
We may be adversely affected by economic, regulatory, political and military uncertainties in India and
surrounding countries.
In the early 1990s, India experienced significant inflation, low growth in gross domestic product and shortages of
foreign currency reserves. Since 1991, the Government of India has pursued policies of economic liberalization,
and has provided significant tax incentives and relaxed certain regulatory restrictions in order to encourage foreign
investment in specified sectors of the economy, including in the information technology sector. We cannot assure
you that the liberalization policies will continue. Various factors, including a collapse of the present coalition
government due to the withdrawal of support of coalition members, could trigger significant changes in India’s
economic liberalization and deregulation policies, disrupt business and economic conditions in India generally and
our business in particular. Our financial performance and the market price of the Equity Shares and/ or NCDs may
be adversely affected by changes in inflation, exchange rates and controls, interest rates, Government of India
policies (including taxation policies), social stability or other political, economic or diplomatic developments affecting
India in the future.
Exchange rate fluctuations may affect our financial condition and results of operations.
We report our financial results in Rupees, but a portion of our expenses such as imports of gold is denominated in,
or linked to US Dollars. The exchange rate between the Rupee and the US Dollar has changed substantially in
recent years and may fluctuate substantially in future. In fiscal 2005, approximately 8.28% of our total revenues
were derived from products sold in international currencies and 20.64% of total raw material and components
consumed, such as cost of imported gold (including customs duty), were computed in currencies other than Indian
Rupees, predominantly US Dollars. While we currently hedge some of our foreign currency exposures to minimize
the impact of fluctuating exchange rates, we cannot assure you that we will be able to effectively mitigate the
adverse impact of currency fluctuations on our results of operations.
Trade related policies of the countries from which we currently import, are critical to our profits.
In the event that there is a change in the tariff and non-tariff barriers of a country from which we import raw materials
and/or exports our products to, then such a change may have an impact on our profitability. Currently we import
certain products from specific countries in Asia and Europe. Our International Business Division markets our products
in certain countries in Europe. We may have to adapt new strategies to sustain our business, in case of any change
in these policies.
Notes to Risk Factors
(i) Our net worth on an unconsolidated basis, as restated on September 30, 2005, is Rs. 18,194.29 lakhs. The net
asset value per share (book value) on a consolidated basis as on September 30, 2005 is Rs. 38.64.
(ii) This is an issue of 21,13,813 partly convertible debentures (PCDs) of Rs. 600 each for cash at par aggregating
Rs. 1,26,82,87,800 on rights basis to the existing Equity Shareholders of the Company in the ratio of one PCD
for every twenty Equity Shares held on the Record Date, being March 6, 2006.
(iii) We had entered into certain related party transactions for the six months ended September 30, 2005, fiscal
2005, fiscal 2004, fiscal 2003 and fiscal 2002. For details, please refer to the section titled “Related Party
Transaction” on page 105 of this Letter of Offer.
(iv) Our Promoters and Directors are interested in our Company by virtue of their shareholding in our Company.
Please refer to sections titled “Capital Structure” and “Management” on page 31 and 93 of this Letter of Offer.
(v) Trading in Equity Shares and/or NCDs of our Company, arising out of this Issue, for all investors shall be in
dematerialised form only.
(vi) Before making an investment decision in respect of this Issue, you are advised to refer to the section titled
‘Basis for Issue Price’ on page 46 of this Letter of Offer.
(vii) For details on basis of allotment please refer to the sub-section titled “Basis of Allotment” on page 260 of this
Letter of Offer.
(viii) The average cost of acquisition of Equity Shares of our Company by our Promoters, being Tata Sons Limited
and TIDCO is Rs. 70.55 and Rs. 30.28, respectively.
(ix) The companies forming part of our Promoter Group have purchased securities of our Company in the past 6
months. For more details in relation to the same, please refer to the section titled “Capital Structure”.
(x) You may contact the Lead Manager for any complaints pertaining to the Issue, including any clarification or
information relating to the Issue. The Lead Manager is obliged to provide the same to you.

16
 TITAN INDUSTRIES LIMITED

SECTION III : INTRODUCTION

This is only a summary and does not contain all the information that you should consider before investing in our PCDs, NCDs
and/or Equity Shares. You should read the entire Letter of Offer, including the sections titled “Risk Factors” and “Financial
Statements” on page 4 and 112 respectively of this Letter of Offer.
Summary
I. Overview
We were incorporated in 1984 as a joint venture between the TATA group and Tamil Nadu Industrial Development
Corporation (TIDCO), a Government of Tamil Nadu undertaking. We have been engaged in the manufacture and marketing
of quartz watches since 1987 and are now considered to be India’s leading watch manufacturer. Our business activities
cover watches, jewellery, precision engineering, accessories and licensed products and international marketing operations.
We have a wide range of products, which are classified on the basis of design, function and price points. In 1987 we
began manufacturing and retailing of watches, under the brand name Titan and thereafter under the brand names Sonata,
Fastrack and Nebula. We have recently entered the segment of premium fashion watches by acquiring a license for global
brands such as Tommy Hilfiger. In 1994 we diversified into manufacturing and marketing precious jewellery under the
brand name Tanishq. Tanishq started in 1994 by manufacturing and marketing 18 karat studded jewellery and in 1997
also began manufacturing and marketing 22 karat plain gold jewellery. We are also supplying certain precision engineering
components and automation equipment to industrial buyers particularly in the automobile and aerospace industries. In
2002 we diversified into fashion eyewear by launching Fastrack I-Gear sunglasses.
In 2000, we set up strategic business divisions for our watch and jewellery businesses. These divisions are independent
and are headed by a Chief Operating Officer (COO). In 2004, we constituted the International Business Division for
handling our businesses in overseas markets; the division is also headed by a COO.
For our business processes, we employ around 3,134 personnel. Our main manufacturing and assembly facilities for our
watches, jewellery and precision engineering businesses are located at Hosur in Tamil Nadu. We also have a watch
assembly unit at Dehradun in Uttaranchal, Baddi in Himachal Pradesh and a unit owned by our subsidiary, TTPL in Goa
which produces electronic circuitry for quartz watches. To cater to the manufacturing requirements of export-based business
in the precision engineering division, we have an operating unit as Bommasandra, Bangalore.
Our total income was Rs. 73,425.36 lakhs, Rs. 1,17,058.78 lakhs and Rs. 93,164.21 lakhs in six months ended September
30, 2005, fiscal 2005 and fiscal 2004 respectively. Our net profit after tax as restated was Rs. 2,572.55 lakhs, Rs. 2,567.56
lakhs and Rs. 1,369.01 lakhs in six months ended September 30, 2005, fiscal 2005 and fiscal 2004 respectively.
II. Competitive Strengths
Strong Brands
Our continued efforts on brand building have resulted in the development of a range of strong brands like Titan, Tanishq,
Sonata and Fastrack, which enables us to command a premium for our products as against our competitors. We believe
that our brands command respect and credibility and offer us competitive advantages in existing markets and while
entering new markets. We are able to leverage our brands to launch new products and extend into new product categories.
We believe that in the process of building these brands we have gained valuable insight into consumer behaviour, which
we leverage and utilise to drive business in today’s competitive markets. Our brands have also won various awards and
recognitions in both national and international forums. We also benefit from our association with the TATA brand name
that stands for quality, trust and value, especially with respect to the marketing efforts of Titan, Sonata and Tanishq.
Strong Retailing, Distribution and Supply Network
We have gained immense experience by establishing and managing a vast number of Titan and Tanishq outlets. We sell
our watches through over 11,393 outlets in over 2,546 towns in India. There are currently over 179 World of Titan showrooms
in over 105 towns and over 130 Time Zones in over 81 towns. We sell Tanishq jewellery through over 81 stores spread
across over 61 towns in India. Our presence in a wide range of retailing outlets from exclusive showrooms to department
stores has ensured that we have a wide network to reach our customers. We have a strong distribution and logistics
network and have undertaken various initiatives in further improving the efficiencies of our supply chain, which we believe
is critical to our operations. These aim at balancing multiple objectives, including keeping inventories and operating costs
under control. We have deployed international IT systems for our retail operations and complex supply chain across our
business processes, including enterprise resource planning software from SAP and Oracle. We also manage a wide after
sales service network for providing repair and maintenance services to our watch customers.

17
 Design Experience
Product innovation is a primary driver for our businesses and design is a critical success factor especially when appealing
to the image conscious consumer. We have a large and experienced in house design team. Majority of our watches are
designed in house while we rely on both our in house team and freelance designers for our jewellery business. Our in
house design strength is a key differentiator which is constantly upgraded both through talent enhancement and technology
acquisition. Our in house design team received 7 accreditations in different categories at the NID-Business World Awards
-2004. Tanishq designed the ‘Miss India Crown’ and affiliated with a designer of international repute to create a collection
of jewellery which was presented at the Milan fashion week in 2004.
Integrated Manufacturing
We are amongst the largest manufacturers of watches in India. Most of our manufacturing processes for our jewellery
business is done at our dedicated factory located in Hosur. Our integrated manufacturing base produces high quality
components on an efficient basis and at low cost. We believe our facilities help us to substantially reduce new product /
design development time and cost and ensure continued availability of our products to customers.
Leading Market Position
We believe that we have a significant share of the organized watch market in India and have a large customer base.
Tanishq is the best known jewellery brand in India. (Source: Solitaire International, July 2005) Tanishq has a 40% share
of the organised jewellery market. (Source: World Gold Council and Mckinsey Study 2003 as quoted in Solitaire International,
July 2005). Our extensive marketing exercises conducted on a regular basis and our international experience in the past
13 years has helped us to tackle international competitors who have entered Indian markets.
Focus on Quality
We have established our reputation as a reliable manufacturer of quality products. We are committed to delivering high
quality products at reasonable prices to our customers. Our Time Products Division received 1SO 14001-1996 accreditation
in March 2002. We have received various accreditations for our manufacturing units. Our jewellery division received ISO
9001:2000 certification in August 2004. Our precision engineering division received ISO/TS 16949: 2002 and BS EN ISO
9001:2000 certification in February 2005. For more details on the various certifications received by us, please refer to the
section titled “Business-Awards and Certifications” on page 67 of this Letter of Offer.
Experienced Management and Technical Team
Our senior management team consists of experienced professionals with diverse skills and considerable experience in
the manufacturing, sales, marketing and retailing business both in the domestic and international markets. The management
team is complemented by a committed work force of highly technical and skilled personnel. Majority of our employees,
including our key managerial personnel have been working with us, for several years due to the emphasis we place on
employee retention and related benefits.
III. Our Strategy
Various products for specific price points and target audiences
Since inception, we have attempted to provide our customers, with quality products at a wide range of prices. As part of a
conscious branding and pricing exercise, we have developed several products for varying consumer demographics across
different price segments. We have brands like Sonata, which are focussed on the mass market as well as premium brands
like Nebula for high end consumers. In addition to the Tanishq range of jewellery for premium customers, we have also
recently introduced Gold Plus to cater to the mass market jewellery demand and price conscious customers. We are in the
process of implementing an ambitious growth plan that envisages expansion of our watch and jewellery business to
further expand our customer base. We recently launched brand Xylys in India, a watch in the premium category range
(above Rs. 10,000) which is assembled in Switzerland. We hope to penetrate existing markets with our new offerings and
expand our existing customer base both in India and abroad.
Our strategy for the Time Products Division
Watch SBUs- Titan and Sonata
In the watches market our strategy is to promote ownership of multiple watches and frequent replacement of watches
amongst existing owners through our ‘Titan’ brand of watches. Our internal research shows that 95% of the watch owners
own a single watch. We aim at creating demand for multiple ownership of watches. We focus on innovation to consistently
come up with new styles and technology introductions to create demand for multiple watch ownership. Through the
‘Sonata’ brand we encourage first time watch users and customers who buy watches from the unorganized market to
choose our brand as the preferred brand. With Sonata we also hope to tap into the large base of non watch owners in

18
 TITAN INDUSTRIES LIMITED

India through innovative strategies. We also propose to expand our reach across the country by developing retail outlets.
The watch market is currently under penetrated by organized players and faces severe competition from the unorganized
sector. Increased penetration for the mid market segment will be achieved by expanding our presence in several upcoming
malls and department stores. We intend to continue to introduce products targeted at specific customer segments. Our
Raga 9 to 5 collection targeted modern Indian women, while our Titan Flip and Titan Edge collections targeted technology
savvy young professionals.
Precision Engineering SBU
We entered the precision engineering business in order to utilise our manufacturing facilities. However, with India becoming
a global destination for cost effective outsourcing of precision products because of the availability of high engineering
skills at a competitive price, we realised that it was worthwhile considering it as a business independent of watches and
jewellery. We propose to focus on this business as we see it to be a major growth driver for the Company. The critical
factor in this business, apart from delivery, cost and quality is our ability to scale up rapidly and capitalise on large long
term contracts. We propose to rapidly increase the capacity of our precision engineering units. A portion of the Issue
proceeds, amounting to Rs. 3,500 lakhs is proposed to be utilised to increase our manufacturing facilities for Precision
Engineering SBU. Our expansion plans include upgradation of the precision engineering division through technology
improvements to enable us to move up the value chain from component manufacturing to sub-assemblies. We believe
that improving our manufacturing facilities and capability building would enable us to serve sectors like automobile,
aerospace, and defence. We also intend to re-engineer our business processes to meet specific industry standards and
obtain certifications like TS 16949, AS 9100 and NADCAP. The skills we possess in precision engineering and capabilities
in plastic injection moulding have been used to extend our activities to new areas such as tool and die making, manufacture
of precision components for the aerospace industry and dash board clocks for the automobile industry. We propose to
leverage these skills to diversify into the pharmaceuticals, electronics and telecom sectors.
Our strategy for the Jewellery Division
We intend to make Tanishq, the most desirable jewellery brand for the Indian women, by reinforcing it as an experiential
retail brand through differential service, best in class designs and optimum variety to cater to diverse tastes. The jewellery
market in India, though very large in size, is highly fragmented and unorganised. We ventured into the jewellery market
because we saw an opportunity for branded jewellery. By branding jewellery and promoting Tanishq as a jeweller with
national presence, our strategy is to capitalise on our first mover advantage by guaranteeing our customers purity and
innovative designs. We also promote professional practices in marketing and retailing. We intend to further improve our
market based planning of merchandise to ensure adequate supply of quantity as well as variety at each store. This will
ensure better inventory management which is critical in the capital intensive jewellery business. We propose to expand
our national network by establishing new Tanishq showrooms across the country. Our strategy is to build and enhance
our brand image by continued emphasis on the quality and design of our jewellery products and tap the vast jewellery
market in India.
Our strategy for the International Business Division
Previously, we used our Associate Companies located overseas to promote our businesses in the international markets.
However, in 2004, given the opportunities that we anticipate in the global market for both watches and jewellery, we
reorganised our international operations under the International Business Division. The strategy of this division is to
systematically and continuously explore and analyze opportunities in international markets. New markets and countries
will be identified based on predetermined tested criteria. We hope to leverage our capabilities and brand image to enter
these new markets and also expand within our existing markets with both new and existing product ranges. Our main aim
is to penetrate new markets in a profitable and cost efficient manner.

19
The Issue
The details of this Issue are as set out below:
PCDs to be offered/issued 21,13,813
Rights Entitlement 1 (One) PCD for every 20 (twenty) Equity Shares held on the
Record Date
Record Date March 6, 2006
Issue Price per PCD Rs. 600
Equity Shares outstanding prior to the Issue 4,22,76,270 Equity Shares
Equity Shares to be issued on conversion of Part A 21,13,813 Equity Shares
Equity Shares outstanding after conversion of Part A 4,43,90,083 Equity Shares
Objects of the Issue For more information, please refer to the section titled “Objects of
the Issue” beginning on page 37 of this Letter of Offer.
Salient Features of Partly Convertible Debentures
Each PCD will comprise of two parts – Part A and Part B
Part A – Convertible Portion
Face Value : Rs. 350
Conversion : On allotment into one Equity Share of Rs. 10 at a premium of Rs. 340 per Equity Share
Part B – Non Convertible Portion
Face Value : Rs. 250
Nature : Secured Redeemable Debentures
Redemption : At the end of five years from Date of Allotment
Interest : 6.75% per annum
Interest Payment : Interest would be paid at the end of each year from the date of allotment
Security : First pari passu charge on the present and future fixed assets of the Company.
Credit Rating : CRISIL Limited as A/Stable (indicates adequate degree of safety with regard to timely payment of
interest and principal on the instrument)
: ICRA Limited as LA (indicates adequate credit quality)
The Company along with Lead Manager has finalised arrangements for sale by the applicants, if they so wish, of the NCDs
(“Khokha Buy-back Scheme”). For more information, on the “Khokha Buy-back Scheme” pleaes refer to page 254 of this
Letter of Offer.
For more information, on the Terms of the Issue, please refer to the section titled “Issue Information”, beginning on page 249
of this Letter of Offer.

20
 TITAN INDUSTRIES LIMITED

Selected Financial Information

Selected Unconsolidated Financial Information of Titan Industries Limited
The following tables set forth our selected historical unconsolidated financial information derived from our restated and audited
unconsolidated financial statements for the six months ended September 30, 2005 and the years ended March 31, 2005,
2004, 2003, 2002 and 2001, prepared in accordance with Indian GAAP, the Companies Act and SEBI DIP Guidelines and
restated as described in the Auditors’ Report of A.F.Ferguson & Co. dated December 26, 2005 included in the section titled
“Financial Statements” beginning on page 113 of this Letter of Offer, and this table should be read in conjunction with the
financial statements mentioned therein and the notes thereto.
Summary Statement of Profits and Losses – Restated
(Rs. in lakhs)
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002 2001
INCOME
Gross Sales :
- of products manufactured by the Company 64964.68 111193.39 95301.74 79407.93 72145.56 69391.31
- of products traded in by the Company ....... 1598.45 2272.69 550.73 381.71 332.80 298.95
Total ................................................................. 66563.13 113466.08 95852.47 79789.64 72478.36 69690.26
Less: Excise duty ............................................. 3057.61 5470.90 6363.76 6195.89 6027.15 6241.54
Net sales .......................................................... 63505.52 107995.18 89488.71 73593.75 66451.21 63448.72
Other Income ................................................... 108.04 272.63 208.68 1039.97 224.34 1163.24
Increase / (Decrease) in Inventory .................. 9811.80 8790.97 3466.82 503.69 (1883.62) (2826.77)
Total Income ................................................... 73425.36 117058.78 93164.21 75137.41 64791.93 61785.19
EXPENDITURE
Raw Materials Consumed ............................... 46005.80 72040.75 58104.27 46808.45 37714.14 33982.60
Purchase of Finished Goods ........................... 2886.53 2988.98 1243.42 514.66 208.81 136.70
Staff Cost ......................................................... 6033.08 10701.68 9457.75 7675.01 7631.55 7406.51
Other Manufacturing Expenses ....................... 1479.40 3079.13 2052.02 1802.10 1608.25 1890.17
Administration Expenses ................................. 3680.33 6626.14 4822.03 3870.12 3900.79 3732.22
Advertising ....................................................... 4847.47 7689.46 5982.21 4744.08 3654.84 4009.51
Other Selling & Distribution Expenses ............ 1348.53 2143.30 1690.12 1496.75 1303.10 1193.86
Interest ............................................................. 1177.56 3091.74 3762.18 4134.67 4626.64 4784.02
Depreciation ..................................................... 962.35 1961.26 2147.38 2113.78 2327.99 2092.80
Total Expenditure ........................................... 68421.05 110322.44 89261.38 73159.62 62976.11 59228.39

21
 Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002 2001
Profit before Exceptional Items ...................... 5004.31 6736.34 3902.83 1977.79 1815.82 2556.80
Exceptional Items ............................................ 1773.00 3500.00 2500.00 1000.00 - -
Profit before Tax – before Restatement ..... 3231.31 3236.34 1402.83 977.79 1815.82 2556.80
Adjustments :
Effect of change in Accounting policies/estimates - 119.09 38.91 11.72 93.69 (80.47)
Profit Before Tax – after Restatement ........ 3231.31 3355.43 1441.74 989.51 1909.51 2476.33
Total Provision for Tax before restatement ... 667.93 741.45 284.78 356.78 506.46 209.16
Effect on Tax due to restatement ................... (9.17) 46.42 (212.05) 8.43 32.91 (148.69)
Total provision for tax after restatement ... 658.76 787.87 72.73 365.21 539.37 60.47
Net Profit after Tax – Restated .................... 2572.55 2567.56 1369.01 624.30 1370.14 2415.86
Balance brought forward – Restated ............. 2953.25 1874.15 1385.57 1625.05 1127.67 3760.91
Less : Deferred Tax liability of earlier years .. - - - - (206.20) 3119.06
Profit available for Appropriation – Restated 5525.80 4441.71 2754.58 2249.35 2704.01 3057.71
APPROPRIATION
General Reserve ............................................. - 205.16 28.79 19.75 65.47 234.76
Dividend on preference shares ...................... 138.38 281.39 332.15 367.10 352.96 395.83
Proposed Dividend on equity shares ............. - 845.53 422.76 422.76 634.14 1099.18
Tax on dividends ............................................. 19.41 156.38 96.73 54.17 26.39 200.27
Balance carried forward – restated ................ 5368.01 2953.25 1874.15 1385.57 1625.05 1127.67
Total ................................................................. 5525.80 4441.71 2754.58 2249.35 2704.01 3057.71

The above statement should be read with significant accounting policies appearing in Annexure IV on page 126 of this Letter
of Offer, together with notes to the summary statement of profits and losses and assets and liabilities, as restated, as appearing
in Annexure V on page 128 of this Letter of Offer and Annexure VI on page 133 of this Letter of Offer

22
 TITAN INDUSTRIES LIMITED

Summary Statement of Assets and Liabilities - Restated

(Rs. in lakhs)
As at As at March 31,
September
30, 2005 2005 2004 2003 2002 2001

A Fixed Assets :
Gross Block at cost .................................... 40270.05 40007.44 39341.19 38174.25 37813.75 36622.92
Less : Depreciation ..................................... 24328.54 23494.55 22011.51 20052.89 18132.46 16061.93
Net block ..................................................... 15941.51 16512.89 17329.68 18121.36 19681.29 20560.99
Advance on capital account and capital
work in progress, at cost ............................ 2453.68 978.29 406.59 965.67 326.34 360.71
Total Fixed Assets .................................... 18395.19 17491.18 17736.27 19087.03 20007.63 20921.70
B Investments ............................................... 3302.03 2702.03 2758.33 3709.33 2462.43 2308.51
C Current Assets, Loans and Advances
Inventories .................................................. 41417.57 27161.82 16411.91 14191.74 12481.90 14622.75
Sundry Debtors ........................................... 8979.01 7708.96 14816.17 18638.08 20774.99 15903.74
Cash and bank balances ........................... 3928.20 4400.91 2714.69 2399.08 1732.98 2751.69
Loans and Advances .................................. 15005.37 17213.55 19286.19 21685.60 19731.60 15041.52
Total Current Assets, Loans and Advances 69330.15 56485.24 53228.96 56914.50 54721.47 48319.70
D Total Assets (A+B+C) .............................. 91027.37 76678.45 73723.56 79710.86 77191.53 71549.91
E Liabilities and Provisions ........................
Secured Loans ........................................... 21767.75 19335.67 20390.76 12680.26 21008.32 23548.83
Unsecured Loans ....................................... 14704.56 12466.81 20310.32 34026.32 23320.99 18652.28
Deferred Tax Liabilities .............................. 2398.98 2840.22 3236.28 4256.49 4184.31 4442.99
Current Liabilities and Provisions .............. 33961.79 26761.15 17094.66 17979.04 13162.66 9449.28
Total Liabilities and Provisions .............. 72833.08 61403.85 61032.02 68942.11 61676.28 56093.38
F Net Worth (D-E) ......................................... 18194.29 15274.60 12691.54 10768.75 15515.25 15456.53
G Represented by
1) Share Capital :
Equity Share Capital .................................. 4227.63 4227.63 4227.63 4227.63 4227.63 4227.63
Preference Share Capital ........................... 4000.00 4000.00 4000.00 4000.00 4000.00 4000.00
2) Reserves and surplus :
Capital Reserve .......................................... 13.23 13.23 13.23 13.23 13.23 13.23
Share premium account ............................. 6172.69 6172.69 6172.69 6172.69 6172.69 6172.69
General Reserve ........................................ 348.18 348.18 143.02 114.23 94.48 235.21
Profit and Loss Account ............................. 5368.01 2953.25 1874.15 1385.57 1625.05 1127.67
Less : Miscellaneous Expenditure
(to the extent not written off or adjusted) .. (1935.45) (2440.38) (3739.18) (5144.60) (617.83) (319.90)
Net Worth ................................................... 18194.29 15274.60 12691.54 10768.75 15515.25 15456.53
The above statement should be read with significant accounting policies appearing in Annexure IV on page 126 of this Letter
of Offer, together with notes to the summary statement of profits and losses and assets and liabilities, as restated, as appearing
in Annexure V on page 128 of this Letter of Offer and Annexure VI on page 133 of this Letter of Offer

23
Selected Consolidated Financial Information of Titan Industries Limited
The following tables set forth our selected historical consolidated financial information derived from our restated and audited
consolidated financial statements for the six months ended September 30, 2005 and the years ended March 31, 2005, 2004,
2003 and 2002, all prepared in accordance with Indian GAAP, the Companies Act and SEBI DIP Guidelines and restated as
described in the Auditors Report of A.F.Ferguson & Co. dated December 26, 2005 included in the section titled “Financial
Information” beginning on page 113 of this Letter of Offer, and this table should be read in conjunction with the financial
statements mentioned therein and the notes thereto.
Summary Statement of Consolidated Profits and Losses – Restated
(Rs. in lakhs)
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002
INCOME
Gross Sales :
- of products manufactured by the Company 64930.48 111125.77 95827.22 80367.95 72705.81
- of products traded in by the Company ..... 1598.45 2272.69 550.73 381.71 332.80
Total ................................................................. 66528.93 113398.46 96377.95 80749.66 73038.61
Less: Excise duty ............................................ 3057.61 5470.90 6363.76 6195.89 6027.15
Net sales .......................................................... 63471.32 107927.56 90014.19 74553.77 67011.46
Other Income ................................................... 280.84 1050.28 3717.04 1499.98 653.78
Increase / (Decrease) in Inventory ................. 9838.79 8885.52 3474.14 276.14 (1863.66)
Total Income ................................................... 73590.95 117863.36 97205.37 76329.89 65801.58
EXPENDITURE
Raw Materials Consumed ............................... 45708.01 71897.33 58104.27 46970.74 37887.41
Purchase of Finished Goods .......................... 2886.53 2988.98 1272.16 536.08 217.20
Staff Cost ......................................................... 6154.36 10789.26 9477.69 7742.10 7697.24
Advertising ....................................................... 4847.47 7689.46 6106.23 4880.33 3758.64
Selling & Distribution Expenses ..................... 1348.53 2143.30 1715.58 1524.05 1319.54
Other Manufacturing Expenses ...................... 1506.29 3169.41 2092.28 1839.08 1654.80
Administration Expenses ................................ 4115.84 6675.40 5651.17 4003.64 4148.50
Interest ............................................................. 1249.94 3357.01 4219.35 4642.89 4977.78
Depreciation/Amortisation ............................... 984.59 1980.54 2316.98 2126.52 2343.29
Total Expenditure .......................................... 68801.56 110690.69 90955.71 74265.43 64004.40
Profit before Tax – before Restatement ..... 4789.39 7172.67 6249.66 2064.46 1797.18
Adjustments :
Effect of change in Accounting policies/estimates – 119.09 142.24 (314.41) (855.50)
Profit Before Tax – after Restatement ........ 4789.39 7291.76 6391.90 1750.05 941.68
Total Provision for Tax before restatement ... 689.33 717.37 411.88 403.92 525.68
Effect on Tax due to restatement ................... (9.17) 46.38 (212.00) 8.43 32.91
Total provision for tax after restatement ... 680.16 763.75 199.88 412.35 558.59
Profit after Tax – Restated ........................... 4109.23 6528.01 6192.02 1337.70 383.09

24
 TITAN INDUSTRIES LIMITED

(Rs. in lakhs)
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002
Share of profits less losses of associates
(net of amortization of goodwill on
consolidation) ................................................ (2180.02) (4362.13) 19.87 (514.76) 38.74
Net profit after Tax – Restated .................... 1929.21 2165.88 6211.89 822.94 421.83
Balance brought forward – Restated ............. 2573.84 1944.30 (3380.23) (3339.39) (2682.26)
Adjustment in respect of investments in associates - (34.22) (6.93) - -
Profit available for Appropriation- Restated 4503.05 4075.96 2824.73 (2516.45) (2260.43)
APPROPRIATION
General Reserve ............................................. - 205.16 28.79 19.75 65.47
Dividend on preference shares ...................... 138.38 281.39 332.15 367.10 352.96
Proposed Dividend on equity shares ............. - 845.53 422.76 422.76 634.14
Tax on dividends ............................................. 19.41 157.54 96.73 54.17 26.39
Transfer to Capital Redemption Reserve ...... - 10.00 - - -
Premium on buyback of shares ...................... - 2.50 - - -
Balance carried forward – Restated ............... 4345.26 2573.84 1944.30 (3380.23) (3339.39)
Total ................................................................. 4503.05 4075.96 2824.73 (2516.45) (2260.43)

Notes :
1. In view of Accounting Standard 21 on Consolidated Financial Statements becoming mandatory with effect from accounting
periods commencing on or after April 1, 2001, Summary Statement of Consolidated Profits and Losses - Restated for the
year ended March 31, 2001 has not been disclosed.
2. The above statement should be read with significant accounting policies appearing in Annexure XXII on page 171 of this
Letter of Offer, together with notes to the Summary Statement of Consolidated Profits and Losses and Assets and Liabilities
- Restated, as appearing in Annexure XXIII on page 175 of this Letter of Offer and Annexure XXIV on page 177 of this
Letter of Offer.

25
Summary Statement of Consolidated Assets and Liabilities – Restated
(Rs. in lakhs)
As at Year ended March 31,
September
30, 2005 2005 2004 2003 2002
A Fixed Assets :
Gross Block at cost .................................... 41249.80 40962.80 39341.19 41767.30 41386.64
Less : Depreciation .................................... 24886.58 24030.44 22011.51 20674.88 18572.31
Net Block .................................................... 16363.22 16932.36 17329.68 21092.42 22814.33
Advance on capital account and capital
work in progress, at cost ........................... 2454.16 979.41 406.59 965.67 326.55
Total Fixed Assets ................................... 18817.38 17911.77 17736.27 22058.09 23140.88
B Investments .............................................. 3163.70 2565.65 2629.90 2567.37 175.80
C Current Assets, Loans and Advances
Inventories .................................................. 41651.35 27339.65 16411.91 14532.60 13048.26
Sundry Debtors .......................................... 8936.76 7711.66 14816.17 18060.07 20137.68
Cash and bank balances ........................... 4154.95 4456.18 2744.71 2502.18 1861.46
Loans and Advances ................................. 12968.00 16282.73 19669.18 14310.61 13304.76
Total Current Assets, Loans and Advances 67711.06 55790.22 53641.97 49405.46 48352.16
D Total Assets (A+B+C) .............................. 89692.14 76267.64 74008.14 74030.92 71668.84
E Liabilities and Provisions
Secured Loans ........................................... 21767.75 19482.43 20390.76 12717.52 21046.88
Unsecured Loans ...................................... 14704.56 12466.81 20310.32 34026.32 24030.06
Deferred Tax Liabilities ............................. 2451.90 2898.38 3236.28 4271.59 4199.97
Current Liabilities and Provisions ............. 34432.02 27482.79 18557.91 18497.49 13570.62
Total Liabilities and Provisions ............. 73356.23 62330.41 62495.27 69512.92 62847.53

F Net Worth (D-E) ........................................ 16335.91 13937.23 11512.87 4518.00 8821.31

Represented by
1) Share Capital :
Equity Share Capital .................................. 4227.63 4227.63 4227.63 4227.63 4227.63
Preference Share Capital .......................... 4000.00 4000.00 4000.00 4000.00 4000.00
2) Reserves and surplus :
Capital Reserve ......................................... 13.23 13.23 13.23 19.48 19.48
Capital Reserve on consolidation ............. 37.26 37.26 - - -
Capital Redemption Reserve .................... 10.00 10.00 - - -
Share premium account ............................ 6172.69 6172.69 6172.69 6172.69 6172.69
General Reserve ........................................ 348.18 348.18 143.02 115.30 95.55
Profit and Loss Account ............................ 4345.26 2573.84 1944.30 (3380.23) (3339.39)
Less : Miscellaneous Expenditure ............ (2818.34) (3445.60) (4988.00) (6636.87) (2354.65)
(to the extent not written off or adjusted)
Net Worth .................................................. 16335.91 13937.23 11512.87 4518.00 8821.31

Notes :
1. In view of Accounting Standard 21 on Consolidated Financial Statements becoming mandatory with effect from accounting
periods commencing on or after April 1, 2001, Summary Statement of Consolidated Assets and Liabilities - Restated as at
March 31, 2001 has not been disclosed.
2. The above statement should be read with significant accounting policies appearing in Annexure XXII on page 171 of this
Letter of Offer, together with notes to the Summary Statement of Consolidated Profits and Losses and Assets and Liabilities
- Restated, as appearing in Annexure XXIII on page 175 of this Letter of Offer and Annexure XXIV on page 177 of this
Letter of Offer.

26
 TITAN INDUSTRIES LIMITED

General Information
Dear Shareholder(s),
The Shareholders at the Annual General Meeting held on August 31, 2005 authorized the Board to raise upto Rs. 16,500 lakhs
through Equity Shares and/or other instruments including debentures whether fully, partly or non convertible. Pursuant to the
aforesaid resolution the Board at their meeting held on August 31, 2005 approved the Issue of 21,13,813 Partly Convertible
Debentures (PCDs) of Rs. 600 each for cash at par aggregating Rs. 1,26,82,87,800 on rights basis to the existing Equity
Shareholders of the Company in the ratio of 1 (one) PCD for every 20 (twenty) Equity Shares held on the Record Date and
authorized a Committee of Directors to finalise the terms and conditions of the PCDs. The Committee of Directors at their
meeting held on December 26, 2005 approved the terms of the PCD.
ISSUE OF 21,13,813 PARTLY CONVERTIBLE DEBENTURES (PCDs) OF RS. 600 EACH FOR CASH AT PAR
AGGREGATING RS. 1,26,82,87,800 ON RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF THE COMPANY
IN THE RATIO OF 1 (ONE) PCD FOR EVERY 20 (TWENTY) EQUITY SHARES HELD ON MARCH 6, 2006 (RECORD
DATE),
Registered Office
Titan Industries Limited
3, SIPCOT Industrial Complex,
Hosur 635 126
Tel: +91 4344 554 199
Fax: +91 4344 276 037
Website: www.titanworld.com
Corporate Office
Titan Industries Limited
Tower A, Golden Enclave,
Airport Road,
Bangalore 560 017
Tel: +91 80 5660 9000
Fax: +91 80 2526 3001
Website: www.titanworld.com
Registrar of Companies
Our Company, bearing Registration Number 18-001456, is registered with the Registrar of Companies, Tamil Nadu at
Coimbatore. The office of the Registrar is located at Coimbatore Stock Exchange Building, 683-686, Trichy Road, Singanallur,
Coimbatore 641 005.
Board of Directors
The Board of Directors of our Company currently comprises:
1. Mr. D. Rajendran, Chairman
2. Mr. Bhaskar Bhat, Managing Director
3. Mr. T. K. Balaji
4. Mr. F. K. Kavarana
5. Mr. A. C. Mukherji
6. Mr. Ishaat Hussain
7. Dr. C.G. Krishnadas Nair
8. Mr. N.N. Tata
9. Mr. S. Susai
For more details on our Directors, please refer to the section titled “Management” beginning on page 93 of this Letter of Offer.

27
Company Secretary and Compliance Officer
Ms. Usha Iyengar
Titan Industries Limited
Golden Enclave, Tower - A,
Airport Road,
Bangalore 560 017
Tel: +91 80 5660 9610
Fax: +91 80 2527 5756
Email: ushai@titan.co.in
Legal Counsel to the Issue
Amarchand & Mangaldas & Suresh A. Shroff & Co.
201, Midford House,
Midford Garden,
M.G. Road,
Bangalore 560 001
Tel: +91 80 2558 4870 / 5112 4950
Fax: +91 80 2558 4266
Bankers to the Company
Canara Bank
Corporate Service Branch,
No. 25, M G Road,
Bangalore 560 001
Tel: +91 80 2559 9254/257
Fax: +91 80 2559 9108
Email: rkumarm@canbank.co.in
Standard Chartered Bank
Raheja Tower,
No. 26-27, M G Road,
Bangalore 560 001
Tel: +91 80 2559 9825
Fax: +91 80 2559 9255
Email: lakshminarayan.venkatesh@in.standard.chartered.com
Bank of Baroda
H J S Chambers,
No. 26, Richmond Road,
Bangalore 560 025
Tel: +91 80 2224 0565
Fax: +91 80 2227 1569
Email: carbon@bankofbaroda.com
The Hongkong and Shanghai Banking Corporation Limited
No.7, M G Road,
Bangalore 560 001
Tel: +91 80 2558 5444
Fax: +91 80 2559 1383
Email: cwangnoo@hsbc.co.in
Oriental Bank of Commerce
No.26, Richmond Road,
Bangalore 560 025
Tel: +91 80 2221 9767
Fax: +91 80 2221 9762
Email: bm0207@obc.co.in

28
 TITAN INDUSTRIES LIMITED

Union Bank of India

Industrial Finance Branch,
Hafeeza Chambers,
Ist Floor,
111/74, K H Road,
Bangalore 560 027
Tel: +91 80 2227 0998 / 2222 4156
Fax: +91 80 2223 5362
Email: ubifbblr@bgl.vsnl.net.in
Lead Manager to the Issue
JM Morgan Stanley Private Limited
141 Maker Chambers III,
Nariman Point,
Mumbai 400 021
Tel: +91 22 5630 3030
Fax: +91 22 5630 1694
Email: titanrights@jmmorganstanley.com
Web site: www.jmmorganstanley.com
Contact Person: Mr. Vibhor Kumar
Registrar to the Issue
Intime Spectrum Registry Limited
C-13, Pannalal Silk Mills Compound,
LBS Marg, Bhandup,
Mumbai 400 078
Tel: +91 22 2596 0320
Fax: +91 22 2596 0329
Email: titan@intimespectrum.com
Web site: www.intimespectrum.com
Contact Person: Mr. Vishwas Attavar
Share Transfer Agent
Tata Share Registry Limited
Unit: Titan Industries Limited
Army & Navy Building
148, Mahatma Gandhi Road, Fort,
Mumbai 400 001
Tel: +91 22 5656 8484
Fax: +91 22 5656 8496
Email: clc@tatashare.com
Web site: www.tatashare.com
Contact Person: Ms. S.R. Billimoria
Bankers to the Issue
The Hongkong and Shanghai Banking Corporation Limited
52/60, Mahatma Gandhi Road,
Mumbai 400 001
Tel : +91 22 2498 2424
Fax: +91 22 2267 0703
Email: suyogmhatre@hsbc.co.in
Contact Person: Mr. Suyog Mhatre

29
Statutory Auditors to the Company
A. F. Ferguson & Co.
Deloitte Centre,
Anchorage II,
100/2, Richmond Road
Bangalore 560 025
Tel : +91 80 5527 6000
Fax : +91 80 5527 6403
Email: hemendrashah@deloitte.com
Credit Rating
The details of the ratings received by the Company for this Issue is as follows:
Borrowing Programs Amount Rs. Rating Agency Rating Date of Rating Letter
Rs. 581.30 million debt Rs. 581.30 million CRISIL Limited A/Stable* December 7, 2005
(Non Convertible portion of the
proposed Partly Convertible
Debenture Programme)
Rs. 55 crore Partly Convertible Rs. 55 crores ICRA Limited LA** November 18, 2005
Debenture (PCDs) programme
*CRISIL A/Stable (pronounced "A rating with Stable outlook"). This rating indicates adequate degree of safety with regard to
timely payment of interest and principal on the instrument
**ICRA LA (pronounced L A). This rating indicates adequate credit quality.
Debenture Trustee
IL&FS Trust Company Limited
The IL & FS Financial Centre,
Plot C – 22, G Block,
Bandra Kurla Complex,
Bandra (E),
Mumbai 400 051
Tel : + 91 22 2653 3333
Fax: +91 22 2653 3297
Email: adrish.ghosh@ilfs.com
Underwriting Details
This Issue is not being underwritten.

30
 TITAN INDUSTRIES LIMITED

Capital Structure
Financial data presented in this Section is derived from our unconsolidated financial statements prepared in accordance with
Indian GAAP.
Share capital as at the date of filing of this Letter of Offer with SEBI and after the Issue is set forth below.
Nominal Value Aggregate Value
(Rs.) (Rs.)
A. Authorised Capital
8,00,00,000 Equity Shares of Rs. 10 each 80,00,00,000 80,00,00,000
40,00,000 Redeemable Cumulative Preference 40,00,00,000 40,00,00,000
Shares of Rs. 100 each
B. Issued, Subscribed and Paid up Equity Share Capital before the Issue
4,22,76,270 Equity Shares of Rs. 10 each 42,27,62,700 42,27,62,700
C. Issued and Subscribed Redeemable Cumulative
Preference Share Capital before the Issue
40,00,000 Redeemable Cumulative Preference Shares of Rs.100 each 40,00,00,000 40,00,00,000
D. Present Issue being offered to the Equity Shareholders through this Letter of Offer
21,13,813 PCDs of Rs. 600 each at par 1,26,82,87,800 1,26,82,87,800
E. Post Issue (after conversion of Part A of PCD on allotment) paid up Equity Share Capital
4,43,90,083 Equity Shares of Rs. 10 each 44,39,00,830 44,39,00,830
F. Share Premium Account
Existing share premium account 61,72,68,800
Share premium account after the Issue 1,33,59,65,220
(after conversion of PCD on allotment)
Notes to the Capital Structure
1. (a) Equity Share Capital History of our Company:
Date of Number of Face Issue Cumulative Consideration Details of Share
Allotment Equity Value Price Number (Cash, Bonus, Allotment/ Premium
Shares (Rs.) (Rs.) of Equity consideration Forfeiture (Rs.)
Shares other than
cash)
July 4, 1984 12 10.00 10.00 12 Cash Subscribers to the Nil
Memorandum of
Association of the
Company
July 10, 1985 2,488 10.00 10.00 2,500 Cash Initial allotment Nil
made to TIDCO,
Questar, Directors
and senior
executives of the
Company
June 15, 1987 12,68,900 10.00 10.00 12,71,400 Cash Initial public offering Nil
June 15, 1987 72,33,600 10.00 10.00 85,05,000 Cash Initial public offering Nil
September 15,1987 89,32,500 10.00 10.00 1,74,37,500 Cash Initial public offering Nil

31
 Date of Number of Face Issue Cumulative Consideration Details of Share
Allotment Equity Value Price Number (Cash, Bonus, Allotment/ Premium
Shares (Rs.) (Rs.) of Equity consideration Forfeiture (Rs.)
Shares other than
cash)
September 15,1987 65,62,500 10.00 10.00 2,40,00,000 Cash Conversion of Nil
6,56,250 - 13.50%
partly convertible
debentures of
Rs. 100 each into
10 Equity Shares
of Rs.10 each
March 31, 1990 28,44,550 10.00 10.00 2,68,44,550 Cash Compulsory Nil
conversion of
Part A 2,84,455 -
12.50% partly
convertible
debentures of
Rs. 100 each into
10 Equity Shares
of Rs.10 each
October 1, 1992 11,37,820 10.00 50.00 2,79,82,370 Cash Compulsory 4,55,12,800
conversion of
Part B 2,84,455-
12.50% partly
convertible
debentures of
Rs. 200 each
into 4 equity
shares of Rs. 10
each at a premium
of Rs 40 per
equity share.
December 22, 1992 1,39,91,300 10.00 50.00 4,19,73,670 Cash Rights issue of 55,96,52,000
Equity Shares to
Shareholders
December 22, 1992 3,02,600 10.00 50.00 4,22,76,270 Cash Rights issue of 1,21,04,000
Equity Shares
to employees
Total 4,22,76,270 61,72,68,800
1. (b) Details of outstanding Redeemable Cumulative Preference Share Capital of our Company as on the date of filing this
Letter of Offer:
Date of Issue Details of persons to whom Number Amount Interest Date of Earliest
shares have been issued of (Rs. (in %) Redemption date of
shares in lakhs) redemption
December 1, 2005 Tanishq (India) Limited 60,000 60.00 6.00 7 years 12 months
January 1, 2005 Samrat Holdings Limited 2,00,000 200.00 6.00 7 years 12 months
November 6, 2004 DIL Limited 1,40,000 140.00 6.50 7 years 18 months
November 6, 2004 Ramsons Enterprises 1,00,000 100.00 6.75 7 years 18 months
November 6, 2004 Teksons Limited 1,00,000 100.00 6.75 7 years 18 months
November 6, 2004 Ms. Sandra Sarosh Irani 50,000 50.00 6.75 7 years 12 months

32
 TITAN INDUSTRIES LIMITED

Date of Issue Details of persons to whom Number Amount Interest Date of Earliest
shares have been issued of (Rs. (in %) Redemption date of
shares in lakhs) redemption
November 6, 2004 Mr. Anand B Motwani 50,000 50.00 6.75 7 years 12 months
September 30, 2004 Sumu Finvest (Private) Limited 1,00,000 100.00 6.75 7 years 12 months
August 25, 2004 Associated Capsules 2,00,000 200.00 7.00 7 years 12 months
Private Limited
July 6, 2004 Industrial Development 10,00,000 1,000.00 7.25 3 years 12 months
Bank of India
March 31, 2004 Samrat Holdings Limited 15,00,000 1,500.00 6.75 7 years 12 months
January 29, 2004 Samrat Holdings Limited 3,00,000 300.00 6.75 7 years 18 months
March 31, 2003 Universal Capsules 200,000 200.00 8.00 7 years 18 months
Private Limited
Total 40,00,000 4,000.00
2. Details of the shareholding pattern before (as on March 6, 2006) and after the Issue:
Pre-Issue Shareholding Post Issue Shareholding1
as on March 6, 2006
Shareholder Equity Shares Percentage Equity Shares Percentage
Held holding Held holding
I. Promoter Group
A. Tata Sons Limited 33,46,481 7.92% 35,13,805 7.92%
Other Tata group companies
- Kalimati Investment Company Limited 36,93,135 8.74% 38,77,792 8.74%
- Tata Chemicals Limited 14,30,580 3.38% 15,02,109 3.38%
- Tata Investment Corporation Limited 7,00,000 1.66% 7,35,000 1.66%
- Tata Tea Limited 4,33,726 1.03% 4,55,412 1.03%
- Ewart Investments Limited 2,36,404 0.56% 2,48,224 0.56%
- Tata International Limited 1,87,650 0.44% 1,97,033 0.44%
- The Tata Power Company Limited 3,48,300 0.82% 3,65,715 0.82%
- Piem Hotels Limited 86,000 0.20% 90,300 0.20%
- Samrat Holdings Limited 75,000 0.17% 78,750 0.17%
- Questar Investments Limited 37,000 0.09% 38,850 0.09%
-Sub total of Tata group companies 1,05,74,276 25.01% 1,11,02,990 25.01%
B. Tamil Nadu Industrial Development
Corporation Limited (TIDCO) 1,17,84,606 27.88% 1,23,73,836 27.88%
Total 2,23,58,882 52.89% 2,34,76,826 52.89%
II. Mutual Funds 1,42,212 0.34% 1,49,323 0.34%
III. Banks & Financial Institutions 2,35,089 0.56% 2,46,843 0.56%
IV. FIIs 40,96,486 9.69% 44,40,330 9.69%
V. NRIs 7,68,311 1.82% 8,06,726 1.82%
VI. Public 1,46,45,068 34.63% 1,53,77,322 34.63%
VII. Directors and their relatives 30,222 0.07% 31,733 0.07%
Grand Total 4,22,76,270 100.00% 4,43,90,083 100.00%
1
Post-Issue shareholding is based on the assumption that all the Shareholders (including the Promoters) will subscribe to
the full extent of their Rights Entitlement in this Issue.

33
3. Details of the Promoters shareholding as on March 6, 2006:
Promoters No of shares held Percentage holding (%)
Tata Sons Limited and other Tata Group companies 1,05,74,276 25.01
Tamil Nadu Industrial Development Corporation 1,17,84,606 27.88
Total 2,23,58,882 52.89
a. Tata Sons Limited and other companies of the Tata Group who are our Shareholders have confirmed that they intend
to subscribe to the full extent of their Rights Entitlement in the Issue, subject to approval from their respective board
of directors. In addition to their Rights Entitlement, Tata Sons Limited shall apply for additional PCDs in the Issue in
case of an under subscription. As a result of this subscription and consequent allotment, Tata Sons Limited may
acquire Equity Shares over and above their Rights Entitlement in the Issue, which may result in an increase of the
shareholding being above the current shareholding with the entitlement of PCDs under the Issue. This subscription
and acquisition of additional PCDs by Tata Sons Limited, if any, will not result in a change of control of the management
of the Company and shall be exempt in terms of the proviso to Regulation 3(1)(b)(ii) of the Takeover Code. As such,
other than for meeting the requirements indicated in the section titled “Objects of the Issue” beginning on page 37 of
this Letter of Offer, there is no other intention/purpose for this Issue, including any intention to delist the Company.
Subscription by and allotment to Tata Sons Limited of any unsubscribed portion, over and above their Rights Entitlement
in the Issue shall be in compliance with the provisions of the Listing Agreement and other applicable laws prevailing
at that time, including in relation to continuous listing requirements.
b. TIDCO vide letter bearing reference (No. 123(3)/Sect/2005) dated November 16, 2005 has informed the Company
that it has received the approval of its board of directors for subscription in the rights issue of the Company. TIDCO
has sent the proposal to Government of Tamil Nadu for its approval. The proposal is currently pending with the
Government of Tamil Nadu. TIDCO will inform the Company at the earliest as to whether the proposal has received
the approval of the Government of Tamil Nadu.
4. Details regarding top 10 shareholders as on specific dates:
a. As on March 6, 2006.
Sl. Shareholder Equity Shares Percentage
No. held holding
1 Tamil Nadu Industrial Development Corporation Limited 1,17,84,606 27.88
2 Kalimati Investment Company Limited 36,93,135 8.74
3 Tata Sons Limited 33,46,481 7.92
4 Mr. Rakesh Radheshyam Jhunjhunwala 25,45,450 6.02
5 Matthews International Fund a/c Matthews Pacific Tiger Fund 16,38,761 3.88
6 Tata Chemicals Limited 14,30,580 3.38
7 FID Funds (Mauritius) Ltd 9,39,045 2.22
8 Mrs. Rekha Rakesh Jhunjhunwala 8,71,000 2.06
9 Tata Investment Corporation Limited 7,00,000 1.66
10 Tata Tea Limited 4,33,726 1.03

34
 TITAN INDUSTRIES LIMITED

b. As on February 24, 2006

Sl. Shareholder Equity Shares Percentage
No. held holding
1 Tamil Nadu Industrial Development Corporation Limited 1,17,84,606 27.88
2 Kalimati Investment Company Limited 36,93,135 8.74
3 Tata Sons Limited 33,46,481 7.92
4 Mr. Rakesh Radheshyam Jhunjhunwala 25,45,450 6.02
5 Matthews International Fund a/c Matthews Pacific Tiger Fund 16,38,761 3.88
6 Tata Chemicals Limited 14,30,580 3.38
7 FID Funds (Mauritius) Ltd. 9,39,045 2.22
8 Mrs. Rekha Rakesh Jhunjhunwala 8,71,000 2.06
9 Tata Investment Corporation Limited 7,00,000 1.66
10 Tata Tea Limited 4,33,726 1.03

c. Two years prior to the date of this Letter of Offer (i.e. as on February 24, 2004)
Sl. Shareholder Equity Shares Percentage
No. held holding
1 Tamil Nadu Industrial Development Corporation Limited 1,17,84,606 27.88
2 Kalimati Investment CompanyLimited 36,31,110 8.59
3 Tata Sons Limited 31,38,746 7.42
4 Mr. Rakesh Radheshyam Jhunjhunwala 17,57,750 4.16
5 Tata Chemicals Limited 14,30,580 3.38
6 UBS Securitis Asia A/c Swiss Finance Corporation Limited 11,60,000 2.74
7 DSP Merrill Lynch Limited 8,43,450 2.00
8 Ms. Jhunjhunwala Rekha Rakesh 7,51,500 1.78
9 Tata Investment Corporation Limited 6,95,797 1.65
10. HSBC Global Investment Funds A/c HSBC Mauritius 6,43,153 1.52

5. We have not instituted any employee stock option scheme as on the date of this Letter of Offer.
6. As on the date of this Letter of Offer, there are no outstanding warrants, options or rights to convert debentures, loans or
other instruments into Equity Shares.
7. Except as disclosed herein, there would be no further issue of capital, including by way of issue of bonus shares, preferential
allotment, rights issue or grant of employee stock options during the period commencing from the date of submission of
this Letter of Offer with SEBI till the date the Equity Shares arising under this Issue are listed on the Stock Exchanges.
8. We presently do not intend or propose to alter our capital structure for six months from the date of opening of the Issue,
by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of
securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether preferential or otherwise,
except if we enter into acquisition(s) or joint venture(s) or induct strategic investors/ partners for furthering our business,
wherein we may consider raising additional capital to fund such activity or use Equity Shares as currency for such
transactions.
9. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. We shall comply with such
disclosure and accounting norms as may be specified by SEBI from time to time.
10. The Company has not raised any bridge loans against the proceeds of the Issue.

35
11. The Company has not revalued its assets since inception.
12. As on February 24, 2006 we have 57,400 Equity Shareholders.
13. The present Issue being a Rights Issue, as per extant SEBI guidelines, the requirement of Promoters’ contribution and
lock-in are not applicable.
14. The Promoters and the companies forming part of the promoter group have not during the last six months purchased or
sold any Equity Shares.
15. Shares covered by Orders of the Special Court (Trial of Offences relating to transactions in Securities) Act, 1992. As on
December 16, 2005, the existing Equity Shares of the Company include 600 Equity Shares which are held in the names
of parties notified under the Special Court (Trial of Offences relating to transactions in Securities) Act, 1992 or in alleged
benami names by the notified parties or which are yet to be registered in their names. On these 600 Equity Shares, the
parties are entitled to the Rights PCD. These Rights PCDs are subject to orders of the Special Court. The Company will
offer the rights entitlement on these Equity Shares as per the Special Court Act/directions of the custodian/orders of the
Special Court. In case the directions/orders regarding these PCDs are not received before the closure of the Issue, the
Rights Entitlement in respect of these Equity Shares will be kept in abeyance.
As on December 16, 2005, the existing Equity Shares of the Company also include 14,982 Equity Shares of Rs. 10 each
which are the subject matter of various suits filed in the courts/forum by third parties for which final order from the court/
forum is awaited. Hence the rights on these shares will have to be kept in abeyance, pending final disposal of the case.
16. Securities to be issued pursuant to this Letter of Offer would be made fully paid up within twelve (12) months from the date
of allotment of the securities.
17. The Company has not entered into any standby, buyback or other similar arrangements for purchase of PCDs/ NCDs/
Equity Shares pursuant to this Issue except for arrangements for buyback of NCD portion of the PCD.
18. The Company has received approval from Reserve Bank of India vide its letter no. FE.CO.FID/19375/10.78.000/2005-06
dated March 08, 2006 granting permission to offer, issue and allot the PCD portion, including the NCD portion and to offer
the Khokha Buyback Scheme to eligible non resident shareholders on rights basis with repatriation benefit.

36
 TITAN INDUSTRIES LIMITED

Objects of the Issue

The objects of this Issue are primarily to raise capital for the growth of our business and operations, including for
(i) setting up of new showrooms and upgradation and expansion of existing showrooms;
(ii) replacement, refurbishment and expansion of the watch manufacturing and assembly facilities;
(iii) expansion of jewellery making facilities;
(iv) expansion of precision engineering manufacturing facilities;
(v) general corporate purposes, including redemption of our preference shares.
Funds Requirement
The fund requirements for the above purposes over the next two financial years and for meeting the expenses of the Issue as
estimated by us are as under:
(Rs. in lakhs)
Sl. Activities Estimated Estimated Total
No. expenses for the expenses for the Estimated
year ended year ended Cost
March 31, 2007 March 31, 2008
1. Setting up of new showrooms and upgradation
and expansion of existing showrooms 2,833 2,527 5,360
2. Replacement, refurbishing and expansion of
the watch manufacturing facilities 1,389 461 1,850
3. Expansion of jewellery making facilities 675 400 1,075
4 Expansion of precision engineering
manufacturing facilities 2,000 1500 3,500
5. Redemption of Preference Shares and
General Corporate Purposes 4,000 21 4,021
6. Issue Expenses 157 - 157
Total 11,054 4,909 15,963
Means of finance
(Rs. in lakhs)
Sl. No. Particulars Funding required
1 Proceeds of this Issue 12,683
2 Internal Accruals 3,280
Total 15,963
The main objects and objects incidental or ancillary to the main objects clause of our Memorandum of Association permits us
to undertake our existing activities and the activities for which the funds are being raised by us, through the present Issue.
The above fund requirement is based on the current business plans of the Company which is based on internal management
estimates as approved by our Board from time to time. In view of the highly competitive and dynamic nature of the industry in
which we operate, we may have to revise our business plan from time to time and consequently our fund requirements may
also change. This may include rescheduling of capital expenditure plans, including starting non-planned new projects, terminating
projects currently planned and increase or decrease in the capital expenditure for a particular object vis-à-vis current plans at
our sole discretion.
The above-stated fund requirements and deployment have not been appraised by any bank or financial institution. In case of
variations in the actual utilization of funds earmarked for the above activities, any additional funds required for a particular
activity may be covered by surplus funds, if any available, in the other activities or from internal accruals.
In case of any shortfall/cost overrun, we intend to meet the funds requirements through our internal accruals (adjusted restated
net profits plus depreciation and non-cash exceptional items). Our internal accruals for the year ended March 31, 2005 was
Rs. 8028.82 lakhs.

37
Details of Funds Requirement and Schedule of Implementation
i. Setting up of new stores and upgradation and expansion of existing stores
We plan to set up 86 Company managed stores during fiscal 2007 and fiscal 2008. Out of the aforesaid 86 stores, as per
current plans, 82 stores will form part of the Watches and/or Accessories retail chain and 4 stores will form part of the Jewellery
retail chain. Out of the said 86 stores, 58 stores (57 stores for Watches, 1 store for Jewellery) would be operational during
fiscal 2007 and 28 stores (25 stores for Watches and 3 stores for Jewellery) would be operational in fiscal 2008 as per current
plans.
Some of these stores would be owned by us. For other stores, we intend to enter into long- term lease, leave and license
arrangements with developers/ property owners. We have already identified the locations for the following stores:
(Rs. in lakhs)
Sl. Developer / Vendor’s Name Mall’s Name Place Type of Security
No. Arrangement Deposit
for Booking (Rs.)
of space
1 Paliwal Developers Limited Mayur Vihar No. 17 A & B, District Centre, Agreement 1.46
Mayur Place, New Delhi
2 Paliwal Developers Limited Mayur Vihar No. 36 A & B, District Centre, Agreement 1.60
Mayur Place, New Delhi
3 DLF Universal Ltd. Saket No.145 A& B, District Centre, Agreement 7.71
Saket Place, New Delhi
4 DLF Retail Developers Ltd. South Court- Shop- 14, District Centre, LOI 7.32
DLF Saket Saket, New Delhi
5 DLF Retail Developers Ltd. South Court- Shop-15,District Centre, LOI 6.79
DLF Saket Saket New Delhi
6 Today Home and Infrastructure West Gate Mall No.10 West Gate, LOI 2.27
Rajouri Garden, New Delhi
7 Omax Construction Limited Omaxe Mall Shop 102, Omaxe Mall, LOI 1.73
Greater Noida
8 STC Developers P Ltd. Kanwal Road- Shop-10, Jaipur Mall, LOI 1.28
Jaipur Kalwar Rd, Jaipur
9 Ambience Infrastructure P Ltd Ambi Mall FF 156 First Floor Ambi Mall, LOI 5.15
Gurgaon Gurgaon
10 Ambience Developrs Pvt Ltd. Ambi Mall FF 19, 20 First Floor Ambi LOI 13.89
Gurgaon Mall, Vasant Kunj, New Delhi
11 Regency Park Property Emporium No.244,Vasant Kunj Phase 2, LOI 7.16
Management Services DLF New Delhi
Pvt Limited Place
12 Tulip Infoservcies Pvt. Ltd. Majetis Stadia No.FF/11, Stadium Cinema, LOI 0.60
(Opp. Football Statium),
High Court Road, Jodhpur
13 Majestic Properties Pvt, Ltd. Melanga Mall No.22, Lower Ground Floor, LOI 0.47
C-8, 9 and 14, Pallav Puram,
Phase II, Meerut
14 MGF Development Ltd. MGF Mall UG-23, Upper Ground Floor, LOI 4.34
Khyber Pass, New Delhi
15 Swami Buildtech Pvt. Ltd. TDI Mall Unit No. G 4, Agra. LOI 0.75

38
 TITAN INDUSTRIES LIMITED

(Rs. in lakhs)
Sl. Developer / Vendor’s Name Mall’s Name Place Type of Security
No. Arrangement Deposit
for Booking (Rs.)
of space
16 MGF Development Ltd. Metropolis No-65, Upper Ground Floor, LOI 1.50
Mehrauli, Gurgaon Road,
Gurgaon
17 Beverly Park Maintenance DLF No.236, Upper Ground Floor, LOI 9.06
Services Ltd. Promenade DLF Place, Vasant Kunj,
Phase-II, New Delhi.
18 Today Homes & City Centre No. G 9, Ground Floor, LOI 4.31
Infrastructure Pvt. Ltd. Ludhiana.
19 Indo Pacific Software Poonam Mall V I P Road, LOI 2.07
Entertainment Ltd. Opp Alankar Theatre,
Ramdaspeth, Nagpur
20 JP Infrastructure Prozon SG Road, National Highway, LOI 0.51
Next to Rajpath Club,
Ahmedabad
21 Divyam Real Est Pvt Ltd. R3 Opp. Manav Mandir, LOI 0.74
Near May Flower Hospital
Drive-in Rd., Ahmedabad
22 JP Infrastructure Prozon Dumas Road, Opp. Rajhans, LOI 0.51
Dheaters, Surat
23 Kalpataru Retail Ventures P Ltd. Megapolis Mall Eastern Express Highway, LOI 3.90
Thane (W)
24 Oberoi Mall Pvt. Ltd. Oberoi Mall Oberoi Garden City, LOI 7.44
Off Western Express Highway,
Goregaon(E) Mumbai.
25 Nirmal Lifestyle Limited Nirmal Lifestyle LBS Road, LBS Marg, 2.04
Mulund (W), Mumbai
26 Inorbit Malls India P Ltd. Inorbit Mall No. 30-A, Vashi, Mumbai Agreement 1.00
27 Shyam Kripa Constructions Dindayal Maharani Laxmi Road, LOI 0.72
City Mall Gwalior
28 Yasmeen Ali Khan City Centre Mall No.593 Banjara Hills, Agreement 24.00
Hyderabad
29 Hi Lite Builders Pvt. Ltd. Focus Mall No EGF-107 & 108, Calicut LOI 1.37
30 Abhishek Developers Mantri Mall Sampige Road, Malleswaram, LOI 9.56
Bangalore
31 Prozone Enterprises Pvt. Ltd. Prozone Mall CTS No.3360, 1-7, LOI 1.07
15 & 16 - Jawa Main Road,
Yadavgiri, Mysore
32 Innovative Studios Pvt. Ltd. Innovative Bidadi Industrial Area, LOI 0.50
Film City Near Toyota Kirloskar,
Tech Park ,
Bangalore Mysore Highway,
Bidadi
33 Beverly Park Maintenance DLF Promenade No 173 & 174 Vasant Kunj, Agreement 18.73
Services Ltd. Phase-II, New Delhi.
34 MSK Enclave Pvt. Ltd & Fort Knox No.6, Camac Street, Kolkatta LOI 26.23
Asha Promoters P Ltd.
35 Mr Surender Singh Khera Southex Store G16, NDSE-I South extension, LOI 5.00
Part I, New Delhi
Total 182.77

39
We are in the process of identifying the locations for the remaining stores.
In addition to the expenditure to be incurred on own /leased property for the stores/showrooms/malls by way of Deposits to be
placed with property owners / developers, capital expenditure may also be incurred for brokerage and other related expenses.
Capital expenditure is also planned to be incurred in furnishing of the stores including electrical and lighting equipments, air
conditioning, interiors, furniture, fixtures, security systems, in -store IT systems, display equipments and other establishment
related expenditure. We have not entered into any agreements for the same as of date as these contracts would be entered
into a few months before the store is handed over to the Company by the developers/property owners.
We also propose to upgrade some of our existing stores. Upgradation of some of the existing stores will help enhance customer
interest by providing a new look, scope for better visual merchandising and in-store display and improve the customers
shopping experience. Expansion of some of the stores will also enable us to increase our existing range of offerings by
effectively utilizing the additional space available.The Upgradation budget would include expenses on electrical and lighting
equipments, air conditioning, interiors, furniture, fixtures, security systems, in -store IT systems, display equipment and other
establishment related expenses. Since these are standard equipments available from various vendors in India and overseas,
we do not foresee any difficulty in sourcing the same within short notice. The amount to be defrayed for this purpose is
estimated to about Rs. 200 lakhs.
A sum-total of Rs. 5,360 lakhs is planned to be incurred on purchase of stores, deposits to be given to the property owners/
developers, upgradation of existing stores, and furnishing of new stores. The schedule of implementation of the retailing plan
category-wise is as under:
Year Watch Retail Chain Jewellery Retail Chain
Stores Budgeted amount Stores Budgeted amount
(Rs. in lakhs) (Rs. in lakhs)
2006-07 57 2,633 1 200
2007-08 25 1,977 3 550
In addition to these stores, which will be managed by the Company, we intend to continue to set up franchised stores under the
‘World of Titan’ and ‘Tanishq’ chains as well as the ‘Timezone’, ‘Sonata’, ‘Fastrack’ and ‘Goldplus’ chains. However, these will
not involve any direct capital investment by the Company.
ii. Replacement, refurbishment and expansion of the Watch Manufacturing and Assembly facilities;
Replacement and refurbishing of watch manufacturing facilities and technology for precision plastic injection moulding
Our facilities for making watch components which are assembled into a watch was set up at Hosur, Tamil Nadu during 1986 -
87 with an initial assembly capacity of 20 lakhs watches. The manufacturing capacity was thereafter expanded in stages to its
present level of 110 lakhs. Certain items of plant and machinery are approximately 20 years old and we intend to replace the
same. We have already commenced a planned program of renewal and replacement of such machinery. We intend to incur
Rs. 639 lakhs towards this purpose. We have not yet placed any orders for the same.
In fiscal 2006, at our existing manufacturing facility at Hosur, we intend to establish manufacturing facilities with the addition of
precision plastic moulding equipment for the manufacture of micro-precision plastic movement components of watches using
injection moulding technology. An outlay of Rs. 345 lakhs is estimated for this project.
Through the aforesaid replacement and refurbishment, our manufacturing capacity will increase only marginally. However we
expect higher productivity from the newer machines. We expect to import part of the required equipments from reputed
equipment manufacturers and purchase the rest in India. All items which will be imported are standard equipments and are
easily available from vendors in India or overseas on short notice.
Expansion of assembly facilities for watches
At present, we have watch-assembly facilities at Hosur in Tamil Nadu, Dehradun in Uttranchal and Baddi in Himachal Pradesh.
In order to meet the growing demand for watches, we propose to expand our assembly capacity at Dehradun and Baddi where
we are entitled to avail exemption from payment of excise duty for an initial period of ten years and also avail tax benefits under
section 801C of Income-Tax Act, 1961.
Certain facilities situated in Dehradun and Baddi are currently entitled to certain fiscal benefits. However, any changes in
Government policy could affect our expansion plans. We have filed a writ petition in the High Court of Uttranchal in relation to
a notification wherein certain benefits available to us have been withdrawn. For details, please refer to the Risk Factor titled
“We have filed a writ petition in the High Court of Uttranchal, challenging the notification issued by the Government which has
revoked certain benefits provided to us” in the section titled “Risk Factors” on page 4 of this Letter of Offer.

40
 TITAN INDUSTRIES LIMITED

The details of the proposed expansion plans are given below:

Year ending Assembly Capacity Expansion Total Cost
(Number of pieces in lakhs) (Rs. in lakhs)
Baddi Dehradun Total
March 31, 2007 5 10 15 646
March 31, 2008 5 10 15 220
Total 866
Capital expenditure to be incurred in relation to the expansion of watch assembly facilities includes construction of new
buildings and extension of existing buildings, climate control systems (air-conditioning and dust control systems), specialized
semi-automated assembly equipment, testing equipment, furniture, fixtures and other facilities/watch assembly related items.
The equipments required are standard and easily available from various vendors in India and overseas on short notice
The break-up of the budgeted capital expenditure planned for the fiscal 2007 and fiscal 2008 are as follows:
Sl. Description Quantity Department Cost Schedule
in # (In Rs.
lakhs)
A Watch Assembly – Hosur
Imported Machinery
1 Running Test Equipment 1 Assembly 30 I qtr 06-07
Indigenous Machinery
1 Upgradation of autostation at FA-1 Line 2 A movement Assembly 30 I qtr 06-07
2 Auto visual inspection for 7000 line 1 Movement Assembly 15 I qtr 06-07
3 Auto visual inspection for 5000 line 1 Movement Assembly 15 I qtr 06-07
4 Auto visual inspection for Calibre 7000 line 1 Assembly 15 I qtr 07-08
5 Auto visual inspection for Calibre 5000 line 1 Assembly 15 I qtr 07-08
B Watch Assembly - Dehradun (DDN)
1 Megatec RT equipment 1 DDN – 2 30 I qtr 06-07
2 Running Test Equipment 1 DDN assembly 20 II qtr 07-08
C Watch Assembly - BADDI
1 Running Test Equipment 1 HP unit 20 II qtr 07-08
2 Semi-Automatic Line (PPE) AL2203 1 HP - new unit 19 I qtr 07-08
3 Automatic water resistance tester 1 HP-new unit 15 I qtr 07-08
D Establishing new assembly unit - HP/DDN
Civil Work
1 Acquisition of land & building construction HP/ DDN - New Unit 206 III qtr 06-07
Imported machinery
1 Semi-Automatic Line (PPE) AL2203 1 HP/ DDN - New Unit 19 III qtr 06-07
2 Automatic water resistance tester 1 HP/ DDN - New Unit 15 III qtr 06-07
Indigenous machinery
1 Measuring instruments 1 HP/ DDN - New Unit 20 III qtr 06-07
2 Air-conditioning system - 50 TR 1 HP/ DDN - New Unit 45 III qtr 06-07
3 DG set - 180 kVA 1 HP/ DDN - New Unit 15 III qtr 06-07
4 HT & LT panels 1 HP/ DDN - New Unit 15 III qtr 06-07
5 Electrification 1 HP/ DDN - New Unit 35 III qtr 06-07

41
 Sl. Description Quantity Department Cost Schedule
No. in # (In Rs.
lakhs)
E Movement Manufacturing
Indigenous machinery
1 Coil winding machine 1 Step motor 25 III qtr 06-07
2 Ultrasonic cleaning machine 1 Auto turning 20 III qtr 06-07
3 TWB 7000 - LTM 1 Ebauche 40 III qtr 06-07
4 Stem Sq. milling machine 2 Auto turning 15 II qtr 06-07
5 Zumbach Z1 machine 1 Ebauche 20 II qtr 06-07
6 Sub-Assy machine for Plastic Rotor Assy. 2 Gears SA 25 II qtr 06-07
Imported Machinery
1 Wahli 92 + 20 1 Gears 40 II qtr 07-08
F Case Manufacturing
Imported machinery
1 Friction Press - 100T 1 Press shop 20 I qtr 06-07
2 Cryo Pumping unit for Hauzer 1 Ion plating 30 II qtr 07-08
Indigenous machiney
1 Automation on back cover & case centre forming 1 Case maintenance 20 II qtr 06-07
2 Automation for back cover & case centre forming 1 Case maintenance 20 III qtr 07-08
G Tool Room
Imported machinery
1 Technology transfer for Injection moulding Tool Room 100 II qtr 06-07
2 Micro-precision Injection Moulding machine 1 Tool Room 55 I qtr 06-07
3 Micro-precision EDM machine 1 Tool Room 100 II qtr 06-07
4 Micro-precision Injection Moulding machine 1 Tool Room 45 II qtr 07-08
Indigenous machinery
1 EDM machine 1 Tool Room 20 II qtr 06-07
2 Ultrasonic Cleaning machine 1 Tool Room 15 II qtr 06-07
H Services
Indigenous machinery
1 Incinerator with Scrubber 1 Civil Engg 40 IV qtr 06-07
2 Air handling units 10 Engineering services 36 III qtr 06-07
3 Energy efficient transformer 1250 kVA 1 Engineering services 18 IV qtr 06-07
4 DG set - 625 kVA 1 Engineering services 35 IV qtr 06-07
5 Air handling units 1 Engineering services 33 III qtr 07-08
6 Energy efficient transformer 1250 kVA 1 Engineering services 20 IV qtr 07-08
I Miscellenaous Items like - Jigs, Fixtures, 464
Water Coolers, Measuring Instruments,
storage accessories etc.
TOTAL 1850
The equipment required are standard and easily available from various vendors in India and overseas on short notice and
hence the Company will place the orders for the equipments closer to the expansion requirements.

42
 TITAN INDUSTRIES LIMITED

iii. Expansion of jewellery-making facilities:

The jewellery-making facilities of the Company at Hosur were commissioned in 1994. We intend to spend approximately Rs.
775 lakhs on equipment for line balancing and productivity improvement.
All the jewellery produced by the Company is branded jewellery under the name ‘Tanishq’. From March 1, 2005, branded
jewellery has become liable to excise duty at the rate of 2%. However units set up in sub-Himalayan states are exempted from
the payment of excise duty for an initial period of 10 years. Our watch manufacturing facility situated in Dehradun is currently
entitled to certain excise duty and income tax benefits. To avail of the same benefits as our watch manufacturing facility, we
intend to set up a 14,000 square feet jewellery manufacturing facility at Dehradun, adjacent to our watch assembly unit, on
land which we have recently acquired. However, any change in government policy could affect our expansion plans.
This unit will manufacture studded jewellery and also comprise of a facility for vendors to manufacture plain gold jewellery. The
estimated cost of setting up of this facility is approximately Rs. 300 lakhs. We expect the unit to commence production in the
first half of fiscal 2007. The break-up of the capital expenditure planned for the fiscal 2006 and fiscal 2007 is as follows:

Budgeted Capex planned for the year 2006 - 07 & 2007 - 08

S.No Department Item description Fiscal 2006 Fiscal 2007
Qty. lakhs/Rs. Qty. lakhs/Rs.
1 Studded Casting machine 1 35
2 Studded Laser welding 1 25
3 Studded Laser Marking 1 10
4 Plain Laser Engraving 1 10
5 Alloying & Refining Alloying unit 1 100
6 Alloying & Refining Auto turning machine -1 1 28
7 Alloying & Refining Wire drawing machine - 1 1 12
8 Alloying & Refining Melting furnace -1 1 10
9 Alloying & Refining Mini press (10 to 15 T)-1 1 10
10 Quality assurance 6 digit mettler - 2 2 14 1 70
11 Quality assurance Assay facilities - 2 2 10 1 50
12 Development centre Material testing facility includes 1 20
13 Development centre ICP 1 35
14 Development centre SEM 1 25
15 Development centre Furnace 2000 deg 18 1 18
16 Plant & Machinery LT Breakers 50
17 Plant & Machinery HT Breakers 15
18 Plant & Machinery Scrubber systems 10
19 Plant & Machinery Stand by foundry melting control unit 10
20 MSO Cut grading instruments 2 10
21 Other Machinery 78 102
Total value of items 365 410

43
iv. Expansion of precision engineering manufacturing facilities:
Our precision engineering units are presently located at Hosur, Tamil Nadu and Bommasandra, Karnataka. We already
are in the process of expanding our facilities at Hosur. Our new unit at Bommasandra, near Electronic City on the Hosur-
Bangalore highway, has already commenced production. Due to the specialized nature of the components produced, the
precision engineering business is capital intensive. The output is sold through long term contracts. We intend to increase
the capacity in phases according to the orders received by us. At present our entire output has been booked by long term
contracts for 3 to 5 years. We expect an expenditure of Rs. 2,000 lakhs and Rs. 1,500 lakhs in expanding our facilities in
fiscal 2007 and fiscal 2008 respectively. Details of capital investments planned in fiscal 2007 and fiscal 2008 are as
follows:
Break-up of budgeted capital investments planned for fiscal 2007
(Rs. in lakhs)
CNC Turn-mill centres (13 nos) to cater to complex jobs 650
CNC Milling machines (4 nos) 300
CNC 5- axis machining centres 250
Heat Treatment – Vacuum Hardening, Annealing and Tempering 300
Inspection and Testing Equipment (Calibration devices) 150
Additional Infrastructure at Bommasandra Plant. 200
Additional Infrastructure at Hosur plant 150
Total 2,000

Break-up of budgeted capital investments planned for fiscal 2008

(Rs. in lakhs)
Capacity build-up to cater to the aerospace machining segment 350
Move up on the value chain in existing clientele of aerospace sector by acquiring
capabilities such as special coatings, honing, and fine surface finishing 400
Manufacturing facility to support new projects in automotive sector for
specialty components and sub-assemblies 350
Investments in IT sector for Supply Chain Strengthening 150
Support equipment and infrastructure to expand Clocks & Pointers 50
Land and Building 200
Total 1,500
This expansion would be carried out at the surplus land available at our Hosur plant for the expansion of precision
engineering facilities. The civil engineering work is estimated to be complete by December 2007. The equipments required
are standard and easily available from various vendors in India and overseas on short notice and hence the Company will
place the orders for the equipments closer to the expansion requirements. The aforesaid expansion will be completed by
March 2008.
v. Redemption of our preference shares and General Corporate Purposes:
We seek to further enhance our market position in all the businesses in which we operate. In addition to continued
investments in expansion of our retail chain, we intend to further develop and expand our information technology
infrastructure to support our retail chain and category expansion through new product offerings, strategic acquisitions,
investments or joint ventures. We seek to further upgrade and expand our information technology infrastructure and
ensure that our systems are integrated with our suppliers.
We operate in a very competitive and dynamic environment. So far our growth has been organic. As a part of our growth
strategy, we continue evaluating acquisition opportunities that complements our existing business. As on date of this
Letter of Offer we have preference shares outstanding of Rs. 4,000 lakhs. We may redeem our our preference shares to
the extent possible in accordance with the Companies Act and in terms of the issue of preference shares.

44
 TITAN INDUSTRIES LIMITED

We have earmarked a sum of Rs. 4,021 lakhs towards general corporate purposes. The above estimate also takes into
account additional investments, in case of a strong order book, that may be required in the expansion of manufacturing
facilities for the precision engineering business or any additional requirements in the other businesses in which we operate.
vi. Issue Expenses:
The total expenses of the Issue are estimated to be approximately Rs. 157 lakhs. The expenses of this Issue inter alia
includes fees and expenses payable to the Lead Manager, Registrar to the Issue, Legal Counsel to the Issue, Auditor,
stamp duty, printing and stationary expenses and other expenses. All expenses with respect to the Issue would be borne
by the Company from the proceeds of the Issue.
The estimated Issue expenses are as under:
Sl. Expenses Incurred Amount Percentage of Percentage of
No. (Rs. in lakhs) Total Issue Total Issue
Expenses Size
1. Lead Management Fees 35 22.31 0.28
2. Marketing Expenses and Issue advertisements 15 9.56 0.12
3. Mailing and Registrar Expenses 37.3 23.77 0.29
4. Printing 15.8 10.07 0.12
5. Stamp Duty, Auditors, Listing, Filing, 41.8 26.64 0.33
Rating and Legal Fees
6. Misc. Expenses 12 7.65 0.09
Total 156.9 100.00 1.24
The net proceeds of this Issue would be used to meet all or any of specific objects described above.
Interim use of proceeds
The management, in accordance with the investment policies set up by the Board from time to time and in view of the aforesaid
objects of the Issue will have the flexibility in deploying the proceeds received by us from the Issue. Pending utilization for the
purposes described above, we intend to temporarily invest the Issue proceeds in high quality, interest/dividend bearing liquid
instruments including money market mutual funds and/or deposits with banks for the necessary duration and repayment of
short term loans.
No part of the Issue proceeds will be paid by us as consideration to Promoters, Directors, key management personnel,
Subsidiaries, Affiliates or companies forming part of the Promoter group.
Working Capital
The proceeds of the Issue will not be used to meet our working capital requirements. We expect to meet our incremental
working capital requirements from our internal accruals and additional/enhanced working capital facility, if necessary. For
more details on the loans and working capital facility currently availed by us, please refer to the section titled “Description of
Certain Indebtedness” beginning on page 240 of this Letter of Offer.
Funds Deployed
The security deposits in relation to the properties located indicated under the head “Setting up of new stores and upgradation
and expansion of existing stores” aggregating to Rs. 182.77 lakhs has been paid out of internal accruals. The same has been
certified by A.F. Ferguson & Co., Auditors to the Company, vide their letter dated March 09, 2006. We have not incurred any
other expenditure towards the Objects of the Issue as of date.
Monitoring of utilization of funds
There is no requirement for a monitoring agency in terms of Clause 8.17 of the SEBI DIP Guidelines. The Audit Committee
appointed by the Board of Directors will monitor the utilization of the Issue proceeds.

45
 BASIS FOR ISSUE PRICE
Investors should read the following summary along with the sections titled “Risk Factors” and “Financial Statements” beginning
on pages 4 and 113 of this Letter of Offer, respectively and other details about the Company, its Subsidiaries and Associates
included in this Letter of Offer.
Qualitative Factors

Strong Brands
We possess strong brands like Titan, Sonata, Fastrack and Tanishq, which enables us to command a premium for our
products as against our competitors.

Strong Retailing, Distribution and Supply Network
We sell our watches through over 11,393 outlets in over 2,546 towns in India. There are currently over 179 World of Titan
showrooms in over 105 towns and over 130 Time Zones in over 81 towns. We sell Tanishq jewellery through over 81
stores spread across over 61 towns in India. We have a strong distribution and logistics network to support our all India
presence in retailing.

Design Expertise
We have a large and experienced in house design team. Majority of our watches are designed in house. We rely on both
our in house team and freelance designers for our jewellery business.

Leading Market Position
We believe that we have a significant share of the organized watch market in India and have a large customer base.
Tanishq is the best known jewellery brand in India. (Source: Solitaire International, July 2005) Tanishq has a 40% share
of the organised jewellery market. (Source: World Gold Council and Mckinsey Study 2003 as quoted in Solitaire International,
July 2005)
Quantitative Factors
Basis of issue price of Convertible Portion of PCD:
Information presented in this section is derived from our unconsolidated restated financial statements, prepared in accordance
with Indian GAAP.
a) Earning Per Share (EPS) - Restated of face value of Rs. 10
Year Rupees Weight
Year ended March 31, 2003 0.61 1
Year ended March 31, 2004 2.35 2
Year ended March 31, 2005 5.32 3
Weighted Average 3.55
EPS (not annualized) for the six-month period ending September, 2005 was Rs. 5.71
Notes:
(1) The earning per share has been computed on the basis of ‘Net profit – restated’ as appearing in the “Summary
Statement of Profits and Losses – Restated” as per the Auditors’ Report.
(2) The weighted average of EPS for these fiscals has been calculated by giving weights of 1, 2 and 3 for fiscal 2003,
2004 and 2005 respectively.
(3) The face value of each Equity Share is Rs. 10.
b) Price/Earning (P/E) ratio in relation to the conversion price of Part A of the PCD:

Based on EPS of Rs. 5.32 for year ended March 31, 2005 : 65.79

As there is no separate classification for retail sector, benchmark comparable industry P/E is not available

46
 TITAN INDUSTRIES LIMITED

c) Return on Average Net Worth:

Year RONW % Weight
Year ended March 31, 2003 5.80 1
Year ended March 31, 2004 10.79 2
Year ended March 31, 2005 16.81 3
Weighted Average 12.97
RONW (not annualized) for the six-month period ending September 30, 2005 was 14.14%
Notes:
(1) Net worth means Equity Share Capital + Preference Share Capital + Reserves and Surplus – Miscellaneous
expenditure (to the extent not written off or adjusted) as appearing in “Summary Statement of Assets and Liabilities
– Restated” as per the Auditors’ Report.
(2) The weighted average of Average Net Worth for these fiscals has been calculated by giving weights of 1, 2 and
3 for fiscal 2003, 2004 and 2005 respectively.
Minimum Return on Increased Net Worth required to maintain pre-issue EPS: 9.23%
d) Net Asset Value
Net Asset Value per Equity Share as at September 30, 2005 is Rs. 43.04
The Net Asset Value per Equity Share after the Issue is Rs. 57.65
Conversion price of Part A of the PCD: Rs. 350 per Equity Share
e) Comparison of Accounting Ratios with Peers
We believe there are no comparable listed companies, which are in the business of watch manufacturing and
retailing, and are also into jewellery manufacturing and retailing business. Hence there is no comparison with
industry peers.
The face value of each Equity Share is Rs. 10 per Equity Share and the conversion price of the convertible
portion of Rs. 350 per Equity Share is 35 times of the face value.
The Lead Manager believes that the Issue Price of Rs. 350 is justified in view of the above qualitative and
quantitative parameters.
Basis of interest rate payable on Non Convertible Debenture Portion:
Salient features of Non Convertible Debenture Portion:
Credit Rating assigned by:

CRISIL Limited as ‘A/Stable’ (indicates adequate degree of safety with regard to timely payment of interest and principal
on the instrument)

ICRA Limited as ‘LA’ (indicates adequate credit quality)
Redemption: At the end of 5 years
Rate of Interest: At the rate of 6.75% per annum payable annually
Yield to Investor: 6.75%
Prevailing Yield on Government of India Securities (As on February 20, 2006) - The annualized yield on the 5-year benchmark
security is 6.82%. (Source: Bloomberg)
On the basis of above the Lead Manager and the Company are of the opinion that the interest payable on NCD portion is
justified.
Information as required to be given vide Ministry of Finance circular No. S2/SE/76 dated February 5, 1977 read with
circular of even number dated March 8, 1977 is given below:
i. Working results (Unaudited Financial Results) of the Company for the period ended January 31, 2006 during the current
Financial Year

47
 (Rs. in lakhs)
(a) (i) Sales / Turnover 115,691.09
(ii) Other Income 152.08
(b) Estimated gross profit (excluding depreciation and taxes) 7,094.69
(c) (i) Provision for depreciation 1,623.69
(ii) Provision for Taxes 1,269.93
- Current Tax 1,641.00
- Deferred Tax (698.00)
- Fringe benefit Tax 226.00
- Taxes of earlier years 100.93
(d) Estimated net profit 4,201.07
There are no material changes and commitments, which are likely to affect position of the Company since the last date up
to which audited information is incorporated in the Letter of Offer.
ii. Week-end prices of Equity Shares of the Company for the last four weeks are given below:
Week ended on Closing price on BSE (Rs.) Closing price on NSE (Rs.)
March 3, 2006 861.3 861.95
February 24, 2006 800.10 799.65
February 17, 2006 794.40 795.10
February 10, 2006 797.35 797.05
iii. As per the notice no. 20060215-29, issued by the BSE, the transactions in the Equity Shares of the Company would be
done on an ex-right basis with effect from February 27, 2006. The closing price of the Equity Shares of the Company on
the BSE and NSE on February 27, 2006 was Rs. 780.35 and Rs. 780.40.per Equity share(ex-rights Price) respectively.
iv. Current market price of our Equity Shares (as on March 8, 2006) on the BSE was Rs. 835.05 and on the NSE was
Rs. 835.50. (Closing price)
v. Highest and lowest prices of our Equity Shares on BSE and NSE
The highest and lowest prices in the last four weeks on BSE were:
Rs. Per Share Date
Highest 873.80 3-Mar-06
Lowest 679.05 6-Feb-06
The highest and lowest prices in the last four weeks on NSE were:
Rs. Per Share Date
Highest 875 3-Mar-06
Lowest 679 6-Feb-06

48
 TITAN INDUSTRIES LIMITED

Statement of Possible Direct Tax Benefits available to Titan Industries Limited and its
Shareholders

A.F. Ferguson & Co.

Chartered Accountants
Deloitte Centre
Anchorage II
100/2 Richmond Road
Bangalore 560 025
India
Tel: + 91 80 5527 6000
Fax: + 91 80 5527 6014
The Board of Directors
Titan Industries Limited
3, SIPCOT Industrial Complex
Hosur 635 126
Dear Sirs,
We hereby report that the enclosed annexure states the possible direct tax benefits available to Titan Industries Limited (the
“Company”) and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependent
on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws. Hence, the ability of the
Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on business
imperatives the Company faces in the future, the Company may or may not choose to fulfill.
The benefits discussed in the enclosed annexure are not exhaustive. This statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the
individual nature of the tax consequences and the changing tax laws, each investor is advised to consult their own tax consultant
with respect to the specific tax implications arising out of their participation in the issue.
We do not express any opinion or provide any assurance as to whether:
the Company or its shareholders will continue to obtain these benefits in future; or
the conditions prescribed for availing the benefits have been/would be met with.
The contents of the enclosed annexure are based on information, explanations and representations obtained from the Company
and on the basis of our understanding of the business activities and operations of the Company.

For A.F. Ferguson & Co.

Chartered Accountants
H.L. Shah
Place : Bangalore Partner
Date : December 26, 2005 (Membership No.33590)

49
Statement of possible Direct Tax Benefits available to Titan Industries Limited (“the Company”) and its Shareholders

A. TO THE COMPANY
The Company will be entitled to claim depreciation allowance at the prescribed rates on specified tangible and Intangible
Assets under section 32 of the IT Act.
The Company will be entitled to claim expenditure incurred in respect of voluntary retirement under section 35DDA of the IT
Act in five equal annual installments.
The Company is eligible to claim deduction under section 80IC of the IT Act in respect of 100% of the profits of its Dehradun
Unit in Uttaranchal and its Baddi Unit in Himachal Pradesh for a period of five years from the date of commencement /
expansion and thereafter 30% of the profits of these units for the next five years subject to the conditions specified under the
said section.
In accordance with the provisions of section 10(38) the long-term capital gains arising on the transfer of equity shares or units
of equity oriented fund in a transaction entered into in a recognized stock exchange in India and where such transaction is
chargeable to Securities Transaction Tax under Chapter VII of the Finance (No. 2) Act, 2004, shall be exempt from income tax.
The long-term capital gains accruing to the Company otherwise than as mentioned in 4 above, shall be chargeable to tax in
accordance with and subject to the provisions of section 112 of the IT Act as follows :
If long-term capital gain is computed with indexation, then @ 20% (plus applicable surcharge and education cess).
In the case of certain listed, securities, units and zero coupon bonds, in a transaction not entered into in a recognized stock
exchange, then long term capital gain is computed without indexation @ 10% (plus applicable surcharge and education cess)
if the tax computed @ 10% is less than the tax computed @ 20% as mentioned above.
The short-term capital gains accruing to the Company, from the transfer of a short-term capital asset, being an equity share in
a Company or a unit of an equity oriented fund, in a transaction entered into in a recognized stock exchange in India, and
where such transaction is chargeable to Securities Transaction Tax under Chapter VII of the Finance (No.2) Act, 2004 shall be
chargeable to tax at the rate of 10% [plus applicable surcharge and education cess] as per the provisions of section 111A of
the IT Act.
The Company is eligible to claim exemption in respect of tax on long-term capital gains under sections 54EC and 54ED if the
amount of capital gains is invested in certain specified bonds/securities subject to the fulfillment of the conditions specified in
those sections.
The Company is eligible to exemption under section 10(34) in respect of income by way of dividend received from other
Domestic Companies.
The Company is eligible to exemption under section 10(35) in respect of income by way of dividend received from mutual fund
specified under section 10(23D) and other specified undertakings/companies.
B. TO THE MEMBERS OF THE COMPANY
RESIDENTS
1. Members will be entitled to exemption, under section 10(34) of the IT Act in respect of the income by way of dividend
received from the Company.
2. The long-term capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction
entered into in a recognized stock exchange in India, and where such transaction is chargeable to Securities Transaction
Tax under Chapter VII of the Finance (No.2) Act, 2004 shall be exempt from tax as per the provisions of section 10(38).
The short-term capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction
chargeable to securities transaction tax and entered into in a recognized stock exchange in India, would be chargeable to
tax @ 10% plus applicable surcharge and education cess as per the provisions of section 111A of the IT Act.
As per the provisions of section 112 of the IT Act, the long-term capital gains accruing to the members of the Company
from the transfer of the shares of the Company, otherwise than as mentioned in point 2 above, shall be charged to tax:

@ 20% (plus applicable surcharge and education cess) after deducting from the sale proceeds the indexed cost of
acquisition; or

@ 10% (plus applicable surcharge and education cess) after deducting from sales proceeds the cost of acquisition
without indexation.

50
 TITAN INDUSTRIES LIMITED

The members are entitled to claim exemption in respect of tax on long-term capital gains under sections 54EC and 54ED of the
IT Act, if the amount of capital gains from transfer of shares of the Company is invested in certain specified bonds/securities
subject to the fulfillment of the conditions specified in those sections.
Individuals or HUF members can avail exemption under section 54F by utilization of the sale consideration arising from the
transfer of shares of the Company, being long-term capital asset, for purchase/ construction of a residential house within the
specified time period and subject to the fulfillment of the conditions specified therein.
NON-RESIDENTS
a. Non resident members will be entitled to exemption, under section 10(34) of the IT Act in respect of the income by way of
dividend received from the Company.
b. The long-term capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction
entered into in a recognized stock exchange in India, and where such transaction is chargeable to Securities Transaction
Tax under Chapter VII of the Finance (No.2) Act, 2004 shall be exempt from tax as per the provisions of section 10(38).
c. The short-term capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction
chargeable to securities transaction tax and entered into in a recognized stock exchange in India, would be chargeable to
tax @ 10% [plus applicable surcharge and education cess] as per the provisions of section 111A of the IT Act.
d. As per the provisions of section 112 of the IT Act, the long-term capital gains accruing to the members of the Company
from the transfer of the shares of the Company, otherwise than as mentioned in point 2 above, shall be charged to tax @
20% plus applicable surcharge and education cess after deducting from the sale proceeds the cost of acquisition.
e. The members are entitled to claim exemption in respect of tax on long-term capital gains under sections 54EC and 54ED
of the IT Act, if the amount of capital gains is invested in certain specified bonds/securities subject to the fulfillment of the
conditions specified in those sections.
f. Individuals or HUF members can avail exemption under section 54F by utilization of the sale consideration arising from
the transfer of shares of the Company, being long-term capital asset, for purchase/ construction of a residential house
within the specified time period and subject to the fulfillment of the conditions specified therein.
g. Under the provisions of section 90(2) of the IT Act, if the provisions of the Double Taxation Avoidance Agreement [DTAA]
between India and the country of residence of the non-resident are more beneficial, then the provisions of the DTAA shall
be applicable.
h. Non-Resident Indians [as defined in section 115C(e) of the IT Act], being shareholders of an Indian Company, have the
option of being governed by the provisions of Chapter XII-A of the IT Act, which inter alia entitles them to the following
benefits in respect of income from shares of an Indian Company acquired, purchased or subscribed to in convertible
foreign exchange.
As per the provisions of section 115E of the IT Act, and subject to the conditions specified therein, long-term capital gains
arising on the transfer of Company’s shares will be charged to income-tax @ 10% (plus applicable surcharge and education
cess).
As per the provisions of section 115F of the IT Act and subject to the fulfillment of the conditions specified therein, the long-
term capital gains arising on the transfer of Company’s shares shall be exempted from income tax entirely/ proportionately if
all or a portion of the net consideration is invested within 6 months of the date of transfer in specified assets as defined in
section 115C (f) or any savings certificates referred to in section 10(4B) of the IT Act. The amount so exempted shall, however,
be chargeable to tax as long-term capital gains under the provisions of section 115F(2) if the specified assets are transferred
or converted in to money within three years from the date of acquisition thereof as specified in the said section.
As per the provisions of section 115G of the IT Act, Non-resident Indians are not obliged to file a return of income under
section 139(1) of the IT Act, if their only source of income is income from investments or long-term capital gains earned on
transfer of such investments or both, provided tax has been deducted at source from such income as per the provisions of
Chapter XVII-B of the IT Act.
Under section 115H of the IT Act, where a Non-resident Indian, in relation to any previous year, becomes assessable as a
resident in India in respect of the total income of any subsequent year, he/she may furnish to the Assessing Officer a declaration
in writing, along with his/her return of income under section 139 of the IT Act for the assessment year for which he/she is so
assessable, to the effect that the provisions of the Chapter XII-A shall continue to apply to him/her in relation to investment
income derived from any foreign exchange asset, being an asset of the nature referred to in sub-clause (ii) and (iii) to clause
(f) of section 115C, in which case, the provisions of Chapter XII-A shall continue to apply to him/her in relation to such income
for that assessment year until the transfer or conversion (otherwise than by transfer) into money of such assets.

51
As per the provision of section 115-I of the IT Act, when a Non-resident Indian, elects not to be governed by the provision of
Chapter XII-A of the IT Act (by furnishing a return of income declaring therein), then his/her total income shall be computed
and charged in accordance with other provisions of the IT Act.
FOREIGN INSTITUTIONAL INVESTORS
1. Income by way of dividend received on shares of the Company is exempt under section 10(34) of the IT Act.
2. The long-term capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction
chargeable to securities transaction tax and entered into in a recognised stock exchange in India, would be exempt from
tax as per the provisions of section 10(38).
3. The short-term capital gains accruing to the members of the Company on sale of the Company’s shares in a transaction
chargeable to securities transaction tax and entered into in a recognised stock exchange in India, would be chargeable to
tax @ 10% [plus applicable surcharge and education cess] as per the provisions of section 111A.
4. Under section 115AD(1)(b)(ii) of the IT Act, income by way of short-term capital gains arising from the transfer of shares
(otherwise than as mentioned in 3 above) held in the Company for a period of less than 12 months will be taxable @ 30%
(plus applicable surcharge and education cess).
5. Under section 115AD(1)(b)(iii) of the IT Act, income by way of long-term capital gains arising from the transfer of shares
(otherwise than as mentioned in 2 above) held in the Company will be taxable @ 10% (plus applicable surcharge and
education cess). It is to be noted here that the benefits of indexation and foreign currency fluctuation protection as
provided by section 48 of the Act are not available to Foreign Institutional Investors.
6. Long term capital gains on sale of the Company’s shares by the members shall be exempt from income tax if such gains
are invested in bonds/equity shares specified in section 54EC or section 54ED respectively subject to the fulfillment of the
conditions specified in those sections.
7. Under the provisions of section 90(2) of the IT Act, if the provisions of the Double Taxation Avoidance Agreement (DTAA)
between India and the country of residence of the non-resident are more beneficial, than the provisions of the DTAA shall
be applicable.
MUTUAL FUNDS
As per the provisions of section 10(23D) of the Act, any income of Mutual Funds registered under the Securities and Exchange
Board of India Act, 1992 or Regulations made thereunder, Mutual Funds set up by public sector banks or public financial
institutions or mutual funds authorized by the Reserve Bank of India would be exempt from income tax.
BENEFITS UNDER THE WEALTH TAX ACT, 1957
Shares in Companies are not liable to wealth tax.
BENEFITS UNDER THE GIFT-TAX ACT, 1958
Gift of shares of the Company will not attract gift tax.

52
 TITAN INDUSTRIES LIMITED

Promise versus Performance

a) The Company had simultaneously undertaken a public issue of 17,50,000 Equity Shares for cash at par and 5,25,000
secured redeemable partly convertible debentures of Rs.300 each for cash at par at a coupon rate of 13.5% per annum,
aggregating to Rs. 17,50,00,000 in April 1987. The aggregate issue proceeds were utilized to set up a manufacturing
facility to manufacture quartz analog electronic watches at Hosur in Tamil Nadu. The Company did not make any profitability
projections in the Letter of Offer for the above issue and hence there is no comparison of the Company’s actual performance
vis-à-vis the projections made.
b) In August 1989, the Company completed a rights issue of 12.5% 2,40,000 partly convertible debentures to the shareholders
and 12,000 partly convertible debentures to the employees of the Company for cash at par in the ratio of one debenture
of face value of Rs. 500 each for every Rs. 100 fully paid equity shares held on the record date. The issue part financed
the capital expenditure plan for manufacture of watch cases and other critical components in-house. The Company did
not make any profitability projections in the Letter of Offer for the above issue and hence there is no comparison of the
Company’s actual performance vis-à-vis the projections made.
c) In October 1992 the Company made a rights issue of 1,46,90,900 Equity Shares of Rs. 10 each for cash at a premium of
Rs.40 per Equity Share, aggregating Rs. 7,345.45 lakhs. A comparison of promise versus performance for the next three
years is given below:
(Rs. in lakhs)
Financial Year 1993 Financial Year 1994 Financial Year 1995
Projection Actual Projection Actual Projection Actual
Sales & Other Income 21722.00 19281.30 35482.00 22880.78 45928.00 28393.55
PBIDT 4184.00 3656.16 5659.00 4503.14 6951.00 6000.45
Interest 1884.00 1846.19 1945.00 1615.93 2306.00 2179.77
Depreciation 736.00 722.76 1109.00 978.33 1402.00 1311.35
PBT 1564.00 1087.21 2605.00 1908.88 3243.00 2509.33
Taxes - - - - - -
Net Profit 1564.00 1087.21 2605.00 1908.88 3243.00 2509.33
Book Value (in Rs.) 29.76 28.41 33.47 30.42 38.47 33.36
Earnings per share
(Computed on average
paid up capital
during the year) (in Rs.) 5.08 2.57 6.10 4.52 7.60 5.93
The main reason for the difference between the projections and the actual achievement is the fact that the jewellery
manufacturing factory in Hosur commenced production only in the first quarter of 1994-95 as against the originally proposed
commissioning date, third quarter of 1993-94 and it took longer than expected for stabilization of production. Thus, both
sales and profits in relation to the business of the Company were affected.

53
 SECTION IV : ABOUT THE ISSUER COMPANY

Industry Overview
The Indian retail market is large, but highly fragmented with very few large retailers. Modernization of the Indian retail sector
will reflect in rapid growth in sales from supermarkets, departmental stores, hypermarkets and specialty stores. Modernization
of the Indian retail sector is reflected in rapid growth in sales from supermarkets, departmental stores, hypermarkets and
specialty stores.
The Indian retail sector is at an inflexion point, with many enabling conditions coming into existence e.g. favorable demographics,
rising consumer incomes, real estate developments especially with emergence of new shopping malls, availability of better
sourcing options both from within India and overseas, changing lifestyle that brings the Indian consumer closer to the consumers
in more developed markets, easy availability/ heightened usage of credit cards and affinity for branded products. All these
changes are driving growth of the organized retail sector. This growth is being witnessed across all the segments such as food
and grocery, textiles and apparel, consumer durables, music and books and speciality products, watches, jewellery, and
sunglasses come under the retail speciality segment. According to The Marketing Whitebook 2005, the size of retail in India is
$180 billion of which only 2% is organized retail. In the USA the share of organized retail is as high as 85%. Within the
organized retail sector, clothing and textile dominate with a 36% share followed by watches & jewellery, which has a 17%
market share.
Watch Industry
Globalization, greater literacy and a spurt in growth of the middle and higher middle class has turned India into a fast growing
market for watches as well as clocks. Over the past few decades, there has been a change in the composition of the industry.
From humble beginning in the 1950s, when the only choice was HMT (Hindustan Machine Tools), the scene has changed
today to one where the market is flooded with models from both India and abroad, all vying for the customer’s attention.
International brands have elevated the image and status of watches in modern life and today they are considered an essential
fashion accessory as against being a mere utility product as in the past.
The Indian watch market is currently pegged at approximately 350 lakh watches. (Source: Tradepost Vol. XLVII No.3 September
2005). The industry can be classified into 3 segments

Mass Market or the Economy market (Rs. 100 – Rs. 1000)

Mid Market or Mid Premium (Rs. 1000 – Rs. 5000)

Premium (Rs 5000 and above)
The volumes are predominantly concentrated in the mass market or the economy segment due to the presence of a large
number of players from the unorganized sector. As a result of reduction in peak custom duties, the industry has witnessed
entry of many international brands in to the country. Most of the international brands have entered in the premium segment.
Reduction in custom duty has increased the competition between Indian watch manufacturers and international watch brands.
The percentage of adults who own watches is much lower in rural areas as compared to urban areas. Most of the buyers,
specially in rural areas, are single watch owners.
Gems and Jewellery Industry (Source: ICRA-Indian Gems and Jewellery Industry, August 2005) The Indian gems and
jewellery industry is an important segment of the Indian economy. The industry is categorized into:

Gemstones - diamonds, coloured stones, precious, semi-precious, synthetic

Jewellery - plain gold, studded, silver, costume

Pearls
The two major segments in India are gold and diamond jewellery. Gold jewellery accounts for around 80% of the Indian
jewellery market, with the balance comprising of fabricated studded jewellery-diamonds and gemstones.
Purchase of jewellery is an important part of weddings in India. It is estimated that more jewellery is bought for weddings than
for all other reasons. The established tradition of buying jewellery on marriages reduces the industry’s susceptibility to recession.
Traditionally, the jewellery industry has been a fragmented one. Independent non branded jewellers had a reasonable standing
in a local area and enjoyed a loyal and fixed clientele. The buyer had implicit faith in his jeweller but widespread cheating of
several players had begun to shake this faith. The inadequacy of statutory controls has enabled many jewellers to get away
with providing jewellery of low purity (under-karatage). In 2000 GOI introduced voluntary hallmarking of gold jewellery through
the Bureau of Indian Standards (BIS). However hallmarking has not been fully utilized due to it being a voluntary process and
there being a limited number of hallmarking centres in the country.

54
 TITAN INDUSTRIES LIMITED

Branded jewellery is a fairly recent trend. Tanishq, the jewellery division of Titan, was set up in 1994 to bring credibility and
professionalism to the jewellery industry. Today, several other branded jewellers like Nakshaktra, Gili etc. have established
their presence in the market. Some local players and sight holders engaged in the cutting and polishing of diamonds are also
making a foray into the retail market.
The domestic jewellery market is estimated to be Rs. 435 billion. The domestic demand, for gold jewellery accounts for 80%
of the total market i.e. Rs. 350 billion. The balance comprises of diamond jewellery, which is estimated at Rs. 65 billion and
other fabricated jewellery, estimated at Rs. 20 billion.
Increased disposable income and aggressive promotion strategies by the diamond industry have led to a significant increase
in the demand for Indian diamond jewellery. The demand has increased significantly in recent years—from Rs. 19.7 billion in
1995 to around Rs. 56 billion in 2003 and to Rs. 65 billion in 2004.
With industry bodies like the World Gold Council (WGC), Diamond Trading Company (DTC) and Platinum Guild International
(PGI) continuing to invest in marketing gold, diamonds and platinum respectively, jewellery is likely to remain a significant item
on the Indian consumer’s shopping list.
Business
I. Overview
We were incorporated in 1984 as a joint venture between the TATA group and Tamil Nadu Industrial Development
Corporation (TIDCO), a Government of Tamil Nadu undertaking. We have been engaged in the manufacture and marketing
of quartz watches since 1987 and are now considered to be India’s leading watch manufacturer. Our business activities
cover watches, jewellery, precision engineering, accessories and licensed products and international marketing operations.
We have a wide range of products, which are classified on the basis of design, function and price points. In 1987 we
began manufacturing and retailing of watches, under the brand name Titan and thereafter under the brand names Sonata,
Fastrack and Nebula. We have recently entered the segment of premium fashion watches by acquiring a license for global
brands such as Tommy Hilfiger. In 1994 we diversified into manufacturing and marketing precious jewellery under the
brand name Tanishq. Tanishq started in 1994 by manufacturing and marketing 18 Karat studded jewellery and in 1997
also began manufacturing and marketing 22 karat plain gold jewellery. We are also supplying certain precision engineering
components and automation equipment to industrial buyers particularly in the automobile and aerospace industries. In
2002 we diversified into fashion eyewear by launching Fastrack I-Gear sunglasses.
In 2000, we set up strategic business divisions for the watch and jewellery businesses. These divisions are independent
and are headed by a Chief Operating Officer (COO). In 2004, we constituted the International Business Division for
handling our businesses in overseas markets, the division is also headed by a COO.
For our business processes, we employ around 3,134 personnel. Our main manufacturing and assembly facilities for our
watches, jewellery and precision engineering businesses are located at Hosur in Tamil Nadu. We also have a watch
assembly unit at Dehradun in Uttaranchal, Baddi in Himachal Pradesh and a unit owned by our subsidiary, TTPL in Goa
which produces electronic circuitry for quartz watches. To cater to the manufacturing requirements of export-based business
in the precision engineering division, we have an operating unit as Bommasandra, Bangalore.
Our total income was Rs. 73,425.36 lakhs, Rs. 1,17,058.78 lakhs and Rs. 93,164.21 lakhs in six months ended September
30, 2005, fiscal 2005 and fiscal 2004 respectively. Our net profit after tax as restated was Rs. 2,572.55 lakhs, Rs. 2,567.56
lakhs and Rs. 1,369.01 lakhs in six months ended September 30, 2005, fiscal 2005 and fiscal 2004 respectively.
II. Competitive Strengths
Strong Brands
Our continued efforts on brand building have resulted in the development of a range of strong brands like Titan, Tanishq,
Sonata and Fastrack, which enables us to command a premium for our products as against our competitors. We believe
that our brands command respect and credibility and offer us competitive advantages in existing markets and while
entering new markets. We are able to leverage our brands to launch new products and extend into new product categories.
We believe that in the process of building these brands we have gained valuable insight into consumer behaviour, which
we leverage and utilise to drive business in today’s competitive markets. Our brands have also won various awards and
recognitions in both national and international forums. We also benefit from our association with the TATA brand name
that stands for quality, trust and value, especially with respect to the marketing efforts of Titan, Sonata and Tanishq.
Strong Retailing, Distribution and Supply Network
We have gained immense experience by establishing and managing a vast number of Titan and Tanishq outlets. We sell
our watches through over 11,393 outlets in over 2,546 towns in India. There are currently over 179 World of Titan showrooms

55
 in over 105 towns and over 130 Time Zones in over 81 towns. We sell Tanishq jewellery through over 81 stores spread
across over 61 towns in India. Our presence in a wide range of retailing outlets from exclusive showrooms to department
stores has ensured that we have a wide network to reach our customers. We have a strong distribution and logistics
network and have undertaken various initiatives in further improving the efficiencies of our supply chain, which we believe
is critical to our operations. These aim at balancing multiple objectives, including keeping inventories and operating costs
under control. We have deployed international IT systems for our retail operations and complex supply chain across our
business processes, including enterprise resource planning software from SAP and Oracle. We also manage a wide after
sales service network for providing repair and maintenance services to our watch customers.
Design Experience
Product innovation is a primary driver for our businesses and design is a critical success factor especially when appealing
to the image conscious consumer. We have a large and experienced in house design team. Majority of our watches are
designed in house while we rely on both our in house team and freelance designers for our jewellery business. Our in
house design strength is a key differentiator which is constantly upgraded both through talent enhancement and technology
acquisition. Our in house design team received 7 accreditations in different categories at the NID-Business World Awards
-2004. Tanishq designed the ‘Miss India Crown’ and affiliated with a designer of international repute to create a collection
of jewellery which was presented at the Milan fashion week in 2004.
Integrated Manufacturing
We believe that we are the largest manufacturer of watches in India. Most of our manufacturing processes for our jewellery
business is done at our dedicated factory located in Hosur. Our integrated manufacturing base produces high quality
components on an efficient basis and at low cost. We believe our facilities help us to substantially reduce new product /
design development time and cost and ensures continued availability of our products to customers.
Leading Market Position
We believe that we have a significant share of the organized watch market in India and have a large customer base.
Tanishq is the best known jewellery brand in India. (Source: Solitaire International, July 2005) Our extensive marketing
exercises conducted on a regular basis and our international experience in the past 13 years has helped us to tackle
international competitors who have entered Indian markets.
Focus on Quality
We have established our reputation as a reliable manufacturer of quality products. We are committed to delivering high
quality products at reasonable prices to our customers. Our Time Products division received 1SO 14001-1996 accreditation
in March 2002. We have received various accreditations for our manufacturing units. Our jewellery division received ISO
9001:2000 certification in August 2004. Our precision engineering division received ISO/TS 16949: 2002 and BS EN ISO
9001:2000 certification in February 2005. For more details on the various certifications received by us, please refer to the
section titled “Awards and Certifications” on page 67 of this Letter of Offer.
Experienced Management and Technical Team
Our senior management team consists of experienced professionals with diverse skills and considerable experience in
the manufacturing, sales, marketing and retailing business both in the domestic and international markets. The management
team is complemented by a committed work force of highly technical and skilled personnel. Majority of our employees,
including our key managerial personnel have been working with us, for several years due to the emphasis we place on
employee retention and related benefits.
III. Our Strategy
Various products for specific price points and target audiences
Since inception, we have attempted to provide our customers, with quality products at a wide range of prices. As part of a
conscious branding and pricing exercise, we have developed several products for varying consumer demographics across
different price segments. We have brands like Sonata, which are focussed on the mass market as well as premium brands
like Nebula for high end consumers. In addition to the Tanishq, range of jewellery for premium customers, we have also
recently introduced GoldPlus to cater to the mass market jewellery demand and price conscious customers. We are in the
process of implementing an ambitious growth plan that envisages expansion of our watch and jewellery business to
further expand our customer base. We recently launched brand Xylys in India, a watch in the premium category range
(above Rs. 10,000) which is assembled in Switzerland. We hope to penetrate existing markets with our new offerings and
expand our existing customer base both in India and abroad.

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Our strategy for the Time Products Division

Watch SBUs- Titan and Sonata
In the watches market our strategy is to promote ownership of multiple watches and frequent replacement of watches
amongst existing owners with our ‘Titan’ brand of watches. Our internal research shows that 95% of the watch owners
own a single watch. We aim at creating demand for multiple ownership of watches. We focus on innovation to consistently
come up with new styles and technology introductions to create demand for multiple watch ownership. Through the
‘Sonata’ brand we encourage first time watch users and customers who buy watches from the unorganized market to
choose our brand as the preferred brand. With Sonata we also hope to tap into the large base of non watch owners in
India through innovative strategies. We also propose to expand our reach across the country by developing retail outlets.
The watch market is currently under penetrated by organized players and faces severe competition from the unorganized
sector. Increased penetration for the mid market segment will be achieved by expanding our presence in several upcoming
malls and department stores. We intend to continue to introduce products targeted at specific customer segments Our
Raga 9 to 5 collection targeted modern Indian women while our Titan Flip and Titan Edge collections targeted technology
savvy young professionals.
Precision Engineering SBU
We entered the precision engineering business in order to utilise our manufacturing facilities. However, with India becoming
a global destination for cost effective outsourcing of precision products because of the availability of high engineering
skills at a competitive price, we realised that it was worthwhile considering it as a business independent of watch and
jewellery. We propose to focus on this business as we see it to be a major growth driver for the Company. The critical
factor in this business, apart from delivery, cost and quality is our ability to scale up rapidly and capitalise on large long
term contracts. We propose to rapidly increase the capacity of our precision engineering units. A portion of the Issue
proceeds, amounting to Rs. 3,500 lakhs is proposed to be utilised to increase our manufacturing facilities for Precision
Engineering SBU. Our expansion plans include upgradation of the precision engineering division through technology
improvements to enable us to move up the value chain from component manufacturing to sub-assemblies. We believe
that improving our manufacturing facilities and capability building would enable us to serve sectors like automobile,
aerospace, and defence. We also intend to re-engineer our business processes to meet specific industry standards and
obtain certifications like TS 16949, AS 9100, NADCAP. The skills we possess in precision engineering and capabilities in
plastic injection moulding have been used to extend our activities to new areas such as tool and die making, manufacture
of precision components for the aerospace industry and dash board clocks for the automobile industry. We propose to
leverage these skills to diversify into the pharmaceuticals, electronics and telecom sectors.
Our strategy for the Jewellery Division
We intend to make Tanishq, the most desirable jewellery brand for the Indian women, by reinforcing it as an experiential
retail brand through differential service, best in class designs and optimum variety to cater to diverse tastes. The jewellery
market in India, though very large in size, is highly fragmented and unorganised. We ventured into the jewellery market
because we saw an opportunity for branded jewellery. By branding jewellery and promoting Tanishq as a jeweller with
national presence, our strategy is to capitalise on our first mover advantage by guaranteeing our customers purity and
innovative designs. We also promote professional practices in marketing and retailing. We intend to further improve our
market based planning of merchandise to ensure adequate supply of quantity as well as variety at each store. This will
ensure better inventory management which is critical in the capital intensive jewellery business. We propose to expand
our national network by establishing new Tanishq showrooms across the country. Our strategy is to build and enhance
our brand image by continued emphasis on the quality and design of our jewellery products and tap the vast jewellery
market in India.
Our strategy for the International Business Division
Previously, we used our Associate Companies located overseas to promote our businesses in the international markets.
However, in 2004, given the opportunities that we anticipate in the global market for both watches and jewellery, we
reorganised our international operations under the International Business Division. The strategy of this division is to
systematically and continuously explore and analyze opportunities in international markets. New markets and countries
will be identified based on predetermined tested criteria. We hope to leverage our capabilities and brand image to enter
these new markets and also expand within our existing markets with both new and existing product ranges. Our main aim
is to penetrate new markets in a profitable and cost efficient manner.
IV. Description of our Businesses
We have 3 operating divisions namely the:
1. Time Products Division (Watches and Precision Engineering);

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 2. Jewellery Division (Tanishq); and
3. International Business Division
Each of our operating divisions is further classified into different strategic business units (SBUs) for different product
groups.
1. TIME PRODUCTS DIVISION
Our Time Products Division is classified into five SBUs. They are (a) Titan; (b) Sonata; (c) Accessories and Licensing;
(d) Precision Engineering; and (e) Retailing Group
(a) TITAN AND SONATA SBUs
We commenced production of watches in 1987 by collaborating with France Ebauches, a leading international
manufacturer of watches and components. By 1989 we had indigenized the manufacture of movement components
and had set up facilities to manufacture watches in India. We are currently the market leaders in the organised watch
market in India.
Products & Customers
Our watches are categorized into the following brands, based on sales and price point of each brand.
Titan
The Titan brand is a mid market player and targets a wide variety of customer segments. Majority of our customers for
this category are middle and upper class Indians who are mostly multiple watch owners and are brand conscious.
They are willing to pay a price for differentiations in style, technology and image. We believe that Titan appeals to
customers with traditional tastes as well as those with a preference for modern and contemporary designs. Consequently
the product offering is varied and across different price points, design, material types and finish. Under the Titan
brand name we have various collections including Raga, Regalia, Gold and Steel, Edge and Bandhan. The current
price range for these brands ranges from Rs. 1,000 to Rs. 8,000. We also market watches under the Nebula brand
targeted at the premium segment. We recently launched brand Xylys in India, a watch in the premium category range
(above Rs. 10,000) which is assembled in Switzerland.
Sonata
Sonata was launched as a sub-brand of Titan in May 1997 to increase market share by introducing product offerings
in the lower price segment. Sonata was introduced as a range of gold plated watches for men and women at affordable
prices. Sonata was spun off as the second brand from the Company in November 1998 and began operating with
products, styling and pricing independent of Titan. The product collection now includes all steel watches from the
Exacta range and also a new plastic collection, which is aimed at a relatively younger audience. Sonata has been
positioned as a watch that offers greater value to the budget conscious customer. The brand is priced competitively,
with the current price band ranging between Rs. 395 and Rs. 1,995. Sonata has made significant inroads in competing
with the unorganised market players and upgrading consumers from non branded watches to branded watches. The
role of Sonata is clearly defined as tapping the potential offered by non watch owners and the owners of non branded
watches in India who are resident mostly in semi-urban or rural India. The brand has been able to establish a strong
presence and is sold through over 10,237 outlets across over 2,444 towns.
Facilities
We believe that we are the largest watch manufacturer in the India that have the capability to manufacture a watch
from start to finish. Our manufacturing and assembly facilities are located at Hosur, Baddi, Dehradun and Goa.
Majority of our manufacturing facilities are located in leased premises. At each of these facilities we have state of the
art equipment and infrastructure. Each of our manufacturing units is supported by an able maintenance unit which is
responsible for the upkeep of the machinery. Our watch assembly capacity at Hosur is 40 lakh watches, at Dehradun
Unit I it is 30 lakh watches, Unit II it is 20 lakh watches and at Baddi it is 20 lakh watches. During fiscal 2005, we
manufactured 72 lakh watches and hence, our capacity utilization in fiscal 2005 was 80 percent. Dehradun Unit II
commenced operations in October 2005 and hence the capacity was not available during fiscal 2005.
Manufacturing Process
Any watch can be primarily divided into 2 parts; which is the Appearance Parts and the Movement Parts. The
Appearance Parts are the visible parts of the watch, which serve both the aesthetic and functional purposes and
include the case, bezel ring, crown, dial, hands, strap and crystal. The Movement Parts are the mechanism of the

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watch that enables it to depict time. The more functions of a watch the greater is the complexity of the watch, and
therefore the greater the number of parts.

We have the facilities to manufacture all the parts of a watch. Our Subsidiary in Goa manufactures and sources to us
movements and integrated circuit boards while our unit in Hosur manufactures all the Assembly Parts. Though we
have the capability of manufacturing watch bracelets, we outsource the same as is it is more cost effective.
A watch has to go through a variety of pre-production processes before it reaches a consumer. The manufacturing of
a watch involves various stages including conceptual drawing, prototype, product drawing, production plan, tool
drawings, tool manufacture, tool trial and product approval.
Our manufacturing unit at Hosur has all the manufacturing departments including auto turning, gears and sub assembly,
press shop, ebauche, treatment, case press shop, case machine shop, case polishing, case plating, case assembly,
assembly, press shop, machining, polishing, assembly, press shops, machine processes, polishing, ion plating and assembly.
Design team
The Titan Design Studio caters to the design needs of the Time Products Division. The Design Studio is responsible
for developing the design for various new products that we propose to launch. Typically a new product development
process begins with a written brief from the marketing department, to technical drawings, prototyping, cost approval
and finally bulk production. The average duration of this cycle typically ranges from 40 days to 150 days depending
on the complexity of the product. The Design Studio is also responsible for visual merchandising, which is the art of
decorating either the retail environment or products to achieve maximum sales by tapping into the psychology of a
potential customer and creating an experience that is visually pleasing. The Design Studio is also responsible for the
warehouse, inventory management and dispatch of visual merchandising material.
Information Technology
We have implemented the ERP product of SAP R/3 in 1999, and have since seen improvements in material planning
and in the overall efficiency of our business transactions. We are in the process of implementing an Advance Planning
and Optimiser software to further strengthen the supply chain and improve efficiencies in forecasting, manufacturing,
procurement and distribution.

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 Branding and Advertising
Advertising, sales promotions and visual merchandising are essential for marketing consumer durable products like
watches. The Company handles advertising at the national and regional levels. This includes national advertising in
the press and TV and producing and distributing point of sale material like posters. To supplement national advertising
by the Company, retailers are also encouraged to engage in local advertising to inform customers about the location
and availability by including dealers names and address and to increase customer traffic during festival times and
lean periods.
We use celebrity endorsements to increase the visibility of our brands. Each of our celebrity endorsers are carefully
picked, keeping in mind their status in the market and its reflection on our brands. For Fastrack sunglasses we signed
up with Bollywood celebrity John Abraham for promoting sunglasses amongst a young audience. For Titan watches
we have signed on Aamir Khan to promote multiple ownership of watches.
Marketing, Sales and Distribution
Our sales and marketing unit was created with the intention of broad basing our sales and marketing activities across
the country both in terms of town coverage, dealer network and new approaches to communication strategy, especially
in non metros. Through the sales and marketing unit we plan and implement sales and marketing activities to achieve
our targets, fine tune all marketing inputs in terms of media and other budgets to meet territory specific needs, identify
performance targets with specific responsibility centres and improve cost effectiveness of our operations.
Quality Assurance
The Time Products Division received ISO 14001-1996 accreditation in March 2002.
Competition
Our watches face competition from international brands, domestic brands and from the unorganized sector. The
competitors of Sonata are Maxima, Timex, HMT, Lamex, Classic, TimeWell and many other unbranded players. We
also face competition from brand including Casio, Citizen, Esprit, Giordano, Omega, Rado, Seiko, Swatch, Tag
Heuer, Timex and Tissot. The watch industry is also subject to competition from other products that include a time
keeping function, like mobile phones.
(b) ACCESSORIES AND LICENSING SBU
The role of the Accessories and Licensing Brand SBU is to explore new opportunities in the accessories and licensing
space by extending our watch brands to other categories and to use our vast distribution and retail network for selling
other brands of watches. Keeping this in mind we have entered the following businesses:

Fastrack Watches and Sunglasses
Fastrack watches was launched in October 1998 as a separate brand endorsed by Titan, targeting the youth with
trendy and bold designs at affordable prices. The brand is positioned as contemporary, confident, casual and
trendy. The brand has recently been repositioned as a younger brand targeted at college students. The current
market price of Fastrack watches ranges from Rs. 500 to Rs. 2,500.
Fastrack sunglasses was launched as a brand extension to create a more accesorisable brand for the youth with
trendy, sporty, colourful and fashionable offerings, differentiating on design and looks. This is primarily an
outsourced business model, with Titan creating the design inhouse and tying up with specific vendors to
manufacture them in line with our specifications. Titan handles the distribution and after sales service through its
retail network. The sunglasses target the branded offerings in the range of Rs. 695 to Rs. 1,995. With Fastrack
watches and eye gear, we hope to create a strong brand amongst a big and strategic segment of the market;
which is the Indian youth.

Tommy Hilfiger watches
We have entered into a license agreement to exclusively market Tommy Hilfiger watches in India. These watches
will address the growing fashion watch segment in the Indian market, targeting the young, premium, urban and
fashion conscious young men and women. With Tommy Hilfiger, as part of our watch offerings we will learn
about the small but rapidly growing niche segment of fashion watches. It will also enable us to evaluate licensing
as a route to possible future growth.
(c) PRECISION ENGINEERING SBU
We have been manufacturing a wide variety of watch movement components and cases since 1987 and have gained
experience in the design, manufacturing and supply chain management of precision components. We began

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manufacturing precision engineering products for global original equipment manufacturers (OEMs) to leverage our
existing capabilities in manufacturing and to utilize surplus assets available in the Time Products Division. We have
also leveraged our design capability and cost advantage to become a provider of automation solutions.
Products and Customers
The Precision Engineering SBU is based on skills and capacities in high precision, metal and plastic engineering and
is focused on exploring business in the area of components for the automotive, aerospace, electronics and orthopedics
industry. We have been supplying dash board clocks to several automotive major companies. In addition there is also
a team that is involved in machine building and automation. The Precision Engineering SBU has executed many
robotized automation projects for automobile manufacturers. The current product range of the Precision Engineering
SBU includes (i) precision machined components and sub assemblies for original equipment manufacturers in
aerospace and automotive industry; (ii) die and moulds for precision pressed parts and injection moulded plastic
components; (iii) automotive sub assemblies such as pointers, clocks and gauges; and (iv) automatic assembly lines
for tiny and precision engineering parts namely linear transfer lines, robots, servo pick ‘n’ place, test rigs, optical
sensing and inspection systems.
Facilities and Manufacturing Process
Our precision engineering manufacturing units are located at Hosur, Tamil Nadu and at Bommasandra (near Bangalore),
Karnataka. Our manufacturing unit at Hosur was initially set up as a clock and bracelet manufacturing unit and was
later converted into a precision engineering manufacturing unit. Our manufacturing facilities include special processes
like heat treatment, coatings, honing, and fine surface finishing. We have testing facilities that include special non-
destructive testing and materials engineering.
Design team
Our design and development process includes concept design followed by prototyping and customer approval for
coordination till the product is finally delivered to the intended market. We have an in house design team which has
considerable experience in tool design / mould design / tool and die making. We use software like Coral Draw for free
hand sketches and high end software like Pro E for 3 D modeling, mould design and electrodes. Designs for machine
parts and elements are outsourced. Our design team is ISO 9001 – 2000 and TS 16949 – 2002 certified.
Quality Assurance
In the Precision Engineering SBU the quality function has two aspects. The first aspect is ‘Quality Control’ which
monitors the quality of products manufactured on a daily basis and the second aspect is the ‘Quality Management
System’ which monitors compliance with customer specific international standards. The Precision Engineering SBU
is also equipped with calibration and testing facilities to calibrate instruments and conduct Measurement System
Analysis (MSA) of instruments. Our testing and reliability laboratory is equipped with equipment like form testers,
roughness testers, height masters, measuring instruments with 0.001 mm accuracy, comparator, hardness testers
and bore micrometers. We have also tied up with external laboratories, accredited with ISO 17025 for calibration,
material testing, and plating thickness test.
Competition
Local competition in the precision engineering industry is mainly from a few small and medium enterprises who have
limited exposure to export markets and to some extent from established manufacturing giants like Larsen & Toubro
and Godrej Boyce Company Limited. The larger companies are focused on large parts and systems whereas we
focus on high precision and medium to small parts and systems. Our challenge is to scale up rapidly and earn a
bigger share of the opportunity in the manufacturing and outsourcing market.
(d) RETAIL GROUP SBU
Previously, the retailing efforts of the Company for our watches division were being driven by the Titan, Sonata and
Accessories & Licenses SBUs respectively. However, since August 2005 in order to integrate, build synergy, maximise
the utilisation of resources and creation of knowledge, we created the Retailing Group to spearhead all the retailing
efforts of the Time Products Division. This SBU will be a service provider to all our watch brands and businesses and
closely liaise with them to ensure differentiated and distinct retail identities. This SBU also manages customer service.
However, retailing and customer service are managed as two independent functions.
Retailing
There are currently over 179 World of Titan showrooms in over 105 towns and over 130 Time Zones in over 81 towns.
To create maximum reach and penetrate the market we adopt the following distribution network:

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Our retailing is done through a multi-tiered distribution structure, which includes the following retail outlets:

World of Titan Showrooms
To meet consumer needs and showcase our brands, we set up the World of Titan Showrooms, which are exclusive
Titan outlets that offer the customer the full range of Titan products and to reinforce our image of being innovative
and world class. World of Titan Showrooms are both Company managed and franchised. We currently have over
179 World of Titan showrooms in over 105 towns. The Company managed showrooms serve as flagship retailing
stores designed to provide the best that the World of Titan has to offer to customers. They also influence the
operations of other franchisees and bring about uniformity across the retail chain.
For the franchised World of Titan Showrooms, we have entered into agreements with entrepreneurs to create an
outlet to exclusively retail Titan watches and eye gear. We provide all necessary support to achieve sales targets,
which are mutually agreed upon and are based on estimated potential. The franchised outlets are expected to
maintain the same standards as the Company owned showrooms and adhere to guidelines issued by the Company.
Our franchisee model enables us to establish our outlets at desired locations where we are unable to obtain real
estate on agreeable terms. The franchisee network also helps us save on man power costs, reduce overheads
and setting up time. We are also able to benefit from the local knowledge of the market that our franchisees have.
To ensure loyalty of our customers we have launched our customer relationship management programme, the
Titan Signet Programme, in our World of Titan Showrooms which aims at creating, retaining and maximizing the
relationship our loyal customers have through rewards and recognitions. It recognizes and rewards customer’s
loyalty to the brand and to the World of Titan Showrooms.

Time Zone
The Titan Shop programme began in 1991, when the brand equity of Titan and the reach of our showrooms were
limited. However, with the spread of the showrooms, we decided to convert the Titan shops into Time Zone, a
chain of retail outlets. This was our collaborative effort with the top watch retailers of the country to create a chain
of watch stores that offer the customer with a host of benefits including reliability of products, wide choice of
brands, quality merchandising, reliable after sales service, convenience of location and quality of salesmanship.
Currently we have over 130 Time Zones in over 81 towns.

Redistribution Stockist
The redistribution stockist is a channel of distribution that arose from our inability to directly serve the smaller
dealers in smaller towns. In 1991, the redistribution stockist became a separate and important channel of distribution
for our watches. The use of redistribution stockists have reduced the cost of distribution, increased market reach
and ensured ability to focus on certain select brands. It also enables small dealers who cannot operate on a cash
and carry basis to obtain credit from the redistribution stockist.

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Traditional Outlets
These outlets are characterized by owners who are personally involved in the business and have several years
of experience in the watch trade. The traditional outlets normally stock all brands including ours and those from
the unrecognized sector. Traditional outlets often have their own niche markets, attract a set of loyal customers
and offer personalized services. It provides us with the reach and penetration required and provides an edge
over distribution in very small/rural areas of towns which typically have a population of less than 50,000 people.

Non Traditional Outlets
Non Traditional Outlets are those outlets that sell watches among other product lines. Non Traditional Outlets
build brand awareness amongst potential customers. Today, there are hundreds of Non Traditional Outlets,
including department stores which contribute a large percentage of our sales revenue. They are usually located
at convenient locations and are situated away from main watch markets.

Institutions
An institutional purchase is any single order that equals or exceeds 10 watches and Rs. 10,000 in value. The
size of the corporate/institutional gifting market runs into several thousand lakhs. Corporate entities purchase
watches as gifts for their employees to reward productivity bonus, performance awards, long service and jubilee
celebrations. They also gift watches to their customers and dealers during the festive season. We offer special
services such as dial printing, engraving, screen printing, special dials and other special features for such orders
from institutions. We also supply watches to the armed forces for their canteen stores department across the
country at pre-negotiated prices.
Customer Service
We have one of the largest service networks in the watch industry in India. A ‘quick service’ initiative has been
implemented at certain of our service centres, which we believe has further improved our customer relations. We
recently used external surveys to track changing customer expectations and have provided enhanced training programs
for the staff, which are aligned to customer needs.
Our Customer Service unit is information technology driven and special initiatives have been made to link the service
network through a web based application. Service centres which have been computerized are able to transfer data
on a daily basis to the Company on product performance and service deliverables.
We have set some challenging service deliverables in the area of post product servicing in India. We aim at creating
a platform to extend this high quality service delivery to other product categories like mobile phones, high end Swiss
watches, camera, etc.
2. JEWELLERY DIVISION
We ventured into the jewellery market in 1996, with our brand ‘Tanishq’ to tap the potential for branded jewellery in the
otherwise unorganised jewellery market in India.
Tanishq is the primary brand under which we market our jewellery. We opened the first Tanishq jewellery store in Chennai
in 1996. Currently, we sell Tanishq jewellery through over 81 stores spread across over 61 towns in India, which are either
Company managed, management agent owned, or franchised. The Company managed showrooms serve as flagship
retailing stores designed to provide the best that the Tanishq stores have to offer to customers. They also influence the
operations of other franchisees and bring about uniformity across the retail chain. Tanishq jewellery is also exported to
Europe, the US, the Middle East and Australia. Tanishq has recorded a sales turnover of Rs. 53,400 lakhs for the financial
year 2004-2005.
Products
Our jewellery products are broadly categorised into groups, which include studded jewellery, 22 karat jewellery and coins.
Within each of these groups are product categories namely neckwear, sets, bangles, earings, pendants, chains, finger
rings, nose rings, bracelets and tikkas.
Our jewellery utilizes materials such as platinum, gold, silver and other precious metals and stones, including diamonds.
We place considerable emphasis on marketing our diamond collection. Each Tanishq diamond is cut according to rigidly
enforced measurement and precision standards. The colour of each diamond is determined, and graded according to
grading standards of the Gemological Institute of America (GIA) scale from “D” (colourless) to “Z” (intense yellow). We
also grade our diamonds as per the GIA scale of VVSI (very very small inclusions) to S12 (small inclusions) to offer
various standards of clarity.

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At Tanishq we constantly innovate and introduce new collections based on various looks and themes, both contemporary
and traditional. Our jewellery collections include Aria, Ethnic Gold, Lightweight Diamonds and Paheli. Apart from the
collections in gold and diamonds we also offer a collection in sterling silver.
Manufacturing Process
Our jewellery manufacturing facility was set up in 1994 at Hosur. Over the years, the division has established integrated
jewellery manufacturing and outsourcing facilities and has grown to become one of the largest branded jewellery
manufacturers in India. The manufacturing process in the factory follows the lost wax casting process. Some of the key
facilities include the refining plant with Swiss technology, the alloying equipment, assay testing facilities and Yasui waxing
and casting machines from Japan. Through these technology initiatives, we have been able to consistently deliver products
with requisite karatage. The product development cycle in some product categories is led by Computer Aided Design
(CAD)/Computer Aided Manufacturing (CAM) technology that enables seamless integration from styling and 3-D solid
modeling to engineering design, tool design, tool making and prototype making.
The manufacturing process in machine made jewellery involves designing, refining, waxing and casting, soldering, sizing,
linking, enameling, stone setting, polishing, colouring and plating.
Our jewellery manufacturing unit has in the past been able to meet the increased demand of our customers. We have also
put in place an enterprise wide resource-planning software package, licensed from Oracle, which will allow us to have
better inventory management, data accuracy and integrity, faster information flow, improve ability to meet our delivery
commitments and provide centralised data availability.
Karigar Parks
A typical jewellery industry usually consists of an owner, middlemen and a karigar (workman with jewellery experience).
In order to eliminate middlemen and provide direct employment to karigars, karigar parks were set up at Hosur in 2001.
The karigar parks have also helped reduce the cost of manufacturing. As they are akin to ancillary units, gold is under our
surveillance and control. We train the owner and workforce of such karigar parks to follow the systems and procedures
laid down by us to ensure quality products to customers. We also provide the raw materials and designs to the karigars.
As the karigar park is located at Hosur we benefit from quick delivery, reduced inventory holding, quicker communication,
flexibility to respond during exigency, elimination of logistics cost and quicker lead time.
Raw Materials
The main raw material that we use for our jewellery business is gold which comprises 80-85% of our procurement turnover
and is sourced from overseas suppliers through nominated agencies and from Indian banks. Diamonds are sourced from
appointed sight holders of the Diamond Trading Company (DTC). A small portion of our diamond requirement is also
sourced from the open market.
Facilities, Infrastructure and security
Tanishq jewellery is crafted in our manufacturing unit located at Hosur. The factory is equipped with the latest and most
modern machinery and equipment. The jewellery division proposes to set up a 14,000 square feet manufacturing facility
in Dehradun to avail of excise duty benefits. For more details please refer to the section titled “Objects of the Issue” on
page 37 of this Letter of Offer.
Design team
We have a full-fledged design studio with a team including international award winning Indian designers. Tanishq is
constantly innovating and introducing new collections based on various looks and themes - both contemporary and
traditional, to fit every occasion and mood.
Inventory Management and Billing
Inventory management at Tanishq is carried out by setting predetermined inventory levels for all our stores. These are
monitored on a daily basis with the help of IT related software. The supply chain department also monitors the inventory
levels at factory and with various suppliers through the ERP system and through implementation of lean production
system.
The billing at Tanishq stores is done through a customized point of sale software, which is linked to our corporate office
through a dotnet framework, which updates all previous day transactions in the enterprise point of sale software. These
details are uploaded into the factory system wherein the supply chain department monitors the inventory level, rate of sale
and thereby controls the inventory level by dispatching products to the stores accordingly. The limits set by supply chain
ensure that stores cannot exceed inventory limits as the difference of limits and inventory level decides the ordering limits.

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Role of International Bodies

There are certain industry bodies such as the World Gold Council (WGC), Diamond Trading Company (DTC) and the
Platinum Guild International (PGI) that play a significant role in promoting the sale of jewellery and we work closely with
them. These organizations provide financial and marketing support to the industry.
Marketing, Sales and Distribution
Tanishq jewellery is sold exclusively through three types of stores namely
(a) Company operated stores
(b) Management Agent stores and
(c) Franchised stores
We have Company operated stores in Bangalore, Hosur, Chennai, Calcutta, Mumbai and New Delhi. Tanishq has not
only developed a national retail chain with uniform and transparent practices and policies but also maintained consistency
of retailing standards across all these stores on an ongoing basis.
Tanishq has undertaken certain marketing initiatives, including launching a heritage special collection and conducting
sales promotion schemes to activate the market and attract customers. These marketing activities are usually on the
basis of collections, seasons and certain customer schemes.
Wedding/Heritage Jewellery
A wedding is usually the biggest occasion for jewellery purchase in India. Tanishq has a wide collection of jewellery
including bangles, earings, necklaces, sets specific to culture and ethnic requirements for wedding and wedding related
occasions.
Tanishq has launched certain jewellery collections which take inspiration from Indian culture and is designed keeping in
mind the modern Indian woman.
Festivals
We celebrate important festivals like Dhanteras, Akshaya Tritiya, Rakhi and Durga pooja by offering special advertising,
store decoration, promotions/schemes, and sometimes new collections too.
Customer Schemes
We institute certain schemes on a regular basis to build our existing customer base and to attract new customers. In
addition there are certain other initiatives that we have done in our stores like (i) Category melas, where various products
like neckwear, bangles, and others in various designs are put together in a store for a limited period and promoted through
advertising, store facades and local activities; and (ii) Karatmeter testing/jewellery servicing camps/jewellery makeover
week.
Retail Operations
At Tanishq our retail operation comprises three main elements:
1. Customer
The overall consumer understanding is gained from marketing driven consumer research. Customer satisfaction and
loyalty for existing product and services is measured and guided by retail operations. The customer related programs
employed by our retail operations are (i) VOICE T (Voice of Invaluable Customer Entering Tanishq), a customer
satisfaction measurement program that is used to collect feedback from customers visiting our stores, (ii) Store
Scorecard, which assesses the health of a store by monitoring store productivity, customer satisfaction, employee
satisfaction and audit compliance and (iii) Complaint Management System.
2. Sales people
Our sales people offer the brand Tanishq experience to the customers through product knowledge, delivering the
prescribed standards of customer service and meeting customer expectations. We undertake the recruitment, training
and development of sales staff. Training is imparted through a training programme - TAJ- Tanishq Accomplished
Jewellers. We also have various reward programmes in place for our sales persons based on achievements of pre-
determined targets.

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 3. Process
With multiple chains of stores operating in different locations with different people, uniformity is achieved by well-
defined processes laid for the business. All operational aspects of a store are provided to each store through Store
Operations Manuals, the more recent BOAT (Boutique Operations Advisory Tool) and the proposed New Process
Manual. The Tanishq business model is as follows:

Gold Plus
With a view to capture the semi urban and rural market, which caters to the informed, educated and middle class and
upper middle class across the towns in India, we have recently launched Gold Plus, our brand name for pure gold
jewellery products. Gold Plus was launched in September 2005, through a new retail format and business model.
We are still in the pilot stage and have opened two Goldplus stores at Erode, Tamil Nadu and Ratlam, Madhya
Pradesh.
Quality Assurance
We guarantee the purity of our gold jewellery and certify the quality of our diamonds and coloured gems. We have
established ourselves as a highly ethical player in a market that was rated as having the highest incidence of
underkaratage.
Competition
The market for diamond jewellery has recently witnessed the entry of several players who were engaged in the
cutting and polishing of diamonds for supply to jewellery manufacturers. The shrinking margins in the cutting and
polishing business has forced them towards forward integration and they have launched various brands of diamond
jewellery such as Kiah, Orra, Nakshatra, Asmi, Arisia and Collection ‘g’ which are available through a national network
of other jewellers. Industry bodies like the World Gold Council (WGC), Diamond Trading Company (DTC) and Platinum
Guild International (PGI) are also investing substantial monies in marketing gold, diamonds and platinum respectively
and are actively promoting their siteholders through various advertising campaigns both in the press and television.
Over 3,00,000 independent jewellers in the unorganized sector service the large jewellery market, most of these
being singlestore and city specific retailers though some also have a regional presence. Tanishq’s primary competitors
are the top three to five jewellers at the premium end of the jewellery market, in each city where we are present and
who attract our target customers. Most of these jewellers have usually been in existence for several decades, are
family run, benefit from having local knowledge and a loyal base of customers. Some of the regional players include
Mehrasons Jewellers (Delhi), Tribhuvandas Bhimji Zaveri (Mumbai), B.C.Sen and P.C.Chandra (Kolkata), G.R.Thanga
Maligai (Chennai) and C. Krishnaiah Chetty (Bangalore). We have also begun facing competition from international
jewellery brands such as Damas.
3. INTERNATIONAL BUSINESS DIVISION
We entered the international market with Titan watches in the early nineties starting with the Middle East and later
spreading to Europe, the Asia-Pacific region and Africa. We have a relatively stronger presence in the Middle East and
Asia Pacific. We have sold more than five lakh watches in fiscal 2004 outside India and are consistently increasing our
presence in the international jewellery market.

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 TITAN INDUSTRIES LIMITED

To consolidate the operations in overseas markets and provide a unified thrust across countries, a new division, the
International Business Division was formed in fiscal 2004 for watches, jewellery and other products of Titan. This division
drives the globalisation efforts of the Company with a sharp focus on country prioritization, market positioning and
identification of profitable business opportunities across the globe.
Our Associate Companies located in specific international jurisdictions help market and distribute our watches, jewellery
and other product offerings. The Company against purchase orders supplies the product to such Associates. The Associates
thereafter invoice the local distributor, based on their consumption. The distributors in turn market the product through
specific retailers in the relevant jurisdictions.
We operate through exclusive distributors in each country. Each distributor is responsible for building the sales infrastructure,
holding stocks and offering credit in the market to retailers.
Titan International (Middle East) FZE (TIME), an Associate Company based in Dubai, looks after sales and marketing of
our products in the Middle East, Commonwealth of Independent States countries and Africa.
Titan Watches & Jewellery International (Asia Pacific) Pte Limited (TWJIPL), an Associate Company based in Singapore,
looks after sales and marketing in South Asia, South-East Asia and South Pacific.
Titan International Marketing Limited (TIML), an Associate Company based in London, looks after sales and marketing in
Europe.
We have provided certain loans to our Associate Companies to undertake these activities in their relevant jurisdictions.
For more details please refer to our risk factor titled “Certain of our overseas Subsidiaries and Associates have incurred
losses on an unconsolidated basis” in the section titled “Risk Factors”on page 4 of this Letter of Offer.

Watches
The international watch market is a highly fragmented market. A large number of brands, between 200 to 300,
compete in the developed and developing markets. In addition to the traditional “Watchmaker” brands like Citizen
and Sieko we have the “Fashion” brands which have taken significant market share from the traditional brands. Our
strategy has been to position Titan as a “value for money” brand offering contemporary designs. In each market
where we are present, we have differentiated ourselves from global brands by developing specific collections for the
mainstream buyer and using our retailing experience to create a strong retail presence.
Our future strategy for watches is to concentrate on markets with a significant expatriate Indian population (the
Middle East) or who have an “India-friendly” outlook (South and South-East Asia) in addition to new countries in
regions like Latin America and East Europe. We also propose to emphasize contemporary styling and expand the
Titan watch collections in these jurisdictions.

Jewellery
We entered the Middle East and Singapore markets in 2001 and 2003 respectively through a chain of stores selling
Tanishq branded jewellery. In addition, we also supply unbranded jewellery.
Our future strategy is to expand sales of diamond studded jewellery since the margins are much higher than that for
plain gold jewellery. We also propose to develop a dedicated line at our manufacturing facility to deliver international
quality products. Our emphasis will continue to be on the Middle East and South-East Asia. We propose to enter the
American market next fiscal year.
V. Awards and Certifications
We have been awarded numerous awards and certifications for our brands and corporate practices. A few of the awards
received by us are given below:
Year Award Presented by
2005 ‘Tanishq’ and ‘Titan’ awarded the most 5th Lycra Images Fashion Awards
admired brands of the year
‘Titan Industries Limited’ was awarded the retailer Images Retail Forum, Awards
of the Year (Fashion Category)
Titan won the ‘Brand Leadership award in the India Brand Summit
consumer products’ category
Awaaz Consumer Awards ICICI and CNBC

67
 Year Award Presented by
Outstanding Employer for providing employment Social Welfare Department,
to the handicapped Dehradun
2004 Retailer of year Award for both ‘Titan’ and ‘Tanishq’ Images Fashion
Titan Design Team has received the following 7 accreditations Business World, 2004

Titan Design Studio – Runner up in the Designer Category

Titan Edge - for the best accessory design in the lifestyle category

Titan Flip - runner up in the lifestyle product design category

Tanishq Paisley – best jewellery design

Mr. Mike Foley- Designer of the year

Mr. Neil Foley – Best Design in the lighting category

Mr. Abhijit Bansod - Best Product in the draft design
‘Titan’ and ‘Tanishq’ awarded the Superbrands award Superbrands
2003 The PHDCII Award for ‘Good Corporate Citizen’ PHD Chamber of Commerce
and Industry, New Delhi
2002 National Energy Management Award CII
1998 The Mother Teresa Award for the ‘Best Corporate Citizen’ Loyola College, Chennai
1998 Rated as one of Asia’s top 200 companies Far Eastern Economic Review
–1999
Other Quality Initiatives
We also use the Tata Business Excellence Model (TBEM) based on the Malcolm Baldrige National Quality Award as an
overarching framework to focus on overall performance improvement. Under the TBEM umbrella, we have introduced and
implemented the Balanced Score Card (BSC) in a systematic manner to focus not only on a single unified review mechanism
but also to drive improvements aimed at balancing the requirements of all the stakeholders. The implementation of the
BSC has helped implement strategic plans and put us on the roadmap for developing and implementing action plans. In
2003, the Time Products Division was awarded the ‘Active Promotion award’ of the Tata Business excellence model. In
2004 the Jewellery Division was awarded the Delta 100+ award.
VI. Human Resources
We have a total of 3,134 permanent employees as on January 31, 2006, working in various departments including our
corporate office, regional offices, Company owned showrooms, factories and other units. In addition, we also have various
trainees, contract workers and apprentices who are hired on a job work basis or on a temporary contract.
Our employees are classified into different levels, namely (i) ‘E’ level, which constitutes the workmen at the factories (ii) ‘L’
Level, are the junior to middle management employees who are classified from L1 to L9, based on their role. ‘R’ are those
employees who work in Company managed retail outlets of both the watch and jewellery division and are classified from
R1 to R3 and (iii) Senior Management Level. In addition, the watch and jewellery designers are classified in the ‘D’
category within which, there are levels from D1-D5 comparable to ‘L’ Level.
The educational profile of our employees is as follows:
Qualification Number of Employees Percentage
Undergraduates 900 29%
Diploma and ITI 568 18%
Graduates 915 29%
Post Graduates 383 12%
MBAs 172 5%
Professionals 196 6%
Total 3,134 100%

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 TITAN INDUSTRIES LIMITED

Training
Training is an ongoing process aimed at capability building of the employees at all levels. Training programs are classified
into the following categories:

Skills

Knowledge

Behavioral
Workmen Capability Building:
Training and development for our unionized employees at the manufacturing units is focused on skill development. In
addition to some programs like engineering drawing, and waste elimination are also conducted. Soft skills programs like
‘Personal Touch’ to address interpersonal and related issues were conducted, in which over 1,300 unionized employees
were covered.
Training for Middle/Senior Management:
Training for this category is focused on knowledge and behavioral skills in the areas of management, marketing, retailing,
branding, creativity and innovation, team-building, etc. All training and developmental programs are aligned to the business
needs/demands.
Training programs are conducted in two ways:

In-house using internal faculty

Customized programs using external faculty
In addition employees are sent for seminars, conferences and summits, which are specific to their areas of business.
Above 1,000 employees were covered through various training initiatives in the category.

The total number of man days spent on training between April 1, 2005 and January 31, 2006 is 4,640

Total amount spent on training was Rs. 77,44,350

Total employees trained is 753
Employee Retention/ Incentive Plans
Performance Linked Pay
Our Company has an annual appraisal system in place and pursuant to this system, performance linked pay, annual
variable pay and/or commission is paid to the employees. The performance of the employees is classified into the following
categories; namely (i) Extremely High Performer; (ii) High Performer; (iii) Good Performer and (iv) Performer. As regards
employees in the ‘R’ and L1-L5 and D1-D2 level, their performance linked pay is based on performance and Company
policies. For employees in the L6-L9 and D3-D5 levels, their annual variable pay/commission is disbursed in the ratio of
20% for Company performance and 20% for division/functional performance. The remaining 60% is paid based on their
individual performance.
For employees who form part of the senior management team, performance bonus is paid based on the individual,
departmental and Company performance. The same is decided by our Managing Director.
Trade Union
We have one registered trade union being the Titan Employees Union (“Union”), which is registered at Hosur, where our
watch, precision engineering and jewellery factories are situated. This Union is not registered or affiliated with any political
party or other organisation. Our Company has entered into a settlement dated April 18, 2003 with the Union, which was
valid till January 31, 2006. We are currently in the process of initiating negotiations with the trade union for renewal of the
agreement and until a new settlement agreement is entered into we shall continue to abide by the earlier agreement. As
per the terms of the agreement, the management of our Company has agreed to pay two modes of payment, Fixed
Increase and Plant Performance Payment to each workman covered under this settlement. Further, pursuant to a settlement
dated on October 14, 2005 the Company has agreed to pay a bonus at the rate of 8.33% under the Payment of Bonus Act,
1965 and an amount equivalent to 13.67% of total basic wages, fixed dearness allowance, variable dearness allowance,
service weightage and personal pay earned by them.

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 Tata Code of Conduct
All our employees are bound by the Tata Code of Conduct under which they are required to deal on behalf of the Company
with professionalism, honesty, integrity as well as high moral and ethical standards. Such conduct is to be fair and
transparent and be perceived to be as such by third parties.
VII. Intellectual Property
In the course of our business operations in India and overseas, we have registered certain trademarks, copyright and
patents to protect our brand names and other intellectual property, including by way of confidentiality agreements and
other contractual provisions. Majority of these rights are currently valid and in force and we propose to make renewal
applications, whenever necessary.
We have registered a number of trademarks in India and overseas, including certain applications which are pending
registration and certain new trademark applications. Some of the significant trademarks granted to us include, ‘TITAN’
‘AQURA’, ‘EDIFICE’, ‘FASTRACK’, ‘NEBULA’, ‘RAGA’, ‘REGALIA’, ‘SLIMLINE’, ‘SONATA’, ‘TITAN CHRONOGRAPH’,
‘TITAN CLASSIQUE’, ‘TITAN QUARTZ’, ‘THE TITAN SIGNET’, and ‘TANISHQ’. We have also been granted certain
trademark registrations in various countries across the world, including for ‘TITAN’, ‘TITAN DEVICE’ and ‘TANISHQ’. We
have filed several applications opposing the trademark applications filed by third parties for registration of various trademarks
similar to our trademarks.
In addition to trademarks, certain copyrights have been registered in India in favour of the Company, which include ‘TIME
ZONE- THE TRUSTED WATCH SHOP’, ‘TITAN’ and ‘TIME ZONE’. We have also been granted patents in India for
certain inventions, including ‘World Time Watch’ and ‘Slim Quartz Analog Movement’ which have been developed in-
house. We have also applied for certain patents, which are still pending grant.
We have also entered into a Brand Equity and Business Promotion Agreement with Tata Sons for the non-exclusive and
non-assignable right to use the TATA business name, trade marks and marketing indicia such as certain logos, advertising
slogans and images, colour schemes, styles of labelling, emblems etc. For more details on the agreement please refer to
section titled “History and Corporate Information- Material Agreements- Tata BEBP Agreement “on page 92 of this Letter
of Offer.
VIII. Immovable Properties
The details of the properties owned/leased by the Company for its manufacturing and assembly activities are provided below.
Owned Properties
Sl. Address of the property Nature of the Total
No. facility Area
1 Land bearing old Khasra No. ( 11/1, 8/1-M, 35/1, 7/1, 7/2, Watch 0.9 acres
11/2-M, 8/2-M) and new Khasra No. 148 Kha and 149 Kha situated
at Chanderbani Khalsa, Pargana Central, Doon District, Dehradun.
2. Land bearing Khasra No. 149Ka, 171Ta,146Ga, 149Ga, 149 Vacant Plot 0.89 acres.
Anga situated at Chanderbani Khalsa, Pargana Central Doon
District, Dehradun
3. Land bearing Khasra No. (35/1 Min, 7/1 Min. and 36 Min, 36/5,) Watch 0.34 acres
situated at Mauza, Chanderbani Khalsa, Pargana Central
Doon District, Dehradun.
4. Non-agricultural freehold land known as private sub-Plot No. C/1, Vacant Plot 1,781 square
Survey No. 1459 situated at Village Rajpur, Kadi Taluka, meters
in the Mehsane District in the State of Gujarat

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 TITAN INDUSTRIES LIMITED

Leased Properties
Sl. Location of Nature Area Lessor Termination
No. the property of facility of lease
1. No. 59, EPIP, Watch Built up area 15,000 sq.ft M/s. Alliance July 15, 2014
Jharmari Baddi, and land area measuring Incorporation
Solan, Himachal 23, 672 sq.ft
Pradesh
2. No. 15 B, Precision Built up area of M/s. Vrundha June 14, 2010
Bommasandra engineering 13, 000 sq.ft Poly
Industrial Area, Products
Hosur Road, Anekal
Taluk,
Bangalore 562 158
3. Plot No. 3, 4, 5, Watch 14.48 acres SIPCOT December 29, 2084
situated at SIPCOT‘s
Industrial Complex,
Hosur, village limits
of Zuzuwadi, Hosur,
Dharmapuri
4. Plot No. CP163, Precision 0.39 acre SIPCOT January 24, 2098
SIPCOT‘s Industrial engineering
Complex, Hosur,
village limits of
Zuzuwadi, Hosur,
Dharmapuri
5. Plot No. 27, 28 and Jewellery 19.99 acres SIPCOT September 29, 2091
29 situated at
SIPCOT‘s Industrial
Complex, Hosur,
village limits of
Zuzuwadi, Hosur,
Dharmapuri
In addition to the premises used for our manufacturing and assembly activities, we own few showrooms in Mumbai and
Bangalore, a guest house in Bangalore and an office in Mumbai. We have also taken on lease various premises for our
guest houses and offices, including our corporate office located at Golden Enclave, Tower A, Airport Road, Bangalore
and for our Company operated showrooms and stores spread across various locations. Some of the leases entered into
by us have expired in the ordinary course of business and we are in the process of renewing these leases.
IX. Insurance
We have taken certain insurance polices for our watches, jewellery and precision engineering facilities, including in
relation to raw materials, stock, inventory, godowns, shops, service centers, stores and employees. Some of these insurance
policies expire in the near future and we propose to renew these policies in a timely manner.
We maintain standard fire and special perils insurance, fidelity guarantee insurance, baggage insurance, burglary insurance
and money insurance with New India Assurance Company Limited. We also maintain burglary insurance, money insurance,
marine cargo open policy, corporate guard for directors and officers and standard fire and special perils insurance with
Tata AIG Limited.
X. Social Responsibility
We have a well-defined policy on social responsibility. Our corporate social responsibility strategy is a process of balancing
our relationships with a variety of stakeholders in the community. We assist the community at three levels: (i) as a member
of the Tata Group, (ii) as a corporate entity and (iii) fostering the spirit of volunteering at the individual level. We also
contribute to the initiatives taken by the Tata Group. Our major initiatives have been:

Providing employment opportunities to the differently abled: Titan provides employment to about 120 disabled persons
in its plants in Hosur and Dehradun.

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Providing educational assistance to the needy: The Titan Scholarship Programme awards over forty scholarships
every year to the needy students of Dharmapuri as well as Krishnagiri district, to enable them to pursue academic and
vocational disciplines of their choice.

Promoting the Empowerment of Women: We in partnership with MYRADA, a NGO, have organized rural women into
self-help groups who generate income through subcontracting of services by the Company. At present more than 200
women are employed in activities ranging from the laundering of uniforms to the braiding of chains and studded
jewellery manufacture.

Assisting artisans in jewellery manufacturing: Our Jewellery Division has started the concept of karigar parks where
karigars are trained to provide an opportunity to become our vendors. For more information please refer to the sub-
section titled “Karigar Parks” on page 64 of this Letter of Offer.

Supporting Education: The Titan school provides quality education to the students of the community upto Class VI.
The school has recently applied for CBSE affiliation.

Partnering with non governmental organisations (NGOs): We also partner with national NGOs like SOS Village, CRY,
Concern India, Indian Cancer Society, Clarke School for the Deaf on an ongoing basis by supporting their programmes.
History and Corporate Information
Our Company was originally incorporated on July 26, 1984 as Titan Watches Limited, a public limited company under the
Companies Act, 1956 with its registered office at 3, SIPCOT Industrial Complex, Hosur 635 126, and obtained the certificate
of commencement of business on November 26, 1984. Subsequently on September 21, 1993, the name of our Company
was changed to Titan Industries Limited.
Our Corporate Structure
Our existing corporate structure is as under:

Titan Industries Limited

Subsidiary Companies Associate Companies

1. Titan International Holdings B.V. (100%) 1. Questar Investments Limited

2. Titan Watch Company Limited, Hong Kong 2. Rockbourne Holdings B.V.

(100% by Titan International Holding B.V.) 3. Samrat Holdings Limited
3. Titan Brand Holdings N.V. (87.5%)* 4. Tanishq (India) Limited
4. Titan TimeProducts Limited (100%) 5. Titan Holdings Limited
* 12.5% held by Titan Watch Company 6. Titan International (Middle East) FZE
Limited, Hong Kong
7. Titan International Investments B.V.
8. Titan International Marketing Limited
9. Titan Mechatronics Limited
10. Titan Properties Limited
11. Titan Watches & Jewellery International
(Asia Pacific) Pte Limited

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 TITAN INDUSTRIES LIMITED

History and Major Events

Year Key Events, Milestones and Achievements
July 1984 Incorporation of Titan Watches Limited
March 1987 Commencement of Watch Assembly unit at Hosur
October 1987 Commencement of Component Manufacturing unit at Hosur
November 1989 Commencement of Case Manufacturing unit at Hosur
March 1990 Commencement of Dehradun Watch Assembly unit
April 1991 Incorporated Titan TimeProducts Limited, a Joint Venture with Economic
Development Corporation of Goa, Daman and Diu
April 1992 Launch of Titan Township in Hosur
August 1992 Commencement of Step motor Manufacturing unit at Hosur
August 1992 Commencement of 18 karat Jewellery Production unit at Hosur
September 1993 Change of name to Titan Industries Limited
May 1994 Commencement of Jewellery and Jewellery Watches manufacturing at Hosur
June 1994 Commencement of Euro Case Manufacturing unit at Hosur
March 1995 Commencement of Euro Watch Assembly unit at Hosur
March 1995 Commencement of Slim Movement Production unit at Hosur
April 1996 Commencement of Bracelet Production unit at Hosur
July 1996 Launch of first Tanishq showroom in Chennai
February 1997 Commencement of 22 karat gold Jewellery Production
January 2000 Commencement of ultra slim watch production unit at Hosur
March 2002 ISO 14001 Certification for watches division
December 2003 ISO 9001:2000 certification for jewellery division
April 2004 Formation of International Business Division
August 2004 Starting of New watch Assembly Unit, Baddi, Himachal Pradesh
September 2005 Launch of first Gold Plus showroom in Erode
February 2006 Launch of brand Xylys

Main Objects of our Company

The main objects of our Company as contained in our Memorandum of Association are:
1. To carry on the business of designing, engineering, manufacturing, producing, assembling, fabricating, altering, repairing,
buying, selling, trading, acquiring, representing manufacturers, storing, packing, transporting, forwarding, distributing,
importing, exporting and disposing off;
(i) Watches, clocks, chronometers, horological instruments, another devices for measuring time and components, parts
including dials, hand straps, bracelets, cases, crowns, jewels, crystals, micrometers, button cells, shock absorbers,
lamps, appliances, precisions tools, spares and other components.
(ii) Mechanical, electrical, electronic, pneumatic and other types of measuring instruments, including gauges, callipers,
equipments, meters, apparatus, tools, spares, machineries, plants, bridges, scientific instruments of all kinds and
varieties.
(iii) All types of musical instruments, entertaining apparatus, sound equipments, ornaments, jewels, diamonds, gold,
silver, metal alloys, precious stones of all kinds.

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2. To establish, start and promote factories, and to set up plants, render consultancy services and engage in research and
development activities and to maintain, render assistance and services of all and every kind or any description for designing,
engineering, manufacturing, altering, improving, trading, importing and exporting of all types of items, stated in clause 1
above.
Pursuant to a Special Resolution dated September 24, 2002 the approval of our shareholders was granted for the
commencement of the business of manufacturers, assemblers, sub-assemblers, distributors and dealers in electronic
and electrical goods of every description and to buy, sell, import, export, manipulate, prepare for market and deal in
merchandise of all kinds and generally to carry on the business as merchants, importers and exporters, of all commodities
and services which was included in the “Other Objects” in as items 2 and 6 in paragraph III (c) of the Memorandum of
Association of our Company.
The main and other objects of our Company permits us to undertake our current activities and activities specified in the
section titled “Objects of the Issue” on page 37 of this Letter of Offer.
Amendment to our Memorandum of Association
Date Amendments
December 22, 1984 Increase in the Authorised Capital of the Company from Rs. 5 crores to Rs. 20 crores.
December 30, 1986 Increase in the Authorised Capital of our Company from Rs. 20 crores to Rs. 35 crores.
March 9, 1992 Increase in the Authorised Capital of our Company from Rs. 35 crores to Rs. 50 crores.
July 19, 1993 Change of name of our Company from “Titan Watches Limited” to “Titan Industries Limited”
March 24, 1995 Alteration in Clause V wherein the Authorised Capital which was Rs. 100,00,00,000 divided into
8,00,00,000 Equity Shares of Rs. 10 each and 20,00,000 redeemable cumulative preference shares
of Rs.100 each.
August 14, 1996 Alteration in Clause V wherein the Authorised Capital which was Rs. 120,00,00,000 was divided
into 8,00,00,000 equity shares of Rs. 10 each and 40,00,000 redeemable cumulative preference
shares of Rs.100 each.
September 24, 2002 Inclusion in the “Other Objects” in as items 2 and 6 in paragraph III (c) of the Memorandum of
Association of our Company.

Details of Subsidiaries
We currently have four Subsidiaries being
i. Titan Brand Holdings N.V. ;
ii. Titan International Holdings B.V.;
iii. Titan TimeProducts Limited ;
iv. Titan Watch Company Limited.
In this sub-section, financial data for the Subsidiaries has been derived from their financial statements prepared in
accordance with the relevant GAAP.
(I) TITAN BRAND HOLDINGS N.V. (“TBHNV”)
TBHNV was incorporated as a private liability company on December 24, 1998. The registered office of TBHNV is at De
Ruyterkade 62, Willemstad, Curacao, Netherlands Antilles. Since inception, TBHNV has been engaged in the business of
holding shares of group companies, intellectual property and brand rights and financing. Currently, the equity shares of
TBHNV are not listed on any stock exchange. TBHNV undertook a rights issue in March 2004. From 1999 to 2004,
TBHNV held the overseas trademarks rights to ‘TITAN’, ‘TANISHQ’ and other trademarks. Currently these rights are held
by an associate company in Curacao, called Rockbourne Holding BV, to whom they were transferred in March 2004 for a
sum of US$ 137.5 lakhs. For more details on Rockbourne, please refer to the section titled “Details of Associate Companies”,
on page 79 of this Letter of Offer.
Board of Directors
TBHNV is administered by a corporate managing director, viz Curacao Corporation Co. N.V. in accordance with the legal
practice in the Netherlands Antilles.

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 TITAN INDUSTRIES LIMITED

Shareholding
The equity shareholding of TBHNV as on September 30, 2005, is given below:
Sl. Name of the Shareholder No. of Shares Percentage
No.
1. Titan Industries Limited 17,500 87.5%
2. Titan Watch Company Limited 2,500 12.5%
Total 20,000 100%
Financial Performance
The financial performance of TBHNV for the six months ended September 30, 2005 and the last three years is given
below:
(Euro in thousand, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September March 31, March 31, March 31,
30, 2005 2005 2004 2003
Sales and other income 0.00 68.00 139.00 234.00
Profit/(Loss) after tax 123.00 (136.00) (22.00) 99.00
Equity capital 100.00 100.00 100.00 13.00
(par value Euro. 5 per share)
Reserves and Surplus 258.00 (165.00) (29.00) (7.00)
Earnings per Share (Euro) 6.15 (6.80) (1.10) 38.08
Book value per equity share (Euro) 17.90 (3.25) 3.55 2.31
We have converted the Euro amounts mentioned above into Rupees and presented the same for your convenience
below.
(Rs. in lakhs, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September 30, March 31, March 31, March 31,
2005 2005 2004 2003
Sales and other income* 0.00 38.45 75.06 112.58
Profit/(Loss) after tax* 66.57 (76.91) (11.88) 47.63
Equity capital ** 52.93 56.71 53.70 51.81
Reserves and Surplus** 136.56 93.57 15.57 3.63
Earnings per share (Rs)* 332.84 (384.54) (59.40) 1832.03
Book value per equity share (Rs)** 947.45 (184.31) 190.64 119.68

* Conversion done at the average exchange rate during the period

** Conversion done at exchange rate at the end of the period. For details of exchange rates used please refer to the section titled
“Exchange Rate and Currency of Presentation” on page 109 of this Letter of Offer.

(II) TITAN INTERNATIONAL HOLDINGS B.V ("TIHBV")

TIHBV was incorporated as a limited liability company on November 23, 1993. The registered office of TIHBV is at
Telestone 8-Teleport, Naritaweg 165, 1043 BW Amsterdam, Netherlands. The main object of TIHBV is to act as a holding
company of brand owning and marketing companies which sell products of Titan Industries Limited outside India. The
equity shares of TIHBV are not listed on any stock exchange.

75
Board of Directors
The directors on the board of TIHBV as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. Bhaskar Bhat
3. Mr. F.K.Kavarana
4. Mr. M.N. Ramdas
Shareholding
The equity shareholding of TIHBV as on September 30, 2005 is given below:
Sl. Name of the Shareholder No. of Shares Percentage
No.
1 Titan Industries Limited 10,000 100%
Total 10,000 100%
Financial Performance
The financial performance of TIHBV for the six months ended September 30, 2005 and last three years is given below:
(Euro in thousands, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September March 31, March 31, March 31,
30, 2005 2005 2004 2003
Sales and other income 308.00 1,097.04 2,270.64 733.79
Profit/(Loss) after tax (13.14) 104.29 1,281.82 (591.23)
Equity capital (par value Euro 500 per share) 5,000.00 5,000.00 5,000.00 5,000.00
Reserves and Surplus 790.97 803.21 698.91 (582.91)
Earnings per share (Euro) (1.31) 10.43 128.18 (59.12)
Book value per equity share (Euro) 579.09 580.32 569.89 441.71
We have converted the Euro amounts mentioned above into Rupees and presented the same for your convenience
below.
(Rs in lakhs, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September March 31, March 31, March 31,
30, 2005 2005 2004 2003
Sales and other income 166.69 620.38 1226.15 353.03
Profit/(Loss) after tax (7.11) 58.98 692.18 (284.44)
Equity capital 2,646.50 2,835.50 2,685.00 2,590.50
Reserves and Surplus 418.66 455.50 375.31 (302.01)
Earnings per share (Rs.) (70.90) 589.82 6,921.72 (2,844.26)
Book value per equity share (Rs.) 30,651.23 32,909.95 30,603.09 22,885.00
Note : For Sales and other Income, Profit/Loss after tax and Earnings per Share, conversion has been done at the average exchange
rate during the period. For the rest of the items conversion has been done at exchange rate at the end of the period. For details of
exchange rates used please refer to the section titled “Exchange Rate and Currency of Presentation” on page 109 of this Letter of Offer

76
 TITAN INDUSTRIES LIMITED

(iii) Titan TimeProducts Limited (“TTPL”)

TTPL was incorporated as a public limited company on July 31, 1991. TTPL was originally incorporated as a joint venture
company with Economic Development Corporation of Goa, Daman & Diu (“EDC-Goa”). Following the disinvestment by
EDC Goa in fiscal 2005, TTPL became a wholly owned subsidiary of the Company. The registered office of TTPL is at L-
15, Verna Electronic City, Salcette 403 722 Goa. The main object of TTPL is manufacture, sale of watches and all other
parts and manufacture of electronic equipments of all kinds. Currently, TTPL meets the requirements of the Company for
the electronic circuit boards, which is required for the quartz watch movement. Around 99% of the sales of TTPL are in
respect of products supplied to Titan Industries Limited. The equity shares of TTPL are not listed on any stock exchange.
Board of Directors
The directors on the board of TTPL as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. B.G. Dwarakanath
3. Mr. Bhaskar Bhat
4. Mr. Damodar Naik
5. Mr. Mario Miranda
6. Mr. R.C. Hari Rao
Shareholding
The equity shareholding of TTPL as on September 30, 2005 is given below
Sl. Name of the Shareholder No. of Shares Percentage
No.
1 Titan Industries Limited 18,99,994 100.00%
2 Mr. Bhaskar Bhat* 1 0.00%
3 Mr. Bijou Kurien* 1 0.00%
4 Mr. B.G. Dwarakanath* 1 0.00%
5 Mr. K.F. Kapadia* 1 0.00%
6 Mr. Ronnie Talati* 1 0.00%
7 Ms. Usha Iyengar* 1 0.00%
Total 19,00,000 100%
* Shares are held jointly with the Company.

Financial Performance
The financial performance of TTPL for the six months ended September 30, 2005 and last three years is given below:
(Rs. in lakhs, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September March 31, March 31, March 31,
30, 2005 2005 2004 2003
Sales and other income 965.06 1,774.52 1,427.48 1,058.50
Profit/(Loss) after tax 53.91 26.50 20.76 6.53
Equity capital (par value Rs. 10 per share) 190.00 190.00 200.00 200.00
Reserves and Surplus 136.33 82.42 77.75 56.99
Earnings per share (Rs.) 2.84 1.39 1.04 0.33
Book value per equity share (Rs.) 17.17 14.34 13.89 12.85

77
(IV) TITAN WATCH COMPANY LIMITED (“TWCL”)
TWCL was incorporated as a private limited company on March 26, 1992. The registered office of TWCL is at Aon
Insurance Tower, 12th Floor, 3 Lockhart Road, Wachai, Hong Kong. TWCL is engaged in the business of import, export
and trade and to invest in and hold shares and securities. The trademark ‘TITAN’ has been registered by another person
in Hong Kong and therefore the company was formed to provide legal protection to the Titan corporation name. However
the company is still banned from selling our products under the Titan brand in Hong Kong. The company is only a name
saver corporation and has no income or expenses. The equity shares of TWCL are not listed on any stock exchange.
Board of Directors
The two corporate directors on the board of TWCL as on September 30, 2005 are:
1. Goldco Limited
2. Tecking Limited
Shareholding
The equity shareholding of TWCL as on September 30, 2005 is given below
Sl. Name of the Shareholder No. of Shares Percentage
No
1 Titan International Holdings B.V. 1,000 100%
Total 1,000 100%
Financial Performance
The financial performance of TWCL for the six months ended September 30, 2005 and last three years is given below:
(Hong Kong Dollar in thousands, except per share data)
Particulars Six months Year ended Year ended Year ended
ended March 31, March 31, March 31,
September 2005 2004 2003
30, 2005
Sales and other income - - - -
Profit/(Loss) after tax - - - -
Equity capital (par value HKD 10 per share) 10.00 10.00 10.00 10.00
Reserves and Surplus - - - -
Earnings per Share (HKD) - - - -
Book value per equity share (HKD) 10 10 10 10
We have converted the Hong Kong Dollar mentioned above into Rupees and presented the same for your convenience
below.
(Rs. in lakhs, except per share data)
Particulars Six months Year ended Year ended Year ended
ended March 31, March 31, March 31,
September 2005 2004 2003
30, 2005
Sales and other income - - - -
Profit/(Loss) after tax - - - -
Equity capital 0.57 0.56 0.56 0.61
Reserves and Surplus - - - -
Earnings per share (Rs) - - - -
Book value per equity share (Rs) 56.70 56.10 56.00 60.90
Note : For Sales and other Income, Profit/Loss after tax and Earnings per Share, conversion has been done at the
average exchange rate during the period. For the rest of the items conversion has been done at exchange rate at the end
of the period. For details of exchange rates used please refer to the section titled “Exchange Rate and Currency of
Presentation” on page 109 of this Letter of Offer

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 TITAN INDUSTRIES LIMITED

Details of Associates
We currently have the following 11 Associate companies -
(i) Questar Investments Limited (“Questar”),
(ii) Rockbourne Holding B.V (“Rockbourne Holding”),
(iii) Samrat Holdings Limited (“Samrat”),
(iv) Tanishq (India) Limited (“Tanishq India”),
(v) Titan Holdings Limited (“THL”),
(vi) Titan International (Middle East) FZE (“TIME”),
(vii) Titan International Investments B.V (“TIIBV”),
(viii) Titan International Marketing Limited (“TIML”),
(ix) Titan Mechatronics Limited (“TML”),
(x) Titan Properties Limited (“TPL”),
(xi) Titan Watches & Jewellery International (Asia Pacific) Pte Limited (“TWJIPL”).
In this section financial data for these Associates have been derived from their financial statements prepared in accordance
with the relevant GAAP.
(I) QUESTAR INVESTMENTS LIMITED (“QUESTAR”)
Questar Investments Limited was incorporated in 1983 and has its registered office at The Metropolitan, 9th Floor, Plot
No. C 26/27, Bandra-Kurla Complex, Bandra East, Mumbai 400 051. Questar was specifically incorporated to be the joint
venture partner of TIDCO in terms of the Investment Agreement dated February 8, 1984 representing the Tata Group. For
more details on the Investment Agreement, please refer to the sub section titled "History and Corporate Structure- Material
Agreements- Investment Agreement", on page 91 of this Letter of Offer. Questar is an investment company and is also
registered with the Reserve Bank of India as a NBFC.
Questar also holds shares in the Company and in other Associate Companies being Samrat, Tanishq India, THL, TML
and TPL.
Board of Directors
The directors on the board of Questar as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. Bhaskar Bhat
3. Mr. K. F. Kapadia
4. Mr. K. J. Ghadiali
5. Mr. P. D. Karkaria
Shareholding
The equity shareholding of Questar as on September 30, 2005 is given below:
Sl. Name of the Shareholder No. of Shares Percentage
No.
1 Titan Industries Limited 60,000 25.00%
2 Titan Mechatronics Limited 500 0.21%
3 Titan Holdings Limited 70,000 29.17%
4 Tanishq (India) Limited 20,000 8.33%
5 Aftaab Investment Company Limited 50,000 20.83%

79
 Sl. Name of the Shareholder No. of Shares Percentage
No.
6 Ewart Investment Limited 14,400 6.00%
7 Tata Investment Corp Limited 14,400 6.00%
8 Rujuvalika Investments Limited 9,600 4.00%
9 Mr. Xerxes S. Desai 1,000 0.42%
10 Mr. K. F. Kapadia 100 0.04%
Total 2,40,000 100.00%
Financial Performance
The financial performance of Questar for the six months ended September 30, 2005 and the last three years is given
below:
(Rs. in lakhs, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September March 31, March 31, March 31,
30, 2005 2005 2004 2003
(unaudited)
Sales and other income 4.82 31.32 28.32 432.71
Profit / (Loss) after tax 2.86 9.26 21.43 266.66
Equity capital (par value Rs. 10 per share) 24.00 24.00 24.00 24.00
Reserves and Surplus 360.54 357.69 351.15 332.21
Earnings per share (Rs.) 1.19 3.86 8.93 111.11
Book value per equity share (Rs.) 160.23 159.04 156.31 148.42
(II) ROCKBOURNE HOLDING B.V (“ROCKBOURNE HOLDING”)
Rockbourne Holding was incorporated in 2001 with its registered office at De Ruyterkade 62, P O Box 812, Willemstad,
Curacao, Netherlands Antilles. Rockbourne Holding did not carry on any business until March 2004 when it was acquired
by TIIBV. Rockbourne Holding currently hold the international trademark rights to ‘TITAN’, ‘TANISHQ’ and other brands
outside India.
Rockbourne Holding also holds shares in other Associate Companies being TIME and TWJIPL.
Board of Directors
The corporate director on the board of Rockbourne Holding, as on September 30, 2005 is Curacao Corporation Co N.V.
Shareholding
The equity shareholding of Rockbourne Holding as on September 30, 2005 is given below:
Sl. Name of the Shareholder No. of Shares Percentage
No. of US$ 1 each
1 Titan International Investments BV 1,900 19%
2 Tata International AG 4,100 41%
3 Tata Enterprises (Overseas) AG 4,000 40%
Total 10,000 100%

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 TITAN INDUSTRIES LIMITED

Financial Performance
The financial performance of Rockbourne Holding for the six months ended September 30, 2005 and the last three years
is given below:
(US$ except per share data)
Particulars Six months ended Year ended 15 months ended
September 30, 2005 March 31, 2005 March 31, 2004
(unaudited)
Sales and other income 1,51,602 5,05,573 -
Profit/(Loss) after tax (2,71,121) (10,152) -
Equity capital (par value US$ 1 per share) 10,000 10,000 10,000
Reserves and Surplus (2,79,523) (8,402) -
Earnings per Share(US$) (27.11) (1.02) -
Book value per equity share (US$) (26.95) 0.16 1.00
We have converted the US Dollar mentioned above into Rupees and presented the same for your convenience below.
(Rs. in lakhs, except per share data)
Particulars Six months ended Year ended Year ended
September 30, 2005 March 31, 2005 March 31, 2004
(unaudited)
Sales and other income 66.11 227.15 -
Profit/(Loss) after tax (118.24) (4.56) -
Equity capital 4.40 4.38 4.36
Reserves and Surplus (123.05) (3.68) -
Earnings per Share(Rs.) (1182.27) (45.83) -
Book value per equity share (Rs.) (1186.34) 7.00 43.60
Note: For Sales and other Income, Profit/Loss after tax and Earnings per Share, conversion done at the average exchange rate during
the period. For the rest conversion has been done at the exchange rate at the end of the period. For details of exchange rates used
please refer to the section titled “Exchange Rate and Currency of Presentation” on page 109 of this Letter of Offer.

(iii) SAMRAT HOLDINGS LIMITED (“SAMRAT”)

Samrat Holdings Limited was incorporated as RDI Prints & Publishing Limited in Mumbai in December 16, 1978. Its
registered office is at Orient House, Adi Marzban Path, Ballard Estate, Mumbai 400 001. Samrat was the publisher of the
Reader’s Digest until September 2003, when the publishing business was sold to Living Media (India) Limited. The main
business of the company is that of a printer and publisher of publications of all kinds. Samrat has been owned by the Tata
Group with the Company being its major shareholder since 1996.
Samrat also holds shares in the Company and other associates of the Company being Tanishq India.
Board of Directors
The directors on the board of Samrat as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. A. L. Mudaliar
3. Mr. Bhaskar Bhat
4. Mr. K. F. Kapadia
5. Mr. N. D. Khurody
6. Ms. S. K. Bharucha
7. Mr. Sanjay Johri

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 Shareholding
The equity shareholding of Samrat as on September 30, 2005 is given below

Sl. Name of the Shareholder No. of Shares Percentage

No.
1 Titan Industries Limited 1,42,000 49.98%
2 Titan Holdings Limited 81,250 28.60%
3 Titan Mechatronics Limited 10 0.005%
4 Tanishq (India) Limited 10 0.005%
5 Questar Investments Limited 50 0.02%
6 Aftaab Investment Company Limited 13,250 4.66%
7 Tata Sons Limited 45,350 15.96%
8 Individuals 2,200 0.77%
Total 2,84,120 100.00%
Financial Performance
The financial performance of Samrat for the six months ended September 30, 2005 and the last three years is given
below:
(Rs. in lakhs, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September March March March
30, 2005 31, 2005 31, 2004 31, 2003
(unaudited)
Sales and other income 144.18 297.36 2,000.36 2,885.00
Profit/(Loss) after tax 105.98 231.28 2,077.63 1091.71
Equity capital (par value Rs.10 per share) 28.41 28.41 28.41 28.41
Reserves and Surplus 4,539.06 4,433.08 4,266.05 625.87
Earnings per Share(Rs.) 37.30 81.40 731.25 384.24
Book value per equity share (Rs.) 1,607.59 1,570.29 1,511.50 230.29

(IV) TANISHQ (INDIA) LIMITED (“TANISHQ INDIA”)

Tanishq (India) Limited was incorporated in 1996 with its registered office at Golden Enclave, Tower A, Airport Road,
Bangalore 560 017. Tanishq India was the retail marketing franchisee of Titan’s jewellery division with over 30 Tanishq
stores until January 2005. Tanishq India currently acts as a ‘name saver’ corporation and has invested its surplus funds
in inter corporate deposits.
Tanishq India also holds shares in other Associate Companies being Questar, THL and TML.
Board of Directors
The directors on the board of Tanishq India as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. Bhaskar Bhat
3. Mr. Harish Bhat
4. Mr. Jacob Kurian
5. Mr. K. F. Kapadia

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 TITAN INDUSTRIES LIMITED

Shareholding
The equity shareholding of Tanishq India as on September 30, 2005 is given below:
Sl. Name of the Shareholder No. of Shares Percentage
No.
1 Titan Industries Limited 15,000 0.58%
2 Titan Holdings Limited 5,22,500 20.29%
3 Questar Investments Limited 7,72,500 30.00%
4 Samrat Holdings Limited 12,65,000 49.12%
5 Individuals 69 0.01%
Total 12,65,069 100%
Financial Performance
The financial performance of Tanishq India for the six months ended September 30, 2005 and the last three years is given
below
(Rs. in lakhs, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September March March March
30, 2005 31, 2005 31, 2004 31, 2003
(unaudited)
Sales and other income 49.56 10,393.69 18,972.98 25,341.32
Profit/(Loss) after tax 31.03 57.40 26.69 180.91
Equity capital (par value Rs.10 per share) 257.51 257.51 257.51 257.50
Reserves and Surplus 316.71 285.29 254.15 253.61
Earnings per Share (Rs.) 1.21 2.23 1.04 7.03
Book value per equity share (Rs.) 22.30 21.08 19.87 19.85
(V) TITAN HOLDINGS LIMITED (“THL”)
Titan Holdings Limited was incorporated on March 19, 1993 with its registered office at Golden Enclave, Tower A, Airport
Road, Bangalore 560 017. THL was incorporated to be the investment arm of the Company and is currently an investment
company, registered with the RBI as a NBFC.
THL also holds shares in other Associate Companies being Questar, Samrat, Tanishq India, TIIBV, TML and TPL.
Board of Directors
The directors on the board of THL as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. Bhaskar Bhat
3. Mr. K. F. Kapadia
4. Mr. M. S. Shantharam

83
 Shareholding
The equity shareholding of THL as on September 30, 2005 is given below:
Sl. Name of the Shareholder No. of Shares Percentage
No.
1 Titan Industries Limited 42,210 49.66%
2 Titan Mechatronics Limited 50 0.06%
3 Questar Investments Limited 10,000 11.76%
4 Tanishq (India) Limited 32,530 38.27%
5 Individuals 210 0.25%
Total 85,000 100.00%
Financial Performance
The financial performance of THL for the six months ended September 30, 2005 and the last three years is given below:
(Rs. in lakhs, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September March March March
30, 2005 31, 2005 31, 2004 31, 2003
(unaudited)
Sales and other income 0.70 50.44 84.98 796.86
Profit/(Loss) after tax (4.19) 40.61 10.28 603.62
Equity capital (par value Rs.10 per share) 8.50 8.50 8.50 8.50
Reserves and Surplus 175.40 213.62 251.57 324.00
Earnings per Share (Rs.) (44.97) (35.06) (84.21) 568.88
Book value per equity share (Rs.) 216.35 261.32 305.96 391.17
(VI) TITAN INTERNATIONAL (MIDDLE EAST) FZE (“TIME”)
Titan International (Middle East) FZE was incorporated in 1997 with its registered office at LOB 03030 & 32, Jebel Ali Free
Zone, Dubai, United Arab Emirates. TIME is engaged in marketing of Titan’s products in the Middle East and the African
countries. TIME was originally the Dubai branch of TIML, until 1999 when it became a subsidiary of TIIBV. In March 2004,
TIME became a 100% subsidiary of Rockbourne Holding.
Board of Directors
The directors on the board of TIME as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. Bhaskar Bhat
3. Mr. K. F. Kapadia
4. Mr. S. Ravi Kant
Shareholding
The equity shareholding of TIME as on September 30, 2005 is given below:
Sl. Name of the Shareholder No. of Shares of Dirhams Percentage
No. 1 million each
1 Rockbourne Holding B.V. 1 100.00%

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 TITAN INDUSTRIES LIMITED

Financial Performance
The financial performance of TIME for the six months ended September 30, 2005 and last three years is given below:
(Dirhams, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September March March March
30, 2005 31, 2005 31, 2004 31, 2003
(unaudited)
Sales and other income 1,99,70,611 6,07,43,930 5,84,48,946 2,89,41,888
Profit/(Loss) after tax 3,70,950 4,79,258 41,57,621 19,81,494
Equity capital (par value Dirhams per share) 10,00,000 10,00,000 10,00,000 10,00,000
Reserves and Surplus 88,79,418 85,08,469 82,79,211 43,71,590
Earnings per Share (Lakh Dirhams ) 3.70 4.80 41.50 19.80
Book value per equity share (Lakh Dirhams) 98.80 95.10 92.70 53.70
We have converted the Dirham amounts mentioned above into Rupees and presented the same for your convenience
below.
(Rs. in lakhs including per share data)
Particulars Six months ended Year ended Year ended Year ended
September 30, 2005 March March March
(unaudited) 31, 2005 31, 2004 31, 2003
Sales and other income 2,370.51 7,428.98 7306.12 3,811.65
Profit/(Loss) after tax 44.03 58.61 519.70 260.96
Equity capital 119.80 119.10 118.70 129.20
Reserves and Surplus 1,063.75 1,013.36 982.74 564.81
Earnings per Share (Rs. lakhs) 43.92 58.70 518.75 260.77
Book value per equity share (Rs. lakhs) 1183.63 1132.64 1100.35 693.80
Note : For Sales and other Income, Profit/Loss after tax and Earnings per Share, conversion has been done at the average exchange
rate during the period. For the rest of the items conversion has been done at exchange rate at the end of the period. For details of
exchange rates used please refer to the section titled “Exchange Rate and Currency of Presentation” on page 109 of this Letter of Offer

(VII)TITAN INTERNATIONAL INVESTMENTS B.V. (“TIIBV”)

Titan International Investments B.V. was incorporated on December 14, 1994 with its registered office at Teleport 8
telestone, Naritaweg 165, 1043 BW Amsterdam, Netherlands. TIIBV is engaged in the business of investing and holding
all kind of securities.
TIIBV also holds shares in other Associate Company being Questar.
Board of Directors
The directors on the board of TIIBV as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. Dilip Shah
3. Mr. Erwin Hafliger
4. Mr. F. K. Kavarana
5. Mr. K. F. Kapadia
6. Mr. Paul Wihler

85
Shareholding
The equity shareholding of TIIBV as on September 30, 2005 is given below
Sl. Name of the Shareholder No. of Shares Percentage
No. of Euro 1 each
1 Titan International Holdings B.V. 50,161 19%
2 Tata Enterprises (Overseas) AG 1,05,600 40%
3 Tata International AG 1,08,239 41%
Total 2,64,000 100%
The preference shareholding pattern of TIIBV as on September 30, 2005 is given below:
Sl. Name of the Shareholder No. of Shares
No. (of Euros 10 each) Percentage
1 Titan International Holdings B.V. 14,00,000 100.00%
Total 14,00,000 100.00%
Financial Performance
The financial performance of TIIBV for the nine months ended September 30, 2005 and the last three years is given
below:
((Euro except per share data)
Particulars Nine months ended Year ended Year ended Year ended
September 30, 2005 December December December
(unaudited) 31, 2004 31, 2003 31, 2002
Sales and other income –– 6,26,666 1,17,167 1,25,688
Profit/(Loss) after tax (1,12,924) 1,19,069 (5,33,090) (1,79,062)
Equity capital (par value EUR. 1 per share) 2,64,000 2,64,000 2,64,000 2,64,000
Reserves and Surplus 36,659 1,49,583 (7,69,486) (2,36,396)
Earnings per Share (Euro) (0.43) 0.45 (2.02) (0.68)
Book value per equity share (Euro) 1.14 1.57 (1.91) 0.1
We have converted the Euro amounts mentioned above into Rupees and presented the same for your convenience
below.
(Rs. in lakhs, except per share data)
Particulars Nine months ended Year ended Year ended Year ended
September 30, 2005 December December December
(unaudited) 31, 2004 31, 2003 31, 2002
Sales and other income - 353.06 61.75 57.73
Profit/(Loss) after tax (61.11) 67.08 (280.94) (82.24)
Equity capital 139.74 155.50 151.69 132.90
Reserves and Surplus 19.40 88.10 (442.15) (119.00)
Earnings per Share (Rs.) (23.27) 25.35 (106.45) (31.23)
Book value per equity share (Rs.) 60.34 92.47 (109.75) 5.03

Note : For Sales and other Income, Profit/Loss after tax and Earnings per Share, conversion has been done at the average exchange
rate during the period. For the rest of the items conversion has been done at exchange rate at the end of the period. For details of
exchange rates used please refer to the section titled "Exchange Rate and Currency of Presentation" on page 109 of this Letter of Offer.

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 TITAN INDUSTRIES LIMITED

(viii) TITAN INTERNATIONAL MARKETING LIMITED ("TIML")

Titan International Marketing Limited was incorporated on November 2, 1992 with its registered office at 18, Grosvenor
Place, Belgravia, London SWIX 7HS, United Kingdom. The main business of TIML was to spearhead the marketing
operations of the Company in Europe. TIIBV holds the majority of the equity in TIML.
Board of Directors
The directors on the board of TIML as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. Bhaskar Bhat
3. Mr. Claude Gaudot
4. Mr. D. N. Thakur
5. Mr. F. K. Kavarana
6. Mr. J. Contractor
7. Mr. K. F. Kapadia
8. Mr. M. M. Kalifa
Shareholding
The equity shareholding of TIML as on September 30, 2005 is given below
Sl. Name of the Shareholder No. of Shares Percentage
No. of GBP 1 each
1 Titan International Investments B.V. 3,30,000 68.75%
2 Tata Limited 1,50,000 31.25%
Total 4,80,000 100.00%
The preference shareholding pattern of TIML as on September 30, 2005 is given below:
Sl. Name of the Shareholder No. of Shares Percentage
No. of GBP 1 each
1 Titan International Holdings B.V. 30,00,000 33.33%
2 Titan International Investments B.V. 60,00,000 66.67%
Total 90,00,000 100.00%
Financial Performance
The financial performance of TIML for the nine months ended September 30, 2005 and the last three years is given below:
(GBP)
Particulars Nine months ended Year ended Year ended Year ended
September 30, 2005 December December December
(unaudited) 31, 2004 31, 2003 31, 2002
Sales and other income 11,777 31,08,009 3,93,165 9,97,891
Profit/(Loss) after tax (2,47,804) (2,87,683) (45,658) (1,14,628)
Equity capital (par value GBP 1 per share) 4,80,000 4,80,000 4,80,000 4,80,000
Reserves and Surplus (95,17,485) (92,65,898) (89,78,215) (89,32,557)
Earnings per Share (GBP) (0.52) (0.60) (0.10) (0.24)
Book value per equity share (GBP) (18.83) 18.30 (17.70) (17.61)

87
 We have converted the GBP amounts mentioned above into Rupees and presented the same for your convenience
below.
(Rs. in lakhs, except per share data)
Particulars Nine months ended Year ended Year ended Year ended
September 30, 2005 December December December
(unaudited) 31, 2004 31, 2003 31, 2002
Sales and other income 9.36 2,579.65 299.36 729.16
Profit/(Loss) after tax (196.86) (238.78) (34.76) (83.76)
Equity capital 372.72 400.27 391.10 370.56
Reserves and Surplus (7,390.33) (7,726.83) (7,315.45) (6,895.93)
Earnings per Share (Rs.) (41.31) (49.80) (7.61) (17.54)
Book value per equity share (Rs.) (1,462.15) 1,526.04 (1,442.20) (1,359.49)
Note : For Sales and other Income, Profit/Loss after tax and Earnings per Share, conversion has been done at the average exchange
rate during the period. For the rest of the items conversion has been done at exchange rate at the end of the period. For details of
exchange rates used please refer to the section titled "Exchange Rate and Currency of Presentation" on page 109 of this Letter of Offer.

(ix) TITAN MECHATRONICS LIMITED ("TML")

Titan Mechatronics Limited was incorporated on December 12, 1991 with its registered office at 3, SIPCOT Industrial
Complex, Hosur 635 126. TML was incorporated as a name-saver corporation and was intended to take up the dial
manufacturing project. Since the project did not commence, TML has not commenced any other business. It has invested
its available funds in intercorporate deposits, bank deposits and shares of associate companies. TML also holds shares
in other Associate Companies being Questar, Samrat and THL.
Board of Directors
The directors on the board of TML as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. B. G. Dwarkanath
3. Mr. K. F. Kapadia
Shareholding
The equity shareholding of TML as on September 30, 2005 is given below:
Sl. Name of the Shareholder No. of Shares Percentage
No.
1 Titan Industries Limited 5,010 9.82%
2 Titan Holdings Limited 20,030 39.27%
3 Questar Investments Limited 15,000 29.41%
4 Tanishq (India) Limited 10,900 21.37%
5 Others 60 0.13%
Total 51,000 100.00%

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 TITAN INDUSTRIES LIMITED

Financial Performance
The financial performance of TML for the six months ended September 30, 2005 and last three years is given below:
(Rs. in lakhs, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September 30, 2005 March March March
(unaudited) 31, 2005 31, 2004 31, 2003
Sales and other income 0.33 0.61 0.59 8.10
Profit/(Loss) after tax 0.19 0.24 0.32 4.94
Equity capital (par value Rs.10 per share) 5.10 5.10 5.10 5.10
Reserves and Surplus 6.03 5.84 5.61 5.29
Earnings per Share (Rs.) 0.37 0.46 0.62 11.85
Book value per equity share (Rs.) 21.83 21.46 20.99 20.37
Note: The Profit/(Loss) figures are shown after adjusting for previous years Income Tax

(x) TITAN PROPERTIES LIMITED ("TPL")

Titan Properties Limited was incorporated on December 12, 1991 with its registered office at 3, SIPCOT Industrial Complex
Hosur 635 126. TPL was incorporated to be the development arm of our Company for the "Titan Township" at Mathigiri
near Hosur. It has also invested in property located off Airport Road in Bangalore, which was originally intended to be
developed as a 'Tata Centre' but is now being sold. The company has entered into an Agreement to sell this property and
has received an advance in relation to the same.
Board of Directors
The directors on the board of TPL as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. Bhaskar Bhat
3. Mr. Bijou Kurien
4. Mr. K.F. Kapadia
5. Mr. M.N. Ramdas
6. Mr. R.C. Hari Rao
7. Mr. Vikram Rajaram
Shareholding
The equity shareholding of TPL as on September 30, 2005 is given below:
Sl. Name of the Shareholder No. of Shares Percentage
No.
1 Titan Industries Limited 1,00,000 29.85%
2 Titan Holdings Limited 1,35,000 40.30%
3 Questar Investments Limited 1,00,000 29.85%
4 Others 20 0%
Total 3,35,020 100%

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 Financial Performance
The financial performance of TPL for the six months ended September 30, 2005 and the last three years is given below:
(Rs. in lakhs, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September 30, 2005 March March March
(unaudited) 31, 2005 31, 2004 31, 2003
Sales and other income –– 0.02 0.20 41.20
Profit/(Loss) after tax (3.47) (.46) 0.007 0.03
Equity capital (par value Rs.10 per share) 33.50 33.50 33.50 33.50
Reserves and Surplus (2.22) 1.09 1.38 1.37
Earnings per Share (Rs.) (0.99) (0.08) 0.0023 0.01
Book value per equity share (Rs.) 9.34 10.33 10.41 10.40

(xi) TITAN WATCHES & JEWELLERY INTERNATIONAL (ASIA PACIFIC) PTE LIMITED ("TWJIPL")
Titan Watches & Jewellery International (Asia Pacific) Pte Limited was incorporated in Singapore on May 19, 1995, with
its registered office at 5, Shenton Way. #22-08 UIC Building, Singapore. TWIJPL is engaged in the marketing of products
of our Company in the Far East, the East Asian countries (including Nepal, Bangladesh and Sri Lanka, Australia and the
Pacific Area.
Board of Directors
The directors on the board of TWIJPL as on September 30, 2005 are:
1. Mr. Xerxes S. Desai
2. Mr. Bhaskar Bhat
3. Mr. Bijou Kurien
4. Mr. K. F. Kapadia
5. Mr. Patrick McGoldrick
Shareholding
The equity shareholding of TWIJPL as on September 30, 2005 is given below
Sl. Name of the Shareholder No. of Shares of Singapore Percentage
No. Dollar (SGD) 1 each
1 Rockbourne Holding BV 1,00,000 100%
Financial Performance
The financial performance of TWIJPL for the six months ended September 30, 2005 and last three years is given below:
(SGD, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September 30, 2005 March March March
(unaudited) 31, 2005 31, 2004 31, 2003
Sales and other income 52,16,562 85,83,461 70,08,748 91,76,960
Profit/(Loss) after tax (1,90,638) 2,69,133 4,87,100 2,44,969
Equity capital (par value SGD 1 per share) 1,00,000 1,00,000 1,00,000 1,00,000
Reserves and Surplus 4,86,035 6,76,673 4,96,515 9,415
Earnings per Share(SGD.) (1.90) 2.69 4.87 2.45
Book value per equity share (SGD.) 5.86 7.76 5.97 1.09

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 TITAN INDUSTRIES LIMITED

We have converted the Singapore Dollar amounts mentioned above into Rupees and presented the same for your
convenience below.
(Rs. in lakhs, except per share data)
Particulars Six months ended Year ended Year ended Year ended
September 30, 2005 March March March
(unaudited) 31, 2005 31, 2004 31, 2003
Sales and other income 1,365.70 2,302.08 1,861.52 2,511.73
Profit/(Loss) after tax (49.91) 72.18 129.37 67.05
Equity capital 26.01 26.50 26.03 26.91
Reserves and Surplus 126.42 179.32 129.24 2.53
Earnings per Share (Rs.) (49.74) 72.15 129.35 67.06
Book value per equity share (Rs.) 152.42 205.64 155.40 29.33

Note : For Sales and other Income, Profit/Loss after tax and Earnings per Share, conversion has been done at the average exchange
rate during the period. For the rest of the items conversion has been done at exchange rate at the end of the period. For details of
exchange rates used please refer to the section titled "Exchange Rate and Currency of Presentation" on page 109 of this Letter of Offer.

Material Agreements
(i) Investment Agreement
Our Company was established as Titan Watches Limited (the "Company"), a joint venture company under the provisions
of the Companies Act, pursuant to an Investment Agreement dated February 8, 1984 entered into between Tamil Nadu
Industrial Development Corporation ("TIDCO") and Questar Investments Limited ("Questar"). The joint venture related
to the manufacture and sale of watches and watch components. The agreement shall remain valid until either party
intends to withdraw its shareholding in the Company by way of transfer. The main terms of the Investment Agreement are
as follows:
Financial Participation: TIDCO shall subscribe to 26% and Questar shall subscribe to 25% of the equity capital of the
Company. The balance of the share capital shall be offered to the public, made through a prospectus and listed on one or
more stock exchanges.
Shareholding: The shareholding of TIDCO and Questar shall always be 26% and 25% respectively and the parties shall
not, without the prior written consent of the other, directly or indirectly, reduce the shareholding of the Company. Questar
is however allowed to arrange for the subscription of the share capital of the Company, upto the limits of 25% from such
persons who are willing to ratify the agreement and are ready to be bound by it. Such parties who are ready to be bound
by the agreement are required to provide letters accepting the same to Questar and shall be forwarded to TIDCO.
Transfer of shares: In the event any party desires to transfer its shares, such party shall first give the option to the other
party. The price to be paid for such shares to be transferred, shall be determined based on; (i) the paid up value of the
shares plus interest compounded yearly at rate of 10% from the date of the investment minus dividends and /or (ii) the
assessed value of the shares as determined by a firm of Chartered Accountants mutually acceptable to both parties and
/or (iii) the average price quoted on the shares on the stock exchanges, for the past three months of such offer being
made. In the event that the offer has been accepted by the party the payment shall be made within a period of three
months, excluding the time taken for statutory approvals. In the event of any default in payment, then the party selling the
shares may give notice to the other party of not less than 60 days and sell the shares to any third party. In the event that
the other party refuses the offer or does not exercise its option to purchase the shares or of the parties fail to reach an
agreement on price within the two months or if the government of the financial institutions, do not approve of the transfer
then the shares may be sold to any third party, at a price which is the same or higher than the then price offered to the
other party.
The above requirements shall however not be applicable in the event there is a sale or transfer of shares in the Company
among Questar and its associates.
Board of Directors: As long as TIDCO holds 26% and Questar holds 25% both parties are entitled to have equal
representation of the directors on the Board. The non rotational Directors of each party shall be equal in number or as
agreed between the parties. Upon the termination of the agreement the nominee directors shall be required to resign in
writing. The Board of Directors of the Company are also entitled to appoint a nominee of TIDCO approved by Questar as

91
 a whole time Finance Director. The Managing Director of the Company shall be nominated by Questar in consultation with
TIDCO.
Changes in Directors: Any changes in the directors nominated by Questar shall be communicated to TIDCO with the
name and the bio-data.
Chairman: The Chairman shall be nominated by TIDCO and he shall have a casting vote in addition to his own vote.
Management: The management of the Company shall vest with the Managing Director/Chief Executive. In the event that
sub committees are formed by the Board, both parties shall have the right to nominate their representatives. The Company
shall keep both the parties informed from time to time about the activities of the Company. Any foreign collaboration
(technical and/or financial) shall only be finalized after the mutual consultation of the parties.
Matter to be decided at Board Meeting: The following matters shall be discussed only at the meeting of the Board, namely;
(i) reinvestment of surplus; (ii) declaration of dividends; (iii) approval of the budget for revenue and capital expenditure
and (iv) finance by way of short and long terms exceeding Rs. 100 lakhs.
Assignment: Neither party shall be allowed to assign or attempt to assign the agreement, except as provided in this
agreement.
Jurisdiction: The parties submit to the jurisdiction of the courts of Tamil Nadu.
TIDCO vide its letter dated March 25, 2004 addressed to Questar has agreed to execute the Supplementary Agreement,
substituting Tata Sons Limited for Questar Investments Limited, as the Co-promoter under the Investment Agreement
dated February 8, 1984. As on the date of the filing of this Letter of Offer, the tripartite Agreement has not yet been signed
by TIDCO, Tata Sons Limited and Questar
(ii) Brand Equity and Business Promotion Agreement
The Company has entered into a Brand Equity and Business Promotion Agreement ("BEBP Agreement") with Tata Sons
which is effective January 23, 2000. Under the BEBP Agreement, the Company will pay to Tata Sons subscription at the
rate of 0.15% of the annual net revenue of the Company subject to a maximum of 5% of the annual profit before tax (all
measured in accordance with Indian GAAP) which is on the same basis as paid by and accounted in the books of the
Company with effect from February 1, 2000. Under this agreement, Tata Sons has granted to us a non-exclusive and non-
assignable right to use the TATA business name, trade marks and marketing indicia such as certain logos, advertising
slogans and images, colour schemes, styles of labeling, emblems etc.
As proprietors of the TATA business name, trade marks and marketing indicia, Tata Sons have undertaken various
obligations and responsibilities as set out in the BEBP Agreement to promote and protect the TATA Brand Equity. The
costs of fulfilling such obligations and responsibilities including the promotion and protection of the TATA Name and Mark
is met out of the subscriptions received by Tata Sons under the BEBP Agreement.
The Company will have no rights in respect of the TATA business name, trademarks and marketing indicia other than as
provided in the BEBP Agreement and it will comply with the Tata Code of Conduct in its business dealings. Tata Sons will
not be liable for any claims in respect of the products and services of the Company and the Company is required to
indemnify Tata Sons against any such claims. Tata Sons has the right to terminate the BEBP Agreement at any time by
giving 6 (six) months prior notice in writing for reasons to be recorded, or upon the Company committing a breach of any
of the provisions of the BEBP Agreement and failing to rectify the same within 30 (thirty) days of receiving written notification
of such breach from Tata Sons. The BEBP Agreement may also be terminated by a written agreement between the
parties.
(iii) Subscription Agreement with IDBI
Our Company has entered into a Subscription Agreement dated June 24, 2004 with Industrial Development Bank of India
("IDBI"), wherein IDBI has subscribed to 7.25% Cumulative Redeemable Preference Shares ("CRPS") to the maximum
extent of Rs. 1,000 lakh. The main terms of this agreement are as follows:
Allotment of Shares: The Company shall allot the shares with retrospective effect from the date of receipt of subscription,
within a period not exceeding 15 days. The Company agrees to deliver the CRPS within three months from allotment.
Upfront fees: The Company confirms having paid an upfront fees at the rate of 0.25% of the sanctioned amount of
Rs. 1,000 lakhs.
Dividend: The Company shall until the CRPS are redeemed or paid off pay to IDBI a dividend at the rate of 7.25% per
annum. The dividend shall be paid annually. In the event of any default in the payment of dividend of CRPS, the Company
shall pay interest in the defaulted amount at the rate of 8.75 per cent annum.

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 TITAN INDUSTRIES LIMITED

Redemption: The Company shall redeem the CRPS together with arrears at the end of 36 months from the date of
allotment. The Company shall not redeem the CRPS in full or in part before the due dates provided that the Company and
IDBI may exercise put and call option by giving 30 days clear notice in writing to the other party, (i) on the expiry of 12
months from the date of allotment and (ii) before the expiry of 12 months from the date of allotment, thereof, if the dividend
becomes payable in the hands of the Subscriber either fully or partially.
Voting Rights: In the event of default in the payment of dividend on the CRPS for two years, IDBI shall be entitled to have
voting rights on every resolution placed before the Company at any meeting besides the normal voting rights on resolutions
affecting their rights.
Utilisation of the Proceeds: The proceeds shall be used by the Company to redeem existing preference shares.
Event of Default: Upon the happening of any or all of the events referred to as an event of default, IDBI may by notice in
writing to the Company, suspend the subscription. The events of default include, default in the redemption of the paid up
value of the CRPS; default in the payment of installment and dividend amounting to Rs. 10,000 being in arrears.
Management
Board of Directors
As per the terms of the Investment Agreement dated February 8, 1984, as long as TIDCO holds 26% and Questar holds 25%,
both the parties are entitled to have equal representation of directors on the Board of our Company. TIDCO and Questar
together shall be entitled to appoint not more than one-third of the total number of Directors as non rotational directors. Upon
the termination of the agreement the nominee directors shall be required to resign in writing. The Board of Directors of our
Company are also entitled to appoint a nominee of TIDCO who is also approved by Questar as a whole time Finance Director.
As on the date of this Letter of Offer, TIDCO has not appointed a Finance Director on the Board of our Company. The
Investment Agreement also provides that the Managing Director of the Company shall be nominated by Questar in consultation
with TIDCO. For further details on the Investment Agreement please refer to the section titled "History and Corporate Structure-
Material Agreements- Investment Agreement" on page 91 of this Letter of Offer.
TIDCO vide its letter dated March 25, 2004 has agreed to execute the Supplementary Agreement, substituting Tata Sons
Limited for Questar Investments Limited, as the Co-promoter under the terms of the Investment Agreement. As on the date of
the filing of this Letter of Offer, the Agreement has not yet been signed by TIDCO and Questar.
The following table sets forth details regarding our Board of Directors as at the date of this Letter of Offer:
Name, Designation, Father’s Name, National of Age Other Directorships in Indian
Address, Occupation and Term (years) companies
Mr. D. Rajendran India 56
Chennai Petroleum Corporation Limited
Chairman
Ennore SEZ Company Limited
S/o Mr. Dorai Raj,
Mahindra Industrial Park Limited
W-78, 8th Street,
Nilakottai Food Park Limited
Anna Nagar (W), Extension,
Southern Petrochemical Industries
Chennai - 600 101 Corporation Limited

State Industries Promotion Corporation
Government Service of Tamil Nadu Limited

Tamil Nadu Industrial Development
Nominee of TIDCO Corporation Limited
Additional Director
Tamil Nadu Industrial Guidance and Export
up to next AGM Promotion Bureau

Tamil Nadu Institute of Information
Technology

Tamil Nadu Newsprint and Papers Limited

Tamil Nadu PetroProducts Limited

Tamil Nadu Trade Promotion Organisation

Tanflora Infrastructure Park Limited

TICEL Bio Park Limited

TIDEL Park Limited

93
Name, Designation, Father’s Name,
Address, Occupation and Term
Mr. Bhaskar Bhat
Managing Director
S/o Mr. P. P. Bhat
884, ‘Chaitanya’
Indira Nagar, I Stage
Bangalore 560 038
Term upto March 31, 2007
Mr. T. K. Balaji
S/o Mr. T K Duraiswamy
34, Poes Garden
Chennai 600 086
Independent Director
Liable to retire by rotation
Mr. F.K. Kavarana
Director
S/o Mr. Rustamji K Kavarana
9, CCI Chambers 5th Floor,
Dinshaw Vachha Road,
Mumbai 400 020
Nominee of
Tata Group
Liable to retire by rotation
Mr. A. C. Mukherji
Director
S/o Mr. Apurba C. Mukherji
CD 254 Sector I, Salt Lake City
Kolkata 700 064
Retired Company Executive
Independent Director
Liable to retire by rotation
Mr. Ishaat Hussain
S/o Dr. Rayasat Hussain
222, NCPA Apartments,
Dorabji Tata Road, Nariman Point,
Mumbai 400 021
Nominee of Tata Group
Liable to retire by rotation
National of Age Other Directorships in Indian
(years) companies
India 51
Questar Investments Limited

Samrat Holdings Limited

Tanishq (India) Limited

Titan Holdings Limited

Titan TimeProducts Limited

Titan TimeProducts Limited
India 57
Apollo Hospitals Enterprise Limited

Delphi-TVS Diesel Systems Limited

Harita Electronics Private Limited

Hastham Swasthi Private Limited

Indian Japan Lighting Private Limited

Indian Nippon Electricals Limited

Lucas Indian Service Limited

Lucas TVS Limited

Pricol Limited

Punarvasu Swasthi Private Limited

Sundaram-Clayton Limited

T V Sundram Iyengar & Sons Limited

TVS Electronics Limited

TVS Lean Logistics Limited

TVS Motor Company Limited
India 61
Akzo Nobel Coatings India Private Limited

Centre For Entrepreneurship

Sika Properties Private Limited

Sitel India Limited

Tata AIG General Insurance
Company Limited

Tata AIG Life Insurance Company Limited

Tata Asset Management Limited

Tata Industries Limited

Tata Projects Limited

Tata Sons Limited

Tata Tea Limited

Trent Limited
India 80
Aekta Limited

Asiatic Oxygen Limited

Birla VXL Limited

Kirloskar Pneumatic Company Limited

NPR Finance Limited

Sahara India Life Insurance Company
Limited

U.T. Limited

VXL Technologies
India 58
CMC Limited

Idea Cellular Limited

Tata Sky Limited

Speech & Software Technologies
(India) Private Limited

Tata AIG General Insurance
Company Limited

Tata AIG Life Insurance Company Limited

Tata Industries Limited

Tata Refractories Limited
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 TITAN INDUSTRIES LIMITED

Name, Designation, Father’s Name, National of Age Other Directorships in Indian

Address, Occupation and Term (years) companies

Tata Sons Limited

Tata Steel Limited

Tata Teleservices Limited

Tata Trustees Company Private Limited

Videsh Sanchar Nigam Limited

Voltas Limited
Dr. C. G. Krishnadas Nair India 64
KHMD Limited
S/o Mr. E D Krishnan Napooripad
Tata Advanced Materials Limited
Chanthathil Mane
CADES Digitech Private Limited
2388 / 1, 16 A Main HAL II Stage
Indira Nagar, Bangalore 560 008
Independent Director
Liable to retire by rotation
Mr. N. N. Tata India 49
Bombay Chamber of Commerce & Industry
S/o Mr. Naval Hormusji Tata
D.K.I. Travel Services Private Limited
Windmere55, Cuffe Parade,
Lorimar Properties Private Limited
Mumbai 400 005
Satnam Developers and Finance Limited
Nominee of Tata Group
Tata Investment Corporation Limited
Liable to retire by rotation
Trent Brands Limited

Trent Limited

Voltas Limited
Mr. S. Susai India 54
Arkonam Castings and Forgings Limited
S/o Mr. Suvikara
Jayamkondam Lignite Power Corporation
Sebastiar No. 1, 38th Street, Limited
Thillaiganga Nagar, Chennai 600 061
Nova Roofings and Pipes Limited
Secretary – TIDCO
Sree Maruthi Marine Industries Limited
Nominee of TIDCO
Tamil Nadu Petroproducts Limited
Liable to retire by rotation
Tamil Nadu Telecommunications Limited

Tanflora Infrastructure Park Limited
Brief Biography of our Directors
Mr. D. Rajendran, 56 years, Chairman, has a bachelor’s degree in B.Sc and BL. He is also an Indian Administrative Services
officer and started the government service as a Deputy Collector in 1974. Currently he is serving as the Secretary to the
Industries Department, Government of Tamil Nadu and also holds the post of Chairman and the Managing Director of TIDCO.
He was nominated as Chairman and the Director of our Company on October 28, 2005.
Mr. Bhaskar Bhat, 51 years, Managing Director, joined our Company on January 1, 1986 as the Sales Manager. He completed
his graduation in Mechanical Engineering from Indian Institute of Technology (IIT), Madras, in 1976 and his Post Graduate
(Diploma) in Management from Indian Institute of Management (IIM), Ahmedabad, in 1978. Prior to joining Titan he was
employed with Godrej and Boyce, Bombay, between May 1978 and February 1983. During his tenure with Godrej he worked
in marketing and sales. In March 1983 he joined Tata Press Limited, Bombay, as the marketing executive for Time Products
Division. During his tenure with Tata Press Limited he was instrumental in establishing Titan Watches Limited, later renamed
as Titan Industries Limited. He was transferred to the Company on January 1, 1986. He has been on our Board since May
2001.
Mr. T.K. Balaji, 57 years, has a Bachelor’s Degree in Engineering from Madras University and is also a gold medalist from the
IIM. He is the chief executive and managing director of Lucas TVS Limited since 1979. He was the past President of Automotive
Component Manufacturers Association of India (“ACMA”), and also a member of Development Council for Automobiles and
Allied Industries. In 1995, he was conferred a special award by the FIE Foundation of Maharashtra in relation to his contribution
to the automobile component industry. He has been on the Board of our Company since March 1986.
Mr. F. K. Kavarana, 61 years, received a B. Com. (Hons) degree from the University of Bombay, in 1963 and an MBA from the
Wharton School, University of Pennsylvania in 1970. He is a Fellow of the Institute of Chartered Accountants in England &
Wales and a Member of the Institute of Chartered Accountants of India. Before joining the Tata Group in 1975, he held key
positions with McKinsey & Co. Inc., in London and Washington D.C. as well as The Bowater Corporation in UK and Europe.
He has advised leading international financial institutions, including the World Bank, as well as industrial companies on

95
strategic and organisational issues. Between 1994 and 2000 he was an executive director of Tata Motors Limited and prior to
that he was vice-chairman and managing director of Tata International AG, Switzerland. He is also involved with several
social and charitable institutions and is a trustee of Childline India Foundation, the Lady Tata Memorial Trust, the Nani A.
Palkhivala Memorial Trust and the National Centre for the Performing Arts. He has been on the Board since January 1993.
Mr. A.C Mukherji, 80 years, completed his M.A and is a Fellow of Insurance Institute of India (FIII). He was the Chairman cum
Managing director of New India Assurance Company Limited. He has also served as a member and a Chairman of several
government appointed Committees and Bodies. He was also the member of the first advisory Committee of the Insurance
Regulatory and Development Authority of India. He has been on the Board of our Company since March 1986.
Mr. Ishaat Hussain, 58 years, is a graduate in Economics from St. Stephens College Delhi. He is also a Chartered Accountant
from England and Wales. He attended the Advanced Management Programme at the Harvard Business School. He joined the
board of The Indian Tube Company Limited (a Tata Steel associate company) in 1981. Thereafter, he moved to Tata Steel in
1983 after Indian Tube was merged with Tata Steel. He was the senior vice president and executive director Finance of Tata
Steel for almost 10 years. He joined the board of Tata Sons Limited as an Executive Director on July 1, 1999, and has been the
finance director of Tata Sons Limited with effect from July 28, 2000. He is also a member on the Primary Markets Advisory
Committee of the Securities Exchange Board of India. In April 2005, he was appointed a Member of the Board of Trade. He
has been on the Board of our Company since August 1989.
Dr. C. G. Krishnadas Nair, 64 years, completed his B.Tech. from IIT, Madras in 1964, his M.Sc., Engineering and his Ph.D.,
Engineering, from the University of Saskatchewan, Canada in 1968 respectively. He was the former chairman of Hindustan
Aeronautics Limited. In 2001, he was awarded the Padmashree for his outstanding contributions in Engineering Science and
Technology and the Dr. Ambedkar Bharath Shree Award for contributions to socially backward society through technological
and economic development. He is an awardee of AICTE-INAE distinguished professorship. He has over 35 years of experience
covering education, reseach and development and industry management. He has membership in various professional
association, including the Honorary Fellow - Aeronautics Society of India, Fellow of Royal Aeronautics Society, London and
the Fellow - Institution of Engineering India. Currently, he is also the member of Member, Academic & Advisory Council, MVJ
Engineering College, VTU Karnataka and in the past has also been member of various academic and research bodies. He is
the Founder President Society of Indian Aerospace Technologies & Industries. He has been on the Board of our Company
since May 2002.
Mr. N.N. Tata, 49 years, is a graduate of Sussex University (U.K.) and IEP (INSEAD). He is the managing director of Trent
Limited, a Tata Enterprise, which runs the retail chain under the name and style of ‘Westside’ and the Hypermarket Stores
under the name of ‘Star India Bazaar’. Before joining Trent, Mr. N.N. Tata worked for Nestle, U.K. and Tata Exports Limited
(now Tata International Limited). He is on the Managing Committee of Bombay Chambers of Commerce & Industry. He has
been on the Board of our Company since August 2003.
Mr. S. Susai, 54 years, completed his graduation from St. Josephs College, Trichi, Madras University and was in the commerce
faculty at St, Josephs College for two years. He has completed his Post Graduate Diploma in Business Administration and
has specialized in Financial Management (Loyala Institute of Business Administration, Chennai). Since 1991 he has been the
Company Secretary at TIDCO and in charge of certain joint venture companies. He is also in charge of additional portfolios of
Personnel and Administration viz. GM (P&A) and from January 1, 2004 he has been holding the designation of GM (Personnel
and Administration). He has also actively participated in the restructuring of TIDCO. He has wide experience in appraisal,
promotion, monitoring, and implementation of new joint venture projects, which are implemented in association with leading
private partners. Prior to the current assignment, he was Company Secretary in Pallavan Transport Corporation Limited. He
has been on the Board of our Company since January 2004.
Borrowing Powers of Directors
Pursuant to a resolution approved by our Shareholders at an EGM held on March 24, 1995, the current borrowing powers of
the Directors pursuant to Section 293(1)(a) and Section 293(1)(d) of the Companies Act is increased upto a maximum of
Rs. 50,000 lakhs or the aggregate amount of paid up capital and free reserve, whichever is higher.
Terms of Appointment of Our Directors
Mr. Bhaskar Bhat was appointed as Managing Director pursuant to a resolution passed at the Annual General Meeting dated
September 24, 2002 in accordance with the provisions of Section 269 and Section 309 of the Companies Act, 1956 and other
applicable provisions for a period of five years from April 1, 2002.
Mr. Ishaat Hussain, Mr. Farookh Kavarana and Mr. N. N. Tata were reappointed at the Annual General Meeting held on August
31, 2005 and are liable to retire by rotation. Mr. A.C. Mukherji, Mr. T.K Balaji and Dr. C.G. Krishnadas Nair were reappointed
at the Annual General Meeting held on August 31, 2004 and are also liable to retire by rotation. Mr. S. Susai was appointed at
the Annual General Meeting held on August 31, 2004 and is liable to retire by rotation.

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 TITAN INDUSTRIES LIMITED

Compensation of Our Directors

Mr. Bhaskar Bhat, Managing Director
Pursuant to an AGM held on August 31, 2005, our Shareholders resolved to revise the scale of salary of Mr. Bhaskar Bhat,
from Rs. 1,00,000 per month to Rs. 2,50,000 per month, perquisites in addition to the salary which shall be within the overall
ceiling of 140% of the annual salary, which include furnished accommodation or house rent allowance, leave travel allowance
for self and family, personal accident insurance, club fees and a commission which shall be payable at the end of each
financial year, subject to the overall ceiling of stipulated in Section198 and Section 309 of the Companies Act.
The gross remuneration that are paid to Mr. Bhaskar Bhat for the year ended March 31, 2005 was Rs. 60, 60,743.
Pursuant to the Board meeting held on June 11, 2004 it was resolved to pay sitting fees to the other Directors for attending
Board/ Audit and the Shareholder Grievance and Remuneration Committee meetings. Further the Shareholders at the Annual
General Meeting of the Company held on August 31, 2005 approved the payment of remuneration to non executive directors
by way of commission not exceeding 1% of the net profits of the Company, subject to the provisions of the Act, commencing
from the financial year 2005-06 and such payment will be in addition to the sitting fees for the attending the Board and
Committee meetings.
The details of the sitting fees currently payable to our Directors:
Sl. Meeting of Directors Sitting Fees Payable (in Rupees)
No.
1. Board/Audit Meeting Rs. 10,000
2. Shareholder Grievance and Remuneration Committee Meeting Rs. 5,000

Corporate Governance
The provisions of the listing agreement entered into with the Stock Exchanges with respect to corporate governance are
applicable to us. We comply with such provisions, including with respect to the appointment of independent Directors to our
Board and the constitution of the Investor Grievances Committee. We are in compliance with the amended Clause 49 of the
listing agreement which is applicable to us from December 31, 2005.
Audit Committee
The Audit Committee was constituted by our Directors at their meeting held on January 30, 1999. The purpose of the Audit
Committee is to ensure effective supervision of the financial reporting process, ensuring financial and accounting controls and
ensuring compliance with financial policies of the Company. The Audit Committee currently consists of Mr. A. C. Mukherji
(Chairman), Mr. T. K. Balaji and Dr. C. G. Krishnadas Nair. Mr. Ishaat Hussain and Mr. S. Susai are permanent invitees to the
Audit Committee meetings.
The primary objective of the Audit Committee is to provide the overall direction on the risk management policies, including
focus on operational systems and compliance audits. The Committee reviews the annual and quarterly financial statements
with special emphasis on accounting policies and practices, compliance with accounting standards and other legal requirements
concerning financial statements before they are submitted to the Board. The Committee further recommends changes in
accounting policies/estimates having serious accounting implications of major transactions. The Committee also reviews the
accounts of the Subsidiaries and the Associate companies.
Shareholders’ Grievance Committee
The Shareholders’ Committee was constituted by our Directors at their meeting held on March 21, 2001. The main focus of the
Shareholders’ Committee is to specifically look into the redressal of investors’ complaints in relation to the transfer of shares,
the non-receipt of Annual Reports and the non-receipt of dividends declared by the Company. Currently Mr. F. K. Kavarana
(Chairman), Mr. D. Rajendran, Mr. Bhaskar Bhat and Dr. C. G. Krishnadas Nair are the members of the Shareholders’ Grievance
Committee.
Remuneration Committee
The Remuneration Committee was constituted by our Directors at their meeting held on April 27, 2001. The Remuneration
Committee is responsible for recommending to the Board the remuneration including commission payable to the Managing
Director, revision in salary to be paid from the succeeding financial year, based on periodic evaluation of his performance.
Currently, Mr. T. K. Balaji (Chairman), Mr. Ishaat Hussain and Mr. D. Rajendran are the members of the Remuneration
Committee.

97
Committee of Directors
The Committee of Directors was constituted by our Directors at their meeting held on January 29, 2004. Vide a resolution on
the said date the Board has empowered this Committee to transact certain specified business. Currently Mr. D. Rajendran
(Chairman), Mr. Ishaat Hussain, Mr. S. Susai and Mr. Bhaskar Bhat are the members of the Committee of Directors.
Ethics and Compliance Committee
The Ethics and Compliance Committee was constituted by our Directors at their meeting held on June 26, 2002. The Ethics
and Compliance Committee reviews compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992, and the Tata
Code of Conduct. Currently Mr. F. K. Kavarana (Chairman), Mr. D. Rajendran, Mr. Bhaskar Bhat and Dr. C. G. Krishnadas Nair
are the members of the Ethics and Compliance Committee.
Shareholding of our Directors
Our Articles of Association do not require our Directors to hold any Equity Shares in our Company. The following table details
the shareholding of our Directors in their personal capacity and/or either as sole or first holder.
Name of Directors Number of Equity Shares as on Number of Equity
November 30, 2005. (Pre-Issue) Shares (Post-Issue)*
Mr. Bhaskar Bhat 2,100 (1,800 Equity Shares 2,205
jointly held with Mrs. Bhaskar
Bhat and 300 Equity Shares
held individually)
Mr. Ishaat Hussain 660 693
Mr. N. N. Tata 2,199 2,309
Mr. A. C. Mukherji 1,781 1,870
Mr. T.K. Balaji 17,850 18,743

*The number of shares has been calculated assuming full subscription to the rights entitlement in this Issue.

Interest of Promoters, Directors and significant Shareholders

Except as stated in “Related Party Transactions” on page 105 of this Letter of Offer and to the extent of their shareholding in
our Company, our Promoters do not have any other interest in our business.
The Directors of our Company do not have any interest in our Company other than to the extent of the remuneration or benefits
to which they are entitled as per their terms of appointment and reimbursement of expenses incurred by them during the
ordinary course of business and to the extent of the Equity Shares held by them in the Company, or funds controlled by them,
if any.
No other persons have significant rights in our Company under the terms of our Articles of Association.
Except as stated otherwise in this Letter of Offer, we have not entered into any contract, agreement or arrangement during the
preceding 2 years from the date of this Letter of Offer in which the Directors are interested directly or indirectly and no
payments have been made to them in respect of these contracts, agreements or arrangements or are proposed to be made to
them.

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 TITAN INDUSTRIES LIMITED

Changes in our Board of Directors during the last three years

Name of the Director Date ofAppointment Date ofResignation Reason for Change
Mr. Xerxes S. Desai January 3, 1986 March 31, 2002 Retired
Mr. M. Kalaivanan May 2, 2002 June 26, 2002 Resigned
Mr. M. A. Gowrishankar September 28, 2001 June 26, 2002 Resigned
Mr. Madhavan Nambiar January 27, 2001 October 30, 2002 Resigned
Dr. J. J. Bhabha August 6, 1990 July 24, 2003 Resigned
Mr. K. Skandan October 30, 2002 October 10, 2003 Resigned
Mr. K. R. Viswanathan January 29, 2004 March 1, 2004 Resigned
Mr. P. Baskaradoss March 26, 2004 June 28, 2004 Resigned
Mr. Arun Ramanathan July 31, 2002 June 28, 2004 Resigned
Dr. R. Vijaykumar June 26, 2002 July 26, 2004 Resigned
Mr. Md. Nasimuddin July 26, 2004 January 4, 2005 Resigned
Mr. Rameshram Mishra July 26, 2004 October 18, 2005 Resigned
Mr. Bhaskar Bhat April 1, 2002 - -
Mr. Ishaat Hussain July 17, 1989 - -
Mr. F. K. Kavarana January 27, 1993 - -
Mr. N. N. Tata August 29, 2003 - -
Mr. T. K. Balaji March 1, 1986 - -
Mr. Arun Mukherji March 1, 1986 - -
Mrs. Rama Bijapurkar March 21, 2001 May 25, 2005 Resigned
Dr. Krishnadas Nair May 2, 2002 - -
Mr. Pradeep Yadav January 4, 2005 June 8, 2005 Resigned
Mr. S. Susai January 29, 2004 - -
Mr. D. Rajendran October 28, 2005
Management Organisation Structure
The organisation structure of the senior management (including Presidents/Vice Presidents) is presented below.

99
Key Managerial Personnel
The details of our key managerial personnel are as follows:
Mr. Bhaskar Bhat, for details, please refer to the description in the sub-section titled “Brief Biography of our Directors” on
page 95 of this Letter of Offer. His gross compensation for the year ended March 31, 2005 is Rs. 60,60,743.
Mr. Bijou Kurien, 47 years, Chief Operating Officer, Watches and Senior Vice President, joined us on August 7, 1987 as
Regional Manager Calcutta. Mr. Kurien completed his B.Sc. from Bangalore University in 1979 and completed his Post Graduate
Diploma in Business Management from XLRI, Jamshedpur in 1981. Prior to joining Titan he was employed with Hindustan
Lever Limited between 1981 and 1985 and was involved in sales, marketing and distribution. Between May 1985 and July
1987 he was a director at Oceonic Rubber Works Private Limited, Bangalore. His gross compensation for the year ended
March 31, 2005 is Rs. 39,08,181.
Mr. K.F. Kapadia, 55 years, Chief Financial Officer and Senior Vice President, joined us on March 1, 1992 as General
Manager - Services. Mr. Kapadia completed his Graduation in Arts (BA Economics) from Madras University in 1972 and his
Post Graduate Diploma in Management from Indian Institute of Management, Ahmedabad in 1974 after which he joined the
Tata Administrative Services. Prior to his being transferred to our Company, he was employed with Tata Sons Limited, Bombay
from 1974 to 1976 as a Tata Administrative Services Officer. In February 1976 he was transferred to Tata Press Limited,
Bombay where he worked for 16 years in various areas including sales, purchase, material management, administration and
finance. He headed the finance function at Tata Press Limited for 6 years from January 1986. His gross compensation for the
year ended March 31, 2005 is Rs. 37,31,114.
Mr. B.G. Dwarakanath, 57 years, Chief Technical Officer and Vice President, Horology is a Graduate in Mechanical Engineering
from Bangalore University. He joined us on October 23, 1985 as Assembly Manager. Currently he is the Business Head of our
Precision Engineering Division. In addition, he also heads Titan Time Products Limited, Goa, a subsidiary engaged in the
manufacture of electronic circuit boards. Prior to joining us, he was employed with HMT Limited Bangalore at its watch division
between 1972 and 1985. He worked in various production shops, project planning and research and development and was
responsible for setting up the first Quartz wrist watch assembly unit for HMT in 1981. His gross compensation for the year
ended March 31, 2005 is Rs. 28,51,364.
Mr. M.S. Shantharam, 57 years, Chief Manufacturing Officer Vice President Operations, joined us on October 23, 1985 as
Project Manager Technical. He graduated in Mechanical Engineering from Mysore University in 1970. He has been working in
Titan Industries from 1985. He is responsible for watch manufacturing including supply chain and logistics, material procurement,
quality engineering, new product development, projects / engineering services and management of human resources and
providing advice / assistance to other SBU’s and functions. Prior to joining Titan he was employed with HMT Limited, Bangalore,
at its watch division between 1970 and 1985. He worked in various areas such as production engineering, industrial engineering,
project planning, plant modernization etc. His gross compensation for the year ended March 31, 2005 is Rs. 29,38,422.
Mr. S. Ravi Kant, 46 years, Chief Operating Officer International Business Division and Vice President, joined us on June 22,
1988, as Manager - Direct Marketing and later moved on to head functions including the retailing and exports. Mr. Ravi Kant
has completed his Masters in Business Management from the Faculty of Management Studies (FMS) of the University of
Delhi. Currently he is heading the International Business Division where he is accountable for performance of both the
businesses, watches and jewellery in over 30 countries. Between 1994 and 2005 Mr. Ravi Kant headed the Company’s
international operations in the Middle East and Africa, as the Managing Director of our associate Company TIME. Prior to
joining Titan he was employed with HCL Limited between 1982 and 1988. During his tenure with HCL, he worked in various
areas such as, product management, sales and marketing at various places including Delhi, Bangalore, Mumbai and Calcutta.
Mr. S. Ravi Kant has been on deputation from the Company to TIME and his remuneration has been paid by TIME. His gross
compensation for the year ended March 31, 2005 is Rs. 36,88,357*.
* Indicates the remuneration drawn in Dubai and converted into Rupees at the exchange rate on March 31, 2005

Mr. N. Kailasanathan, 54 years, Chief Information Officer and Vice President, joined us on July 1, 1999, as Vice President
Information Technology, business excellence and knowledge management. He is a BSc graduate from Bombay University.
He completed his Master Degree in Financial Management and Post Graduate Diploma in Systems Management, from Bombay
University and also holds a Post Graduate Diploma in Software Engineering from National Institute of Software Technology,
Mumbai. Prior to joining Titan he was employed from 1972 to 1984 with Mafatlal Consultancy Services Limited, Mumbai and
from 1984 to 1999 with ABB Limited, Bangalore. His gross compensation for the year ended March 31, 2005 is Rs. 27,67,840.
Mr. C.K. Venkatraman, 45 years, Chief Operating Officer, Tanishq and Vice President, joined us on May 14, 1990 as Manager
(Advertisement and Merchandising). He completed his Graduation in BSc (Maths) from Madras University in 1980 and his
Post Graduate Diploma in Management (PGDM) from IIM, Ahmedabad, in 1985. Immediately after his graduation from Madras
University, he joined Ambalal Sarabhai Enterprises Limited, Bombay, in the procurement function. After completing his PGDM
in 1985, he joined MAA Communications Private Limited, Bangalore where till 1987 he handled client accounts, planning and

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 TITAN INDUSTRIES LIMITED

coordination. In 1987 he joined Mudra Communications Limited, Bangalore, where he served till May 1990 and handled client
accounts and was managing the Bangalore branch. After joining us, he worked in various areas including advertising and
marketing. Mr. Venkatraman was heading the Titan SBU prior to moving to head Tanishq, the jewellery division. Currently, he
is heading the jewellery business where he has end to end responsibility including procurement, manufacturing, marketing
and retailing. His gross compensation for the year ended March 31, 2005 is Rs. 19,99,409.
Shareholding of Our Key Managerial Personnel
The following table details the shareholding of our key managerial personnel in their personal capacity and either as sole or
first holder.
Sl. Name of Key Managerial Personnel Number of Equity Shares as
No. of November 30, 2005
1 Mr. Bhaskar Bhat 2,100 (1,800 Equity Shares jointly held with Mrs. Bhaskar Bhat
and 300 Equity Shares held individually)
2 Mr. Bijou Kurien 638
3 Mr. K.F. Kapadia 14,479
4 Mr. M.S. Shantharam 20
5 Mr. B.G. Dwarakanath 780
6 Mr. S. Ravikanth Nil
7 Mr. N. Kailasanathan 100
8 Mr. C.K. Venkatraman Nil
Total 18,117
Bonus or Profit Sharing Plan for Our Key Managerial Personnel
Our key managerial personnel are entitled to a variable compensation (including commissions) as part of their remuneration
package which depends on the performance of the Company and their individual performance. For details refer to section
titled “Business- Human Resources- Employee Retention/Incentive Plan” on page 69 of this Letter of Offer.
Interest of Key Managerial Personnel
The key managerial personnel of our Company do not have any interest in our Company other than to the extent of the
remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses
incurred by them during the ordinary course of business and to the extent of the Equity Shares held by them in the Company,
if any.
Details of loans taken by key managerial personnel in our Company
Except as stated otherwise in this Letter of Offer, we have not entered into any contract, agreement or arrangement during the
preceding 2 years from the date of this Letter of Offer in which the key managerial personnel are interested directly or indirectly
and no payments have been made to them in respect of these contracts, agreements or arrangements or are proposed to be
made to them.
Changes in our Key Managerial Employees during the last three years
Name of Key Position Date of Date of Reason
Managerial Held Appointment Change
Employees
Mr. V. Rajaram Chief Corporate Affairs May 15, 1989 March 31, 2003 Retirement
Officer and Vice President
Mr. Jacob Kurien COO – Jewellery and Senior March 19, 1993 August 31, 2003 Resignation
Vice President
Mr. Harish Bhat COO – Jewellery and August 2, 2001 January 16, 2005 Transferred to Tata
Vice President TeleServices Limited
Mr. C.K. COO – Jewellery May 14, 1990 January 17, 2005 Moved from the Head
Venkataraman and Vice President of Titan SBU to being
COO Jewellery

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Promoters
Pursuant to an Investment Agreement dated February 8, 1984 between Tamil Nadu Industrial Development Corporation
(TIDCO) and Questar Investments Limited, the Company was incorporated as Titan Watches Limited with the aforesaid
companies as co-promoters, with 26% and 25% shareholding in the Company, respectively. For details on the agreement,
please refer to the section titled “History and Corporate Structure - Material Agreements. TIDCO vide its letter dated March 25,
2004 has agreed to execute the Supplementary Agreement, substituting Tata Sons Limited for Questar Investments Limited,
as the Co-promoter under the terms of the Investment Agreement. As on the date of the filing of this Letter of Offer, the
Agreement has not yet been signed by TIDCO and Questar.
Currently, our promoters are Tata Sons Limited and TIDCO. Certain other companies of Tata Group have also made investments
in the Company. The Tata group companies who have currently invested in the Company are: Ewart Investments Limited;
Tata Chemicals Limited; Tata International Limited; Tata Investment Corporation Limited; The Tata Power Company Limited;
Kalimati Investment Company Limited; Piem Hotels Limited; Questar Investments Limited; Samrat Holdings Limited and Tata
Tea Limited.
1. TATA SONS LIMITED (“TSL”)
Tata Sons Limited (“TSL”) was incorporated as a private limited company under the Indian Companies Act, 1913 on
November 8, 1917 and has its registered office at Bombay House, 24 Homi Mody Street, Mumbai 400 001. The Company
became a deemed public company with effect from May 1, 1975 as a consequence of which the word “private” in its name
was deleted. TSL is the principal investment holding company of Tatas with significant holdings in the share capital of
major operating companies of which it is Promoter. Among its subsidiaries are Tata Consultancy Services Limited (“TCS”)
and Tata Infotech Limited, companies whose shares are listed on the stock exchanges.
Board of Directors
The directors on the board of TSL as on September 30, 2005 are:
1. Mr. Ratan Naval Tata Chairman
2. Mr. N. A. Soonawala
3. Mr. F. K. Kavarana
4. Mr. Syamal Gupta
5. Dr. J. J. Irani
6. Mr. R. Gopalakrishnan
7. Mr. Ishaat Hussain
8. Mr. R. K. Krishna Kumar
9. Mr. A. R. Gandhi
10. Mr. Alan Rosling
Shareholding
The equity shareholding of TSL as on September 30, 2005 is given below:
Sl. Name ofShareholder Equity Shares of face Percentage
No. value of Rs. 1000 each
1. Trusts 2,66,283 65.89%
2. Corporate Bodies 1,26,257 31.24%
3. Directors 3,368 0.86%
4. Individuals 8,238 2.01%
Total 4,04,146 100.00%

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 TITAN INDUSTRIES LIMITED

Financial Performance
The financial performance of TSL for the last three years is given below:
(Rs. in lakhs, except per share data)
Particulars Year ended Year ended Year ended
March 31, 2005 March 31, 2004 March 31, 2003
Total Income 68,573 6,47,668 5,15887
Exceptional Items 3,04,996 - -
Profit/(Loss) after tax 3,27,361 1,29196 81,684
Equity capital (par value Rs. 1000 per share) 4,041 4,041 4,041
Preference share capital 6,610 1,610 3,125
Reserves and Surplus 7,92,860 4,98,150 3,96,598
Earnings per Share(Rs.) 80,904 31,912 20,211
Book value per equity share (Rs.) 1,83,007 1,34,829 89,077
2. TAMIL NADU INDUSTRIAL DEVELOPMENT CORPORATION (“TIDCO”)
TIDCO was incorporated on May 21, 1965 as a public limited company under the Companies Act, and is a wholly owned
Government of Tamil Nadu Enterprise. The registered office of TIDCO is at 19-A, Ruhmini Lakshmipathi Road, (Marshall‘s
Road), Egmore, Chennai 600 008 in Tamil Nadu. TIDCO is engaged in the business of promoting industries, in the state
of Tamil Nadu by fostering public-private partnerships. Some of the joint ventures promoted by TIDCO are in the field of
petrochemicals, fertilizers, chemicals, and communications, power, engineering, leather and infrastructure development.
TIDCO has since its incorporation in 1965 been promoting industrialisation through public-private partnerships. Since
emphasis of TIDCO had been on the formation of joint ventures in the state of Tamil Nadu for manufacturing a wide range
of products, TIDCO holds in excess of 10% of the capital of many such institutions/companies. However, these institutions/
companies are not under the control of TIDCO and as a prudent policy, TIDCO does not interfere in the day-to-day affairs
of these institutions/companies. These investments are held in the capacity of a development organisation. As such,
details of these institutions/companies are not disclosed as forming part of group companies. There are no litigations
involving TIDCO that have a material affect on the Company and therefore details relating to litigation of TIDCO are not
furnished.
Board of Directors
The directors on the board of TIDCO as on September 30, 2005 are:
1. Mr. D. Rajendran
2. Mr. Hans Raj
3. Mr. K. Gnanadesikan
4. Mr. M. Velumurugan
5. Mr. N. Sundaradevan
Shareholding Pattern
The equity shareholding of TIDCO as on September 30, 2005 is given below:
Sl. Name of the Shareholder No of Shares Percentage
No. (of Rs. 1000 each)
1. Governor of Tamil Nadu 9,41,720 99.99%
2. Directors and other Government officials as nominees
of the Governor of Tamil Nadu 11 0.01%
Total 9,41,731 100%

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Financial Performance
The financial performance of TIDCO for the last three years is given below:
(Rs. in lakhs, except per share data)

Particulars Year ended Year ended Year ended

March 31, 2004 March 31, 2005 March 31, 2003
Total Income 18,599.97 20,903.92 21,478.13
Profit/(Loss) after tax 34.43 51.74 124.03
Equity capital (par value Rs. 1000 per share) 9,417.31 9,417.31 9,417.31
Reserves and Surplus 3,346.81 3,325.39 3,285.06
Earnings per Share (Rs.) 3.66 5.49 13.17
Book value per equity share (Rs.) 1,355.39 1,353.12 1,348.83
Certain specific observations have been made by the statutory auditors of TIDCO in their Auditors’ Report, for the years
ended March 31, 2005, 2004, 2003 and where exceptions/deviations from the accounting standards referred to in Section
211(3C) of the Act have been noticed. The exceptions in the balance sheet and the profit and loss of TIDCO have been
reproduced below:
Year ended March 31, 2005
 Non-provision of diminution in the value of investments (18 companies), the value of which works out to Rs. 3,418.69
lakhs comprising of investment in UTI (Rs. 680.47 lakhs) and quoted investments (Rs. 2738.22 lakhs). Regarding
non-quoted shares diminution has not been ascertained.
 Interest on interest of Rs.599.20 lakhs on TIDEL land cost and dividend income of Rs.107.50 lakhs from TIDEL has
resulted in the over-statement of profit by Rs.706.70 lakhs and under statement of liabilities by Rs. 2278.17 lakhs.
 Short term loans (including interest and penal interest) given to Tamil Nadu Film Development Corporation Ltd.,
(TNFDC) amounting to Rs. 285.30 lakhs and Perambalur Sugar Mills Ltd., (PSML) amounting to Rs. 1021.20 lakhs
has resulted in understatement of both assets and liabilities cumulatively by Rs. 1306.50 lakhs.
 Interest of Rs. 117.48 lakhs on loan to Tamil Nadu Industrial Explosives Ltd., (TIEL), has resulted in over-statement
of profit by Rs. 117.48 lakhs and overstatement of loans and advances cumulatively by Rs. 895.57 lakhs.
Year ended March 31, 2004
 Non provision of diminution in the value of investments (23 companies); the value of which works out to Rs. 5,663.21
lakhs comprising investment in UTI (Rs. 605.62 lakhs) and quoted investments (Rs. 5,057.59 lakhs). Regarding non
quoted shares the diminution has not been ascertained.
 Interest on TIDEL land cost to the extent of Rs. 266.44 lakhs (Rs. 1,197.53 lakhs) has been recognized as income in
the Profit and Loss Account pending receipt of the government’s approval. Cumulative interest income (from January
14, 1999 to March 31, 2004) accounted pending government’s approval is at Rs 1,463.97 lakhs.
 The amount payable by Tamil Nadu Industrial Explosives Limited. (TIEL) to TIDCO of Rs. 1,536.00 lakhs including
interest on loan for the current year of Rs. 117.48 lakhs and recognized in the profit and Loss Account as income, is
yet to be settled by TIEL for want of government order.
 Grant received under Central Assistance to States for Development of Export Infrastructure and Allied Activities
(ASIDE) Scheme is towards development of infrastructure in industries in the Sate of Tamil Nadu. Pending approval
from State Level Export Promotion Committee (SLEPC), for receipt of funds by TIDCO under ASIDE, Rs. 700 lakhs
(net), being received under ASIDE scheme, is recognized as revenue income for the current year.
Year ended March 31, 2003
 Non provision of diminution in the value of investments; the value of which works out to Rs. 7,364.92 lakhs comprising
investment in UTI (Rs. 1,639.61 lakhs) and quoted investments (Rs. 5725.31 lakhs). Regarding non quoted shares
the diminution has not been ascertained.
 Interest on TIDEL land cost to the extent of Rs. 1,197.53 lakhs has been recognized as income in the Profit and Loss
Account pending receipt of the government’s approval.

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 TITAN INDUSTRIES LIMITED

 In absence of dues, which TIDCO owes to government, the amount payable by Tamil Nadu Industrial Explosives
Limited (TIEL) to TIDCO of Rs. 1,418.52 lakhs including interest on loan for the current year of Rs. 117.48 lakhs and
recognized in the Profit and Loss account as income, is yet to be settled by TIEL for want of Government order
granting sales tax reimbursement to TIEL.
Year ended March 31, 2002
 Non provision of diminution in the value of investments; the value of which works out to Rs 9,261.53 lakhs comprising
investment in UTI (Rs. 1,485.25 lakhs) and quoted investments (Rs. 7,776.28 lakhs). Regarding non quoted shares
the diminution has not been ascertained.
 The following credits have been recognized in the Profit & Loss account, pending receipt of Government approval
 Service Charges for managing Bond Issue – Rs. 534.69 lakhs
 Interest on loan to Tamil Nadu Industrial Explosives Limited – Rs. 117.48 lakhs
Related Party Transactions
Related Party disclosures have been set out below.
Names of the related parties and description of relationship :
a) Promoters : Tamil Nadu Industrial Development Corporation Limited
Tata Sons Limited
b) Subsidiaries : Titan International Holdings B.V.
Titan Brand Holdings N.V.
Titan Watch Company Limited Hong Kong (from March 31, 2004)
Titan Watches & Jewellery International (Asia Pacific) Pte Limited (upto March 29, 2004)
Titan Time Products Limited (from November 16, 2004)
c) Associates : Questar Investments Limited
Tanishq (India) Limited
Titan Holdings Limited
Titan Properties Limited
Titan Mechatronics Limited
Titan International Marketing Limited
Titan International (Middle East) FZE
Titan International Investments B.V.
Rockbourne Holding B.V. (from March 31, 2004)
Reader’s Digest Association Limited (upto March 30, 2004)
Samrat Holdings Limited (formerly RDI Print & Publishing Limited)
Titan Watch Company Limited Hong Kong (upto March 30, 2004)
Titan TimeProducts Limited (from May 31, 2003 to November 15, 2004)
Titan Watches & Jewellery International (Asia Pacific) Pte Limited (from March 30, 2004)
d) Joint Venture Company : Titan Time Products Ltd (upto May 30, 2003)
e) Key Management Personnel : Mr. Bhaskar Bhat, Managing Director (Deputy Managing Director upto March 31, 2002)
Mr. Xerxes Desai
Vice Chairman & Managing Director (upto March 31, 2002)

105
Related Party Transactions
Rs. in lakhs
Six months
Sl. Nature of Transaction ended Year ended March 31,
No. September
30, 2005 2005 2004 2003 2002
1 Purchase of Components and raw materials
a) Subsidiaries .................................................. 1086.19 761.64 - - -
b) Associates ..................................................... - 3098.39 4170.36 3696.73 1241.12
c) Joint Venture Company ................................ - - 144.36 1198.06 1225.12
2 Sale of components and finished goods
a) Subsidiaries .................................................. 20.24 65.57 1334.22 1781.53 1,914.37
b) Associates ..................................................... 3115.27 11186.91 14364.80 23524.77 20576.36
c) Promoters ..................................................... 0.08 39.42 97.36 - -
d) Joint Venture Company ................................ - - 4.31 18.48 19.26
3 Sale of Assets
a) Subsidiaries .................................................. - 0.26 - - -
b) Associates ..................................................... - 0.16 2.09 - -
c) Joint Venture Company ................................ - - - 0.44 -
4 Reimbursement of expenses
a) Subsidiaries .................................................. 50.84 395.18 283.73 98.93 -
b) Associates ..................................................... - 91.33 381.14 1281.97 743.94
c) Promoters ..................................................... 25.15 21.80 27.49 9.82 18.98
5 Interest income
a) Subsidiaries .................................................. 308.93 640.81 632.63 691.22 358.12
b) Associates ..................................................... - - 112.31 245.28 242.66
6 Interest Expense
a) Associates ..................................................... 15.39 46.14 19.19 5.51 28.96
b) Promoters ..................................................... - - - 91.85 60.17
7 Rent paid
a) Promoters ..................................................... 15.36 30.72 33.28 31.74 37.60
8 Dividend received
a) Subsidiaries .................................................. - 8.82 - - -
b) Associates ..................................................... 0.60 29.69 29.14 898.76 40.63
c) Joint Venture Company ................................ - - - 4.50 4.50
9 Dividend paid
a) Associates ..................................................... 2.24 149.51 180.64 293.66 38.64
b) Promoters ..................................................... 302.62 151.31 149.23 223.85 388.01

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 TITAN INDUSTRIES LIMITED

Rs. in lakhs
Six months Year ended March 31,
Sl. Nature of Transaction ended
No. September
30, 2005 2005 2004 2003 2002
10 Sitting fees paid
a) Promoters ....................................................... 0.60 1.60 1.15 0.85 0.62
11 Investments made
a) Subsidiaries .................................................. - 187.70 48.70 - 194.01
b) Associates ..................................................... 600.00 - - 2246.90 -
12 Guarantees and letter of
comfort given to banks
a) Subsidiaries .................................................. - - - - 813.00
b) Associates ..................................................... 1500.00 3200.00 3739.00
13 Intercorporate deposits taken
a) Associates ..................................................... 1835.00 2090.00 1590.00 300.00 1545.00
b) Promoters ..................................................... - - - 3060.00 4280.00
14 Intercorporate deposits repaid .......................
a) Associates ..................................................... 1230.00 880.00 1590.00 300.00 1545.00
b) Promoters ..................................................... - - - 5640.00 1700.00
15 Preference shares allotted
a) Associates ..................................................... - 200.00 3670.00 850.00 3110.00
16 Preference shares redeemed
a) Associates ..................................................... - 1150.00 2750.00 1000.00 2230.00
17 Brand Equity Subscription
a) Promoters ..................................................... 117.66 160.00 70.15 5.00 100.31
18 Recovery of expenses
a) Subsidiaries .................................................. 7.32 5.16 - - -
b) Associates ..................................................... 22.80 529.34 697.21 483.37
c) Joint Venture Company ................................ - - - 6.08 3.65
19 Rendering of services
a) Subsidiaries .................................................. 10.89 8.30 - - -
b) Associates ..................................................... 9.48 64.67 85.46 70.49
c) Joint Venture Company ................................ - - 0.75 19.49 10.63
20 Loans (net) (-) repaid / disbursed
a) Subsidiaries .................................................. - (-) 80.18 (-) 562.76 (-) 203.10 4649.21
b) Associates ..................................................... - - (-) 967.04 (-) 2063.90 2053.82
21 Managerial Remuneration
a) Key Management Personnel ....................... 43.62 70.89 53.05 39.66 147.77

107
 Rs. in lakhs
Six months Year ended March 31,
Sl. Nature of Transaction ended
No. September
30, 2005 2005 2004 2003 2002
22 Advertising / Trademark advances
(net) (-) repaid / (reimbursed)
a) Subsidiaries ................................................. 613.75 (-) 171.95 1861.26 863.60 -
b) Associates ..................................................... (-)436.36 818.61 (-) 687.31 3054.53 1414.24
23 Construction of Infrastructure
a) Associates ..................................................... - - - 499.84 -
24 Income from services
a) Associates ...................................................... - - - 27.52 143.02
25 Consultancy services
a) Promoters ..................................................... - - - 17.15 -
26 Purchase of assets
a) Associates ..................................................... - - - 13.83 -
27 Construction of Buildings
a) Associates ..................................................... - - - - 695.22
28 Bill discounting
a) Associates ..................................................... - - - - 1999.37

Balance as on balance sheet date

Rs. in lakhs
Sl. As at As at March 31,
No. September
30, 2005 2005 2004 2003 2002
1 Debit balance
a) Promoters ..................................................... - 1.52 1.42 - -
b) Subsidiaries .................................................. 13391.09 12531.35 13091.81 13068.14 11,769.01
c) Associates ..................................................... 6187.60 9393.46 11799.48 15631.37 17284.01
d) Joint Venture Company ................................ - - - 21.96 86.32
e) Key Management Personnel ....................... - - - - -
Total .............................................................. 19578.69 21926.33 24892.71 28721.47 29139.34
2 Guarantees and letter of
comfort given to banks
a) Promoters ..................................................... - - - - -
b) Subsidiaries .................................................. - - - - 813.00
c) Associates ..................................................... 375.00 750.00 2680.00 3787.83 5738.37
d) Joint Venture Company ................................ - - - - -
e) Key Management Personnel ....................... - - - - -
Total .............................................................. 375.00 750.00 2680.00 3787.83 6551.37

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 TITAN INDUSTRIES LIMITED

Rs. in lakhs
Sl. As at As at March 31,
No. September
30, 2005 2005 2004 2003 2002
3 Credit balance
a) Promoters 104.59 160.03 75.86 9.21 2781.25
b) Subsidiaries - - 0.13 38.91 -
c) Associates 2581.07 2442.86 25.58 2.51 -
d) Joint Venture Company - - - 1.76 -
e) Key Management Personnel 19.20 30.00 19.80 12.00 89.33
Total 2704.86 2632.89 121.37 64.39 2870.58

Dividend policy
The Board may, at its discretion, recommend dividends to be paid to our Shareholders. Generally, the factors that may be
considered by the Board of Directors before making any recommendations for the dividend include, without limitation, our
future expansion plans and capital requirements, profits earned during the fiscal year, cost of raising funds from alternate
sources, liquidity position, applicable taxes including tax on dividend, as well as exemptions under tax laws available to
various categories of investors from time to time and general market conditions. The Board of Directors may also from time to
time pay interim dividends to our shareholders. Dividends, other than interim dividends, will be declared at the annual general
meeting of the Shareholders based on the recommendation of the Board of Directors.
The dividends declared by us during the last five years are disclosed below:
Particulars Year ended Year ended Year ended Year ended Year ended
March 31, March March 31, March March
2005 31, 2004 2003 31, 2002 31, 2001
Equity Shares
Rate of Dividend (%) 20 10 10 15 26
Face Value (Rs.) 10 10 10 10 10
Total Dividend* (Rs. in lakhs) 845.53 422.76 422.76 634.14 1,099.18
Preference Shares
Rate of Dividend (Range in %) 6% to 9.5% 6.75% to 10.5% 7% to 10.5% 8.75% to 10.5% 9% to 11%
Face Value (Rs) 100 100 100 100 100
Total Dividend* (Rs. in lakhs) 281.39 332.15 367.10 352.96 395.83
* Excluding dividend tax, wherever applicable

Exchange Rates and Currency of Presentation

This Letter of Offer contains translations of some US Dollar, Euro, Hong Kong Dollar, Great Britain Pound, Dirham and
Singapore Dollar amounts into Rupee amounts which should not be construed as a representation that those amounts could
have been, or could be, converted into Indian Rupees as the case may be, at any particular rate, the rates stated below, or at
all. The following tables sets forth, for each period indicated, information concerning the number of Rupees for which one US
Dollar, Euro, Hong Kong Dollar, Great Britain Pound, Dirham and Singapore Dollar could be exchanged at the rate given by
the Bloomberg. The row titled average in the table below is the average of the daily rate on the last day of each full month
during the period.
In this Letter of Offer, US Dollar, Euro, Hong Kong Dollar, Great Britain Pound, Dirham and Singapore Dollar amounts have
been translated into Rupees for each period, and presented solely to comply with the requirements of the SEBI Guidelines.
Investors are cautioned not to rely on such translated amounts.

109
 US Dollar

Six months ended Year ended Year ended Year ended

September March March March
30, 2005 31, 2005 31, 2004 31, 2003
Period End 44.02 43.75 43.60 47.47
Average 43.61 44.93 45.94 48.39
Low 43.18 43.42 43.60 43.60
High 44.15 46.47 47.47 47.47
Source: Bloomberg

Euro
Six months ended Year ended Year ended Year ended
September December December December
30, 2005 31, 2004 31, 2003 31, 2002
Period End 52.93 58.90 57.46 50.34
Average 54.12 56.34 52.70 45.93
Low 51.83 52.14 49.58 41.58
High 57.26 59.88 57.46 50.34
Source: Bloomberg

Hong Kong Dollar

Six months ended Year ended Year ended Year ended
September March March March
30, 2005 31, 2005 31, 2004 31, 2003
Period End 5.67 5.61 5.60 6.09
Average 5.61 5.76 5.90 6.20
Low 5.55 5.57 5.60 5.60
High 5.68 5.96 6.09 6.09
Source: Bloomberg

Great Britain Pound

Six months ended Year ended Year ended Year ended
September December December December
30, 2005 31, 2004 31, 2003 31, 2002
Period End 77.65 83.39 81.48 77.20
Average 79.44 83.00 76.14 73.07
Low 75.53 78.19 71.85 68.10
High 83.97 86.17 81.48 77.20
Source: Bloomberg

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 TITAN INDUSTRIES LIMITED

Dirham
Six months ended Year ended Year ended Year ended
September March March March
30, 2005 31, 2005 31, 2004 31, 2003
Period End 11.98 11.91 11.87 12.92
Average 11.87 12.23 12.50 13.17
Low 11.75 11.82 11.87 12.92
High 12.02 12.65 12.92 13.35
Source: Bloomberg

Singapore Dollar
Six months ended Year ended Year ended Year ended
September March March March
30, 2005 31, 2005 31, 2004 31, 2003
Period End 26.01 26.50 26.03 26.91
Average 26.18 26.82 26.56 27.37
Low 25.63 25.99 25.95 26.43
High 27.54 27.29 27.41 28.13
Source: Bloomberg

111
 SECTION V : FINANCIAL STATEMENTS
The following financial statements are being presented in this Letter of Offer:
Sl. No. Particulars Page No.
1 Auditors’ Report dated December 26, 2005 from A.F.Ferguson & Co. addressed to the 113 to 115
Board of Directors of the Company in relation to the financial information of the Company
contained in this Letter of Offer
2 Annexures I to XIII: Financial information pertaining to Titan Industries Limited 116 to 140
3 Annexure XIV: Financial information pertaining to Titan International Holdings B.V. 151 to 154
(TIHBV), subsidiary of the Company for the six months period ended September 30,
2005 and for each of the financial years ended March 31, 2005, 2004, 2003, 2002 and 2001
4 Annexure XV: Financial information pertaining to Titan Time Products Limited (TTPL) 155 to 157
(subsidiary of the Company from November 16, 2004, associate form May 31, 2003 to
November 15, 2004 and joint venture company upto May 30, 2003) for six months period
ended September 30, 2005 and for each of the financial years ended March 31, 2005,
2004, 2003, 2002 and 2001
5 Annexure XVI: Financial information pertaining to Titan Brand Holdings N.V. (TBHNV), 158 to 160
(subsidiary of the Company from March 19, 2004 and subsidiary of TIHBV upto March
18, 2004) for the six months period ended September 30, 2005 and for each of the
financial years ended March 31, 2005, 2004, 2003, 2002 and 2001
6 Annexure XVII: Financial information pertaining to Titan Watch Company Limited (TWCL), 161
subsidiary of TIHBV for the six months period ended September 30, 2005 and for the
financial years ended March 31, 2005 and 2004
7 Annexure XVIII: Financial information pertaining to Titan Watches & Jewellery International 162 to 165
(Asia Pacific) Pte Ltd (TAPL), subsidiary of TIHBV for the years ended March 31, 2004 and
2003, nine months period ended March 31, 2002 and year ended June 30, 2001
8 Annexures XIX to XXVII: Consolidated financial information pertaining to the Company and 166 to 192
its Subsidiaries (“Titan Group”) for the six months period ended on September 30, 2005 and
for each of the financial years ended March 31, 2005, 2004, 2003 and 2002

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 TITAN INDUSTRIES LIMITED

FINANCIAL STATEMENTS
A. F. Ferguson & Co. Chartered Accountants
Deloitte Centre
Anchorage II
100/2 Richmond Road
Bangalore – 560 025
India
Tel: +91 80 55276000
Fax: +91 80 55276014
AUDITORS’ REPORT
The Board of Directors
Titan Industries Limited
3, Sipcot Industrial Complex,
Hosur 635 126
Dear Sirs,
1) We have examined the financial information of Titan Industries Limited (“the Company”) annexed to this report and
initialed by us for identification. The said financial information has been prepared in accordance with the requirements of
Paragraph B(1) of Part II of Schedule II to the Companies Act, 1956 (‘the Act”), the Securities and Exchange Board of
India (Disclosure and Investor Protection) Guidelines, 2000 (“the Guidelines”) issued by the Securities and Exchange
Board of India (‘‘SEBI’’) in pursuance of Section 11 of the Securities and Exchange Board of India Act, 1992 and related
clarifications, in connection with the proposed Rights issue (“the issue”). The financial information has been prepared by
the Company and approved by the Board of Directors of the Company.
2) We have examined the ‘Summary Statement of Profits and Losses-Restated’ of the Company for the six months period
ended on September 30, 2005 and for each of the financial years ended on March 31, 2005, 2004, 2003, 2002 and 2001
enclosed as Annexure I to this report, the ‘Summary Statement of Assets and Liabilities-Restated’ as on those dates
enclosed as Annexure II to this report and related financial statement schedules enclosed as Annexure III to this report
and confirm that;
i. these statements reflect the profits and losses and assets and liabilities for each of the relevant period/ years as
extracted from the Profit and Loss account for the six months period ended September 30, 2005 and for each of the
financial years ended on March 31, 2005, 2004, 2003, 2002, and 2001, the Balance Sheets as on those dates which
are audited by us, approved by the Board of Directors and adopted by the members of the Company other than the
accounts for the six months period ended September 30, 2005 which have been approved only by the Board of
Directors at its meeting held on October 28, 2005, after making therein the disclosures and adjustments (Annexure
VI) required to be made in accordance with the provisions of paragraph 6.10.2.7. of the Guidelines;
ii. the Significant Accounting Policies adopted by the Company are enclosed as Annexure IV to this report; and
iii. the Notes to the ‘Summary Statement of Profits and Losses- Restated’ and ‘Summary Statement of Assets and
Liabilities- Restated’ are enclosed as Annexure V to this report.
3) We have examined the ‘Cash Flow Statement-Restated’ for the six months period ended September 30, 2005 and for
each of the financial years ended March 31, 2005, 2004, 2003, 2002, and 2001 enclosed as Annexure VII to this report
and confirm that, in our opinion, this statement has been prepared by the Company in accordance with the requirement of
Accounting Standard (AS) 3 on ‘Cash Flow Statements’ issued by the Institute of Chartered Accountants of India (ICAI).
4) We have examined the ‘Segmental Reporting-Restated’ in respect of six months period ended / as at September 30, 2005
and each of the financial years ended/ as at March 31, 2005, 2004, 2003, 2002 and 2001 enclosed as Annexure VIII to
this report and confirm that, in our opinion, these statements have been prepared by the Company in accordance with the
requirement of AS 17 on “Segment Reporting” issued by the ICAI.
5) We have examined the ‘Related party transactions’ in respect of six months period ended September 30, 2005 and each
of the financial years ended March 31, 2005, 2004, 2003 and 2002 enclosed as Annexure IX to this report and confirm
that, in our opinion, the relationship and transactions between the Company and its related parties have been appropriately
reported in accordance with AS 18 on “Related Party Disclosures” issued by the ICAI.
6) We have examined the ‘Summary of Accounting Ratios’ of the Company for six months period ended September 30, 2005
and for each of the financial years ended March 31, 2005, 2004, 2003, 2002 and 2001 enclosed as Annexure X to this

113
 report and confirm that they have been correctly computed from the figures as stated in the ‘Summary Statement of Profits
and Losses- Restated’ and ‘Summary Statement of Assets and Liabilities- Restated’ of the Company referred to in paragraph
2 above.
7) We have examined the ‘Dividend Paid’ by the Company in respect of each of the financial years ended March 31, 2005,
2004, 2003, 2002 and 2001, on each class of shares of the Company, enclosed as Annexure XI to this report and confirm
that it correctly records the dividend paid in respect of each of those years.
8) We have examined the ‘Tax Shelter Statement’ for six months period ended September 30, 2005 and for each of the
financial years ended March 31, 2005, 2004, 2003, 2002, 2001 enclosed as Annexure XII to this report and confirm that,
in our opinion it correctly reflects the ‘Tax Shelter’ for each of those period/years.
9) We have examined the ‘Capitalisation Statement’ enclosed as Annexure XIII to this report and confirm that it correctly
records the matter stated therein.
10) We have also examined the Summary Statement of Profits and Losses of:
i. Titan International Holdings B.V. (TIHBV), subsidiary of the Company for the six months period ended September 30,
2005 and for each of the financial years ended March 31, 2005, 2004, 2003, 2002 and 2001;
ii. Titan Time Products Limited (TTPL) (subsidiary of the Company from November 16, 2004, associate May 31, 2003
to November 15, 2004 and joint venture company upto May 30, 2003) for six months period ended September 30,
2005 and for each of the financial years ended March 31, 2005, 2004, 2003, 2002 and 2001;
iii. Titan Brand Holdings N.V. (TBHNV), (subsidiary of the Company from March 19, 2004 and subsidiary of TIHBV upto
March 18, 2004) for the six months period ended September 30, 2005 and for each of the financial years ended
March 31, 2005, 2004, 2003, 2002 and 2001;
iv. Titan Watch Company Limited (TWCL), subsidiary of TIHBV for the six months period ended September 30, 2005
and for the financial years ended March 31, 2005 and 2004;
v. Titan Watches & Jewellery International (Asia Pacific) Pte Ltd. (TAPL), subsidiary of TIHBV for the years ended
March 31, 2004 and 2003, nine months period ended March 31, 2002 and year ended June 30, 2001, and
the Summary Statement of Assets and Liabilities of the above mentioned companies as at those dates (except as at
March 31, 2004 with respect to TAPL since it ceased to be a subsidiary as on March 30, 2004) enclosed as Annexure XIV,
XV, XVI, XVII and XVIII respectively to this report and confirm that these statements reflect the profits and losses and
assets and liabilities of those companies for each of the relevant period/years as extracted, without any adjustments, from
the Profit and Loss Accounts and Balance Sheets of those companies for the relevant period/years, as audited by us in
case of TTPL, by the under mentioned firms of auditors, in case of TIHBV, TBHNV and TAPL;
11) We have examined the ‘Summary Statement of Consolidated Profits and Losses-Restated’ of the Company and its
subsidiaries (“Titan Group”) for six months period ended on September 30, 2005 and for each of the financial years ended
March 31, 2005, 2004, 2003 and 2002 enclosed as Annexure XIX to this report, the ‘Summary Statement of Consolidated
Assets and Liabilities-Restated’ as on these dates enclosed as Annexure XX to this report and related financial statement
schedule enclosed as Annexure XXI to this report and confirm that:
i. these statements reflect the profits and losses and assets and liabilities of Titan Group for each of the relevant period/
years as extracted from the Consolidated Profit and Loss Account for the six months period ended September 30,
2005 and for each of the financial years ended March 31, 2005, 2004, 2003 and 2002 the Consolidated Balance
Sheet as on those dates which are audited by us, approved by the Board of Directors and adopted by the members
of the Company other than the accounts for the six months period ended September 30, 2005 which have been
approved only by the Board of Directors at its meetings held on December 15, 2005, after making therein the disclosures
and adjustments (Annexure XXIV) required to be made in accordance with the provision of paragraph 6.10.2.7 of the
Guidelines;
ii. we did not audit the financial statements of subsidiaries, whose financial statements reflect total assets of Rs 17874.05
lakhs, Rs. 17698.18 lakhs, Rs. 17590.81 lakhs, Rs. 16254.43 lakhs and Rs. 15531.53 lakhs as at September 30,
2005, March 31, 2005, 2004, 2003 and 2002 respectively, total revenues of Rs. 440.52 lakhs, Rs. 1021.14 lakhs,
Rs. 6709.47 lakhs, Rs. 3178.74 lakhs and Rs. 2755.47 lakhs for the six months period ended on September 30, 2005
and for each of the financial years ended March 31, 2005, 2004, 2003 and 2002 respectively and cash inflows/
(outflows) of Rs. (35.87) lakhs, Rs. 24.58 lakhs, Rs. (72.92) lakhs and Rs. (25.40) lakhs for the six months period
ended on September 30, 2005 and for each of the financial years ended March 31, 2005, 2004, and 2003 respectively.
These financial statements and other financial information have been audited by other auditors whose reports have
been furnished to us, and in our opinion, in so far as they relate to the amount included in respect of these subsidiaries,
are based solely on the basis of these reports. We report that the consolidated financial statements have been

114
 TITAN INDUSTRIES LIMITED

prepared by the Company in consideration of and in accordance with the with the requirement of AS 21 on Consolidated
Financial Statements, AS 23 on Accounting for Investments in Associates in Consolidated Financial Statements and
AS 27 on Financial Reporting of Interests in Joint Ventures issued by the ICAI and on the basis of the separate
audited financial statements of the Company and its subsidiaries;
iii. the significant Accounting Policies adopted by Titan Group are enclosed as Annexure XXII to this report; and
iv. the Notes to the ‘Summary Statement of Consolidated Profits and Losses –Restated’ and ’Summary Statement of
Consolidated Assets and Liabilities- Restated’ are enclosed as Annexure XXIII to this report.
Subsidiary Auditors
TIHBV Bouwer & Officier for the six months period ended September 30, 2005 and for each of the financial years ended
March 31, 2005, 2004, 2003, 2002 and 2001
TBHNV (i) John Thomas & Co. for the six months period ended September 30, 2005 and for each of the financial years
ended March 31, 2005, 2004, 2003 and 2002.
(ii) De Paus Vesseur & Hernandez N.V. for the financial year ended March 31, 2001
TAPL H. Wee & Co. for the years ended March 31, 2004 and 2003, nine months period ended March 31, 2002 and year
ended June 30, 2001;
and unaudited in case of TWCL.
Bouwer & Officer, in their report on the accounts of TIHBV for the six months period ended September 30, 2005 and for each
of the financial years ended March 31, 2005, 2004, 2003, 2002, and 2001 included the following paragraphs:
“Without qualifying our opinion above, we draw attention to note 5 (appearing as note 2 in Annexure XIV D to this report) to the
financial statements. As explained in this note, the Company has invested significant amounts in Titan International Marketing
Limited (TIML) that has incurred significant losses over the past few years. Realizability of this investment depends on the
outcome of the measures undertaken to generate future profits in TIML. We also draw attention to note 4 (appearing as note
1 in Annexure XIV D to this report); realizability of the amounts invested in design and development expenses depends on the
flow for royalty income in the future.”
12) We have examined the ‘Consolidated Cash Flow Statement- Restated’ for the six months period ended on September 30,
2005 and for each of the financial years ended March 31, 2005, 2004 and 2003 enclosed as Annexure XXV to this report
and confirm that, in our opinion, this statement has been prepared by the Company in accordance with the requirement of
AS3 on “Cash Flow Statements” issued by the ICAI.
13) We have examined the ‘Consolidated Segmental Reporting-Restated’ in respect of six months period ended / as at
September 30, 2005 and for each of the financial years ended/ as at March 31, 2005, 2004, 2003 and 2002 enclosed as
Annexure XXVI to this report and confirm that, in our opinion, these statements have been prepared by the Company in
accordance with the requirement of AS 17 on “Segment Reporting” issued by the ICAI.
14) We have examined the ‘Consolidated Related Party Transactions’ of Titan Group in respect of six months period ended
September 30, 2005 and for each of the financial years ended March 31, 2005, 2004, 2003 and 2002 enclosed as
Annexure XXVII to this report and confirm that, in our opinion, the relationships and transactions between the Titan Group
and its related parties have been appropriately reported in accordance with AS 18 on “Related Party Disclosures” issued
by the ICAI.
This report is intended solely for the use of the Company, for the purpose of inclusion in the Letter of Offer in connection with
the proposed issue of the Company. This report is not to be used or relied upon by, or disclosed, referred to or communicated
by yourself (in whole or in part) to, any third party for any purpose other than the stated use, except with our written consent in
each instance, and which consent, may be given, only after full consideration of the circumstances at that time.

For A.F. Ferguson & Co.

Chartered Accountants

H. L. Shah
Place : Bangalore Partner
Date: December 26, 2005 (Membership No. 33590)

115
Annexure - I
Summary Statement of Profits and Losses – Restated
(Rs. in lakhs)
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002 2001
INCOME
Gross Sales :
-of products manufactured by the Company . 64964.68 111193.39 95301.74 79407.93 72145.56 69391.31
-of products traded in by the Company .......... 1598.45 2272.69 550.73 381.71 332.80 298.95
Total ................................................................. 66563.13 113466.08 95852.47 79789.64 72478.36 69690.26
Less: Excise duty ............................................ 3057.61 5470.90 6363.76 6195.89 6027.15 6241.54
Net sales .......................................................... 63505.52 107995.18 89488.71 73593.75 66451.21 63448.72
Other Income ................................................... 108.04 272.63 208.68 1039.97 224.34 1163.24
Increase / (Decrease) in Inventory ................. 9811.80 8790.97 3466.82 503.69 (1883.62) (2826.77)
Total Income ................................................... 73425.36 117058.78 93164.21 75137.41 64791.93 61785.19
EXPENDITURE
Raw Materials Consumed ............................... 46005.80 72040.75 58104.27 46808.45 37714.14 33982.60
Purchase of Finished Goods .......................... 2886.53 2988.98 1243.42 514.66 208.81 136.70
Staff Cost ......................................................... 6033.08 10701.68 9457.75 7675.01 7631.55 7406.51
Other Manufacturing Expenses ...................... 1479.40 3079.13 2052.02 1802.10 1608.25 1890.17
Administration Expenses ................................ 3680.33 6626.14 4822.03 3870.12 3900.79 3732.22
Advertising ....................................................... 4847.47 7689.46 5982.21 4744.08 3654.84 4009.51
Other Selling & Distribution Expenses ........... 1348.53 2143.30 1690.12 1496.75 1303.10 1193.86
Interest ............................................................. 1177.56 3091.74 3762.18 4134.67 4626.64 4784.02
Depreciation ..................................................... 962.35 1961.26 2147.38 2113.78 2327.99 2092.80
Total Expenditure .......................................... 68421.05 110322.44 89261.38 73159.62 62976.11 59228.39
Profit before Exceptional Items ...................... 5004.31 6736.34 3902.83 1977.79 1815.82 2556.80
Exceptional Items ............................................ 1773.00 3500.00 2500.00 1000.00 - -
Profit before Tax – before Restatement ..... 3231.31 3236.34 1402.83 977.79 1815.82 2556.80
Adjustments :
Effect of change in Accounting
policies/estimates ............................................ - 119.09 38.91 11.72 93.69 (80.47)
Profit Before Tax – after Restatement ........ 3231.31 3355.43 1441.74 989.51 1909.51 2476.33
Total Provision for Tax before restatement ... 667.93 741.45 284.78 356.78 506.46 209.16
Effect on Tax due to restatement ................... (9.17) 46.42 (212.05) 8.43 32.91 (148.69)
Total provision for tax after restatement ... 658.76 787.87 72.73 365.21 539.37 60.47
Net Profit after Tax – Restated .................... 2572.55 2567.56 1369.01 624.30 1370.14 2415.86
Balance brought forward – Restated ............. 2953.25 1874.15 1385.57 1625.05 1127.67 3760.91
Less : Deferred Tax liability of earlier years .. - - - - (206.20) 3119.06
Profit available for Appropriation- Restated 5525.80 4441.71 2754.58 2249.35 2704.01 3057.71
APPROPRIATION
General Reserve ............................................. - 205.16 28.79 19.75 65.47 234.76
Dividend on preference shares ...................... 138.38 281.39 332.15 367.10 352.96 395.83
Proposed Dividend on equity shares ............. - 845.53 422.76 422.76 634.14 1099.18
Tax on dividends ............................................. 19.41 156.38 96.73 54.17 26.39 200.27
Balance carried forward – restated ................ 5368.01 2953.25 1874.15 1385.57 1625.05 1127.67
Total ................................................................. 5525.80 4441.71 2754.58 2249.35 2704.01 3057.71

The above statement should be read with significant accounting policies appearing in Annexure IV, together with notes to the summary
statement of profits and losses and assets and liabilities, as restated, as appearing in Annexure V and VI.

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 TITAN INDUSTRIES LIMITED

Annexure I
A. Balance in profit and loss account as at April 1, 2000 – Restated
(Rs. in lakhs)
Balance in profit and loss account as at April 1, 2000, as per audited financial statements 3813.14
Increase/ (decrease) in the accumulated profit as at April 1, 2000 as a result of:
- Depreciation (130.74)
- Gratuity (52.20)
- Income tax 130.71
Balance in profit and loss account as at April 1, 2000, as restated 3760.91
The above information should be read with significant accounting policies appearing in Annexure IV, together with notes to the summary
statement of profits and losses and assets and liabilities, as restated, as appearing in Annexure VI C and in particular note no. C(ii), C(iii) and
C(v) of Annexure VI.

117
Annexure - II
Summary Statement of Assets and Liabilities - Restated
(Rs. in lakhs)
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002 2001
A Fixed Assets :
Gross Block at cost ..................................... 40270.05 40007.44 39341.19 38174.25 37813.75 36622.92
Less : Depreciation ..................................... 24328.54 23494.55 22011.51 20052.89 18132.46 16061.93
Net block ...................................................... 15941.51 16512.89 17329.68 18121.36 19681.29 20560.99
Advance on capital account and capital
work in progress, at cost ............................ 2453.68 978.29 406.59 965.67 326.34 360.71
Total Fixed Assets .................................... 18395.19 17491.18 17736.27 19087.03 20007.63 20921.70
B Investments ............................................... 3302.03 2702.03 2758.33 3709.33 2462.43 2308.51
C Current Assets, Loans and Advances
Inventories ................................................... 41417.57 27161.82 16411.91 14191.74 12481.90 14622.75
Sundry Debtors ........................................... 8979.01 7708.96 14816.17 18638.08 20774.99 15903.74
Cash and bank balances ............................ 3928.20 4400.91 2714.69 2399.08 1732.98 2751.69
Loans and Advances .................................. 15005.37 17213.55 19286.19 21685.60 19731.60 15041.52
Total Current Assets,
Loans and Advances ................................ 69330.15 56485.24 53228.96 56914.50 54721.47 48319.70
D Total Assets (A+B+C) ............................... 91027.37 76678.45 73723.56 79710.86 77191.53 71549.91
E Liabilities and Provisions ........................
Secured Loans ............................................ 21767.75 19335.67 20390.76 12680.26 21008.32 23548.83
Unsecured Loans ........................................ 14704.56 12466.81 20310.32 34026.32 23320.99 18652.28
Deferred Tax Liabilities ............................... 2398.98 2840.22 3236.28 4256.49 4184.31 4442.99
Current Liabilities and Provisions .............. 33961.79 26761.15 17094.66 17979.04 13162.66 9449.28
Total Liabilities and Provisions .............. 72833.08 61403.85 61032.02 68942.11 61676.28 56093.38
F Net Worth (D-E) .......................................... 18194.29 15274.60 12691.54 10768.75 15515.25 15456.53
G Represented by ...........................................
1) Share Capital :
Equity Share Capital ................................... 4227.63 4227.63 4227.63 4227.63 4227.63 4227.63
Preference Share Capital ........................... 4000.00 4000.00 4000.00 4000.00 4000.00 4000.00
2) Reserves and surplus :
Capital Reserve ........................................... 13.23 13.23 13.23 13.23 13.23 13.23
Share premium account ............................. 6172.69 6172.69 6172.69 6172.69 6172.69 6172.69
General Reserve ......................................... 348.18 348.18 143.02 114.23 94.48 235.21
Profit and Loss Account .............................. 5368.01 2953.25 1874.15 1385.57 1625.05 1127.67
Less : Miscellaneous Expenditure
(to the extent not written off or adjusted) ... (1935.45) (2440.38) (3739.18) (5144.60) (617.83) (319.90)
Net Worth ................................................... 18194.29 15274.60 12691.54 10768.75 15515.25 15456.53
The above statement should be read with significant accounting policies appearing in Annexure IV, together with notes to the summary
statement of profits and losses and assets and liabilities, as restated, as appearing in Annexure V and VI.

118
 Annexure - III
A. Secured Loans
(Rs. in lakhs)
SL Particulars Amount Amount As at As at March 31, Interest Repayment Security
No. Sanctioned Availed September Rate Terms
30, 2005 2005 2004 2003 2002 2001
I Interest free
sales tax Loan
1 State Industries 100.00 99.96 - - - - 33.32 49.98 - 6 yearly Secured by a second charge
Promotion Corporation installments by way of an equitable
of Tamil Nadu Limited commencing from mortgage of the Company’s
01.03.1999 immovable property relating to
(Pre payment of the Watch Plant located at
1 installment) Hosur and hypothecation of
assets except inventories and
book debts in favour of the
lender.
Total - - - - 33.32 49.98
II Term Loans
1 IDBI 5000.00 5000.00 - 312.50 1562.50 2812.50 4062.50 5000.00 14.50% p.a. 16 quarterly Secured by pari passu first
(since installments of mortgage and charge of all
reduced to Rs.312.50 lakhs the Company’s immovable
12.50% p.a. each properties, both present and
w.e.f. future and first charge by way
01.04.04) of hypothecation of all the
Company’s movables, both
present and future (save and

119
except current assets) in favour
of the lender.
2 IDBI 2500.00 2500.00 - - - - - 2500.00 12.50% p.a. Repayment within Secured by pari passu first
a period of charge by way of hypothe-
12 months cation of current assets
including book debts,
receivables and inventories,
both present and future, in
favour of the lender.
3 IDBI 1600.00 1600.00 - - - - - 1600.00 12.75% p.a. Bullet repayment Secured by pari passu second
at the end of charge by way of hypothe-
15 months from cation of current assets
the date of first including book debts and
disbursement inventories, both present and
future, in favour of the lender.
4 IDBI 5000.00 5000.00 - - - - 5000.00 - 10.95% p.a. Bullet repayment Secured by second charge by
at the end of way of hypothecation of the
9 months from the current assets including book
date of first debts and inventories, both
disbursement present and future, in favour
of the lender.
5 Bank of Baroda 3000.00 3000.00 - - - - - 750.00 Bank PLR 12 quarterly Secured by pari passu first
installments of charge on the movable and
Rs.250.00 lakhs immovable properties of the
each with a Company, both present and
moratorium period future.
of 12 months
from 02.01.1998
TITAN INDUSTRIES LIMITED

to 01.01.1999
 (Rs. in lakhs)
SL Particulars Amount Amount As at As at March 31, Interest Repayment Security
No. Sanctioned Availed September Rate Terms
30, 2005 2005 2004 2003 2002 2001
6 Canara Bank 5500.00 5500.00 - - - - - 1100.00 Bank PLR 2 annual Secured by pari passu first
installments of charge on the movable and
Rs.550.00 lakhs immovable properties of the
each followed Company, both present and
by 4 annual future.
installments of
Rs.1100.00 lakhs
each
7 Union Bank of India 2500.00 2500.00 - - 190.00 1240.00 2080.00 2500.00 Bank PLR 12 quarterly Secured by pari passu first
installments of charge by way of hypothe-
Rs.210.00 lakhs cation of movable assets
each with 2 years (save and except current
moratorium period assets) and by way of an
from 24.09.1999 equitable mortgage of
to 23.09.2001 immovable properties of the
Company, both present and
future in favour of the lender.
8 Oriental Bank of 5000.00 5000.00 1250.00 1750.00 2750.00 3750.00 4750.00 5000.00 Bank PLR - 20 quarterly Secured by pari passu first
Commerce Less installments of charge by way of hypothe-
3% p.a. Rs.250.00 lakhs cation of movable assets
each with 1 year (save and except current
moratorium assets) and by way of an
period from equitable mortgage of
14.02.2001 to immovable properties of the

120
13.02.2002 Company, both present and
future in favour of the lender.
9 Canara Bank 5000.00 5000.00 2498.00 3332.00 1000.00 - - - 8.00% p.a. 12 quarterly Secured by pari passu first
Installments of charge by way of hypothe-
Rs.417.00 lakhs cation of movable assets
each (save and except current
assets) and by way of an
equitable mortgage of
immovable properties of the
Company (both present and
future) in favour of the
lender.
10 Oriental Bank of 2500.00 2500.00 1250.01 1666.68 2500.00 - - - Bank PLR- 12 quarterly Secured by a first charge by
Commerce less 3% p.a. installments of way of hypothecation of
Rs.208.33 lakhs current assets including
each book debts and inventories,
both present and future in
favour of the lender.
11 State Bank of Indore 2500.00 2500.00 2000.00 2000.00 2500.00 - - - Bank PLR - 5 Annual Secured by pari passu first
less Installments of charge by way of hypothe-
2.75% p.a. Rs.500.00 lakhs cation of movable assets
each (save and except current
assets) and by way of an
equitable mortgage of
immovable properties of
Company, both present
and future in favour of the
lender.
 (Rs. in lakhs)
SL Particulars Amount Amount As at As at March 31, Interest Repayment Security
No. Sanctioned Availed September Rate Terms
30, 2005 2005 2004 2003 2002 2001
12 UTI Bank Limited 3000.00 3000.00 750.00 1500.00 3000.00 - - - Bank PLR- 8 quarterly Secured by pari passu first
less installments of charge by way of hypothe-
2% p.a. Rs.375.00 lakhs cation of movable assets
each (save and except current
assets) and by way of an
equitable mortgage of
immovable properties of the
Company, both present
and future in favour of the
lender.
13 Indian Bank 2500.00 2500.00 1875.01 2083.34 - - - - 8.00% p.a. 12 quarterly Secured by pari passu first
installments of charge by way of hypothe-
Rs.208.33 lakhs cation of movable assets
each (save and except current
assets) and by way of an
equitable mortgage of
immovable properties of the
Company, both present and
future in favour of the lender.
14 Industrial Development 2500.00 2500.00 2250.00 1500.00 - - - - 1year G- 10 quarterly Secured by pari passu first
Bank of India Limited Sec rate+ installments of charge by way of hypothe-
175 bps Rs.250.00 lakhs cation of movable assets
payable each with a (save and except current
monthly moratorium assets) and by way of an

121
period of 6 equitable mortgage of
months from immovable properties of the
30.03.2005 to Company (both present and
30.09.2005 future) in favour of the lender.
15 UCO Bank 2500.00 2500.00 2119.52 2500.00 - - - - 7.00% p.a. 36 monthly Secured by pari passu first
installments charge by way of hypothe
cation of movable assets
(save and except current
assets) and secured by way of
an equitable mortgage of
immovable properties of the
Company (both present and
future) in favour of the lender.
Total 13992.54 16644.52 13502.50 7802.50 15892.50 18450.00
III Working Capital Loans
1 Cash Credit Account 12000.00 12000.00 7775.21 2691.15 6888.26 4877.76 5082.50 5048.85 per - Working capital facilities from
agreement Consortium bankers are
with secured by way of
Consortium hypothecation of book debts,
bankers inventories, stores and spares
as amended both present and future in
from time favour of the lenders.
to time
Total 7775.21 2691.15 6888.26 4877.76 5082.50 5048.85
Grand Total 21767.75 19335.67 20390.76 12680.26 21008.32 23548.83
TITAN INDUSTRIES LIMITED
Annexure III
B. Unsecured Loans
(Rs. in Lakhs)
Particulars As at As at March 31,
September
30,2005 2005 2004 2003 2002 2001
Term Loans from Banks .......... - - - - - 729.70
Deposits from Companies ......
-Promoters .............................. - - - - 2580.00 -
-Promoters group ................... 5500.00 4265.00 2750.00 5965.00 4440.00 2000.00
-Associate Companies ........... 1815.00 1210.00 - - - -
-Others .................................... 1275.00 2450.00 2800.00 4385.00 700.00 2350.00
Fixed Deposits ......................... 1114.56 1041.81 3260.32 4688.62 4887.65 2153.17
Short Term Loans ....................
-From Banks ........................... 5000.00 3500.00 11500.00 18987.70 10713.34 9240.13
-From others ........................... - - - - - 2179.28
Total ......................................... 14704.56 12466.81 20310.32 34026.32 23320.99 18652.28

Details of Unsecured Loans as at September 30, 2005 are as below:

(Rs. in Lakhs)
Particulars Amount Rate of Repayment terms
outstanding interest
per annum
Deposits from Companies
-Promoters group ................................................ 5500.00 6.50% to 7.00% 90 to 182 days
-Associate Companies* ....................................... 1815.00 6.00% 90 days and thereafter at call
-Others ................................................................. 1275.00 6.00% to 7.15% 90 to 182 days
Fixed Deposits .................................................... 1114.56 6.75% to 9.00% 3 years. However, option for
earlier redemption is availabe
as per the public deposit rules
approved by the Board
Short Term Loans from Banks ......................... 5000.00 6.15% to 6.50% 90 to 180 days

* Out of the deposits outstanding from associate companies as at September 30, 2005, in respect of Rs. 1180 lakhs the term of 90 days has
expired and therefore are repayable at call.

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 TITAN INDUSTRIES LIMITED

Annexure - III
C. Details of Investments
(Rs. in Lakhs)
As at As at March 31,
September 30,2005 2005 2004 2003 2002 2001
No.of No.of Amount No.of Amount No.of No.of No.of
Shares/ Shares/ Shares/ Shares/ Shares/ Shares/
Units Amount Units Units Units Amount Units Amount Units Amount

Long Term Investments

(Unquoted and fully paid up) :
(at cost less provision for
diminution in value)
In non-subsidiary companies
Titan Properties Limited
(equity shares of Rs.10 each) ....................... 1,00,000 10.00 1,00,000 10.00 1,00,000 10.00 1,00,000 10.00 1,00,000 10.00 1,00,000 10.00
Titan Mechatronics Limited
(equity shares of Rs.10 each) ....................... 5010 0.50 5010 0.50 5010 0.50 5010 0.50 5010 0.50 5010 0.50
Titan Holdings Limited
(equity shares of Rs.10 each) ....................... 42,210 40.15 42,210 40.15 42,210 40.15 42,210 40.15 2,510 0.25 2,510 0.25
Questar Investments Limited
(equity shares of Rs.10 each) ....................... 60,000 18.00 60,000 18.00 60,000 18.00 60,000 18.00 60,000 18.00 60,000 18.00
Tanishq (India) Limited
(equity shares of Rs.10 each) ....................... 15,000 1.50 15,000 1.50 15,000 1.50 15,000 1.50 15,000 1.50 15,000 1.50
Samrat Holdings Limited
(equity shares of Rs.10 each) (*) .................. 142,000 2269.76 142,000 2269.76 142,000 2269.76 - - - - - -
Titan TimeProducts Limited
(equity shares of Rs.10 each) (**) ................. - - - - 5,00,000 50.00 5,00,000 50.00 5,00,000 50.00 5,00,000 50.00
Titan Holdings Limited
(6% cumulative redeemable
preference shares of Rs.100 each) ............... 6,00,000 600.00 - - - - - - - - - -
----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- -----------------------
2939.91 2339.91 2389.91 120.15 80.25 80.25
In subsidiary companies
Titan TimeProducts Limited
(equity shares of Rs.10 each) (**) ................. 19,00,000 237.70 19,00,000 237.70 - - - - - - - -
Titan Brand Holdings NV
(equity shares of Euro 5 each) ...................... 17,500 48.70 17,500 48.70 17,500 48.70 - - - - - -
Titan International Holdings BV
(equity shares of Euro 500 each) (***) .......... 10,000 0.79 10,000 0.79 10,000 244.79 10,000 1244.79 10,000 2244.79 1,000 2050.78
----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- -----------------------
287.19 287.19 293.49 1244.79 2244.79 2050.78

Others – quoted
6.75% tax free bonds of Rs.100 each of
the Unit Trust of India ..................................... 74,932 74.93 74,932 74.93 74,932 74.93 - - - - - -
Unquoted
US 64 - Unit Trust of India ............................. - - - - - - 7,46,328 74.63 7,46,328 74.63 7,46,328 114.72
Trade investments – current
RDI Print & Publishing Limited
(equity shares of Rs.10 each) (*) .................. - - - - - - 142,000 2269.76 20,000 62.76 20,000 62.76
----------------------- ----------------------- ----------------------- ----------------------- ----------------------- -----------------------
Total Investments ......................................... 3302.03 2702.03 2758.33 3709.33 2462.43 2308.51
============ ============ ============ ============ ============ ============
Aggregate book value of investments
Unquoted ......................................................... 3227.10 2627.10 2683.40 3709.33 2462.43 2308.51
Quoted ............................................................. 74.93 74.93 74.93 - - -
----------------------- ----------------------- ----------------------- ----------------------- ----------------------- -----------------------
Total ................................................................ 3302.03 2702.03 2758.33 3709.33 2462.43 2308.51
============ ============ ============ ============ ============ ============
Market value of quoted investments ............. 79.25 78.43 81.30 - - -

(*) formerly known as RDI Print & Publishing Limited Disclosed as current investments upto year ended March 31, 2003 and thereafter as long term investments.
(**) a subsidiary company from 16.11.2004
(***) each share at NLG 1,000 each upto the year ended 31.3.2001

123
Annexure - III
D. SUNDRY DEBTORS CONSIST OF :
(Rs. in Lakhs)
Particulars As at As at March 31,
September 30,
2005 2005 2004 2003 2002 2001
Debts outstanding
over six months
- Considered good 479.85 467.53 1478.58 634.00 2093.05 1961.26
- Considered doubtful 459.33 388.33 379.20 165.20 134.57 94.57
Other debts
- Considered good 8499.16 7241.43 13337.59 18004.08 18681.94 13942.48
- Considered doubtful - - - - - -
Provision for doubtful debts 459.33 388.33 379.20 165.20 134.57 94.57
Total Sundry Debtors 8979.01 7708.96 14816.17 18638.08 20774.99 15903.74

124
 TITAN INDUSTRIES LIMITED

Annexure - III
E. DETAILS OF OTHER INCOME – RESTATED
(Rs. in Lakhs)
Six months
ended Year ended March 31,
September 30,
2005 2005 2004 2003 2002 2001
Other Income 108.04 272.63 208.68 1039.97 224.34 1163.24
Net profit / ( loss) before tax,
as restated 3231.31 3355.43 1441.74 902.53 1926.90 2493.72
Percentage 3.34% 8.13% 14.47% 115.23% 11.64% 46.65%

Six months Related/

ended Year ended March 31, Not Related
September Recurring / to Business
30, 2005 Non Recurring Activity
2005 2004 2003 2002 2001

Sources of
other income
Income from trade 0.60 38.51 29.14 903.26 52.59 10.26 Recurring
investments – gross Not Related
Interest on staff loans, 55.42 145.29 112.06 95.96 121.35 182.28 Recurring
vendor advances Related
and bank deposits
Interest on Long term 2.53 5.06 2.53 - - - Recurring
investments Not Related
Profit on sale of - - - - - 966.04 Non-Recurring
investments Not Related
Miscellaneous
income 49.49 83.77 64.95 40.75 50.40 4.66 Recurring
Related
Total 108.04 272.63 208.68 1039.97 224.34 1163.24

Notes:
1. The classification of income as recurring/non recurring in nature and related/not related to business activity is based on the current
operations and business activity of the Company as determined by the management.

2. The above amounts are as per the summary statement of profits and losses of the Company, as restated.

125
Annexure – IV
SIGNIFICANT ACCOUNTING POLICIES
Basis and preparation of accounts:
The accounts are prepared under the historical cost convention and materially comply with the applicable accounting standards.
The significant accounting policies followed by the Company are as stated below:
i. Revenue recognition: Revenue from sale of goods is recognised when the goods are dispatched from the stock points
to customers.
Interest income is recognised on a time proportion basis, taking into account the amount outstanding and the rate applicable.
Dividend income is recognised when the Company’s right to receive the payment is established.
ii. Fixed Assets: Capitalised at acquisition cost including directly attributable cost.
In line with Accounting standard 19 on ‘Leases’, fixed assets acquired through ‘finance lease’ transactions entered into on
and after April 1, 2001, have been capitalised.
iii. Depreciation: Depreciation has been provided on the straight line method in accordance with the Companies Act, 1956,
except for computers, which are depreciated @ 25% instead of 16.21% and leased assets are depreciated over the
primary lease period.
iv. Foreign currency transactions: Foreign exchange transactions are recorded at the exchange rates prevailing on the
date of the transaction.
Foreign currency liabilities incurred for the acquisition of imported fixed assets are translated at exchange rates prevailing
on the last working day of the accounting year or forward cover rates, as applicable. The net variation arising out of the
said translation is adjusted to the cost of fixed assets.
Other outstanding foreign currency monetary items (including those relating to integral foreign operations) are restated at
year end rates or forward cover rates, as applicable. The net loss or gain arising on restatement / settlement is adjusted
to the profit and loss account.
In respect of forward exchange contracts, the premium or discount arising at the inception of such a forward exchange
contract is amortised as expense or income over the life of the contract. Exchange differences on such contracts are
recognised in the statement of Profit and Loss of the reporting period in which the exchange rates change except in case
of liabilities incurred for acquiring imported fixed assets.
v. Investments: Long term investments are valued at acquisition cost. Necessary provision is made for permanent diminution
in value, if any.
vi. Inventories: Consumable stores and loose tools are valued at cost. All other inventories are valued at lower of cost and
net realisable value. The cost of various categories of inventory is determined as follows :
a) Consumable stores, loose tools, raw materials and components are valued on a moving weighted average rate.
b) Work in progress and manufactured goods are valued on full absorption cost method based on the annual average
cost of production.
c) Traded goods are valued at annual average cost of purchases.
vii. Product warranty expenses: Product warranty costs are determined based on past experience and provided for in the
year of sale.
viii. Retirement benefits: Contribution to the provident fund and pension fund is made monthly at a pre-determined rate to
the Provident Fund Trust and Regional Provident Fund Commissioner respectively and debited to the profit and loss
account on an accrual basis.
Contribution to the Superannuation fund is made annually at a pre-determined rate to the Superannuation Trust and
debited to the profit and loss account on an accrual basis.
Contribution to the Gratuity fund is made annually on the basis of actuarial valuation and debited to the profit and loss
account on an accrual basis.
Leave encashment benefit is provided on an actuarial basis.

126
 TITAN INDUSTRIES LIMITED

ix. Deferred revenue expenditure:

a) Compensation to employees who have opted for retirement under Voluntary Retirement Scheme (VRS) of the Company,
paid and payable, is amortised over a period of 60 months.
b) Software and implementation costs including user’s license fees of the Enterprise Resource Planning (ERP) system and
other application software costs, are amortised over a period of five years.
c) Consultancy charges for long-term operating and strategic initiatives are amortised over a period of three years.
d) Brand building costs are amortised over a period of two years.
x. Deferred Taxation: Deferred taxation is accounted for in respect of all timing differences on a liability method. Deferred
tax asset is recognised to the extent where the management is reasonably certain that the realisation is more likely than
not.

127
Annexure – V
Notes to the Summary Statement of Assets and Liabilities – Restated and Summary Statement of Profit and Losses –
Restated for the six months period ended September 30, 2005 and for each of the year ended March 31, 2005, 2004,
2003, 2002 and 2001.
1. Estimated amount of contracts remaining to be executed on capital account and not provided for are as under :
(Rs. in lakhs)
As at March 31,
As at September 30, 2005
2005 2004 2003 2002 2001
1299.87 914.43 257.34 199.50 136.12 271.38
2. Contingent liability (Rs. in lakhs)
Particulars As at As at March 31,
September 30,
2005 2005 2004 2003 2002 2001
a) Guarantees given by the
Company to banks 861.00 1777.00 3741.00 4310.00 2813.00 7224.00
b) Letter of comfort
given to banks - - 500.00 1588.00 739.00 2292.00
c) Bills discounted by Trade - - 973.00 1107.00 4601.00 4192.00
d) Claims made against the
Company not
acknowledged as debts *
- Sales Tax 842.11 108.90 113.08 38.89 29.60 3424.00
- Customs Duty 1253.27 936.33 332.62 316.94 318.02 318.02
- Excise Duty 1778.31 247.65 105.68 60.69 86.86 189.22
- Income tax Matters 112.08 - - 250.41 250.41 219.50
* The above amounts have been arrived at based on the notice of demand or the Assessment Orders, as the case may
be, and the Company is contesting these claims with the respective authorities. Outflows, if any, arising out of these
claims would depend on the outcome of the decisions of the appellate authorities and the Company’s rights for future
appeals before the judiciary. No reimbursements are expected.
3. The redeemable cumulative preference shares of Rs.100 each aggregating Rs.4000 lakhs outstanding as at September
30, 2005 are redeemable at par from the date of allotment as under:
Sl. Dividend Aggregate value Allotment Redeemable at Call/Put
No. Rate Rupees in lakhs Date the end of Option
1 8.00% 200 March 31, 2003 7 years 18 months
2 6.75% 300 January 29, 2004 7 years 18 months
3 6.75% 1500 March 31, 2004 7 years 12 months
4 7.25% 1000 July 6, 2004 3 years 12 months
5 7.00% 200 August 25, 2004 7 years 12 months
6 6.75% 100 September 30, 2004 7 years 12 months
7 6.75% 100 November 6, 2004 7 years 12 months
8 6.75% 200 November 6, 2004 7 years 18 months
9 6.50% 200 November 6, 2004 7 years 18 months
10 6.00% 200 January 1, 2005 7 years 12 months
The Preference shares may be redeemed, either at the option of the Company or by the Holder(s), at any time after the
expiry of 18 months / 12 months, as mentioned above. In case of withdrawal of certain tax benefits, they may be redeemed
at the option of the Holder(s).

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4. Interest expense disclosed in the summary statement of profits and losses as restated, is net of interest income on loans
given as under :
(Rs. in lakhs)
As at March 31,
As at September 30, 2005
2005 2004 2003 2002 2001
308.93 640.81 744.94 936.49 600.80 409.08

5. Exceptional items disclosed in the summary statement of profits and losses as restated relate to European operations, the
details of which are as under :
(Rs. in lakhs)
Particulars Six months Year ended March 31,
ended
September 30,
2005 2005 2004 2003 2002 2001
Provision for
- diminution in
value of investments - 244.00 1000.00 1000.00 - -
- doubtful loans and advances 1773.00 3256.00 1500.00 - - -
1773.00 3500.00 2500.00 1000.00 - -

6. The details of Directors’ remuneration are as under :

(Rs. in lakhs)
Particulars Six months Year ended March 31,
ended
September 30,
2005 2005 2004 2003 2002 2001
Directors’ remuneration 43.62 70.89 53.05 39.66 147.77 38.39
Includes :
- Provident and
other funds 2.59 4.21 3.56 3.24 6.43 3.56
- Perquisites 12.23 21.09 16.49 12.42 22.90 4.83
- Commission 19.20 30.00 19.80 12.00 43.20 18.00
a) Directors’ remuneration for the six months ended September 30, 2005 is provided on provisional basis which is
subject to the approval of the Board of Directors while approving annual accounts.
b) Directors’ remuneration represents remuneration only to Managing Director/Vice Chairman & Managing Director for
each of the period/years, except for the year ended March 31, 2002, which includes remuneration to the Deputy
Managing Director also.
c) Directors’ remuneration excludes provision for encashable leave and gratuity as separate actuarial valuation is not
available. However, for the year ended March 31, 2002, it includes actual gratuity and other retirement benefits of
Rs.37.67 lakhs and Rs.13.77 lakhs respectively, paid to Vice Chairman & Managing Director, who retired during the
said year.
7. Fixed assets include vehicles acquired on finance lease, the details of which are as under :
(Rs. in lakhs)
Particulars As at As at March 31,
September 30, 2005 2005 2004 2003 2002
(i) Cost of vehicles 342.00 347.94 136.40 113.10 -
(ii) Vehicles acquired during
the year/period 67.43 229.30 23.30 5.20 107.90
(iii) Net carrying amount 264.57 242.28 67.41 71.53 91.74

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 (d) The total of minimum lease payments and their present value outstanding at the Balance Sheet date in respect of
finance leases entered into on and after April 1, 2001 for each of the following periods are :
(Rs. in lakhs)
Particulars As at As at March 31,
September 30,
2005 2005 2004 2003 2002
Total minimum lease payments outstanding
(i) Not later than one year 90.44 80.02 42.60 35.59 33.97
(ii) Later than one year and not later than five years 191.96 175.63 31.23 48.50 79.22
Present value of minimum lease payments outstanding
(i) Not later than one year 79.36 69.47 28.49 25.82 28.43
(ii) Later than one year and not later than five years 149.70 138.64 20.53 29.75 52.16
In respect of the above lease transactions there are no contingent rents payable. The lease rentals payable are fixed /
variable as the case may be. The lease tenure is of 48 months. There are no escalation clauses. In certain cases there
are termination options / purchase options during the period of lease and there are renewal options at the end of the fixed
non-cancellable period of the lease. In case of renewal, the lease shall be reviewed on a year to year basis with the same
terms and conditions except with revised amount of monthly fixed rentals.
8. (a) The total of future minimum lease payments under non-cancellable operating leases are as under:
(Rs. in lakhs)
Particulars Six months Year ended March 31,
ended
September 30,
2005 2005 2004 2003 2002
i) For a period not later than one year 169.40 103.35 98.01 45.00 45.00
ii) For a period later than one year and
not later than five years 353.97 271.44 315.28 203.27 194.91
iiii) Ford For a period later than five years 17.35 47.11 106.63 166.14 219.51
Total 540.72 421.90 519.92 414.41 459.42

(b) The Company has taken the above operating leases for a non-cancellable period as under :
Six months period ended September 30, 2005, years ended March 31, 2005 and 2004-Three/Nine years
Year ended March 31, 2002 and 2003 - Nine years
The leases are renewable by mutual consent.
(c) Lease rentals recognised in the statement of profit and loss account in respect of the above operating leases are as
under :
(Rs. in lakhs)
Six months ended Year ended March 31,
September 30, 2005 2005 2004 2003 2002
73.69 99.43 45.12 45.00 9.38

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9. The details of deferred tax asset/(liability) are as under :

(Rs. in lakhs)
Particulars As at Year ended March 31,
September 30,
2005 2005 2004 2003 2002 2001
Deferred Tax (Liability)
Fixed Assets (3089.00) (3510.48) (3804.26) (4151.99) (4280.98) (4482.06)
Deferred revenue expenditure - - - (207.24) (220.57) (114.20)
Sub total (A) (3089.00) (3510.48) (3804.26) (4359.23) (4501.55) (4596.26)
Deferred Tax Asset
Provision for doubtful debts 155.00 142.10 136.04 60.71 48.04 33.76
Disallowances under section 43B 83.02 90.24 245.49 10.71 212.83 41.60
Provision for leave salary/gratuity 168.00 151.43 102.91 31.32 56.37 77.91
Deferred revenue expenditure 284.00 286.49 83.54 - - -
Sub total (B) 690.02 670.26 567.98 102.74 317.24 153.27
Net Deferred Tax Asset /
(Liability) (A) – (B) (2398.98) (2840.22) (3236.28) (4256.49) (4184.31) (4442.99)

10. Deferred Revenue Expenditure (to the extent not written off or adjusted) comprises of the following :
(Rs. in lakhs)
Particulars As at Year ended March 31,
September 30,
2005 2005 2004 2003 2002 2001
Software and implementation
costs (ERP) - - - 106.64 213.27 319.90
Compensation to employees
under VRS 1935.45 2440.38 3450.22 4460.04 - -
Consultancy charges for long
term operating and strategic
initiatives - - 288.96 577.92 - -
Brand Building Costs - - - - 404.56 -
Total 1935.45 2440.38 3739.18 5144.60 617.83 319.90
11. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund for each of the year
ended March 31, 2003, 2004 and 2005.
12. Current tax for the six months period ended September 30, 2005 has been provided applying the effective tax rate that
would be applicable to the expected earnings for the financial year 2005-06.
13. The figures for the years ended March 31, 2005, 2004, 2003, 2002 and 2001 are for 12 months and therefore are not
directly comparable with the figures for the six month period ended September 30, 2005 which are for 6 months.
C. NOTES ON ADJUSTMENTS
(i) Voluntary Retirement Scheme (VRS)
Until the year ended March 31, 2004, the Company recognized the liability towards VRS on net present value basis.
In order to comply with the Accounting Standard 29 on Provisions, Contingent Liabilities and Contingent Assets issued by
the Institute of Chartered Accountants of India which became mandatory from April 1, 2004, the Company has recognized
the liability towards VRS on actual basis as compared to the net present value basis followed in earlier years, which
resulted in additional charge to the profit and loss account of the year ended March 31, 2005.

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 The effect of change in method of recognizing VRS liability has been adjusted for the concerned prior years (i.e. year
ended March 31, 2004 and March 31, 2003), so as to recompute the profits and losses of those years had the uniform
accounting policy been followed in each of these years.
(ii) Depreciation
During the year ended March 31, 2002, the Company revised the estimated useful life of the computers from 6 years to 5
years. Further, useful life of the computers was revised from 5 years to 4 years during the year ended March 31, 2004.
The effect of change in estimated useful life of computers has resulted in additional depreciation charge in the respective
years.
The effect of revision in estimated useful life of computers has been adjusted for the concerned prior years (i.e. year
ended March 31, 2004, March 31, 2003, March 31, 2002 and March 31, 2001), so as to recompute the profits and losses
of those years considering the uniform estimated useful life of computers for each of these years. Further, reserves as at
April 1, 2000 have been appropriately adjusted to reflect the impact of changes of prior years.
(iii) Gratuity
Until the year ended March 31, 2002, the Company accounted for gratuity as per the provisions of “Payment of Gratuity
Act, 1972”.
During the year ended March 31, 2003, the gratuity liability was computed in accordance with the gratuity scheme introduced
by the Company as against the provisions of “Payment of Gratuity Act, 1972”, which resulted in an additional charge to
profit and loss account for the year ended on that date.
For the purpose of this statement, the said additional charge has been adjusted in the respective years and reserves as
at April 1, 2000 have also been appropriately adjusted to reflect the impact of changes of prior years. As the actuarial
valuation was not obtained, the adjustment is done on an estimated basis.
(iv) Deferred tax
In order to comply with the Accounting Standard 22 on Accounting for Taxes on Income issued by the Institute of Chartered
Accountants of India which became mandatory from April 1, 2001, the Company for the first time in the year ended March
31, 2002 has accounted for deferred tax in respect of timing differences.
Consequent to the change in accounting policy and to have a uniform accounting policy from the year ended March 31,
2001, deferred tax asset/liability have been computed for the year ended on that date. The deferred tax asset / liability
relating to the period prior to April 1, 2000 have been appropriately adjusted to the balance of general reserve and profit
and loss account as at April 1, 2000. Further, consequent to the adjustments made in respect of items referred to in this
Annexure, the impact on deferred tax has been adjusted in the respective years.
(v) Income tax of earlier years
In the financial statements for six months period ended September 30, 2005 and for the year ended March 31, 2005,
March 31, 2004, March 31, 2003, the Company had recognized income tax charge of earlier years. For the purpose of
this statement, income tax charge has been identified and adjusted in arriving at the profits and losses of the years to
which they relate. Further, reserves as at April 1, 2000 have been appropriately adjusted to reflect the impact of income
tax charges pertaining to prior years.
D. NOTE ON NON-ADJUSTMENT
Financial leases
Until the year ended March 31, 2001, lease rentals pertaining to finance leases were charged to the profit and loss account.
As the Accounting Standard 19 on Leases issued by the Institute of Chartered Accountants of India became mandatory from
accounting period commencing on or after April 1, 2001, the fixed assets acquired through finance lease transactions entered
into on or after that date have been capitalised and no adjustment is made in the “Summary Statement of Profits and Losses
– Restated” for and upto the year ended March 31, 2001 in respect of assets acquired through finance leases prior to April 1,
2001.

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 TITAN INDUSTRIES LIMITED

Annexure - VI
A. Notes to the summary statement of profits and losses – Restated
(Rs. in lakhs)
Six months Year ended March 31,
ended
September 30,
2005 2005 2004 2003 2002 2001
Adjustments - (income)/
expense in statement of
profit and loss on account of:
i) Change in accounting policies/
estimates
-VRS cost - (119.09) 49.34 69.75 - -
-Depreciation - - (88.25) 5.51 (111.08) 63.08
-Gratuity - - - (86.98) 17.39 17.39
Total - (119.09) (38.91) (11.72) (93.69) 80.47
ii) Tax adjustments
-Current tax - 100.93 196.94 (193.97) 186.05 384.38
-Deferred tax 91.76 186.00 (375.66) 371.25 (153.14) (533.07)
-Income tax of earlier years (100.93) (240.51) (33.33) (168.85) - -
Total (9.17) 46.42 (212.05) 8.43 32.91 (148.69)

B. Notes to the summary statement of assets and liabilities - Restated

(Rs. in lakhs)
As at As at March 31,
September 30,
2005 2005 2004 2003 2002 2001
Adjustments - increase/ (decrease)
in statement of assets and liabilities:
i) Reserves and surplus
- General reserve - - - - - (1857.00)
- Profit and loss account - (9.17) (81.84) (332.80) (336.09) (3103.07)
ii) Miscellaneous expenses - - 408.53 528.10 - -
iii) Depreciation - - - 88.25 82.74 193.82
iv) Loans and advances
- Tax payments, net of provision - - - (76.90) - -
v) Deferred tax liability - (91.76) (277.76) 97.90 (273.35) (120.21)
vi) Current liabilities
- Provision for taxation,
net of payments - 100.93 240.51 - 439.72 253.67
- Other current liabilities - - 527.62 597.85 86.98 69.59

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Annexure - VII
STATEMENT OF CASHFLOWS - RESTATED
(Rs. in lakhs)
Six months Year ended March 31,
ended
September 30,
2005 2005 2004 2003 2002 2001
A. Cash flow from
operating activities
Net profit before tax 3231.31 3236.34 1402.83 977.79 1815.82 2556.80
Add/(deduct) impact of change
in accounting policies/estimates - 119.09 38.91 11.72 93.69 (80.47)
As per restated accounts 3231.31 3355.43 1441.74 989.51 1909.51 2476.33
Adjustments for :
-Depreciation 962.35 1961.26 2059.13 2119.29 2216.91 2155.88
-Unrealised Exchange difference 198.24 (270.87) 628.41 (87.23) (505.20) (127.29)
-Financial lease payments - 29.99 57.94 60.88 61.35 28.94
-Interest expense 1177.56 3091.74 3762.18 4134.67 4626.64 4784.02
-Loss/(profit) on sale of fixed
assets sold (net) 64.35 461.40 25.50 52.18 72.47 37.99
-Loss/(profit) on sale of
investments (net) - - - - - (966.04)
-Provision for diminution in
value of investments (net) - 244.00 999.70 1000.00 40.09 -
-Provision for doubtful debts 71.00 9.13 214.00 30.63 40.00 94.57
-Provision for doubtful advances 1773.00 3256.00 1500.00 - - -
-Bad debts written off - 39.62 - - - -
-Interest income (57.95) (150.35) (114.59) (95.96) (121.35) (182.28)
-Dividend income (0.60) (38.51) (29.14) (903.26) (52.59) (10.26)
-Deferred Revenue expenditure
written off 504.93 1298.80 1405.42 1387.75 511.20 106.64
Operating profit before working
capital changes 7924.19 13287.64 11950.29 8688.46 8799.03 8398.50
Adjustments for :
-(Increase)/Decrease in
sundry debtors (1471.03) 7370.12 3535.03 1976.73 (4881.13) (3894.47)
-(Increase)/Decrease
in Inventories (14255.75) (10749.91) (2220.17) (1709.84) 2140.85 3721.51
-(Increase)/Decrease in loans
and advances 839.43 (1190.21) (48.48) (1394.78) (3996.50) (3643.14)
-Increase/(Decrease) in current
liabilities and provisions 8099.17 8836.45 (699.29) (501.35) 3353.75 1271.11
Cash generated from operations 1136.01 17554.09 12517.38 7059.22 5416.00 5853.51
-Direct taxes paid (1395.13) (1091.86) (902.61) (845.27) (621.90) (455.81)
Net cash from/(used in) operating
activities (259.12) 16462.23 11614.77 6213.95 4794.10 5397.70

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 TITAN INDUSTRIES LIMITED

B. Cash flow from investing activities

(Rs. in lakhs)
Six months Year ended March 31,
ended
September 30,
2005 2005 2004 2003 2002 2001
Additions to fixed assets
(including capital work in progress
and advances on capital account) (2070.27) (2445.12) (809.77) (1335.28) (1453.04) (961.83)
Proceeds from sale of fixed assets 139.56 267.55 75.90 84.41 77.74 95.96
Purchase of investments (600.00) (187.70) (48.70) (2246.90) (194.01) -
Sale of investments - - - - - 1170.00
Interest received 96.70 843.15 979.15 820.83 526.78 773.75
Dividend received 0.60 38.51 29.14 903.26 52.59 10.26
Net cash from/(used in)
investing activities (2433.41) (1483.61) 225.72 (1773.68) (989.94) 1088.14
C. Cash flow from
financing activities
Proceeds from issue of preference
share capital - 2000.00 3670.00 1050.00 3730.00 2350.00
Redemption of preference
share capital - (2000.00) (3670.00) (1050.00) (3730.00) (2350.00)
Proceeds from new borrowings 20271.49 36524.84 47187.45 57528.57 53210.71 53458.00
Repayment of borrowings (15577.96) (45250.63) (53192.98) (55032.78) (51083.19) (52212.47)
Financial lease payments - (29.99) (57.94) (60.88) (61.35) (28.94)
Interest paid (1445.49) (3788.76) (4604.93) (5082.18) (5499.50) (5281.36)
Dividend paid (847.89) (714.69) (759.80) (1093.84) (1350.54) (1479.16)
Tax on dividends paid (118.58) (126.30) (62.40) - - -
Net cash from/(used in)
financing activities 2281.57 (13385.53) (11490.60) (3741.11) (4783.87) (5543.93)
Net cash flows during the
financial year (A+B+C) (410.96) 1593.09 349.89 699.16 (979.71) 941.91
Cash and cash equivalents
(opening balance) 4400.91 2714.69 2399.08 1732.98 2751.69 1752.44
Add / (Less): Unrealised
exchange (gain)/loss (46.04) 47.09 12.81 (20.25) (59.25) (1.91)
4354.87 2761.78 2411.89 1712.73 2692.44 1750.53
Cash and cash equivalents
(closing balance) 3928.20 4400.91 2714.69 2399.08 1732.98 2751.69
Add / (Less): Unrealised
exchange (gain)/loss 15.71 (46.04) 47.09 12.81 (20.25) (59.25)
3943.91 4354.87 2761.78 2411.89 1712.73 2692.44
Increase/ (decrease) in Cash and
Cash equivalents (410.96) 1593.09 349.89 699.16 (979.71) 941.91

The above statement should be read with significant accounting policies appearing in Annexure IV, together with notes to the
summary statement of profits and losses and assets and liabilities, as restated, as appearing in Annexure V and VI.

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Annexure VIII
Segmental Reporting - Restated
For the six month period ended 30 September 2005
a) Primary Business Segments
(Rs. in lakhs)
Time Products Jewellery Corporate Total
Division Division (Unallocated)
Revenue
Net sales/income from segments
(There is no inter-segment revenue) 30040 33466 - 63506
Result
Profit from segments before interest, other
income and taxes and before exceptional items 4721 1845 (492) 6074
Add : Other income 38 61 9 108
Profit from segments before interest and taxes
and before exceptional items 4759 1906 (483) 6182
Exceptional items 1773 - - 1773
Profit from segments before interest and taxes 2986 1906 (483) 4409
Less: Interest (net) 1178
Profit before taxes 3231
Taxes 659
Profit after taxes 2572
Other information
Segment Assets 51782 37729 3452 92963
Segment Liabilities 14395 19409 158 33962
Capital expenditure during the period
(including capital work-in-progress) 115 73 - 188
Depreciation / Amortisation 1136 274 57 1467

b) Secondary Geographical Segments

(Rs. in lakhs)
India Others Total
Revenue 59541 3965 63506

Segment Assets 79415 13548 92963

Capital expenditure during the period
(including capital work-in-progress) 188 - 188

Details of secondary geographical segments for individual markets outside India are not disclosed as the same do not account
for more than 10% of the total segment revenues or results or assets.

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 TITAN INDUSTRIES LIMITED

Annexure VIII (Contd.)

Segmental Reporting - Restated
For the year ended 31 March 2005
a) Primary Business Segments
(Rs. in lakhs)
Time Products Jewellery Corporate Total
Division Division (Unallocated)
Revenue
Net sales/income from segments
(There is no inter-segment revenue) 54595 53400 - 107995
Result
Profit from segments before interest, other
income and taxes and before exceptional items 7945 2493 (764) 9674
Add : Other income 110 84 79 273
Profit from segments before interest and taxes
and before exceptional items 8055 2577 (685) 9947
Exceptional items 3500 - - 3500
Profit from segments before interest and taxes 4555 2577 (685) 6447
Less: Interest (net) 3092
Profit before taxes 3355
Taxes 788
Profit after taxes 2567

Other information
Segment Assets 51464 22974 4681 79119
Segment Liabilities 13476 13124 161 26761
Capital expenditure during the year
(including capital work-in-progress) 1061 177 - 1238
Depreciation / Amortisation 2574 641 44 3259
b) Secondary Geographical Segments
(Rs. in lakhs)
India Europe Others Total
Revenue 99058 789 8148 107995
Segment Assets 63339 5747 10033 79119
Capital expenditure during the year
(including capital work-in-progress) 1238 - - 1238

Details of secondary geographical segments for individual markets outside India and Europe are not disclosed as the same do
not account for more than 10% of the total segment revenues or results or assets.

137
Annexure VIII (Contd.)
Segmental Reporting - Restated
For the year ended 31 March 2004
a) Primary Business Segments
(Rs. in lakhs)
Time Products Jewellery Corporate Total
Division Division (Unallocated)
Revenue
Net sales/income from segments
(There is no inter-segment revenue) 46962 42527 - 8948
Result
Profit from segments before interest, other
income and taxes and before exceptional items 5463 2017 15 7495
Add : Other income 125 41 43 209
Profit from segments before interest and
taxes and before exceptional items 5588 2058 58 7704
Exceptional Items 2500 - - 2500
Profit from segments before interest and taxes 3088 2058 58 5204
Less: Interest (net) 3762
Profit before taxes 1442
Taxes 73
Profit after taxes 1369
Other information
Segment Assets 57112 15995 4356 77463
Segment Liabilities 12221 4805 69 17095
Capital expenditure during the year
(including capital work-in-progress) 551 57 - 608
Depreciation / Amortisation 2956 509 - 3465

b) Secondary Geographical Segments

(Rs. in lakhs)
India Europe Others Total

Revenue 81390 1018 7081 89489

Segment Assets 57014 7802 12647 77463

Capital expenditure during the year
(including capital work-in-progress) 608 - - 608

Details of secondary geographical segments for individual markets outside India and Europe are not disclosed as the same
do not account for more than 10% of the total segment revenues or results or assets.

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 TITAN INDUSTRIES LIMITED

Annexure VIII (Contd.)

Segmental Reporting - Restated
For the year ended 31 March 2003
a) Primary Business Segments
(Rs. in lakhs)
Time Products Jewellery Corporate Total
Division Division (Unallocated)
Revenue
Net sales/income from segments
(There is no inter-segment revenue) 39091 34503 - 73594
Result
Profit from segments before interest, other
income and taxes and before exceptional items 3694 1365 26 5085
Add : Other income 102 10 927 1039
Profit from segments before interest and taxes
and before exceptional items 3796 1375 953 6124
Exceptional Items 1000 - - 1000
Profit from segments before interest and taxes 2796 1375 953 5124
Less: Interest (net) 4135
Profit before taxes 989
Taxes 365
Profit after taxes 624
Other information
Segment Assets 60400 19032 5423 84855
Segment Liabilities 11362 6617 - 17979
Capital expenditure during the year
(including capital work-in-progress) 980 20 - 1000
Depreciation / Amortisation 3111 398 - 3509

b) Secondary Geographical Segments

(Rs. in lakhs)
India Europe Others Total
Revenue 68429 572 4593 73594
Segment Assets 64729 11358 8768 84855
Capital expenditure during the year
(including capital work-in-progress) 1000 - - 1000

Details of secondary geographical segments for individual markets outside India and Europe are not disclosed as the same
do not account for more than 10% of the total segment revenues or results or assets.

139
Annexure VIII (Contd.)
Segmental Reporting - Restated
For the year ended 31 March 2002
a) Primary Business Segments
(Rs. in lakhs)
Time Products Jewellery Corporate Total
Division Division (Unallocated)
Revenue
Net sales/income from segments
(There is no inter-segment revenue) 39685 26766 - 66451
Result
Profit from segments before interest,
other income and taxes 5076 1282 (45) 6313
Add : Other income 162 6 56 224
Profit from segments before interest and taxes 5238 1288 11 6537
Less: Interest (net) 4627
Profit before taxes 1910
Taxes 540
Profit after taxes 1370
Other information
Segment Assets 55709 17522 4579 77810
Segment Liabilities 8778 3954 431 13163
Capital expenditure during the year
(including capital work-in-progress) 1128 28 - 1156
Depreciation / Amortisation 2524 204 - 2728

b) Secondary Geographical Segments

(Rs. in lakhs)
India Others Total
Revenue 60848 5603 66451
Segment Assets 59485 18325 77810
Capital expenditure during the year
(including capital work-in-progress) 1156 - 1156

Details of secondary geographical segments for individual markets outside India are not disclosed as the same do not account
for more than 10% of the total segment revenues or results or assets.

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 TITAN INDUSTRIES LIMITED

Annexure - IX
Related Party Transactions
Related Party disclosures have been set out below.
Names of the related parties and description of relationship :
a) Promoters : Tamil Nadu Industrial Development Corporation Limited
Tata Sons Limited
b) Subsidiaries : Titan International Holdings B.V.
Titan Brand Holdings N.V.
Titan Watch Company Limited, Hong Kong (from 31.03.2004)
Titan Watches & Jewellery International (Asia Pacific) Pte Limited (upto 29.03.2004)
Titan Time Products Limited (from 16.11.2004)
c) Associates : Questar Investments Limited
Tanishq (India) Limited
Titan Holdings Limited
Titan Properties Limited
Titan Mechatronics Limited
Titan International Marketing Limited
Titan International (Middle East) FZE
Titan International Investments B.V.
Rockbourne Holding B.V.(from 31.03.2004)
Reader’s Digest Association Limited (upto 30.03.2004)
Samrat Holdings Limited (formerly RDI Print & Publishing Limited)
Titan Watch Company Limited, Hong Kong (upto 30.03.2004)
Titan Time Products Limited (from 31.05.2003 to 15.11.2004)
Titan Watches & Jewellery International (Asia Pacific) Pte Limited (from 30.03.2004)
d) Joint Venture Company : Titan Time Products Limited (upto 30.05.2003)
e) Key Management Personnel : Mr. Bhaskar Bhat, Managing Director (Deputy Managing Director upto 31.03.2002)
Mr. Xerxes Desai
Vice Chairman & Managing Director (upto 31.03.2002)

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Annexure - IX (Contd.)
Related Party Transactions
(Rs. in lakhs)
Sl. Nature of Transaction Six months ended Year ended March 31,
No. September
30, 2005 2005 2004 2003 2002
1 Purchase of Components
and raw materials
a) Subsidiaries 1086.19 761.64 - - -
b) Associates - 3098.39 4170.36 3696.73 1241.12
c) Joint Venture Company - - 144.36 1198.06 1225.12
2 Sale of components and finished goods
a) Subsidiaries 20.24 65.57 1334.22 1781.53 1914.37
b) Associates 3115.27 11186.91 14364.80 23524.77 20576.36
c) Promoters 0.08 39.42 97.36 - -
d) Joint Venture Company - - 4.31 18.48 19.26
3 Sale of Assets
a) Subsidiaries - 0.26 - - -
b) Associates - 0.16 2.09 - -
c) Joint Venture Company - - - 0.44 -
4 Reimbursement of expenses
a) Subsidiaries 50.84 395.18 283.73 98.93 -
b) Associates - 91.33 381.14 1281.97 743.94
c) Promoters 25.15 21.80 27.49 9.82 18.98
5 Interest income
a) Subsidiaries 308.93 640.81 632.63 691.22 358.12
b) Associates - - 112.31 245.28 242.66
6 Interest Expense
a) Associates 15.39 46.14 19.19 5.51 28.96
b) Promoters - - - 91.85 60.17
7 Rent paid
a) Promoters 15.36 30.72 33.28 31.74 37.60
8 Dividend received
a) Subsidiaries - 8.82 - - -
b) Associates 0.60 29.69 29.14 898.76 40.63
c) Joint Venture Company - - - 4.50 4.50
9 Dividend paid
a) Associates 2.24 149.51 180.64 293.66 38.64
b) Promoters 302.62 151.31 149.23 223.85 388.01

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 TITAN INDUSTRIES LIMITED

(Rs. in lakhs)
Sl. Nature of Transaction Six months ended Year ended March 31,
No. September
30, 2005 2005 2004 2003 2002
10 Sitting fees paid
a) Promoters 0.60 1.60 1.15 0.85 0.62
11 Investments made
a) Subsidiaries - 187.70 48.70 - 194.01
b) Associates 600.00 - - 2246.90 -
12 Guarantees and letter of comfort
given to banks
a) Subsidiaries - - - - 813.00
b) Associates - - 1500.00 3200.00 3739.00
13 Intercorporate deposits taken
a) Associates 1835.00 2090.00 1590.00 300.00 1545.00
b) Promoters - - - 3060.00 4280.00
14 Intercorporate deposits repaid
a) Associates 1230.00 880.00 1590.00 300.00 1545.00
b) Promoters - - - 5640.00 1700.00
15 Preference shares allotted
a) Associates - 200.00 3670.00 850.00 3110.00
16 Preference shares redeemed
a) Associates - 1150.00 2750.00 1000.00 2230.00
17 Brand Equity Subscription
a) Promoters 117.66 160.00 70.15 5.00 100.31
18 Recovery of expenses
a) Subsidiaries 7.32 5.16 - - -
b) Associates - 22.80 529.34 697.21 483.37
c) Joint Venture Company - - - 6.08 3.65
19 Rendering of services
a) Subsidiaries 10.89 8.30 - - -
b) Associates - 9.48 64.67 85.46 70.49
c) Joint Venture Company - - 0.75 19.49 10.63
20 Loans (net) (-) repaid / disbursed
a) Subsidiaries - (-) 80.18 (-) 562.76 (-) 203.10 4649.21
b) Associates - - (-) 967.04 (-) 2063.90 2053.82
21 Managerial Remuneration
a) Key Management Personnel 43.62 70.89 53.05 39.66 147.77

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 (Rs. in lakhs)
Sl. Nature of Transaction Six months ended Year ended March 31,
No. September
30, 2005 2005 2004 2003 2002
22 Advertising / Trademark advances
(net) (-) repaid / (reimbursed)
a) Subsidiaries 613.75 (-) 171.95 1861.26 863.60 -
b) Associates (-)436.36 818.61 (-) 687.31 3054.53 1414.24
23 Construction of Infrastructure
a) Associates - - - 499.84 -
24 Income from services
a) Associates - - - 27.52 143.02
25 Consultancy services
a) Promoters - - - 17.15 -
26 Purchase of assets
a) Associates - - - 13.83 -
27 Construction of Buildings
a) Associates - - - - 695.22
28 Bill discounting
a) Associates - - - - 1999.37
Balance as on balance sheet date
(Rs. in lakhs)
Sl. As at As at March 31,
No. September 30, 2005 2005 2004 2003 2002
1 Debit balance
a) Promoters - 1.52 1.42 - -
b) Subsidiaries 13391.09 12531.35 13091.81 13068.14 11769.01
c) Associates 6187.60 9393.46 11799.48 15631.37 17284.01
d) Joint Venture Company - - - 21.96 86.32
e) Key Management Personnel - - - - -
Total 19578.69 21926.33 24892.71 28721.47 29139.34
2 Guarantees and letter of com
fort given to banks
a) Promoters - - - - -
b) Subsidiaries - - - - 813.00
c) Associates 375.00 750.00 2680.00 3787.83 5738.37
d) Joint Venture Company - - - - -
e) Key Management Personnel - - - - -
Total 375.00 750.00 2680.00 3787.83 6551.37

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 TITAN INDUSTRIES LIMITED

(Rs. in lakhs)
Sl. As at As at March 31,
No. September 30, 2005 2005 2004 2003 2002
3 Credit balance
a) Promoters 104.59 160.03 75.86 9.21 2781.25
b) Subsidiaries - - 0.13 38.91 -
c) Associates 2581.07 2442.86 25.58 2.51 -
d) Joint Venture Company - - - 1.76 -
e) Key Management Personnel 19.20 30.00 19.80 12.00 89.33
Total 2704.86 2632.89 121.37 64.39 2870.58
The above includes the following material related party transactions :
(Rs. in lakhs)
Sl. Nature of Transaction Six months ended Year ended March 31,
No. September
30, 2005 2005 2004
1 Purchase of Components and raw materials
a) Subsidiary {Titan Time Products Limited} 1086.19 761.64 -
b) Associate {Tanishq (India) Limited} - 1818.15 2634.97
c) Associate {Titan Time Products Limited} - 1280.24 1535.39
2 Sale of components and finished goods
a) Associate {Titan International (Middle East) FZE} 1958.18 5931.90 5634.97
b) Associate {Tanishq (India) Limited } - 3431.06 8525.02
c) Associate {Titan Watches & Jewellery
International (Asia Pacific) Pte. Limited} 1152.22 1731.95 1334.22
3 Interest income
a) Subsidiary {Titan International Holdings B.V.} 195.18 525.10 403.46
b) Subsidiary {Titan Brand Holdings N.V.} 113.75 115.71 227.91
4 Dividend paid
a) Promoters {Tamil Nadu Industrial
Development Corporation Limited} 235.69 117.85 117.85
b) Associate {Samrat Holdings Limited} 1.50 148.27 119.06
5 Investments made
a) Subsidiary {Titan Timeproducts Limited} - 187.70 -
b) Associate {Titan Holdings Limited} 600.00 - -
6 Intercorporate deposits taken
a) Associate {Samrat Holdings Limited} 1835.00 2060.00 1590.00
7 Intercorporate deposits repaid
a) Associate {Samrat Holdings Limited} 1230.00 850.00 1590.00

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 (Rs. in lakhs)
Sl. Nature of Transaction Six months ended Year ended March 31,
No. September
30, 2005 2005 2004
8 Preference shares allotted
a) Associate {Samrat Holdings Limited} - 200.00 2900.00
b) Associate {Titan Holdings Limited} - - 600.00
9 Preference shares redeemed
a) Associate {Samrat Holdings Limited} - 1100.00 945.00
b) Associate {Titan Holdings Limited} - - 1440.00
10 Brand Equity Subscription
a) Promoters {Tata Sons Limited} 117.66 160.00 70.15
11 Advertising / Trademark advances
(net) (-) repaid / reimbursed
a) Subsidiary {Titan Brand Holdings N.V.} (-)459.85 (-)1155.69 1861.26
b) Subsidiary {Titan International Holdings B.V.} 1073.60 983.74 -
c) Associate {Titan International Investments B.V.} (-)637.39 649.63 (-)1003.15
d) Associate {Titan International Marketing Limited} 201.03 168.98 315.84
12 Advertising / Trademark advances
(net) (-) repaid / reimbursed
a) Associate {Titan Holdings Limited} - - (-)738.00
The above material transactions disclosure are required to be made as per the Accounting Standard Interpretation – 13
(ASI -13) issued by the Institute of Chartered Accountants of India. Since ASI-13 was not effective prior to April 1, 2003
the disclosures as prescribed under the said ASI-13 have been made prospectively from year ended March 31, 2004.

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 TITAN INDUSTRIES LIMITED

Annexure - X
SUMMARY OF ACCOUNTING RATIOS
Six months
ended Year ended March 31,
September
30, 2005 2005 2004 2003 2002 2001
Basic and diluted earnings per share (Rs) 5.71 5.32 2.35 0.61 2.34 4.57
Net Asset Value per share (Rs) 43.04 36.13 30.02 25.47 36.70 36.56
Return on Networth (%) 14.14% 16.81% 10.79% 5.80% 8.83% 15.63%
Weighted average number of equity
shares outstanding during
the period/ year (Nos. in lakhs) 422.76 422.76 422.76 422.76 422.76 422.76
Number of Equity shares outstanding
at the end of the period / year
(Nos. in lakhs) 422.76 422.76 422.76 422.76 422.76 422.76
Notes to Accounting Ratios
1. The ratios have been computed as per the following formulae:
Basic and diluted earnings per share (Rs) = Net profit after tax - restated, attributable to equity shareholders
Weighted average number of equity shares outstanding during the
period/year
Net asset value per share (Rs) = Net worth - restated, at the end of the period/year
Total number of equity shares outstanding at the
end of the period/year
Return on Net Worth ( %) = Net profit after tax - restated
Net worth-restated, at the end of the period/year
2. Net profit - restated as appearing in the “Summary Statement of Profits and Losses-Restated” of the Company has been
considered for the purpose of computing the above ratios.
3. Earnings per share calculations are done in accordance with Accounting Standard 20 on Earnings Per Share issued by
the Institute of Chartered Accountants of India.
4. Earning per share and return on net worth, for the six months - period ended September 30, 2005 are not comparable with
that of other financial years presented above as they are not annualised.
5. Net worth means Equity Share Capital + Preference Share Capital + Reserves and Surplus- Miscellaneous expenditure
(to the extent not written off or adjusted) as appearing in “Summary Statement of Assets and Liabilities - Restated”.

147
 Annexure - XI
Dividend Paid

2005 2004 2003 2002 2001

Classes of shares No. of Dividend Tax on No. of Dividend Tax on No. of Dividend Tax on No. of Dividend Tax on No. of Dividend Tax on
shares dividend shares dividend shares dividend shares dividend shares dividend
Redeemable cumulative
preference shares of
Rs. 100 each fully paid up
11.00% - - - - 500000
-interim & final - - - - - - - - 50.33 11.37
10.50% - 500000 500000 1000000 2300000
-interim & final - - 51.92 6.65 52.50 - 70.77 7.22 205.83 45.66
10.25% - - - - 200000
-interim & final - - - - - - - - 1.52 0.17
10.00% - - - 1000000 750000
-interim & final - - - - - - 42.68 4.35 69.79 15.69
9.50% 250000 650000 1250000 950000 1300000
-interim & final 5.92 0.76 32.55 4.24 92.48 - 57.37 5.18 53.63 12.12
9.25% 200000 200000 200000 200000 200000
-interim & final 13.94 1.82 18.5 2.37 18.50 - 18.50 1.89 13.89 3.14
9.00% 400000 800000 1460000 3090000 1100000
-interim & final 18.62 2.43 54.16 6.94 72.00 - 82.32 7.75 0.84 -
8.75% - 950000 1600000 1500 -
-interim & final - - 81.73 10.47 131.45 - 81.32 - - -
8.00% 200000 420000 200000 - -
-interim & final 16.00 2.09 19.03 2.44 0.04 - - - - -
7.95% - 450000 - - -

148
-interim & final - - 12.32 1.58 - - - - - -
7.25% 1000000 - - - -
-interim & final 53.43 6.98 - - - - - - - -
7.00% 450000 1300000 700000 - -
-interim & final 12.56 1.63 51.18 6.49 0.13 - - - - -
6.75% 2900000 2400000 - - - |
-interim & final 152.76 19.94 10.76 1.38 - - - - - -
6.50% 200000 - - - -
-interim & final 5.20 0.68 - - - - - - - -
6.00% 200000 - - - -
-interim & final 2.96 0.39 - - - - - - - -
5800000 7670000 5910000 6241500 6350000
Total Dividend
-interim & final 281.39 36.72 332.15 42.56 367.10 - 352.96 26.39 395.83 88.15
281.39 36.72 332.15 42.56 367.10 - 352.96 26.39 395.83 88.15
Equity Shares
Equity shares of
Rs. 10 each,
fully paid up 42276270 42276270 42276270 42276270 42276270
Dividend 845.53 119.66 422.76 54.17 422.76 54.17 634.14 - 1,099.18 112.12
Rate of dividend 20% 10% 10% 15% 26%
Note : Disclosed in the year to which the dividend relates.
 TITAN INDUSTRIES LIMITED

Annexure - XII
Tax Shelter Statement
(Rs. in lakhs)
Six month As at Year ended March 31,
September
30, 2005 2005 2004 2003 2002 2001
A. Tax at National rates
1 Profit before tax – restated
- Chargeable at normal rate 3231.31 3326.32 1414.55 984.72 1889.38 1568.53
- Chargeable at special rate
Long Term Capital gain 0.00 29.11 27.19 4.79 20.13 907.80
Total Profit before Tax – Restated 3231.31 3355.43 1441.74 989.51 1909.51 2476.33
2 Tax rate (including surcharge
& education cess)
- Normal rate 33.66% 36.59% 35.88% 36.75% 35.70% 39.55%
- Special rate
– on Long Term Capital Gain 22.44% 20.91% 20.50% 21.00% 20.40% 22.60%
3 Tax at Notional rates
- Chargeable at normal rate 1087.66 1217.18 507.47 361.88 674.50 620.35
- Chargeable at special rate 0.00 6.09 5.57 1.01 4.11 205.16
Total Tax at Notional Rates 1087.66 1223.27 513.04 362.89 678.61 825.52
B Adjustments
1 Permanent Differences
a) Dividend exempt from tax (3.12) (43.57) (31.67) 0.00 (52.59) (10.26)
b) Capital gains – difference
in books & tax 0.00 80.85 27.19 4.79 20.49 (58.09)
c) Differential treatment for rent receipts (0.69) (3.53) (3.83) (3.77) (1.91) 0.00
d) Provision for diminution in
value of Investments 0.00 3256.00 1000.00 1000.00 0.00 0.00
e) Provision for doubtful advances 1773.00 244.00 1500.00 0.00 0.00 0.00
f) Deduction u/s 80HHC/80IA/80IB/
80IC/80G/115JA (3391.00) (4995.14) (3408.70) (1359.62) (335.85) (653.10)
g) Others 541.12 181.10 12.49 34.79 3.67 19.56
Total Permanent differences (1080.69) (1280.29) (904.52) (323.81) (366.19) (701.89)
2 Timing Differences
a) Difference in books and
tax depreciation 511.38 924.28 653.41 683.23 539.35 95.72
b) Expenses under section
43B allowed / disallowed 84.00 (310.72) 856.78 (634.07) 419.29 (181.57)
c) Provision for doubtful debts 71.00 9.13 214.00 30.63 40.00 94.57
d) VRS payment – Difference in
books and section 35DDA 61.79 261.13 401.17 120.63 0.00 0.00
e) Deferred Revenue Expenditure 0.00 288.96 395.60 (66.72) (297.91) 106.64
Total Timing Differences 728.17 1172.78 2520.96 133.70 700.73 115.36
Net Adjustments (352.52) (107.51) 1616.44 (190.11) 334.54 (586.53)
C Tax savings on net adjustments (118.66) (39.34) 579.90 (69.87) 119.43 (231.97)
D Total Income Tax Provided (A + C) 969.00 1183.93 1092.94 293.03 798.04 593.54
E Deferred Income Tax (441.24) (396.06) (1020.21) 72.18 (258.67) (533.07)
F Fringe Benefit Tax 131.00 0.00 0.00 0.00 0.00 0.00
G Total Tax (D + E + F) 658.76 787.87 72.73 365.21 539.37 60.47

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Annexure - XIII
CAPITALISATION STATEMENT
(Rs. in lakhs)
Pre-issue Adjusted for
as at 30.9.2005 Rights issue
Borrowing
Short -Term Debt 28833.67 28833.67
Long -Term Debt 7638.64 12923.17
Total Debts 36472.31 41756.84
Shareholders’ funds
Equity Share Capital 8227.63 8439.01
Reserves and Surplus 11902.11 19089.08
Less: Miscellaneous Expenditure (1935.45) (1935.45)
(to the extent not written off or adjusted)

Total Shareholders’ funds 18194.29 25592.64

Long Term Debt / Equity Ratio 0.42 0.50
Note: The above capitalisation statement is prepared on the assumption that proposed rights issue of Partly Convertible
Debentures consisting of Part A 21,13,813 shares at the rate of Rs. 350 per share to be allotted on conversion and Part B Non
Convertible Debentures at the rate of Rs. 250 per debenture will be subscribed fully.
TITAN INTERNATIONAL HOLDINGS B. V. (Subsidiary Company)
Annexure – XIV
A. Summary Statement of Profits and Losses
(‘000 Euro)
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002 2001
INCOME
Royalty Income 308 587 600 734 816 553
Profit on Sale of Investments - 510 1671 - - -
Total Income 308 1097 2271 734 816 553
EXPENDITURE
General and administration expenses 72 79 81 34 27 82
Interest 268 310 225 568 395 69
Amortization 298 597 598 599 607 308
Exchange fluctuation (312) 64 (86) 58 (209) 50
Total Expenditure 326 1050 818 1259 820 509
Profit / (Loss) before Tax (18) 47 1453 (525) (4) 44
Provision for income taxes (5) (57) 171 66 40 39
Net Profit/(Loss) after Tax (13) 104 1282 (591) (44) 5
Balance brought forward 803 699 (583) 8 52 47
Balance carried forward 790 803 699 (583) 8 52
The above statement should be read with significant accounting policies as appearing in Annexure XIV C together with notes
to summary statement of profits and losses and assets and liabilities as appearing in Annexure XIV D.

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 TITAN INDUSTRIES LIMITED

B. Summary Statement of Assets and Liabilities

(‘000 Euros)
As at As at March 31,
September
30, 2005 2005 2004 2003 2002 2001
A Fixed Assets
Intangible Assets 2163 2462 3059 3656 4256 4851
B Investments 6793 5793 5793 4960 5560 5114
C Current Assets,
Loans and Advances
Receivables from subsidiaries
and affiliated companies 18365 16575 11826 12072 12899 11704
Cash at banks 16 29 45 36 41 106
Other receivables and prepaid expenses 11 24 15 25 15 15
Total Current Assets,
Loans and Advances 18392 16628 11886 12133 12955 11825
D Total Assets (A+B+C) 27348 24883 20738 20749 22771 21790
E Liabilities and Provisions
Long term liabilities 20393 18260 13249 13357 13985 8446
Short term bank loans - - - - 1667 7099
Due to group and affiliated companies 11 52 1002 1965 1365 707
Interest payable 1103 724 754 923 656 718
Other current liabilities 51 44 34 87 90 230
Total Liabilities and Provisions 21558 19080 15039 16332 17763 17200
F Net Worth (D-E) 5790 5803 5699 4417 5008 4590
Represented by
1) Share Capital :
Equity Share Capital 5000 5000 5000 5000 5000 4538
2) Reserves and Surplus :
Profit and Loss Account 790 803 699 (583) 8 52
Net Worth 5790 5803 5699 4417 5008 4590
The above statement should be read with significant accounting policies as appearing in Annexure XIV C together with
notes to summary statement of profits and losses and assets and liabilities as appearing in Annexure XIV D.
TITAN INTERNATIONAL HOLDINGS B. V. (Subsidiary Company)
Annexure XIV
C. Significant Accounting Policies
1. Basis of presentation
The accompanying accounts have been prepared in accordance with principles of accounting generally accepted in
The Netherlands. The significant accounting policies are as stated below:
a) General:
Assets and liabilities are stated at face value unless indicated otherwise.
b) Intangible Assets:
The initial expenses incurred in connection with the incorporation of the Company are capitalized and amortised on
a straight line basis over a period of five years.
Design and development costs are amortised on a straight line basis over a period of ten years.

151
 c) Investments:
Since no significant influence can be exercised, the investments in subsidiaries are stated at historical cost price or,
in case of a permanent impairment of the value of the investment, at market value.
d) Foreign Currencies:
Assets and liabilities denominated in foreign currencies are translated into Euro at rates of exchange applicable at
the balance sheet date, unless stated differently.
Transactions in foreign currencies are translated at the rates in effect at the dates of the transactions.
Exchange gains or losses are reflected in the profit and loss account.
e) Recognition of Income and Expense:
Income and expenses, including taxation, are recognized and reported on an accrual basis. Dividend income is
recognized upon receipt.
TITAN INTERNATIONAL HOLDINGS B. V. (Subsidiary Company)
D. Other major notes to the Summary Statement of Profits and Losses and Assets and Liabilities for six months
period ended September 30, 2005 and for each of the years ended March 31, 2005, 2004, 2003, 2002 and 2001 are
as follows:
1. Intangible Assets
Intangible Assets include the following:
(‘000 Euros)
Particulars As at As at March 31,
September
30, 2005 2005 2004 2003 2002 2001
(a) Incorporation expenses 24 24 24 24 24 24
Accumulated depreciation (24) (24) (24) (23) (20) (19)
Book value of incorporation expenses - - - 1 4 5
(b) Legal expenses 3 3 3 3 3 -
Accumulated depreciation (2) (2) (1) (1) - -
Book value of legal expenses 1 1 2 2 3 -
(c) Design and Development expenses
Total cost at the beginning
of the period/year 5963 5963 5963 5963 5963 2977
Additions during the period/year - - - - - 2,986
Total cost before accumulated
amortization 5963 5963 5963 5963 5963 5963
Accumulated amortization (3801) (3502) (2906) (2310) (1714) (1117)
Book value at the end of the period/year 2162 2461 3057 3653 4249 4846
Total intangible assets 2163 2462 3059 3656 4256 4851

Capitalized expenses associated with design and development expenses are expected to be recovered through royalty income
from affiliates. The management is confident that sufficient royalties will be earned to cover the costs incurred.

152
 TITAN INDUSTRIES LIMITED

TITAN INTERNATIONAL HOLDINGS B. V. (Subsidiary Company)

2. Investments
(‘000 Euros)
Particulars As at As at March 31,
September
30, 2005 2005 2004 2003 2002 2001
Titan International Marketing Limited
Representing 5.75% redeemable
non-cumulative preference shares 4842 4842 4842 4842 4842 4842
Titan International Investments
B.V., the Netherlands
(i) Representing 5% preference shares 1900 900 900 - 600 -
(ii) Representing ordinary shares of EURO 50 50 50 50 50 206
1 each
Titan Watches & Jewellery International
(Asia Pacific) Pte Limited, Singapore,
Representing ordinary shares of S $ 1 each - - - 55 55 55
Titan Watch Company Limited
Representing ordinary shares of HK$ 1 each 1 1 1 - - -
Titan Brand Holdings N.V.,
Netherlands Antilles
Representing ordinary shares of EURO 5 each - - - 13 13 11
Total investments stated at cost 6793 5793 5793 4960 5560 5114

TITAN INTERNATIONAL HOLDINGS B. V. (Subsidiary Company)

Titan International Marketing Limited, U.K (“TIML”) :
The shareholders’ equity as of September 30, 2005 consisted of 4,000,000 (2,500,000 upto March 31, 2003), 6% redeemable
non-convertible non-cumulative preferred shares, 2,000,000 4% redeemable, non-convertible cumulative preferred shares,
3,000,000 5.75% redeemable, non-convertible cumulative preferred shares and 480,000 ordinary shares with a par value of
GBP 1 each.
Additional information of Titan International Marketing Limited, is based on unaudited financial statements as below:
(‘000 Euros)
Particulars As of December 31,
2004 2003 2002 2001 2000
Shareholders’ equity 304 (1496) 143 (1343) (719)
Net Profit/(loss) for the period) (408) (68) (1792) (1758) (1582)
A significant gap exists between the amounts invested by the Company in this entity and its share in that entity’s shareholders’
equity, primarily caused by losses incurred over the past few years. In addition, the Company has a significant receivable from
this subsidiary as indicated below:
(‘000 Euros)
Particulars As at As at March 31,
September
30, 2005 2004 2003 2002 2001 2000
TIML, U.K. 257 752 3155 5392 2967 4786
A reasonable level of success has resulted from measures taken to initiate a turnaround in the entity’s results
(including, for example, changes in personnel, product offering, distributors, and advertising campaigns).

153
Although there is uncertainty with respect to the recovery of funds invested, management believes that the value of the
Company’s investment in that entity is not permanently impaired. The Company’s parent company has expressed its intention
to continue to support that entity to enable it to operate as a going concern, until at least March 31, 2006.
Titan International Investments B.V., the Netherlands (“TIIBV”):
The shareholders’ equity of Titan International Investments B.V. as of the years ended December 31, and the net profit for the
period then ended based on the unaudited financial statements are as below:
(‘000 Euros)
Particulars As of December 31,
2004 2003 2002 2001 2000
Shareholders’ equity 1814 96 628 807 408
Net profit/(loss) for the period 119 (533) (179) (97) 160
Titan Watches & Jewellery International (Asia Pacific) Pte Limited, Singapore (“TAPL”) :
Additional information of Titan Watches & Jewellery International based on audited financial statements (except for the period
ended June 30, 2001, which is unaudited) are as below:
(‘000 Euros)
Particulars As of March 31, As of June 30,
2003 2002 2001
Shareholders’ equity 57 (84) (151)
Net profit/(loss) for the period ( 9 months) 127 65 (186)
Titan Brand Holdings N.V., Netherlands Antilles
The shareholders’ equity of this entity as of years ended March 31, and loss for the period then ended based on the unaudited
financial statement are as below:
(‘000 Euros)
Particulars As of March 31,
2003 2002 2001
Shareholders’ equity (6) (93) 2
Net loss for the period ( 9 months) 99 96 1

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 TITAN INDUSTRIES LIMITED

Annexure - XV
A. Summary Statement of Profits and Losses
(Rs. in lakhs)
Six months Year ended March 31,
ended
September 30,
2005 2005 2004 2003 2002 2001
INCOME
Gross Sales 1135.60 2078.90 1658.97 1214.86 1226.78 1150.06
Less: Excise duty 171.42 307.40 240.78 169.89 181.73 172.58
Net sales 964.18 1771.50 1418.19 1044.97 1045.05 977.48
Other Income 0.87 3.02 9.29 13.53 15.59 0.78
Increase / (Decrease) in Inventory 3.59 (0.78) (32.25) 18.19 (14.77) 26.08
Total Income 968.64 1773.74 1395.23 1076.69 1045.87 1004.34
EXPENDITURE
Raw Materials Consumed 651.86 1221.34 939.75 649.15 643.11 584.22
Staff Cost 121.27 233.55 220.41 188.02 183.82 173.82
Other Expenses 91.99 212.75 133.03 155.58 142.34 155.57
Interest 5.12 10.00 16.63 20.12 19.77 23.58
Depreciation 22.24 51.41 54.59 50.21 45.47 44.53
Total Expenditure 892.48 1729.05 1364.41 1063.08 1034.51 981.72
Profit before Tax 76.16 44.69 30.82 13.61 11.36 22.62
Provision for tax
- Current Tax 26.40 15.21 15.15 9.33 4.88 1.92
- Deferred tax asset / (liability) (5.15) 2.86 (5.09) (2.25) (0.71) -
- Fringe Benefit Tax 1.00 - - - - -
- Short/(Excess) Provision of
tax for prior years - 0.12 - - - -
Profit after Tax 53.91 26.50 20.76 6.53 7.19 20.70
Balance brought forward 43.15 48.48 27.72 21.19 95.35 95.01
Deferred tax asset / (liability)
of earlier years - - - - (63.35) -
Profit available for Appropriation 97.06 74.98 48.48 27.72 39.19 115.71
APPROPRIATION
General Reserve - - - - - 0.52
Dividend - 17.10 - - 18.00 18.00
Tax on dividend - 2.23 - - - 1.84
Transfer to Capital
Redemption Reserve - 10.00 - - - -
Premium on buyback of shares - 2.50 - - - -
Balance carried forward 97.06 43.15 48.48 27.72 21.19 95.35
Total 97.06 74.98 48.48 27.72 39.19 115.71

The above statement should be read with significant accounting policies as appearing in Annexure XV C.

155
TITAN TIMEPRODUCTS LIMITED (a joint venture company upto May 30, 2003, an associate from May 31, 2003 to November
15, 2004 and a subsidiary thereafter)
Annexure - XV
B. Summary Statement of Assets and Liabilities
(Rs. in lakhs)
As at Year ended March 31,
September 30,
2005 2005 2004 2003 2002 2001
A Fixed Assets
Gross Block at cost 979.75 955.36 836.72 793.53 712.87 701.76
Less : Depreciation 558.02 535.89 484.61 430.72 381.41 343.38
Net block 421.73 419.47 352.11 362.81 331.46 358.38
Advance on capital account and
capital work in progress, at cost 0.48 1.12 25.06 - 0.84 1.02
Total Fixed Assets 422.21 420.59 377.17 362.81 332.30 359.40
B Current Assets,
Loans and Advances
Inventories 115.55 82.99 115.51 129.70 103.31 134.12
Sundry Debtors 1.63 55.79 57.17 53.19 44.44 121.11
Cash and bank balances 6.81 0.67 14.10 0.64 0.53 1.86
Loans and Advances 35.69 33.06 21.41 40.69 188.28 23.36
Total Current Assets 159.68 172.51 208.19 224.22 336.56 280.45
C Total Assets (A+B) 581.89 593.10 585.36 587.03 668.86 639.85
Secured Loans - 146.75 - 149.04 154.21 165.10
Deferred Tax Liabilities – net 53.01 58.16 55.30 60.39 62.64 -
Current Liabilities and Provisions 202.55 115.77 252.31 120.61 201.55 150.13
Total Liabilities and Provisions 255.56 320.68 307.61 330.04 418.40 315.23
E Net Worth (C-D) 326.33 272.42 277.75 256.99 250.46 324.62
Represented by
1) Share Capital :
Equity Share Capital 190.00 190.00 200.00 200.00 200.00 200.00
2) Reserves and Surplus :
General Reserve 4.27 4.27 4.27 4.27 4.27 4.27
Capital Reserve 25.00 25.00 25.00 25.00 25.00 25.00
Capital Redemption Reserve 10.00 10.00 - - - -
Profit and Loss Account 97.06 43.15 48.48 27.72 21.19 95.35
Net Worth 326.33 272.42 277.75 256.99 250.46 324.62
The above statement should be read with significant accounting policies as appearing in Annexure XV C.

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 TITAN INDUSTRIES LIMITED

TITAN TIMEPRODUCTS LIMITED (a joint venture company upto May 30, 2003, an associate from May 31, 2003 to
November 15, 2004 and a subsidiary thereafter)
Annexure XV
C. Significant Accounting Policies
1. Basis and preparation of accounts:
The accounts are prepared under the historical cost convention and materially comply with the applicable accounting
standards. The significant accounting policies followed by the Company are as stated below:
i) Fixed assets: Fixed assets are capitalised at acquisition cost including directly attributable cost of bringing the
assets to their working condition for intended use.
ii) Depreciation: Depreciation has been provided on the straight-line method in accordance with the rates prescribed
by the Schedule XIV to the Companies Act, 1956.
Amortisation: Lease premium is amortized on a pro-rata basis over the period of lease.
iii) Foreign currency transactions: Foreign exchange transactions are recorded at the exchange rates prevailing on
the date of the transaction.
Foreign currency liabilities incurred for the acquisition of imported fixed assets are translated at exchange rates
prevailing on the last working day of the accounting year or forward cover rates, as applicable. The net variation
arising out of the said translation is adjusted to the cost of fixed assets.
Other outstanding foreign currency monetary items are restated at period end rates or forward cover rates, as applicable.
The net loss or gain arising on restatement / settlement is adjusted to the profit and loss account.
In respect of forward exchange contracts, the premium or discount arising at the inception of such a forward exchange
contract is amortized as expense or income over the life of the contract. Exchange differences on such contracts are
recognized in the statement of Profit and Loss of the reporting period in which the rates change except in case of
liabilities incurred for acquiring imported fixed assets.
iv) Inventories: Inventories are valued at lower of cost and net realisable value except stores and spares which are
charged to profit and loss account at point of purchase. The cost of various categories of inventory is determined as
follows :
a) Raw materials and bought-out components are valued on a monthly moving weighted average rate.
b) Work-in-progress and finished goods are valued on full absorption cost method based on the annual average
cost of production.
v) Revenue recognition: Sales is recognised on despatch of goods from the factory.
vi) Retirement benefits: Contribution to the provident fund and pension fund is made monthly at a pre-determined rate
to the Employee Provident Fund and Pension Fund Account and debited to the profit and loss account on an accrual
basis. Liability for gratuity and leave salary is provided on actuarial basis.
vii) Government grants: State investment subsidy is treated as Capital reserve.
viii) Deferred taxation: Deferred taxation is accounted for in respect of all timing differences on a liability method. Deferred
tax asset is recognised to the extent where the management is reasonably certain that the realisation is more likely
than not.

157
TITAN BRAND HOLDINGS N.V. (Subsidiary Company)
Annexure - XVI
A. SUMMARY STATEMENT OF PROFITS AND LOSSES
(‘000 Euros)
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002 2001
INCOME
Royalty Income ..................................... - - 192 234 263 344
Profit/(Loss) on sale of Investments .... - 68 (53) - - -
Total Income ........................................ - 68 139 234 263 344
EXPENDITURE
General and administration expenses . 11 35 20 14 16 17
Interest ................................................... 61 211 653 388 327 323
Provisions / (Write-back) – investments - (300) 60 240 - -
Exchange fluctuation ............................ (196) 256 (574) (509) 14 1
Total Expenditure ................................ (124) 202 159 133 357 341
Profit / (Loss) before Tax ................... 124 (134) (20) 101 (94) 3
Provision for Corporate tax ................... 1 2 2 2 2 3
Net Profit / (Loss) after Tax ............... 123 (136) (22) 99 (96) -
Unrealised exchange gains .................. 300 - - - - -
Balance brought forward ...................... (165) (29) (7) (106) (10) (10)
Balance carried forward ..................... 258 (165) (29) (7) (106) (10)
The above statement should be read with significant accounting policies as appearing in Annexure XVI C together with
notes to summary statement of profits and losses and assets and liabilities as appearing in Annexure XVI D.

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 TITAN INDUSTRIES LIMITED

TITAN BRAND HOLDINGS N.V. (Subsidiary Company)

Annexure - XVI
B. Summary Statement of Assets and Liabilities
(‘000 Euros)
As at As at March 31,
September
30, 2005 2005 2004 2003 2002 2001
A Fixed Assets
Intangible Assets - Trademarks - - - 8,304 8,304 8,304
B Investments - 1,000 300 360 - -
C Current Assets, Loans and
Advances
Royalty receivable - - - - - 13
Cash at banks 19 67 11 5 2 -
Inter company receivable
(incl interest accrued) 7,964 7,414 13,407 1,178 - -
Prepaid expenses 1 1 1 1 1 1
Total Current Assets, Loans
and Advances 7,984 7,482 13,419 1,184 3 14
D Total Assets (A+B+C) 7,984 8,482 13,719 9,848 8,307 8,318
E Liabilities and Provisions
Loans payable 6,617 7,289 7,058 9,745 8,307 8,304
Inter company payable
(incl interest accrued) 991 1,247 6,584 89 71 3
Other current liabilities 18 11 6 8 22 10
Total Liabilities and Provisions 7,626 8,547 13,648 9,842 8,400 8,317
F Net Worth (D-E) 358 (65) 71 6 (93) 1
Represented by
1) Share Capital :
Equity Share Capital 100 100 100 13 13 11
2) Reserves and Surplus :
Profit and Loss Account 258 (165) (29) (7) (106) (10)
Net Worth 358 (65) 71 6 (93) 1

The above statement should be read with significant accounting policies as appearing in Annexure XVI C together with notes
to summary statement of profits and losses and assets and liabilities as appearing in Annexure XVI D.

159
TITAN BRAND HOLDINGS N. V. (Subsidiary Company)
Annexure XVI
C. Significant Accounting Policies
1. Basis of presentation
The accompanying accounts have been prepared in accordance with principles of accounting generally accepted in
the Netherlands Antilles. The significant accounting policies are as stated below :
a) General:
Assets and liabilities are stated at face value unless indicated otherwise.
b) Financial Fixed Assets:
The investments are stated at historical acquisition cost or, in case of a permanent impairment of the value of the
investment, at lower market value as of year-end.
c) Foreign Currencies:
Assets and liabilities denominated in foreign currencies are translated into administration currency at the rate of
exchange prevailing at balance sheet date.
Transactions in foreign currencies are translated at the exchange rates in effect on the date of transaction. Items
in the Statement of Income and Expenses are revalued at the average rate of exchange.
Exchange gains or losses are reflected in the profit and loss account.
d) Recognition of Income and Expense:
Dividends from investments are recorded as income in the year they are declared. Other income and expenses,
including taxation, are recognized and reported in accordance with the accrual concept.
D. Other major notes to the Summary Statement of Profits and Losses and Assets and Liabilities for six months
period ended September 30, 2005 and for the year ended March 31, 2005, 2004, 2003, 2002 and 2001 are as
follows:
TITAN trademarks:
Represents full and exclusive rights to and beneficial ownership of the TITAN trademark and certain other trademarks in
various countries as specified in the sale and purchase agreement dated March 31, 1999 together with beneficial ownership
of the applications for registration pending in other countries.
The value of the trademarks has not been amortized as amortization of trademarks is not compulsory under existing Netherlands
Antilles regulations, and the management is of the view that the book value of the trademarks represents the current fair value.

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 TITAN INDUSTRIES LIMITED

TITAN WATCH COMPANY LIMITED (An associate company upto March 30, 2004 and a subsidiary company thereafter)
Annexure - XVII
Summary Statement of Assets and Liabilities
(Hongkong Dollars)
As at
As at March 31,
September
30, 2005 2005 2004 2003 2002 2001
A Investments 120,000 120,000 120,000 - - -
Total Assets 120,000 120,000 120,000 - - -
B Liabilities and Provisions
Loan from Parent Company 120,000 120,000 120,000 - - -
Total Liabilities and Provisions 120,000 120,000 120,000 - - -
C Net Worth (A - B) - - - - - -
Represented by
1) Share Capital :
Equity Share Capital 10,000 10,000 10,000 10,000 10,000 10,000
2) Reserves and Surplus : - - - - - -
Less : Pre-operative Expenses
not written off 10,000 10,000 10,000 10,000 10,000 10,000
Net Worth - - - - - -

1. No profit and loss account has been prepared as the Company has not yet commenced business. The Company has no
income all expenses are being met by the associate companies.
2. The Company has been provided an interest-free loan by its parent and these funds have been used for investment in
shares of another subsidiary company (Titan Brand Holdings N.V.).

161
TITAN WATCHES AND JEWELLERY INTERNATIONAL (ASIA PACIFIC) PTE LIMITED (Subsidiary Company upto March
29, 2004)
Annexure - XVIII
A. Summary Statement of Profits and Losses
(‘000 SGD)
Year ended March 31, Nine months Year ended
ended June 30, 2001
2004 2003 March 31, 2002
INCOME
Sales of goods 6986 9043 7078 4054
Interest Income 1 - 1 1
Other Income 20 134 7 4
Total Income 7007 9177 7086 4059
EXPENDITURE
Cost of sales 5169 7222 6223 3418
Audit Fees 5 6 4 5
Depreciation 1 1 1 1
Amortisation of Deferred Trademark Royalty 68 21 19 17
Foreign Exchange Fluctuation 137 173 21 150
Bad debts - 13 - -
Provision for stock obsolescence - 498 - -
Salaries and Employees benefit 75 74 57 121
Other operating expenses 933 775 565 592
Interest on Loan 5 113 93 50
Total Expenditure 6393 8896 6983 4354
Profit/(Loss) before Tax 614 281 103 (295)
Taxation 127 37 - -
Net Profit/(Loss) after Tax 487 244 103 (295)
Balance brought forward 8 (236) (339) (44)
Balance carried forward 495 8 (236) (339)
The above statement should be read with significant accounting policies as appearing in Annexure XVIII C.

162
 TITAN INDUSTRIES LIMITED

TITAN WATCHES AND JEWELLERY INTERNATIONAL (ASIA PACIFIC) PTE LIMITED (Subsidiary Company upto March
29, 2004)
Annexure - XVIII
B. Summary Statement of Assets and Liabilities
(‘000 SGD)
As at March 31, As at
2003 2002 June 30, 2001

A Fixed Assets - 1 1
B Deferred Expenditure - - 25
C Deferred Trademark Royalty Expenditure 766 788 807
D Current Assets, Loans and Advances
Stocks 1190 2191 1975
Trade Debtors 1150 2130 894
Other Debtors 6 32 128
Loan to holding company 2138 1111 -
Cash and bank balances 285 396 106
Fixed Deposit 20 20 17
Total Current Assets 4789 5880 3120
E Total Assets (A+B+C+D) 5555 6669 3953
F Liabilities and Provisions
Loan repayable after 12 months 1058 1473 1458
Amount due to related company - - 460
Loan repayable within 12 months 797 490 416
Trade creditors and accruals 3592 4842 1858
Total Liabilities and Provisions 5447 6805 4192
G Net Worth (E-F) 108 (136) (239)
Represented by
1) Share Capital :
Equity Share Capital 100 100 100
2) Reserves and Surplus :
Profit and Loss Account 8 (236) (339)
Net Worth 108 (136) (239)

The above statement should be read with significant accounting policies as appearing in Annexure XVIII C.

163
TITAN WATCHES AND JEWELLERY INTERNATIONAL (ASIA PACIFIC) PTE LIMITED (Subsidiary Company upto March
29, 2004)
Annexure XVIII
C. Significant Accounting Policies
a. Basis of Accounting
The accounts expressed in Singapore dollars are prepared under the historical cost convention and in accordance with
Singapore Statements of Accounting Standards (SAS) and applicable requirements of Singapore law.
b. Depreciation
Depreciation is calculated on the straight line method to write off the cost of the assets over their estimated useful lives.
The rates used are :
Per Annum
Computer hardware 33-1/3%
Computer software 100%
Furniture and fittings 100%
Telephone 33-1/3%
Fully depreciated assets are retained in the financial statements until they are no longer in use and no further charge for
depreciation is made in respect of these assets.
c. Deferred Trademark Royalty Expenditure
This a lump sum payment in lieu of reduction of trademark royalty from 3% to 2% for a period of 25 years commencing
from 1 July 1998. It is amortised in proportion to the forecasted sales over the 25 years period.
d. Stocks
Stocks are stated at the lower of cost (cost being determined on a first-in-first-out basis) and net realizable value.
e. Income Tax
Income tax expense is determined on the basis of tax effect accounting, using the liability method, and is applied to all
temporary differences at the balance sheet date between the carrying amounts of assets and liabilities and the amounts
used for tax purposes.
Deferred tax liabilities are recognized for all taxable temporary differences.
Deferred tax assets are recognized for all deductible temporary differences to the extent that it is probable that taxable
profit will be available against which the deductible temporary difference can be utilized.
f. Foreign Currency Transactions
Transactions in foreign currencies are measured and recorded in Singapore dollars using the exchange rate in effect at
the date of transaction. At each balance sheet date, recorded monetary balances that are denominated in a foreign
currency are adjusted to reflect the rate at the balance sheet date. All exchange adjustments are taken to the profit and
loss account.
g. Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and bank balances.
h. Financial Risk Management
The Company’s activities expose it to a variety of financial risks, including the effects of changes in foreign currency
exchange rates and interest rates. Financial risk management is carried out by the Company in accordance with established
policies and guidelines.
(i) Foreign exchange risk
The Company is exposed to foreign exchange risk arising from certain currency exposures. The Company monitors
the foreign currency exchange rates movements closely to ensure that their exposures are minimized.

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 TITAN INDUSTRIES LIMITED

(ii) Interest rate risk

The Company’s income and operating cash flows are substantially independent of changes in market interest rates.
The Company has no significant interest bearing assets or borrowing.
(iii) Credit risk
The Company has no significant concentrations of credit risk. The Company has policies in place to minimize customer
credit risk.
(iv) Liquidity risk
The Company’s policy on liquidity risk management is to maintain sufficient cash and the availability of funding
through adequate amounts of committed credit facilities.
i. Employee Benefits
(a) Pension obligations
As required by law, the Company makes contributions to a defined contribution pension scheme, the Central Provident
Fund (CPF). CPF contributions are recognized as an expense in the same period as the employment that gives rise
to the contribution.
j. Impairment
The carrying amounts of the Company’s assets are reviewed at each balance sheet date to determine whether there is
any indication of any impairment. If any such indication exists, the assets recoverable amount is estimated. All impairment
losses are recognized in the profit and loss account whenever the carrying amount of an asset of its cash-operating unit
exceeds its recoverable amount.
An impairment loss is only reversed to the extent the assets carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been recognized. All reversals
of impairment loss are recognized in the profit and loss account.

165
TITAN INDUSTRIES LIMITED - CONSOLIDATED
Annexure - XIX
Summary Statement of Consolidated Profits and Losses – Restated
(Rs. in lakhs)
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002

INCOME
Gross Sales :
- of products manufactured by the Company 64930.48 111125.77 95827.22 80367.95 72705.81
- of products traded in by the Company 1598.45 2272.69 550.73 381.71 332.80
Total 66528.93 113398.46 96377.95 80749.66 73038.61
Less: Excise duty 3057.61 5470.90 6363.76 6195.89 6027.15
Net sales 63471.32 107927.56 90014.19 74553.77 67011.46
Other Income 280.84 1050.28 3717.04 1499.98 653.78
Increase / (Decrease) in Inventory 9838.79 8885.52 3474.14 276.14 (1863.66)
Total Income 73590.95 117863.36 97205.37 76329.89 65801.58
EXPENDITURE
Raw Materials Consumed 45708.01 71897.33 58104.27 46970.74 37887.41
Purchase of Finished Goods 2886.53 2988.98 1272.16 536.08 217.20
Staff Cost 6154.36 10789.26 9477.69 7742.10 7697.24
Advertising 4847.47 7689.46 6106.23 4880.33 3758.64
Selling & Distribution Expenses 1348.53 2143.30 1715.58 1524.05 1319.54
Other Manufacturing Expenses 1506.29 3169.41 2092.28 1839.08 1654.80
Administration Expenses 4115.84 6675.40 5651.17 4003.64 4148.50
Interest 1249.94 3357.01 4219.35 4642.89 4977.78
Depreciation/Amortisation 984.59 1980.54 2316.98 2126.52 2343.29
Total Expenditure 68801.56 110690.69 90955.71 74265.43 64004.40
Profit before Tax- before Restatement 4789.39 7172.67 6249.66 2064.46 1797.18
Adjustments :
Effect of change in Accounting policies/estimates - 119.09 142.24 (314.41) (855.50)
Profit Before Tax-after Restatement 4789.39 7291.76 6391.90 1750.05 941.68
Total Provision for Tax before restatement 689.33 717.37 411.88 403.92 525.68
Effect on Tax due to restatement (9.17) 46.38 (212.00) 8.43 32.91
Total provision for tax after restatement 680.16 763.75 199.88 412.35 558.59
Profit after Tax – Restated 4109.23 6528.01 6192.02 1337.70 383.09
Share of profits less losses of associates
(net of amortisation of goodwill on
consolidation) (2180.02) (4362.13) 19.87 (514.76) 38.74

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 TITAN INDUSTRIES LIMITED

Six months Year ended March 31,

ended
September
30, 2005 2005 2004 2003 2002

Net profit after Tax – Restated 1929.21 2165.88 6211.89 822.94 421.83
Balance brought forward – Restated 2573.84 1944.30 (3380.23) (3339.39) (2682.26)
Adjustment in respect of investments in associates - (34.22) (6.93) - -
Profit available for Appropriation- Restated 4503.05 4075.96 2824.73 (2516.45) (2260.43)
APPROPRIATION
General Reserve - 205.16 28.79 19.75 65.47
Dividend on preference shares 138.38 281.39 332.15 367.10 352.96
Proposed Dividend on equity shares - 845.53 422.76 422.76 634.14
Tax on dividends 19.41 157.54 96.73 54.17 26.39
Transfer to Capital Redemption Reserve - 10.00 - - -
Premium on buyback of shares - 2.50 - - -
Balance carried forward – Restated 4345.26 2573.84 1944.30 (3380.23) (3339.39)
Total 4503.05 4075.96 2824.73 (2516.45) (2260.43)

Notes :
1. In view of Accounting Standard 21 on Consolidated Financial Statements becoming mandatory with effect from accounting
periods commencing on or after April 1, 2001, Summary Statement of Consolidated Profits and Losses - Restated for the
year ended March 31, 2001 has not been disclosed.
2. The above statement should be read with significant accounting policies appearing in Annexure XXII, together with notes
to the Summary Statement of Consolidated Profits and Losses and Assets and Liabilities - Restated, as appearing in
Annexure XXIII and Annexure XXIV.

167
TITAN INDUSTRIES LIMITED - CONSOLIDATED
Annexure XIX
A. Balance in Profit and Loss Account as at April 1, 2001 - Restated
(Rs. in lakhs)
Balance in profit and loss account as at April 1, 2001 (including share of profits less losses of
associates), as per audited financial statements (2115.77)
Increase/ (decrease) in the accumulated profit as at April 1, 2001 as a result of :
- Depreciation (193.82)
- Amortisation of trademarks (169.62)
- Gratuity (69.59)
- Income tax
Current tax (253.67)
Deferred tax 120.21
Balance in profit and loss account including share of profits less losses of associates as at
April 1, 2001, as restated (2682.26)

The above information should be read with significant accounting policies appearing in Annexure XXII, together with notes to
the Summary Statement of Consolidated Profits and Losses and Assets and Liabilities - Restated and Annexure XXIII C and
in particular note no. C(ii), C(iii), C(v),C(vi) and C (vii) of Annexure XXIV.

168
 TITAN INDUSTRIES LIMITED

TITAN INDUSTRIES LIMITED - CONSOLIDATED

Annexure - XX
Summary Statement of Consolidated Assets and Liabilities – Restated
(Rs. in lakhs)
As at As at March 31,
September
30, 2005 2005 2004 2003 2002
A Fixed Assets :
Gross Block at cost ...................................... 41249.80 40962.80 39341.19 41767.30 41386.64
Less : Depreciation 24886.58 24030.44 22011.51 20674.88 18572.31
Net Block 16363.22 16932.36 17329.68 21092.42 22814.33
Advance on capital account and capital work
in progress, at cost 2454.16 979.41 406.59 965.67 326.55
Total Fixed Assets 18817.38 17911.77 17736.27 22058.09 23140.88
B Investments 3163.70 2565.65 2629.90 2567.37 175.80
C Current Assets, Loans and Advances
Inventories 41651.35 27339.65 16411.91 14532.60 13048.26
Sundry Debtors 8936.76 7711.66 14816.17 18060.07 20137.68
Cash and bank balances 4154.95 4456.18 2744.71 2502.18 1861.46
Loans and Advances 12968.00 16282.73 19669.18 14310.61 13304.76
Total Current Assets, Loans and Advances 67711.06 55790.22 53641.97 49405.46 48352.16
D Total Assets (A+B+C) 89692.14 76267.64 74008.14 74030.92 71668.84
E Liabilities and Provisions
Secured Loans 21767.75 19482.43 20390.76 12717.52 21046.88
Unsecured Loans 14704.56 12466.81 20310.32 34026.32 24030.06
Deferred Tax Liabilities 2451.90 2898.38 3236.28 4271.59 4199.97
Current Liabilities and Provisions 34432.02 27482.79 18557.91 18497.49 13570.62
Total Liabilities and Provisions 73356.23 62330.41 62495.27 69512.92 62847.53
F Net Worth (D-E) 16335.91 13937.23 11512.87 4518.00 8821.31
Represented by
1) Share Capital :
Equity Share Capital 4227.63 4227.63 4227.63 4227.63 4227.63
Preference Share Capital 4000.00 4000.00 4000.00 4000.00 4000.00
2) Reserves and surplus :
Capital Reserve 13.23 13.23 13.23 19.48 19.48
Capital Reserve on consolidation 37.26 37.26 - - -
Capital Redemption Reserve 10.00 10.00 - - -
Share premium account 6172.69 6172.69 6172.69 6172.69 6172.69
General Reserve 348.18 348.18 143.02 115.30 95.55
Profit and Loss Account 4345.26 2573.84 1944.30 (3380.23) (3339.39)
Less : Miscellaneous Expenditure (to the
extent not written off or adjusted) (2818.34) (3445.60) (4988.00) (6636.87) (2354.65)
Net Worth 16335.91 13937.23 11512.87 4518.00 8821.31
Notes :
1. In view of Accounting Standard 21 on Consolidated Financial Statements becoming mandatory with effect from accounting
periods commencing on or after April 1, 2001, Summary Statement of Consolidated Assets and Liabilities - Restated as at
March 31, 2001 has not been disclosed.
2. The above statement should be read with significant accounting policies appearing in Annexure XXII, together with notes
to the Summary Statement of Consolidated Profits and Losses and Assets and Liabilities - Restated, as appearing in
Annexure XXIII and Annexure XXIV.
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TITAN INDUSTRIES LIMITED - CONSOLIDATED
Annexure - XXI
Details of Other Income - Restated
(Rs. in lakhs)
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002
Other Income 280.84 1050.28 3717.04 1499.98 653.78
Net profit / (loss) before tax, as restated 4789.39 7291.76 6391.90 1663.07 959.07
Percentage 5.86% 14.40% 58.15% 90.19% 68.17%

Six months Year ended March 31, Recurring / Related/

ended Non- Not
September Recurring Related to
30, 2005 Business
2005 2004 2003 2002 Activity
Sources of other income
Interest on staff loans, vendor
advances and bank deposits 55.66 145.52 112.68 96.23 123.38 Recurring Related
Income from trade investments
– gross - 28.40 29.14 905.73 41.50 Recurring Not
Related
Interest on long term investments 2.53 5.06 2.53 - 7.46 Recurring Not
Related
Royalty income 168.85 323.39 389.58 456.52 428.79 Recurring Related
Profit on sale of fixed assets (net) - - 3118.16 - - Non- Not
Recurring Related
Profit on sale of investments - 318.45 - - - Non- Not
Recurring Related
Miscellaneous income 53.80 229.46 64.95 41.50 52.65 Recurring Related
Total 280.84 1050.28 3717.04 1499.98 653.78

Notes:
1. The classification of income as recurring/non recurring in nature and related/not related to business activity is based on
the current operations and business activity of the Company as determined by the management.
2. The above amounts are as per the Summary Statement of Consolidated Profits and Losses of the Company - Restated.

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 TITAN INDUSTRIES LIMITED

TITAN INDUSTRIES LIMITED – CONSOLIDATED

Annexure – XXII
1. Significant Accounting Policies
1.1. Basis of Consolidation:
The Consolidated Financial Statements comprise the financial statements of Titan Industries Limited and its subsidiaries
(Titan Group). The Consolidated Financial Statements are prepared in accordance with Accounting Standard (AS) 21 on
Consolidated Financial Statements, AS 23 on Accounting for Investments in Associates in Consolidated Financial
Statements and AS 27 on Financial Reporting of Interests in Joint Ventures, issued by the Institute of Chartered Accountants
of India.
The list of subsidiary companies which are included in the consolidation and the parent company’s holdings therein are as
under:
Name of the company Country of Ownership
incorporation interest as on
30.09.2005
Titan International Holdings B.V. (TIHBV) Netherlands 100%
Titan Watch Company Limited (TWCL)1 (100% held by TIHBV) Hong Kong 100%
Titan Brand Holdings N.V. ( upto March 18, 2004 100% held by TIHBV,
from March 19, 2004 87.50% held by Titan Industries Limited, 12.50%
by TWCL) West Indies 100%
Titan TimeProducts Limited (TTPL) 2
India 100%
Titan Watches & Jewellery International (Asia Pacific) Pte. Limited (TAPL)
(100% held by TIHBV up to 29.03.04) 3 Singapore -
1
TWCL became a subsidiary company with effect from March 31, 2004.
2
TTPL became a subsidiary company with effect from November 16, 2004 with 51.58% ownership interest, which
increased to 100% from February 14, 2005. However, effect of ownership interest of 100% has been accounted in
Consolidated Financial Statements effective November 16, 2004, in view of the value of operations of the subsidiary
not being material during the period November 16, 2004 to February 14, 2005.
3
TAPL ceased to be a subsidiary company with effect from March 29, 2004.
The financial statements of the subsidiaries used in the consolidation are drawn up to the same reporting date as that of
the parent company. Financial statements of all subsidiaries used in consolidation are audited except for TWCL. TWCL
has not commenced business.
The Company had 25% ownership in the joint venture company viz. TTPL which was considered in consolidation based
on proportionate consolidation method in accordance with AS 27. The said company became an associate company
effective May 30, 2003. However, the effect of change has been accounted in the consolidated financial statement of
2003-04 effective April 1, 2003, in view of the volume of operations of the joint venture not being material during the period
April 1, 2003 to May 30, 2003.
The following associate companies, not being subsidiaries or joint venture, over which the Company exercises significant
influence by participating in financial and operating policy decisions are considered in consolidation based on equity
method as provided in AS 23 and the Company’s ownership interest therein are us under:
Sr. Name of the Company Ownership
No. interest as on
30.09.2005
1. Tanishq (India) Limited 0.58%
2. Titan Properties Limited 29.85%
3. Titan Mechatronics Limited 1
9.82%
4. Titan Holdings Limited 2
49.66%

171
 Sr. Name of the Company Ownership
No. interest as on
30.09.2005
5. Questar Investments Limited 25.00%
6. Samrat Holdings Limited (formerly RDI Print & Publishing Limited) 3
49.98%
7. Titan TimeProducts Limited 4
-
8. Titan International Investments B.V. (TIIBV) (19% held by TIHBV, a subsidiary company) 19.00%
9. Titan Watch Company Limited (TWCL) (100% held by TIIBV upto March 30, 2004) -
10. Titan International Marketing Limited (TIML) (68.75% held by TIIBV, an associate company) 13.06%
11. Rockbourne Holding B.V. (RHBV) (19% held by TIIBV, an associate company)5 3.61%
12. Titan Watches & Jewellery International (Asia Pacific) Pte Limited (TAPL)
(100% held by RHBV an associate company of TIIBV)6 3.61%
13. Titan International (Middle East), FZE (TIME) (100% held by RHBV, an associate
company of TIIBV)7 3.61%
1
Ownership interest for the year ended March 31, 2002 was 14.29%.
2
Ownership interest for the year ended March 31, 2002 was 2.95%.
3
In accordance with AS 23, the investment in Samrat Holdings Limited (formerly RDI Print & Publishing Limited), an
associate company was accounted for in accordance with AS 13 on Accounting for Investments, in the preparation of
consolidated financial statements for 2002-03 and 2001-02 as the investment was acquired and held exclusively with
a view to its subsequent disposal in the near future. On sale of the publishing business of the said company on
September 30, 2003, these investments have been considered in consolidation based on equity method as provided
in AS 23.
4
TTPL was an associate company with ownership interest of 25% from May 31, 2003 to November 15, 2004.
5
RHBV became an associate company from March 31, 2004.
6
TAPL became an associate company from March 30, 2004 with ownership interest of 19% which reduced to 3.61%
from December 31, 2004.
7
Ownership interest for the years ended March 31, 2003 and March 31, 2002 was 19%.
The voting power held in the associate companies mentioned in Sr. No. 1 to 8 above is the same as ownership interest
and for the other associate companies it is nil.
The financial statements of the above associate companies considered in the consolidation are drawn up to the same
reporting date as that of the parent company.
Financial statements of all associate companies considered in consolidation are audited except for :
i. the half year ended September 30, 2005 in respect of all the associates.
ii. TIIBV and TIML, whose accounts are audited for the financial year ended December 31 and effect has been given to
the three months unaudited financial results in consolidated financial statements.
iii. the financial statements of RHBV for the year ended March 31, 2004.
1.2. Accounting policies:
The accounts are prepared under the historical cost convention and materially comply with the applicable accounting
standards. The significant accounting policies followed by the Titan Group are as stated below:
i. Revenue recognition: Revenue from sale of goods is recognised when the goods are dispatched from the stock
points to the customers.
Income from royalty is recognised on an accrual basis.
Interest income is recognised on a time proportion basis, taking into account the amount outstanding and the rate
applicable.
Dividend income is recognised when the Company’s right to receive the payment is established.

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 TITAN INDUSTRIES LIMITED

ii. Fixed Assets: Capitalised at acquisition cost including directly attributable cost.
In line with Accounting Standard 19 on ‘Leases’, fixed assets acquired through ‘finance lease’ transactions entered
into on and after April 1, 2001, have been capitalised.
iii. Depreciation: Depreciation has been provided on the straight line method over the estimated useful lives or lives
based on the rates specified in Schedule XIV to the Companies Act, 1956, whichever is lower. Leased assets are
depreciated over the primary lease period.
iv. Amortisation:
a) Goodwill arising on consolidation is amortised to the extent of share of profits, of the concerned associate company,
accounted in Titan Group.
b) Intangible assets have been amortised on the straight line method over its estimated useful life (Refer Note 5 in
Annexure XXIII).
v. Foreign currency transactions: Foreign exchange transactions are recorded at the exchange rates prevailing on
the date of the transaction.
Foreign currency liabilities incurred for the acquisition of imported fixed assets are translated at exchange rates
prevailing on the last working day of the accounting year or forward cover rates, as applicable. The net variation
arising out of the said translation is adjusted to the cost of fixed assets.
Other outstanding foreign currency monetary items (including those relating to integral foreign operations) are restated
at year end rates or forward cover rates, as applicable. The net loss or gain arising on restatement / settlement is
adjusted to the profit and loss account.
In respect of forward exchange contracts, the premium or discount arising at the inception of such a forward exchange
contract is amortised as expense or income over the life of the contract. Exchange differences on such contracts are
recognised in the statement of Profit and Loss of the reporting period in which the exchange rates change except in
case of liabilities incurred for acquiring imported fixed assets.
Translation adjustment on consolidation of foreign subsidiaries is recognised in profit and loss account.
vi. Investments: Long term investments are valued at acquisition cost. Necessary provision is made for permanent
diminution in value, if any.
Investments in associate companies have been stated as per equity method.
vii. Inventories: Consumable stores and loose tools are valued at cost. All other inventories are valued at lower of cost
and net realisable value. The cost of various categories of inventory is determined as follows:
a) Consumable stores, loose tools, raw materials and components are valued on a moving weighted average rate.
b) Work in progress and manufactured goods are valued on full absorption cost method based on the annual
average cost of production.
c) Traded goods are valued at annual average cost of purchases.
viii. Product warranty expenses: Product warranty costs are determined based on past experience and provided for in
the year of sale.
ix. Retirement benefits: Contribution to the provident fund and pension fund is made monthly at a pre-determined rate
to the Provident Fund Trust and Regional Provident Fund Commissioner respectively and debited to the profit and
loss account on an accrual basis.
Contribution to the Superannuation fund is made annually at a pre-determined rate to the Superannuation Trust and
debited to the profit and loss account on an accrual basis.
Contribution to the Gratuity fund is made annually on the basis of actuarial valuation done and debited to the profit
and loss account on an accrual basis.
Leave encashment benefit is provided on an actuarial basis.
x. Deferred revenue expenditure:
a) Initial expenses incurred in connection with the incorporation of the Company are amortised over a period of five
years.

173
 b) Design and development costs, which are expected to be recovered through royalty income from affiliates, are
amortised over a period of ten years.
c) Compensation to employees who have opted for retirement under Voluntary Retirement Scheme (VRS) of the
Company, paid and payable, is amortised over a period of 60 months.
d) Consultancy charges for long term operating and strategic initiatives are amortised over a period of three years.
e) Brand building costs are amortised over a period of two years.
f) Software and implementation costs including user’s license fees of the Enterprise Resource Planning (ERP)
system and other application software costs are amortised over a period of five years.
xi. Deferred Taxation: Deferred taxation is accounted for in respect of all timing differences on a liability method.
Deferred tax asset is recognised to the extent where the management is reasonably certain that the realisation is
more likely than not.

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 TITAN INDUSTRIES LIMITED

TITAN INDUSTRIES LIMITED – CONSOLIDATED

Annexure – XXIII
Notes to the Summary Statement of Consolidated Assets and Liabilities - Restated and Summary Statement of
Consolidated Profits and Losses – Restated for the six months period ended September 30, 2005 and for each of the
year ended March 31, 2005, 2004, 2003 and 2002.
1. Estimated amount of contracts remaining to be executed on capital account and not provided for are as under :
Rs in lakhs

As at As at March 31,
September 30, 2005 2005 2004 2003 2002
1301.18 974.56 257.34 199.66 136.70

2. Contingent liability Rs in lakhs

Particulars As at As at March 31,
September
30, 2005 2005 2004 2003 2002
a) Guarantees given by
the Company to banks 861.00 1777.00 3741.00 4310.00 2000.00
b) Letter of comfort given
to banks - - 500.00 588.00 1739.00
c) Bills discounted by
Trade - - 973.00 2107.00 4601.00
d) Claims made against
the Company not
acknowledged as debts*
- Sales Tax 842.11 108.90 113.08 38.89 29.60
- Customs Duty 1253.27 936.33 332.62 316.94 318.02
- Excise Duty 1778.31 247.65 105.68 60.69 86.86
- Income tax matters 114.35 2.27 - 250.41 250.41
* The above amounts have been arrived at based on the notice of demand or the Assessment Orders, as the case may
be, and the Company is contesting these claims with the respective authorities. Outflows, if any, arising out of these
claims would depend on the outcome of the decisions of the appellate authorities and the Company’s rights for future
appeals before the judiciary. No reimbursements are expected.
3. Deferred Revenue Expenditure (to the extent not written off or adjusted) comprises of the following :
Rs in lakhs
Particulars As at As at March 31,
September
30, 2005 2005 2004 2003 2002
Software and implementa-
tion costs (ERP) - - - 106.64 213.27
Compensation to
employees under VRS 1935.45 2440.38 3450.22 4460.04 -
Consultancy charges for
long term operating and
strategic initiatives - - 288.96 577.92 -
Pre-operative and
pre-incorporation expenses 0.41 0.97 1.18 1.27 1.04
Design and development
expenses 882.48 1004.25 1247.64 1491.00 1735.78
Brand Building costs - - - - 404.56
Total 2818.34 3445.60 4988.00 6636.87 2354.65

175
4. The details of deferred tax asset / (liability) are as under :
Rs in lakhs
Particulars As at As at March 31,
September
30, 2005 2005 2004 2003 2002
Deferred Tax (Liability)
Fixed Assets (3154.92) (3581.46) (3804.26) (4168.65) (4297.70)
Deferred revenue
expenditure - - - (207.24) (220.57)
Sub Total (A) (3154.92) (3581.46) (3804.26) (4375.89) (4518.27)
Deferred Tax Asset
Provisions 13.00 12.82 - - -
Provision for doubtful debts 155.00 142.10 136.04 60.71 48.04
Disallowances under
section 43B 83.02 90.24 245.49 10.71 245.89
Provision for leave
salary/gratuity 168.00 151.43 102.91 32.88 24.37
Deferred revenue
expenditure 284.00 286.49 83.54 - -
Sub Total (B) 703.02 683.08 567.98 104.30 318.30
Net Deferred Tax
Asset / (Liability)
(A) – (B) (2451.90) (2898.38) (3236.28) (4271.59) (4199.97)

5. Fixed assets as at March 31, 2003 and 2002 include intangible assets which represent full and exclusive rights to and
beneficial ownership of the International Registration for the Titan trademark and certain other trademarks in various
countries and beneficial ownership of applications for registration pending in other countries. The said registrations have
a validity period of 20 years and are renewable. The management believes that the economic benefits from the said trade
marks are expected to be generated over a long period and is also virtually certain of the renewal of legal rights. Considering
the above, the useful life of the intangible asset is estimated as 20 years from the date of acquisition. The said trademark
was sold by TBHNV (subsidiary company) to Rockbourne Holding B.V (an associate company) on March 30, 2004. The
amortisation of trade marks to the extent of Titan Group’s share is included in share of profits less losses of associates
from financial year 2004-05 onwards.
6. Current tax for the six months period ended September 30, 2005 has been provided applying the effective tax rate that
would be applicable to the expected earnings for the financial year 2005-06.
7. The figures for the year ended March 31, 2002, 2003, 2004 and 2005 are for 12 months and therefore, are not directly
comparable with the figures for the six month period ended September 30, 2005 which are for 6 months.

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 TITAN INDUSTRIES LIMITED

TITAN INDUSTRIES LIMITED - CONSOLIDATED

Annexure - XXIV
A. Notes to the Summary Statement of Consolidated Profits and Losses - Restated
Rs in lakhs
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002
Adjustments - (income)/ expense in
statement of profit and loss account on
account of :
i) Change in accounting policies /
estimates
- VRS cost - (119.09) 49.34 69.75 -
- Depreciation - - (88.25) 5.51 (111.08)
- Amortisation of trademarks - - - 169.62 169.62
- Translation adjustment on
consolidation - - (103.33) 156.51 779.57
- Gratuity - - - (86.98) 17.39
Total - (119.09) (142.24) 314.41 855.50
ii) Tax adjustments
- Current tax - 100.93 196.99 (193.97) 186.05
- Deferred tax 91.76 186.00 (375.66) 371.25 (153.14)
- Income tax of earlier years (100.93) (240.55) (33.33) (168.85) -
Total (9.17) 46.38 (212.00) 8.43 32.91

B. Notes to the Summary Statement of Consolidated Assets and Liabilities - Restated

Rs in lakhs
As at As at March 31,
September
30, 2005
2005 2004 2003 2002
Adjustments - increase/ (decrease)
in statement of assets and liabilities :
i) Reserves and surplus
- Profit and loss account - (9.17) (914.63) (1777.73) (1454.91)
- Translation adjustment reserve - - 832.75 936.08 779.57
ii) Miscellaneous expenditure - - 408.53 528.10 -
iii) Depreciation / Amortisation - - - (597.10) (421.97)
iv) Loans and advances
- Tax payments, net of provision - - - (76.90) -
v) Deferred tax liability - (91.76) (277.76) 97.90 (273.35)
vi) Current liabilities
- Provision for taxation, net of
payments - 100.93 240.55 - 439.72
- Other current liabilities - - 527.64 597.85 86.98

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TITAN INDUSTRIES LIMITED - CONSOLIDATED
C. NOTES ON ADJUSTMENT
(i) Voluntary Retirement Scheme (VRS)
Until the year ended March 31, 2004, the Company recognized the liability towards VRS on net present value basis.
In order to comply with the Accounting Standard 29 on Provisions, Contingent Liabilities and Contingent Assets issued by
the Institute of Chartered Accountants of India which became mandatory from April 1, 2004, the Company has recognized
the liability towards VRS on actual basis as compared to the net present value basis followed in earlier years, which
resulted in additional charge to the profit and loss account of the year ended March 31, 2005.
The effect of change in method of recognizing VRS liability has been adjusted for the concerned prior years (i.e. year
ended March 31, 2004 and March 31, 2003), so as to recomputed the profits and losses of those years had the uniform
accounting policy been followed in each of these years.
(ii) Depreciation
During the year ended March 31, 2002, the Company revised the estimated useful life of the computers from 6 years to 5
years. Further, useful life of the computers was revised from 5 years to 4 years during the year ended March 31, 2004.
The effect of change in estimated useful life of computers has resulted in additional depreciation charge in the respective
years.
The effect of revision in estimated useful life of computers has been adjusted for the concerned prior years (i.e. year
ended March 31, 2004, March 31, 2003 and March 31, 2002), so as to recomputed the profits and losses of those years
considering the uniform estimated useful life of computers for each of these years. Further, reserves as at April 1, 2001
have been appropriately adjusted to reflect the impact of changes of prior years.
(iii) Amortisation of trademarks
Until the year ended March 31, 2004, trademarks were not amortised.
In order to comply with the Accounting Standard 26 on Intangible Assets issued by the Institute of Chartered Accountants
of India which became mandatory from April 1, 2003 Titan Group started amortising the trademarks over its estimated
useful life. The amortization relating to the earlier years was adjusted to the balance in profit and loss account as on April
1, 2003.
The effect of change in policy relating to amortization of trademarks has been adjusted against profits for the years ended
March 31, 2003 and March 31, 2002, so as to recompute the profits and losses of those years had the uniform accounting
policy been followed in each of these years. Further, reserves as at April 1, 2001 have been appropriately adjusted to
reflect the impact of changes of prior years.
(iv) Translation adjustment on consolidation
Until the year ended March 31, 2005, the Company has been taking the translation adjustment on consolidation of foreign
subsidiaries directly to reserves and surplus.
In order to comply with the Revised Accounting Standard 11 on the Effects of Changes in Foreign Exchange Rates issued
by the Institute of Chartered Accountants of India which became mandatory from April 1, 2004, the translation adjustment
on consolidation of foreign subsidiaries was recognized in profit and loss account as the same were considered as
integral foreign operations. The translation adjustment on consolidation relating to the earlier years was adjusted to the
balance of profit and loss account as on April 1, 2004.
The effect of change in the policy of recognizing translation adjustment on consolidation has been adjusted for the concerned
prior years (i.e. year ended March 31, 2004, March 31, 2003 and March 31, 2002), so as to recomputed the profits and
losses of those years had the uniform accounting policy been followed in each of these years.
(v) Gratuity
Until the year ended March 31, 2002, the Company accounted for gratuity as per the provisions of “Payment of Gratuity
Act, 1972”.
During the year ended March 31, 2003, the gratuity liability was computed in accordance with the gratuity scheme introduced
by the Company as against the provisions of “ Payment of Gratuity Act, 1972”, which resulted in an additional charge to
profit and loss account for the year ended on that date.
For the purpose of this statement, the said additional charge has been adjusted in the respective years and reserves as
at April 1, 2001 have also been appropriately adjusted to reflect the impact of changes of prior years. As the actuarial
valuation was not obtained, the adjustment is done on an estimated basis.

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 TITAN INDUSTRIES LIMITED

(vi) Income tax of earlier years

In the financial statements for six months period ended September 30, 2005 and for the year ended March 31, 2005,
March 31, 2004, March 31, 2003, the Company had recognized income tax charge of earlier years. For the purpose of this
statement, income tax charge has been identified and adjusted in arriving at the profits and losses of the years to which
they relate. Further, reserves as at April 1, 2000 have been appropriately adjusted to reflect the impact of income tax
charges pertaining to prior years.
(vii) Deferred tax
Consequent to the adjustments made in respect of items referred to in this Annexure, the impact on deferred tax has been
adjusted in the respective years.
D. NOTES ON NON-ADJUSTMENTS
Financial Leases
Until the year ended March 31, 2001, lease rentals pertaining to finance leases were charged to the profit and loss account.
As the Accounting Standard 19 on Leases issued by the Institute of Chartered Accountants of India became mandatory from
accounting period commencing on or after April 1, 2001, the fixed assets acquired through finance lease transactions entered
into on or after that date have been capitalized and no adjustment is made in the “Summary Statement of Profits and Losses
– Restated” for and upto the year ended March 31, 2001 in respect of assets acquired through finance leases prior to April 1,
2001.

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TITAN INDUSTRIES LIMITED - CONSOLIDATED
Annexure - XXV
Statement of Consolidated Cash flows - Restated
Rs. in lakhs
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003

A. Cash Flow from Operating Activities

Net Profit before Tax 4789.39 7172.67 6249.66 2064.46
Add/(deduct) impact of change in accounting
policies/estimates - 119.09 142.24 (314.41)
As per Restated Accounts 4789.39 7291.76 6391.90 1750.05
Adjustments for :
Depreciation / Amortisation 984.59 1980.54 2228.73 2301.65
Unrealised Exchange difference (314.75) 262.53 488.48 (221.53)
Financial lease payments - 29.99 57.94 60.88
Interest expense 1249.94 3357.01 4219.35 4642.89
(Profit)/Loss on Fixed Assets sold / discarded(net) 64.48 461.41 (3118.16) 52.52
(Profit)/Loss on sale of Long Term Investments (net) - (318.45) 840.09 -
Provision for doubtful debts 71.00 9.13 214.00 30.63
Bad debts written off - 39.62 - -
Interest income (58.19) (150.58) (112.68) (96.23)
Dividend income (28.40) (31.67) (905.73)
Deferred revenue expenditure written off 627.26 1542.40 1649.45 1637.74
Operating Profit before Working Capital changes 7413.72 14476.96 12827.43 9252.87
Adjustments for Working Capital changes
(Increase)/decrease in inventories (14311.70) (10792.79) (1893.59) (1484.34)
(Increase)/decrease in sundry debtors (1426.08) 7382.92 2957.03 1917.43
(Increase)/decrease in loans & advances 1843.15 (811.18) (5667.30) (1188.08)
Increase / (Decrease) in current liabilities &
Provisions 7828.99 8083.18 155.53 (257.35)
Cash Generated from Operations 1348.08 18339.09 8379.10 8240.53
Direct Taxes paid (1379.79) (1087.32) (1058.69) (897.88)
Net cash from / (used in) Operating Activities (31.71) 17251.77 7320.41 7342.65
B. Cash Flow from Investing Activities
Purchase of Fixed Assets (2094.27) (2534.57) (810.82) (1355.83)
Sale of Fixed Assets 139.57 267.54 6022.07 84.45
Purchase of Long Term Investments-Subsidiary - (187.70) (2027.35) (2246.90)
Purchase of Long Term Investments – Others (600.00) (925.57) - -
Sale of Long Term Investments – Subsidiary - - 749.86 -
Sale of Long Term Investments – Others - 707.32 160.34 -
Dividend received from associates 0.60 1.29 - -
Dividend from others - 28.40 31.67 905.73
Interest received 216.61 365.06 482.00 525.66
Net cash from / (used in) Investing activities (2337.49) (2278.23) 4607.77 (2086.89)

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 TITAN INDUSTRIES LIMITED

Six months Year ended March 31,

ended
September
30, 2005 2005 2004 2003

C. Cash Flow from Financing Activities

Proceeds from issue of preference share capital - 2000.00 3670.00 1050.00
Redemption of preference share capital - (2000.00) (3670.00) (1050.00)
Proceeds from new borrowings 20271.49 36556.32 47187.45 57421.83
Repayment of borrowings (15724.69) (45249.24) (53230.17) (55751.70)
Financial lease payments - (29.99) (57.94) (60.88)
Interest paid (1450.61) (3792.32) (4728.51) (5097.38)
Dividend paid (847.89) (714.69) (759.80) (1093.84)
Tax on dividends paid (118.58) (127.45) (62.40) -
Net cash from/(used in) Financing Activities 2129.72 (13357.37) (11651.37) (4581.97)

Net increase in Cash and Cash Equivalents (A+B+C) (239.48) 1616.17 276.81 673.79
Cash and Cash equivalents (opening balance) 4456.18 2744.71 2502.18 1820.95
Add/(Less): Unrealised exchange gain/(loss) (46.04) 47.09 12.81 20.25
Add:On conversion of an associate company into
subsidiary company - 2.17 - -
4410.14 2793.97 2514.99 1841.20
Cash and Cash equivalents (closing balance) 4154.95 4456.18 2744.71 2502.18
Add/(Less): Unrealised exchange gain/(loss) 15.71 (46.04) 47.09 12.81
4170.66 4410.14 2791.80 2514.99
Increase / (decrease) in Cash and Cash equivalents (239.48) 1616.17 276.81 673.79

Notes:
1. Adoption of Accounting Standard 21 on Consolidated Financial Statements has been made mandatory for accounting
periods commencing on or after April 1, 2001. The financial year 2001-02 being the first year of transition, it is not practical
to present the consolidated cash flow statement for the year ended March 31, 2002, since the adjusted opening balances,
which are relevant for that year’s cash flow, are not available.
2. The above statement should be read with significant accounting policies appearing in Annexure XXII, together with notes
to the Summary Statement of Consolidated Profits and Losses and Assets and Liabilities - Restated, as appearing in
Annexure XXIII and Annexure XXIV.

181
TITAN INDUSTRIES LIMITED - CONSOLIDATED
Annexure XXVI
Consolidated Segmental Reporting - Restated
For the six months period ended 30 September 2005
A. Primary Business Segments
Rs. in lakhs
Time Products Jewellery Corporate Total
Division Division (Unallocated)
Revenue
Net sales/income from segments
(There is no inter-segment revenue) 30004 33467 - 63471
Result
Profit / (loss) from segments before interest, other
income and taxes 4451 1845 (538) 5758
Add : Other income 211 61 9 281
Share of profits / (losses) of Associates (2179) - (1) (2180)
Profit / (loss) from segments before interest and taxes 2483 1906 (530) 3859
Less: Interest (net) 1250
Profit before taxes 2609
Taxes 680
Net Profit 1929

Other information
Segment Assets 51441 37729 3340 92510
Segment Liabilities 14865 19409 158 34432
Capital expenditure during the period
(including capital work-in-progress) 139 73 - 212
Depreciation / Amortisation 1281 274 57 1612

b) Secondary Geographical Segments

Rs. in lakhs
India West Indies Others Total
Revenue 59506 - 3965 63471
Segment Assets 79818 7423 5269 92510
Capital expenditure during the period
(including capital work-in-progress) 212 - - 212

Details of secondary geographical segments for individual markets outside India and West Indies are not disclosed as the
same do not account for more than 10% of the total segment revenues or results or assets.

182
 TITAN INDUSTRIES LIMITED

TITAN INDUSTRIES LIMITED - CONSOLIDATED

Annexure XXVI (Contd.)
Consolidated Segmental Reporting - Restated
For the year ended 31 March 2005
a) Primary Business Segments
Rs. in lakhs
Time Products Jewellery Corporate Total
Division Division (Unallocated)
Revenue
Net sales/income from segments
(There is no inter-segment revenue) 54527 53400 - 107927
Result
Profit / (loss) from segments before interest,
other income and taxes 7933 2493 (827) 9599
Add : Other income 896 84 70 1050
Share of profits/(losses) of Associates (4355) - (7) (4362)
Profit / (loss) from segments before interest and
taxes 4474 2577 (764) 6287
Less: Interest (net) 3357
Profit before taxes 2930
Taxes 764
Net Profit 2166

Other information
Segment Assets 52145 22974 4594 79713
Segment Liabilities 14217 13124 142 27483
Capital expenditure during the year
(including capital work-in-progress) 1150 177 - 1327
Depreciation / Amortisation 2838 641 44 3523

b) Secondary Geographical Segments

Rs. in lakhs
India Europe West Indies Others Total
Revenue 98990 789 - 8148 107927
Segment Assets 63810 2006 9830 4067 79713
Capital expenditure during the year
(including capital work-in-progress) 1327 - - - 1327

Details of secondary geographical segments for individual markets outside India, Europe and West Indies are not disclosed
as the same do not account for more than 10% of the total segment revenues or results or assets.

183
TITAN INDUSTRIES LIMITED - CONSOLIDATED
Annexure XXVI (Contd.)
Consolidated Segmental Reporting - Restated
For the year ended 31 March 2004
a) Primary Business Segments
Rs. in lakhs
Time Products Jewellery Corporate Total
Division Division (Unallocated)
Revenue
Net sales/income from segments
(There is no inter-segment revenue) 47472 42542 - 90014
Result
Profit / (loss) from segments before interest,
other income and taxes 5005 2027 (138) 6894
Add : Other income 3633 41 43 3717
Share of profits/(losses) of Associates (11) - 31 20
Profit / (loss) from segments before interest and taxes 8627 2068 (64) 10631
Less: Interest (net) 4219
Profit before taxes 6412
Taxes 200
Net Profit 6212

Other information
Segment Assets 58339 15995 4663 78997
Segment Liabilities 13512 4805 241 18558
Capital expenditure during the year
(including capital work-in-progress) 551 57 - 608
Depreciation / Amortisation 3365 508 - 3873

b) Secondary Geographical Segments

Rs. in lakhs
India Europe West Indies Others Total
Revenue 81390 1018 - 7606 90014
Segment Assets 57268 8628 6140 6961 78997
Capital expenditure during the year
(including capital work-in-progress) 608 - - - 608

Details of secondary geographical segments for individual markets outside India, Europe and West Indies are not disclosed as
the same do not account for more than 10% of the total segment revenues or results or assets.

184
 TITAN INDUSTRIES LIMITED

TITAN INDUSTRIES LIMITED - CONSOLIDATED

Annexure XXVI (Contd.)
Consolidated Segmental Reporting - Restated
For the year ended 31 March 2003
a) Primary Business Segments
Rs. in lakhs
Time Products Jewellery Corporate Total
Division Division (Unallocated)
Revenue
Net sales/income from segments
(There is no inter-segment revenue) 39922 34632 - 74554
Result
Profit / (loss) from segments before interest,
other income and taxes 3667 1354 (129) 4892
Add : Other income 563 10 927 1500
Share of profits / (losses) of Associates (659) - 145 (514)
Profit / (loss) from segments before interest and taxes 3571 1364 943 5878
Less: Interest (net) 4643
Profit before taxes 1235
Taxes 412
Net Profit 822

Other information
Segment Assets 55906 19086 5676 80668
Segment Liabilities 11821 6617 59 18497
Capital expenditure during the year
(including capital work-in-progress 1000 20 - 1020
Depreciation / Amortisation 3542 398 - 3940

b) Secondary Geographical Segments

Rs. in lakhs
India Others Total
Revenue 68690 5864 74554
Segment Assets 64978 15690 80668
Capital expenditure during the year (including capital
work-in-progress) 1020 - 1020

Details of secondary geographical segments for individual markets outside India are not disclosed as the same do not account
for more than 10% of the total segment revenues or results or assets.

185
TITAN INDUSTRIES LIMITED - CONSOLIDATED
Annexure XXVI (Contd.)
Consolidated Segmental Reporting - Restated
For the year ended 31 March 2002
a) Primary Business Segments
Rs. in lakhs
Time Products Jewellery Corporate Total
Division Division (Unallocated)
Revenue
Net sales/income from segments
(There is no inter-segment revenue) 40363 26649 - 67012
Result
Profit / (loss) from segments before interest,
other income and taxes 4406 1295 (433) 5268
Add : Other income 595 6 52 653
Share of profits / (losses) of Associates 39 - - 39
Profit / (loss) from segments before interest and taxes 5040 1301 (381) 5960
Less: Interest (net) 4978
Profit before taxes 982
Taxes 559
Net Profit 422

Other information
Segment Assets 54301 17278 2444 74023
Segment Liabilities 8815 3956 800 13571
Capital expenditure during the year
(including capital work-in-progress 1131 28 - 1159
Depreciation / Amortisation 2960 204 - 3164

b) Secondary Geographical Segments

Rs. in lakhs
India Others Total
Revenue 61110 5902 67012
Segment Assets 61288 12735 74023
Capital expenditure during the year (including capital work-in-progress) 1159 - 1159

Details of secondary geographical segments for individual markets outside India are not disclosed as the same do not account
for more than 10% of the total segment revenues or results or assets.

186
 TITAN INDUSTRIES LIMITED

TITAN INDUSTRIES LIMITED - CONSOLIDATED

Annexure - XXVII
Related Party Transactions
Related Party disclosures have been set out below.
Names of the related parties and description of relationship :
a) Promoters : Tamil Nadu Industrial Development Corporation Limited
Tata Sons Limited
b) Associates : Questar Investments Limited
Tanishq (India) Limited
Titan Holdings Limited
Titan Properties Limited
Titan Mechatronics Limited
Titan International Marketing Limited
Titan International (Middle East) FZE
Titan International Investments B.V.
Rockbourne Holding B.V. (from 31.03.2004)
Reader’s Digest Association Limited (upto 30.03.2004)
Samrat Holdings Limited (formerly RDI Print & Publishing Limited)
Titan Watch Company, Limited Hongkong (upto 30.03.2004)
Titan Watches & Jewellery International (Asia Pacific) Pte Limited (from 30.03.2004)
Titan TimeProducts Limited (from 31.05.2003 to 15.11.2004)
c) Joint Venture Company : Titan TimeProducts Limited (upto 30.05.2003)
d) Co-Venturer : Economic Development Corporation of Goa, Daman & Diu Limited (upto 30.05.2003)
e) Key Management Personnel : Mr. Bhaskar Bhat, Managing Director (Deputy Managing Director upto 31.03.2002)
Mr. Xerxes Desai
Vice Chairman & Managing Director (upto 31.03.2002)

187
TITAN INDUSTRIES LIMITED - CONSOLIDATED
Annexure - XXVII (contd.)
Related Party Transactions
Rs in lakhs
Sl. Nature of Transaction Six months Year ended March 31,
No. ended
September
30, 2005 2005 2004 2003 2002
1 Purchase of Components and raw materials
a) Associates - 3098.39 4314.72 3696.73 1249.51
b) Joint Venture Company - - - 898.55 918.84
2 Sale of components and finished goods
a) Associates 3115.27 11186.91 14,369.11 23524.77 20641.15
b) Promoters 0.08 39.42 97.36 - -
c) Joint Venture Company - - - 13.86 14.45
3 Royalty Income
a) Associates 168.85 323.39 389.58 456.52 428.79
4 Sale of Assets
a) Associates - 0.16 5974.86 - -
b) Joint Venture Company - - - 0.33 -
5 Purchase of Assets
a) Associates - - - 13.83 -
6 Reimbursement of expenses
a) Associates - 91.33 664.87 1207.90 743.94
b) Promoters 25.15 21.80 27.49 9.82 18.98
7 Interest income
a) Associates 241.69 379.29 411.33 458.20 244.13
8 Interest Expense
a) Associates 15.39 46.14 19.19 5.51 28.96
b) Promoters - - - 91.85 60.17
9 Rent paid
a) Promoters 15.36 30.72 33.28 31.74 37.60
10 Dividend received
a) Associates 0.60 29.69 29.14 898.76 40.63
b) Joint Venture Company - - - 4.50 4.50
11 Dividend paid
a) Associates 2.24 155.99 180.64 293.66 45.26
b) Promoters 302.62 151.31 149.23 223.85 388.01
12 Sitting fees paid
a) Promoters 0.60 1.60 1.15 0.85 0.62
b) Co-Venturer - - - 0.03 0.03
13 Purchase of investments - equity shares
a) Associates - - 923.30 2246.90 -
14 Sale of investments - equity shares
a) Associates - - 0.56 - -

188
 TITAN INDUSTRIES LIMITED

Sl. Nature of Transaction Six months Year ended March 31,

No. ended
September
30, 2005 2005 2004 2003 2002
15 Guarantees and letter of comfort given to banks
a) Associates - - 1500.00 3200.00 3739.00
16 Intercorporate deposits taken
a) Associates 1835.00 2090.00 1590.00 300.00 1545.00
b) Promoters - - - 3060.00 4280.00
17 Intercorporate deposits repaid
a) Associates 1230.00 880.00 1590.00 300.00 1545.00
b) Promoters - - - 5640.00 1700.00
18 Investments made in preference shares
a) Associates 600.00 389.06 1559.23 - 3594.90
19 Sale of Investments - Preference shares
a) Associates - 716.65 160.34 - 1042.50
20 Subscription to preference shares
a) Associates - 566.90 320.94 - -
21 Preference shares allotted
a) Associates - 200.00 3670.00 850.00 3110.00
22 Preference shares redeemed
a) Associates - 1150.00 2750.00 1000.00 2230.00
23 Brand Equity Subscription
a) Promoters 117.66 160.00 70.15 5.00 100.31
24 Recovery of expenses
a) Associates - 22.80 529.34 697.21 483.37
b) Joint Venture Company - - - 4.56 2.74
25 Rendering of services
a) Associates - 9.48 65.42 85.46 70.49
b)Joint Venture Company - - - 14.62 7.97
26 Loans (net) (-) repaid / disbursed
a) Associates 383.63 (-) 853.39 5192.94 (-) 1288.45 2053.82
27 Managerial Remuneration
a) Key Management Personnel 43.62 72.09 53.05 39.66 147.77
28 Advertising / Trademark advances
(net) (-) repaid / (reimbursed)
a) Associates (-) 436.36 818.61 (-) 687.31 2788.23 1414.24
29 Construction of Infrastructure
a) Associates - - - 499.84 -
30 Construction of Building
a) Associates - - - - 695.22
31 Income from services
a) Associates - - - 27.52 143.02
32 Consultancy services
a) Promoters - - - 17.15 -
33 Bill discounting
a) Associates - - - - 1999.37
34 Share application deposit
a) Associates - - - 466.38 -

189
TITAN INDUSTRIES LIMITED - CONSOLIDATED
Annexure - XXVII (contd.)
Related Party Transactions
Balance as on balance sheet date
Rs in lakhs
Sl. Nature of Transaction As at As at March 31,
No. September
30, 2005 2005 2004 2003 2002
1 Debit balance
a) Promoters - 1.52 1.42 - -
b) Associates 18675.48 21713.69 25382.25 21925.37 17377.35
c) Joint Venture Company - - - 16.47 64.74
d) Co-Venturer - - - - -
e) Key Management Personnel - - - - -
Total 18675.48 21715.21 25383.67 21941.84 17442.09
2 Guarantees and letter of comfort given to banks
a) Promoters - - - - -
b) Associates 375.00 750.00 2680.00 3787.83 5738.37
c) Joint Venture Company - - - - -
d) Co-Venturer - - - - -
e) Key Management Personnel - - - - -
Total 375.00 750.00 2680.00 3787.83 5738.37
3 Credit balance
a) Promoters 104.59 160.03 75.86 9.21 2781.25
b) Associates 2713.49 2874.57 1091.81 470.91 -
c) Joint Venture Company - - - 1.32 21.39
d) Co-Venturer - - - - -
e) Key Management Personnel 19.20 31.20 19.80 12.00 89.33
Total 2837.28 3065.80 1187.47 493.44 2891.97

190
 TITAN INDUSTRIES LIMITED

TITAN INDUSTRIES LIMITED - CONSOLIDATED

Annexure - XXVII (contd.)
Related Party Transactions
The above includes the following material related party transactions:
Rs in lakhs
Sl. Nature of Transaction Six months Year ended March 31,
No. Ended
September
30,2005 2005 2004
1 Purchase of Components and raw materials
a) Associate {Tanishq (India) Limited} - 1818.15 2634.97
b) Associate {Titan TimeProducts Limited} - 1280.24 1679.75
2 Sale of components and finished goods
a) Associate {Titan International (Middle East) FZE} 1958.18 5931.90 5634.94
b) Associate {Tanishq (India) Limited} - 3431.06 8525.02
c) Associate {Titan Watches & Jewellery International
(Asia Pacific) Pte Limited} 1152.22 1731.95 -
3 Royalty income
a) Associate {Titan International Marketing Limited} 105.60 202.34 389.58
b) Associate {Titan International (Middle East) FZE } 61.04 116.80 -
4 Interest income
a) Associate {Titan International Investments B.V.} 37.99 127.66 204.88
b) Associate {Rockbourne Holdings B.V.} 201.56 215.99 -
5 Dividend paid
a) Promoters {Tamil Nadu Industrial Development Corporation Limited} 235.69 117.85 117.85
b) Associate {Samrat Holdings Limited} 1.50 148.27 119.06
6 Intercorporate deposits taken
a) Associate {Samrat Holdings Limited} 1835.00 2060.00 1550.00
7 Intercorporate deposits repaid
a) Associate {Samrat Holdings Limited} 1230.00 850.00 1550.00
8 Purchase of Investments - Preference shares
a) Associate {Titan International Investments B.V.} - 170.36 1559.23
b) Associate {Rockbourne Holdings B.V.} - 218.70 -
c) Associate {Titan Holdings Limited} 600.00 - -
9 Subscription to preference shares
a) Associate {Titan International Investments B.V.} - 566.96 320.94
10 Sale of investments - Preference shares
a) Associate {Titan International Investments B.V.} - 716.95 -
b) Associate {Rockbourne Holdings B.V.} - - 160.34

191
 Sl. Nature of Transaction Six months Year ended March 31,
No. ended
September
30,2005 2005 2004
11 Preference shares allotted
a) Associate {Samrat Holdings Limited} - 200.00 2900.00
b) Associate {Titan Holdings Limited} - - 600.00
12 Preference shares redeemed
a) Associate {Samrat Holdings Limited} - 1100.00 945.00
b) Associate {Titan Holdings Limited} - - 1440.00
13 Brand Equity Subscription
a) Promoters {Tata Sons Limited} 117.66 160.00 70.15
14 Advertising / Trademark advances (net) (-) repaid / reimbursed
a) Associate {Titan International Investments B.V.} (-) 637.32 649.63 (-) 1003.15
b) Associate {Titan International Marketing Limited} 201.03 168.98 315.84
15 Loans (net) (-) repaid / disbursed
a) Associate {Titan Holdings Limited} - - (-) 738.00
b) Associate {Titan International Marketing Limited} (-) 247.77 (-) 567.42 (-) 1862.46
c) Associate {Titan International (Middle East) FZE } 59.46 261.70 180.72
d) Associate {Titan International Investments B.V.} 540.69 (-) 4207.04 1731.43
e) Associate {Rockbourne Holdings B.V.} 29.16 3633.50 6133.12
16 Sale of assets
a) Associate {Rockbourne Holdings B.V.} - - 5972.77
17 Sale of investments - Equity shares
a) Associate {Titan International Investments B.V.} - - 923.30
18 Guarantees given to Banks
b) Associate {Tanishq (India) Limited} - - 1500.00

The above material transactions disclosure are required to be made as per the Accounting Standard Interpretation - 13 (ASI
13) issued by the Institute of Chartered Accountants of India. Since ASI-13 was not effective prior to April 1, 2003, the disclosures
as prescribed under the said ASI-13 have been made prospectively from year ended March 31, 2004.

192
 TITAN INDUSTRIES LIMITED

Selected Financial Data (As Per Unconsolidated Restated Summary Financial Statements Under Indian GAAP)
Summary Statement of Profits and Losses – Restated
Rs. in lakhs
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003 2002 2001

INCOME
Gross Sales :
-of products manufactured by the Company 64964.68 111193.39 95301.74 79407.93 72145.56 69391.31
-of products traded in by the Company ......... 1598.45 2272.69 550.73 381.71 332.80 298.95
Total ................................................................. 66563.13 113466.08 95852.47 79789.64 72478.36 69690.26
Less: Excise duty ............................................ 3057.61 5470.90 6363.76 6195.89 6027.15 6241.54
Net sales .......................................................... 63505.52 107995.18 89488.71 73593.75 66451.21 63448.72
Other Income ................................................... 108.04 272.63 208.68 1039.97 224.34 1163.24
Increase / (Decrease) in Inventory ................. 9811.80 8790.97 3466.82 503.69 (1883.62) (2826.77)
Total Income ................................................... 73425.36 117058.78 93164.21 75137.41 64791.93 61785.19
EXPENDITURE
Raw Materials Consumed ............................... 46005.80 72040.75 58104.27 46808.45 37714.14 33982.60
Purchase of Finished Goods .......................... 2886.53 2988.98 1243.42 514.66 208.81 136.70
Staff Cost ......................................................... 6033.08 10701.68 9457.75 7675.01 7631.55 7406.51
Other Manufacturing Expenses ...................... 1479.40 3079.13 2052.02 1802.10 1608.25 1890.17
Administration Expenses ................................ 3680.33 6626.14 4822.03 3870.12 3900.79 3732.22
Advertising ....................................................... 4847.47 7689.46 5982.21 4744.08 3654.84 4009.51
Other Selling & Distribution Expenses ........... 1348.53 2143.30 1690.12 1496.75 1303.10 1193.86
Interest ............................................................. 1177.56 3091.74 3762.18 4134.67 4626.64 4784.02
Depreciation ..................................................... 962.35 1961.26 2147.38 2113.78 2327.99 2092.80
Total Expenditure .......................................... 68421.05 110322.44 89261.38 73159.62 62976.11 59228.39
Profit before Exceptional Items ...................... 5004.31 6736.34 3902.83 1977.79 1815.82 2556.80
Exceptional Items ............................................ 1773.00 3500.00 2500.00 1000.00 - -
Profit before Tax- before Restatement ....... 3231.31 3236.34 1402.83 977.79 1815.82 2556.80
Adjustments : ...................................................
Effect of change in Accounting policies/estimates - 119.09 38.91 11.72 93.69 (80.47)
Profit Before Tax-after Restatement ........... 3231.31 3355.43 1441.74 989.51 1909.51 2476.33
Total Provision for Tax before restatement ... 667.93 741.45 284.78 356.78 506.46 209.16
Effect on Tax due to restatement ................... (9.17) 46.42 (212.05) 8.43 32.91 (148.69)
Total provision for tax after restatement ... 658.76 787.87 72.73 365.21 539.37 60.47
Net Profit after Tax – Restated .................... 2572.55 2567.56 1369.01 624.30 1370.14 2415.86
Balance brought forward – Restated 2953.25 1874.15 1385.57 1625.05 1127.67 3760.91
Less : Deferred Tax liability of earlier years .. - - - - (206.20) 3119.06
Profit available for Appropriation- Restated 5525.80 4441.71 2754.58 2249.35 2704.01 3057.71
APPROPRIATION ...........................................
General Reserve ............................................. - 205.16 28.79 19.75 65.47 234.76
Dividend on preference shares ...................... 138.38 281.39 332.15 367.10 352.96 395.83
Proposed Dividend on equity shares ............. - 845.53 422.76 422.76 634.14 1099.18
Tax on dividends ............................................. 19.41 156.38 96.73 54.17 26.39 200.27
Balance carried forward – restated ................ 5368.01 2953.25 1874.15 1385.57 1625.05 1127.67
Total ................................................................. 5525.80 4441.71 2754.58 2249.35 2704.01 3057.71
The above statement should be read with significant accounting policies appearing in Annexure IV on page 126 of this Letter
of Offer , together with notes to the summary statement of profits and losses and assets and liabilities, as restated, as appearing
in Annexure V on page 128 of this Letter of Offer and Annexure VI on page 133 of this Letter of Offer.

193
Summary Statement of Assets and Liabilities - Restated
Rs. in lakhs
As at Year ended March 31,
September
30, 2005 2005 2004 2003 2002 2001
A Fixed Assets :
Gross Block at cost .................................... 40270.05 40007.44 39341.19 38174.25 37813.75 36622.92
Less : Depreciation ..................................... 24328.54 23494.55 22011.51 20052.89 18132.46 16061.93
Net block ..................................................... 15941.51 16512.89 17329.68 18121.36 19681.29 20560.99
Advance on capital account and capital
work in progress, at cost ............................ 2453.68 978.29 406.59 965.67 326.34 360.71
Total Fixed Assets .................................... 18395.19 17491.18 17736.27 19087.03 20007.63 20921.70
B Investments ............................................... 3302.03 2702.03 2758.33 3709.33 2462.43 2308.51
C Current Assets, Loans and Advances
Inventories .................................................. 41417.57 27161.82 16411.91 14191.74 12481.90 14622.75
Sundry Debtors ........................................... 8979.01 7708.96 14816.17 18638.08 20774.99 15903.74
Cash and bank balances ........................... 3928.20 4400.91 2714.69 2399.08 1732.98 2751.69
Loans and Advances .................................. 15005.37 17213.55 19286.19 21685.60 19731.60 15041.52
Total Current Assets, Loans and Advances 69330.15 56485.24 53228.96 56914.50 54721.47 48319.70
D Total Assets (A+B+C) .............................. 91027.37 76678.45 73723.56 79710.86 77191.53 71549.91
E Liabilities and Provisions
Secured Loans ........................................... 21767.75 19335.67 20390.76 12680.26 21008.32 23548.83
Unsecured Loans ....................................... 14704.56 12466.81 20310.32 34026.32 23320.99 18652.28
Deferred Tax Liabilities .............................. 2398.98 2840.22 3236.28 4256.49 4184.31 4442.99
Current Liabilities and Provisions .............. 33961.79 26761.15 17094.66 17979.04 13162.66 9449.28
Total Liabilities and Provisions .............. 72833.08 61403.85 61032.02 68942.11 61676.28 56093.38
F Net Worth (D-E) ......................................... 18194.29 15274.60 12691.54 10768.75 15515.25 15456.53
G Represented by ..........................................
1) Share Capital :
Equity Share Capital .................................. 4227.63 4227.63 4227.63 4227.63 4227.63 4227.63
Preference Share Capital ........................... 4000.00 4000.00 4000.00 4000.00 4000.00 4000.00
2) Reserves and surplus :
Capital Reserve .......................................... 13.23 13.23 13.23 13.23 13.23 13.23
Share premium account ............................. 6172.69 6172.69 6172.69 6172.69 6172.69 6172.69
General Reserve ........................................ 348.18 348.18 143.02 114.23 94.48 235.21
Profit and Loss Account ............................. 5368.01 2953.25 1874.15 1385.57 1625.05 1127.67
Less : Miscellaneous Expenditure
(to the extent not written off or adjusted) .. (1935.45) (2440.38) (3739.18) (5144.60) (617.83) (319.90)
Net Worth ................................................... 18194.29 15274.60 12691.54 10768.75 15515.25 15456.53
The above statement should be read with significant accounting policies appearing in Annexure IV on page 126 of this Letter
of Offer, together with notes to the summary statement of profits and losses and assets and liabilities, as restated, as appearing
in Annexure V on page 128 of this Letter of Offer and VI on page 133 of this Letter of Offer.

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 TITAN INDUSTRIES LIMITED

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations Of Titan Industries Limited
In Accordance With Unconsolidated Indian GAAP
You should read the following discussion of our financial condition and results of operations together with our audited/examined
unconsolidated restated financial statements under Indian GAAP including the schedules, annexure and notes thereto and
the reports thereon, which appears on page 193 of this Letter of Offer. You should also read the section titled “Risk Factors”
beginning on page 4 of this Letter of Offer, which discusses a number of factors and contingencies that could impact our
financial condition, results of operations and cash flows. The following discussion relates to Titan Industries Limited on a
stand-alone basis. Our financial statements have been prepared in accordance with Indian GAAP, the accounting standards
referred to in Section 211(3C) of the Companies Act and the other applicable provisions of the Companies Act. The following
discussion is also based on internally prepared statistical information and publicly available information. Unless otherwise
stated, the financial information used in this section is derived from our audited unconsolidated financial statements under
Indian GAAP, as restated.
Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the 12-month period ended
March 31 of that year and all references to first half of a fiscal year refers to the six-month period ended September 30 of that
year. In this section only, any reference to “we”, “us” or “our” refers to Titan Industries Limited, on an unconsolidated basis.
OVERVIEW
We were incorporated in 1984 as a joint venture between the TATA group and Tamil Nadu Industrial Development Corporation
(TIDCO), a Government of Tamil Nadu undertaking. We have been engaged in the manufacture and marketing of quartz
watches since 1987 and are now considered to be India’s leading watch manufacturer. Our business activities cover watches,
jewellery, precision engineering, accessories and licensed products and international marketing operations.
We have a wide range of products, which are classified on the basis of design, function and price points. In 1987 we began
manufacturing and retailing of watches, under the brand name Titan and thereafter under the brand names Sonata, Fastrack
and Nebula. We have recently entered the segment of premium fashion watches by acquiring a license for global brands such
as Tommy Hilfiger. In 1994 we diversified into manufacturing and marketing precious jewellery under the brand name Tanishq.
Tanishq started in 1994 by manufacturing and marketing 18 Karat studded jewellery and in 1997 also began manufacturing
and marketing 22 Karat plain gold jewellery. We are also supplying certain precision engineering components and automation
equipment to industrial buyers particularly in the automobile and aerospace industries. In 2002 we diversified into fashion
eyewear by launching Fastrack I-Gear sunglasses.
For our business processes, we employ around 3,134 personnel. Our main manufacturing and assembly facilities for our
watches, jewellery and precision engineering businesses are located at Hosur in Tamil Nadu. We also have a watch assembly
unit at Dehradun in Uttaranchal, Baddi in Himachal Pradesh and a unit owned by our subsidiary, TTPL in Goa which produces
electronic circuitry for quartz watches. To cater to the manufacturing requirements of export-based business in the precision
engineering division, we have an operating unit as Bommasandra, Bangalore.
We currently have 3 operating divisions namely the:
1. Time Products Division (Watches and Precision Engineering);
2. Jewellery Division (Tanishq); and
3. International Business Division
The Time Products Division and the Jewellery Division were set up in 2000. In 2004 we constituted the International Business
Division for handling our businesses in overseas markets. Each of our operating divisions is further classified into different
strategic business units (SBUs) for different product groups. For more information, please refer to section titled “Business” on
page 55 of this Letter of Offer.
However, for the purpose of our financial statements, our results of operations have been consolidated under two major
divisions– the Time Products Division and the Jewellery Division. The Titan and Sonata strategic business units (“SBU”) are
the major contributors to the revenues of the Time Products Division. The Time Products Division also includes the Accessories
and Licensing, Precision Engineering and Retail Group SBUs. The Jewellery Division comprises solely of the revenues generated
from Tanishq.
The revenues generated from the International Business Division is classified either under the Time Products Division or the
Jewellery division based on the type of product (i.e. watches or jewellery) sold overseas.
The functional currency of the Company is Indian Rupee. All our transactions denominated in foreign currency are recorded at
the exchange rate prevailing on the date of transaction. Foreign currency liabilities are translated at exchange rates prevailing
on the last working day of the accounting year or forward cover rates, as applicable.

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Factors effecting results of operations
Several factors have affected our results of operations, financial condition and cash flow significantly over the past three
years. These factors include:

General economic condition in India and large global markets;

Changes in our pricing policies or those of our competitors;

Our ability to successfully anticipate and offer products that our customers demand;

Our ability to successfully launch new products on a timely basis to reduce our cost structure, including fixed costs, to
streamline our operations and to reduce product costs;

The timing of our or our competitors’ new products or product enhancements or any delays in such introductions by us;
and

Macro economic changes affecting the purchasing power of our customers.
These factors and a number of future developments may affect our results of operations, financial condition and cash flow in
future periods. For more details please refer to section titled “Risk Factors” on page 4 of this Letter of Offer.
RESULTS OF OPERATIONS
Income
The following table sets forth certain financial information as a percentage of our total income for the periods indicated
(Rs. in lakhs)
Six % Of Year % Of Year % Of Year % Of
months Total ended Total ended Total ended Total
ended Income March Income March Income March Income
September 31,2005 31, 2004 31, 2003
ended
30,2005
INCOME
Gross Sales :
- of products manufactured
by the Company 64964.68 88.48% 111193.39 94.99% 95301.74 102.29% 79407.93 105.68%
- of products traded in
by the Company 1598.45 2.18% 2272.69 1.94% 550.73 0.59% 381.71 0.51%
Total 66563.13 90.65% 113466.08 96.93% 95852.47 102.89% 79789.64 106.19%
Less: Excise duty 3057.61 4.16% 5470.90 4.67% 6363.76 6.83% 6195.89 8.25%
Net sales 63505.52 86.49% 107995.18 92.26% 89488.71 96.05% 73593.75 97.95%
Other Income 108.04 0.15% 272.63 0.23% 208.68 0.22% 1039.97 1.38%
Increase / (Decrease)
in Inventory 9811.80 13.36% 8790.97 7.51% 3466.82 3.72% 503.69 0.67%
Total Income 73425.36 117058.78 93164.21 75137.41
EXPENDITURE
Raw Materials Consumed 46005.80 62.66% 72040.75 61.54% 58104.27 62.37% 46808.45 62.30%
Purchase of Finished Goods 2886.53 3.93% 2988.98 2.55% 1243.42 1.33% 514.66 0.68%
Staff Cost 6033.08 8.22% 10701.68 9.14% 9457.75 10.15% 7675.01 10.21%
Other Manufacturing Expenses 1479.40 2.01% 3079.13 2.63% 2052.02 2.20% 1802.10 2.40%
Administration Expenses 3680.33 5.01% 6626.14 5.66% 4822.03 5.18% 3870.12 5.15%
Advertising 4847.47 6.60% 7689.46 6.57% 5982.21 6.42% 4744.08 6.31%
Other Selling & Distribution Expenses 1348.53 1.84% 2143.30 1.83% 1690.12 1.81% 1496.75 1.99%
Interest 1177.56 1.60% 3091.74 2.64% 3762.18 4.04% 4134.67 5.50%
Depreciation 962.35 1.31% 1961.26 1.68% 2147.38 2.30% 2113.78 2.81%
Total Expenditure 68421.05 93.18% 110322.44 94.25% 89261.38 95.81% 73159.62 97.37%

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Six % Of Year % Of Year % Of Year % Of

months Total ended Total ended Total ended Total
ended Income March Income March Income March Income
September 31,2005 31, 2004 31, 2003
ended
30,2005
Profit before Exceptional Items 5004.31 6.82% 6736.34 5.75% 3902.83 4.19% 1977.79 2.63%
Exceptional Items 1773.00 2.41% 3500.00 2.99% 2500.00 2.68% 1000.00 1.33%
Profit before Tax- before
Restatement 3231.31 4.40% 3236.34 2.76% 1402.83 1.51% 977.79 1.30%
Adjustments :
Effect of change in Accounting
policies/estimates - 119.09 0.10% 38.91 0.04% 11.72 0.02%
Profit Before Tax-after Restatement 3231.31 4.40% 3355.43 2.87% 1441.74 1.55% 989.51 1.32%

Total Provision for Tax

before restatement 667.93 0.91% 741.45 0.63% 284.78 0.31% 356.78 0.47%
Effect on Tax due to restatement (9.17) -0.01% 46.42 0.04% (212.05) -0.23% 8.43 0.01%
Total provision for tax
after restatement 658.76 0.90% 787.87 0.67% 72.73 0.08% 365.21 0.49%
Net Profit after Tax – Restated 2572.55 3.50% 2567.56 2.19% 1369.01 1.47% 624.30 0.83%
Balance brought forward – Restated 2953.25 4.02% 1874.15 1.60% 1385.57 1.49% 1625.05 2.16%
Less : Deferred Tax liability
of earlier years - - - -
Profit available for
Appropriation- Restated 5525.80 7.53% 4441.71 3.79% 2754.58 2.96% 2249.35 2.99%
APPROPRIATION
General Reserve - 205.16 0.18% 28.79 0.03% 19.75 0.03%
Dividend on preference shares 138.38 0.19% 281.39 0.24% 332.15 0.36% 367.10 0.49%
Proposed Dividend on equity shares - 845.53 0.72% 422.76 0.45% 422.76 0.56%
Tax on dividends 19.41 0.03% 156.38 0.13% 96.73 0.10% 54.17 0.07%
Balance carried forward – restated 5368.01 7.31% 2953.25 2.52% 1874.15 2.01% 1385.57 1.84%
Total 5525.80 7.53% 4441.71 3.79% 2754.58 2.96% 2249.35 2.99%
Income
Our total income comprises of net sales, other income and increase/(decrease) in inventory. Our net sales is gross sales less
excise duty.
Revenues
The break-up of revenues between the Time Products Division and the Jewellery Division is as follows:
(Rs. in lakhs)
Net Sales Six % of Fiscal % of Fiscal % of Fiscal % of
months Net 2005 Net 2004 Net 2003 Net
ended Sales Sales Sales Sales
September (%) (%) (%) (%)
30, 2005
Time Products 30,040 47.30 54,595 50.55 46,962 52.48 39,091 53.12
Jewellery 33,466 52.70 53,400 49.45 42,527 47.52 34,503 46.88
Total 63,506 100 1,07,995 100 89,489 100 73,594 100
The Jewellery Division’s sales as a percentage of net sales has increased year on year.

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Other Income
Our other income was Rs. 108.04 lakhs, Rs. 272.63 lakhs, Rs. 208.68 lakhs, and Rs. 1039.97 lakhs for the six months ended
September 30, 2005, fiscal 2005, fiscal 2004 and fiscal 2003 respectively. Other income as a percentage of total income was
0.15%, 0.23%, 0.22%, and 1.38% for the six months ended September 30, 2005, fiscal 2005, fiscal 2004 and fiscal 2003
respectively.
Expenses
Raw materials consumed
Raw materials consumed as a percentage of total income was 62.66%, 61.54%, 62.37% and 62.30% for the six months ended
September 30, 2005, fiscal 2005 fiscal 2004 and fiscal 2003, respectively. Raw materials consumed include gold and other
precious metals, brass, steel, components and assemblies, precious and semi precious stones and sundry charges.
Purchase of finished goods
Purchases of finished goods as a percentage of total income was 3.93%, 2.55%, 1.33% and 0.68% for the six months ended
September 30, 2005, fiscal 2005, fiscal 2004 and fiscal 2003, respectively. Purchases of finished goods include products that
are traded by the Company including Fastrack eyegear and Tommy Hilfiger watches.
Staff Cost
Staff cost as a percentage of total income was 8.22%, 9.14%, 10.15% and 10.21% for the six months ended September 30,
2005, fiscal 2005, fiscal 2004 and fiscal 2003, respectively. Staff cost includes salaries and wages, contributions to provident
and other funds, deferred revenue expenditure written off including voluntary retirement schemes (VRS), gratuity and welfare
expenses.
Other manufacturing expenses
Other manufacturing expenses as a percentage of total income was 2.01%, 2.63%, 2.20% and 2.40% for the six months
ended September 30, 2005, fiscal 2005, fiscal 2004 and fiscal 2003, respectively. Other manufacturing expenses include
expenses incurred on power, fuel, maintenance, travel, insurance, communication, rates and taxes.
Administration expenses
Administration expenses as a percentage of total income was 5.01%, 5.66%, 5.18% and 5.15% for the six months ended
September 30, 2005, fiscal 2005, fiscal 2004 and fiscal 2003, respectively. Administration expenses includes rent, maintenance,
travel, insurance, communication expenses, power, rates and taxes.
Advertising
Advertising as a percentage of total income was 6.60%, 6.57%, 6.42% and 6.31% for the six months ended September 30,
2005, fiscal 2005, fiscal 2004 and fiscal 2003 respectively. Operating in the retail business for branded products, we need
incur substantial advertising cost to establish new product variants and brand extensions in the markets.
Other selling and distribution expenses
Other selling and distribution expenses as a percentage of total income was 1.84%, 1.83%, 1.81% and 1.99% for the six
months ended September 30, 2005, fiscal 2005, fiscal 2004 and fiscal 2003, respectively.
Interest
Interest as a percentage of total income was 1.60%, 2.64%, 4.04% and 5.50%. for the six months ended September 30, 2005,
fiscal 2005, fiscal 2004 and fiscal 2003 respectively. Interest comprises mainly of interest expense on our bank debt facilities
and short-term working capital loans. For more information, please refer to section titled “Description of Certain Indebtedness”
on page 240 of this Letter of Offer.
Depreciation
Depreciation as a percentage of total income for the six months ended September 30, 2005 was 1.31%, for fiscal 2005 it was
1.68% and for fiscal 2004 it was 2.30%. Depreciation relates principally to depreciation of our buildings, plant and machinery,
furniture, vehicles and IT facilities and equipments.

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RESULTS OF OPERATIONS
RESULTS OF OPERATIONS — SIX MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO FISCAL 2005
REVENUES
Total Income
Our total income was Rs. 73,425.36 lakhs in the six months ended September 30, 2005, which represented 62.73 % of our
total income of Rs. 1,17,058.78 lakhs in fiscal 2005. Our net sales for six months ended September 30, 2005 was Rs. 63,505.52
lakhs as compared to Rs. 1,07,995.18 lakhs for fiscal 2005. During the six months ended September 30, 2005, our net sales
for the Time Products Division and Jewellery Division were Rs. 30,040 lakhs and Rs. 33466 lakhs respectively. During the six
months ended September 30, 2005, our net sales in the Time Products Division and Jewellery Division were 47.30% and
52.70% respectively and our net sales in fiscal 2005 in the Time Products Division and Jewellery Division were 50.55% and
49.45% respectively, of our total net sales. The revenues in the six months ended September 30, 2005 reflects a shift in the
revenue mix from the Time Products Division to the Jewellery Division.
Other Income
Our other income in the six months ended September 30, 2005 was Rs. 108.40 lakhs, which represented 0.15% of our total
revenues, as compared to Rs. 272.63 lakhs in fiscal 2005, which represented 0.23% of our total revenues, for fiscal 2005.
The inventory in six months ended September 30, 2005 increased by Rs. 14,255.75 lakhs over the end of fiscal 2005. This
build up in inventory was due to the upcoming festival season where historically we have witnessed an increase in sales.
EXPENDITURE
Raw materials consumed
Our cost of raw materials consumed in the six months ended September 30, 2005 was 46,005.80 lakhs, or 63.86 % of our cost
of raw materials consumed in fiscal 2005. Our cost of raw materials represented 62.66% and 61.54% of our total income in the
six months ended September 30, 2005 and fiscal 2005 respectively. Our cost or raw materials consumed as a percentage of
net sales increased in the six months ended September 30, 2005 due to an overall rise in the prices of raw materials.
Purchase of finished goods
The purchase of finished goods in the six months ended September 30, 2005 was Rs. 2,886.53 lakhs, or 96.57% of purchase
of finished goods in fiscal 2005. Purchase of finished goods represented 3.93% and 2.55% of our net sales in the six months
ended September 30, 2005 and fiscal 2005 respectively. The increase in purchase of finished goods was due to an increase
in the traded merchandise e.g. Fastrack sunglasses and Tommy Hilfiger watches.
Staff Costs
Our staff cost in the six months ended September 30, 2005 was Rs. 6,033.08 lakhs, or 56.39 % of the staff cost in fiscal 2005.
Staff cost represented 8.22% and 9.14% of our total income in the six months ended September 30, 2005 and fiscal 2005
respectively.
Other manufacturing expenses
Other manufacturing expenses in the six months ended September 30, 2005 were Rs. 1,479.40 lakhs, or 48.05% of other
manufacturing expenses in fiscal 2005. Other manufacturing expenses as a percentage of total income decreased to 2.01% in
six months ended September 30, 2005 from 2.63% in fiscal 2005.
Administration expenses
Administration expenses in the six months ended September 30, 2005 were Rs. 3680.33 lakhs, or 55.54% of other manufacturing
expenses in fiscal 2005. Administration expenses as a percentage of total income decreased to 5.01% in six months ended
September 30, 2005 from 5.66% in fiscal 2005.
Advertising
Advertising expenses in the six months ended September 30, 2005 was Rs. 4,847.47 lakhs, or 63.04% of other manufacturing
expenses in fiscal 2005. Advertising expenses as a percentage of total income was 6.60 % in the six months ended September
30, 2005 and 6.57 % in fiscal 2005. The advertising expenses as a percentage of total income were nearly the same in the six
months ended September 30, 2005 and fiscal 2005.

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Interest
Interest expense in the six months ended September 30, 2005 was Rs. 1177.56 lakhs, or 38.09% of interest expenses in fiscal
2005. Interest expenses as a percentage of total income decreased to 1.60% in six months ended September 30, 2005 from
2.64% in fiscal 2005. The interest expense decreased because we repaid our previous borrowings and entered into new loan
agreements at a lower rate of interest.
Depreciation
Depreciation expenses in the six months ended September 30, 2005 were Rs. 962.35 lakhs, or 49.07% of depreciation
expenses in fiscal 2005. Depreciation expenses in six months ended September 30, 2005 were Rs. 962.35 lakhs as compared
to 1,961.26 lakhs in fiscal 2005. Depreciation expenses as a percentage of total income decreased to 1.31% in six months
ended September 30, 2005 from 1.68% in fiscal 2005.
Profit before exceptional items
Our profit before exceptional items in the six months ended September 30, 2005 was 5004.31 lakhs as compared to 6,736.34
lakhs in fiscal 2005. Profit before exceptional items as a percentage of total income increased to 6.82% in the six months
ended September 30, 2005 from 5.75% in fiscal 2005. This increase is due to changes in various revenue and cost items as
discussed above.
Exceptional items
Exceptional items in the six months ended September 30, 2005 was Rs. 1773.00 lakhs as compared to Rs. 3500.00 lakhs in
fiscal 2005. For the six months ended September 30, 2005 the exceptional items, comprised of provision for certain loans and
advances to overseas Subsidiaries/Associates.
Profit before Tax – before restatement
Profit before Tax before restatement in the six months ended September 30, 2005 was 3,231.31 lakhs as compared to 3,236.34
lakhs in fiscal 2005. Profit before Tax before restatement as a percentage of total income increased to 4.40% in six months
ended September 30, 2005 from 2.76% in fiscal 2005.
Profit before Tax – after restatement
Profit before Tax after restatement in the six months ended September 30, 2005 was 3,231.31 lakhs as compared to 3,355.43
lakhs in fiscal 2005. Profit before Tax after restatement as a percentage of total income increased to 4.40 % in six months
ended September 30, 2005 from 2.87 % in fiscal 2005.
Total provision for tax after restatement
Total provision for tax after restatement in the six months ended September 30, 2005 was 658.76 lakhs as compared to 787.87
lakhs in fiscal 2005. Total provision for tax after restatement in the six months ended September 30, 2005 and fiscal 2005 was
20.39% and 23.48% respectively of the Profit before Tax after restatement.
Net Profit after tax – restated
Net Profit after tax, restated in the six months ended September 30, 2005 was 2,572.55 lakhs as compared to 2,567.56 lakhs
in fiscal 2005. Net Profit after tax, restated as a percentage of total income increased to 3.50% in the six months ended
September 30, 2005 from 2.19% in fiscal 2005.
RESULTS OF OPERATIONS — FISCAL 2005 COMPARED TO FISCAL 2004
REVENUES
Total Income
Our total income in fiscal 2005 was Rs. 1,17,058.78 lakhs as compared to Rs. 93,164.21 lakhs in fiscal 2004 which was an
increase of 25.65%.
Our net sales for fiscal 2005 were Rs. 1,07,995.18 lakhs as compared to Rs. 89,488.71 lakhs for fiscal 2004 which is an
increase of 20.68%. Our net sales increased in fiscal 2005 due to an increase in sales of the Time Products Division from
Rs. 46,962 lakhs in fiscal 2004 to Rs. 54,595 lakhs in fiscal 2005 which was an increase of 16.25% and an increase in the
sales of the Jewellery Division from Rs. 42,527 lakhs in fiscal 2004 to Rs. 53,400 lakhs in fiscal 2005 which was an increase
of 25.56%. The Time Products Division contributed 49.45% to the net sales while the Jewellery Division contributed 50.55% to
the net sales in fiscal 2005.

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Our other income in fiscal 2005 was Rs. 272.63 lakhs as compared to Rs. 208.68 lakhs for fiscal 2004 which was an increase
of 30.64%. Our other income increased in fiscal 2005 primarily due to an increase in income from interest on staff loans,
vendor advances and bank deposits from Rs. 112.06 lakhs in fiscal 2004 to Rs. 145.29 lakhs in fiscal 2005 which was an
increase of 29.65% and an increase in miscellaneous income from Rs. 64.95 lakhs in fiscal 2004 to Rs. 83.77 lakhs in fiscal
2005 which was an increase of 28.97%
The inventory in fiscal 2005 increased by Rs. 10,749.91 lakhs over the end of fiscal 2004. The increase in inventory was due
to an increase in the scale and variety of products offered for sale by our Jewellery Division.
EXPENDITURE
Raw materials consumed
The raw materials consumed in fiscal 2005 was Rs. 72,040.75 lakhs as compared to Rs. 58,104.27 lakhs in fiscal 2004 which
was an increase of 23.98%. Our total income during the same period increased by 25.65%. The raw materials consumed
increased because of an increase in raw materials and components consumed from Rs. 56,665.94 lakhs in fiscal 2004 to Rs.
69,925.74 lakhs in fiscal 2005 which was an increase of 23.39%. This increase in consumption is commensurate with increase
in sales. Lose tools, store parts and spare parts consumed increased from Rs. 1,438.33 lakhs in fiscal 2004 to Rs. 2,115.01
lakhs in fiscal 2005 which was an increase of 47.05%. Our raw materials consumed as a percentage of total income decreased
to 61.54% in fiscal 2005 from 62.37% in fiscal 2004
Purchase of finished goods
The purchase of finished goods in fiscal 2005 was Rs. 2,988.98 lakhs as compared to Rs. 1,243.42 lakhs in fiscal 2004 which
was an increase of 140.38%. Purchases of finished goods as a percentage of total income increased to 2.55% in fiscal 2005
from 1.33% in fiscal 2004. This was primarily due to increase in traded merchandise comprising Fastrack sunglasses and
Tommy Hilfiger watches.
Staff Costs
Staff cost in fiscal 2005 was Rs. 10,701.68 lakhs as compared to Rs. 9,457.75 lakhs in fiscal 2004 which is an increase of
13.15%. The increase was mainly on account of increase in salaries and wages, welfare expenses and increase in deferred
revenue expenditure (such as VRS). The staff cost increased in fiscal 2005 primarily due to an increase in salaries and wages
from Rs. 6,815.87 lakhs in fiscal 2004 to Rs.7,702.94 in fiscal 2005 which was an increase of 13.01%. Welfare expenses
increased from Rs. 769.81 lakhs in fiscal 2004 to Rs. 1,046.99 lakhs in fiscal 2005 which was an increase of 36%. Deferred
revenue expenditures, due to VRS, increased from Rs. 960.48 lakhs in fiscal 2004 to Rs. 1,128.94 lakhs in fiscal 2005 as
compared to which was an increase of 17.53%.
The staff cost as a percentage of total income decreased to 9.14% in fiscal 2005 from 10.15% in fiscal 2004.
Other manufacturing expenses
Other manufacturing expenses in fiscal 2005 were Rs. 3,079.13 lakhs as compared to Rs. 2,052.02 lakhs in fiscal 2004 which
was an increase of 50.05%. Other manufacturing expenses as a percentage of total income increased to 2.63% in fiscal 2005
from 2.20% in fiscal 2004.
Administration expenses
Administration expenses in fiscal 2005 were Rs. 6,626.14 lakhs as compared to Rs. 4,822.03 lakhs in fiscal 2004 which was
an increase of 37.41%. Administration expenses as a percentage of total income increased marginally to 5.66% in fiscal 2005
from 5.18% in fiscal 2004.
Advertising
The advertising expenses in fiscal 2005 were Rs. 7,689.46 lakhs as compared to Rs. 5,982.21 lakhs in fiscal 2004 which was
an increase of 28.53%. Advertising expense as a percentage of total income increased to 6.57% in fiscal 2005 from 6.42% in
fiscal 2004. The advertising expenses as a percentage of total income were nearly the same in fiscal 2005 and fiscal 2004.
Interest
Interest expense in fiscal 2005 was Rs. 3,091.74 lakhs as compared to Rs. 3,762.18 lakhs in fiscal 2004 which was a decrease
of 17.82%. Interest expense as a percentage of total income decreased to 2.64% in fiscal 2005 from 4.04% in fiscal 2004.
Depreciation
Depreciation expense in fiscal 2005 was Rs. 1,961.26 lakhs as compared to Rs. 2,147.38 in fiscal 2004 which is a decrease
of 8.67%. The depreciation expense decreased due to a decrease in total net fixed assets to Rs. 17,491.18 in fiscal 2005 from
Rs. 17,736.27 in fiscal 2004 which is a decrease of 1.38%.

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Profit before exceptional items
Our profit before exceptional items in fiscal 2005 was Rs. 6,736.34 lakhs as compared to Rs. 3,902.83 lakhs in fiscal 2004,
which is an increase of 72.60%. Profit before exceptional items as a percentage of total income increased to 5.75% in fiscal
2005 from 4.19% in fiscal 2004.This increase is due to changes in various revenue and cost items as mentioned above.
Exceptional items
Exceptional items in fiscal 2005 were Rs. 3,500 lakhs as compared to Rs. 2,500 lakhs in fiscal 2004, which is an increase of
40%. This increase is primarily due to an increase in provision for doubtful loans and advances from Rs. 1,500 lakhs in fiscal
2004 to Rs. 3,256 lakhs in fiscal 2005 which was an increase of 117.06%. The exceptional items, comprised of provisions for
permanent diminution in value of investment in a subsidiary and provision for certain loans and advances to overseas
Subsidiaries/Associates
Profit before Tax – before restatement
Profit before tax – before restatement in fiscal 2005 was Rs. 3,236.34 lakhs as compared to Rs. 1,402.83 lakhs in fiscal 2004
which was an increase of 130.70%. This increase is due to changes in various revenue and cost items as discussed above.
Effect of Change in Accounting policies/estimates
Effect of change in accounting policies in fiscal 2005 was Rs. 119.09 lakhs as compared to Rs. 38.91 lakhs in fiscal 2004
which was an increase of 206.06%. This is a combined effect of change in depreciation on computers and change in method
of recognizing VRS liability. For more details, please refer to the sub-section “Changes in accounting policies/estimates in the
last three years” on page 208 of this Letter of Offer.
Profit before Tax – after restatement
Profit before tax – after restatement in fiscal 2005 was Rs. 3,355.43 lakhs as compared to Rs. 1,441.74 lakhs in fiscal 2004
which was an increase of 132.73%. This increase is due to changes in various revenue and cost items as discussed above.
Total provision for tax after restatement
Total provision for tax after restatement in fiscal 2005 was Rs. 787.87 lakhs as compared to Rs. 72.73 lakhs in fiscal 2004
which was an increase of 983.28%. Total provision for tax after restatement in fiscal 2005 and fiscal 2004 was 23.48% and
5.04% respectively of Profit before Tax– after restatement.
Net Profit after tax – restated
Net profit after tax – restated in fiscal 2005 was Rs. 2,567.56 lakhs as compared to Rs. 1,369.01 lakhs in fiscal 2004 which was
an increase of 87.54%. This increase is due to changes in various revenue and cost items as discussed above.
RESULTS OF OPERATIONS — FISCAL 2004 COMPARED TO FISCAL 2003
REVENUES
Our total income in fiscal 2004 was Rs. 93,164.21 lakhs as compared to Rs. 75,137.41 lakhs in fiscal 2003 which was an
increase of 23.99%.
Our total net sales for fiscal 2004 was Rs. 89,488.71 lakhs as compared to Rs. 73,593.75 lakhs for fiscal 2003 which is an
increase of 21.60%. Our net sales increased in fiscal 2004 due to an increase in sales of the Time Products Division from Rs.
39,091 lakhs in fiscal 2003 to Rs. 46,962 lakhs in fiscal 2004 which was an increase of 20.13% and an increase in sales of
Jewellery Division from Rs. 34,503 lakhs in fiscal 2003 to 42,527 in fiscal 2004 which was an increase of 23.25%.
Our other income for fiscal 2004 was Rs. 208.68 lakhs as compared to Rs. 1,039.97 lakhs for fiscal 2003 which was a
decrease of 79.93%. The other income decreased due to a decrease in income from trade investments to Rs. 29.14 lakhs in
fiscal 2004 from Rs. 903.26 lakhs in fiscal 2003 which was a decrease of 96.77%.
The inventory in fiscal 2004 increased by Rs. 2,220.17 lakhs over the end of fiscal 2003 due to an increase in the scale and
variety of products offered.
EXPENDITURE
Raw materials consumed
The raw materials consumed in fiscal 2004 were Rs. 58,104.27 lakhs as compared to Rs. 46,808.45 lakhs in fiscal 2003 which
was an increase of 24.13%. The raw materials consumed increased because of an increase in raw materials and components
consumed from Rs. 45,596.11 lakhs in fiscal 2003 to Rs. 56,665.94 lakhs in fiscal 2004 which was an increase of 24.27%.
Loose tools, store parts and spare parts consumed increased from Rs. 1,212.34 lakhs in fiscal 2003 to Rs. 1,438.33 lakhs in

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fiscal 2004 which was an increase of 18.64%. Our raw materials consumed as a percentage of total income was 62.37% in
fiscal 2004 as compared to 62.30% in fiscal 2003.
Purchases of finished goods
The purchase of finished goods in fiscal 2004 was Rs. 1,243.42 lakhs as compared to Rs. 514.66 lakhs in fiscal 2003 which
was an increase of 141.60%. Purchases of finished goods a percentage of total income increased to 1.33% in fiscal 2004 from
0.68% in fiscal 2003. This increase was mainly due to entry into new product categories of sunglasses and watches.
Staff Costs
Staff cost in fiscal 2004 was Rs. 9,457.75 lakhs as compared to Rs. 7,675.01 lakhs in fiscal 2003 which was an increase of
23.23%. The staff cost increased in fiscal 2004 primarily due to an increase in salaries and wages from Rs. 5,702.70 lakhs in
fiscal 2003 to Rs. 6,815.87 lakhs in fiscal 2004 which was an increase of 19.52%, welfare expenses increased from Rs. 643.37
lakhs in fiscal 2003 to Rs. 769.81 lakhs in fiscal 2004 which was an increase of 19.65% and deferred revenue expenditures
written off – VRS increased from Rs. 517.84 lakhs in fiscal 2003 to Rs. 960.48 lakhs in fiscal 2004 which was an increase of
85.47%. Our total staff cost as a percentage of total income decreased to 10.15% in fiscal 2004 from 10.21% in fiscal 2003.
This was due to the non annualized impact on the previous fiscal year of 2003.
Other manufacturing expenses
Other manufacturing expenses in fiscal 2004 were Rs. 2,052.02 lakhs as compared to Rs. 1,802.10 lakhs in fiscal 2003 which
was an increase of 13.86%. Other manufacturing expenses as a percentage of total income decreased to 2.20% in fiscal 2004
from 2.40% in fiscal 2003.
Administration expenses
Administration expenses in fiscal 2004 were Rs. 4,822.03 lakhs as compared to Rs. 3,870.12 lakhs in fiscal 2003 which is an
increase of 24.59%. Administration expenses as a percentage of total income increased to 5.18% in fiscal 2005 from 5.15% in
fiscal 2003.
Advertising
The advertising expenses in fiscal 2004 were Rs. 5,982.21 lakhs as compared to Rs. 4,744.08 lakhs in fiscal 2003 which was
an increase of 26.09%. Advertising expense as a percentage of total income increased to 6.42% in fiscal 2004 from 6.31% in
fiscal 2003.
Interest
Interest expense in fiscal 2004 was Rs. 3,762.18 lakhs as compared to Rs. 4,134.67 lakhs in fiscal 2003 which was a decrease
of 9.01%. Interest expense as a percentage of total income decreased to 4.04% in fiscal 2004 from 5.50% in fiscal 2003.
Depreciation
Depreciation expense in fiscal 2004 was Rs. 2,147.38 lakhs as compared to Rs. 2,113.78 in fiscal 2003 which is an increase
of 1.58%. The depreciation expense increased in fiscal 2004 even though the total net fixed assets in fiscal 2004 were less
than the total fixed assets in fiscal 2003. The total fixed assets in fiscal 2004 were Rs. 17,736.27 lakhs as compared to Rs.
19087.03 lakhs in fiscal 2003 which is a decrease of 7.08%. The depreciation expense as a percentage of Total Income
decreased to 2.30% in fiscal 2004 from 4.81% in fiscal 2003.
Profit before exceptional items
Our profit before exceptional items in fiscal 2004 was Rs. 3,902.83 lakhs as compared to Rs. 1,977.79 lakhs in fiscal 2003,
which is an increase of 97.33%. Profit before exceptional items as a percentage of total income increased to 4.19% in fiscal
2004 from 2.63% in fiscal 2003.This increase is due to changes in various revenue and cost items as discussed above.
Exceptional items
Exceptional items in fiscal 2004 were Rs. 2,500 lakhs as compared to Rs. 1,000 lakhs in fiscal 2003, which is an increase of
150%. This increase is primarily due to an increase in provision for doubtful loans and advances from nil in fiscal 2003 to Rs.
1500 lakhs in fiscal 2004. The exceptional items, comprised of provisions for permanent diminution in value of investment in
a subsidiary and provision for certain loans and advances to overseas Subsidiaries/Associates
Profit before Tax – before restatement
Profit before tax – before restatement in fiscal 2004 was Rs. 1402.83 lakhs as compared to Rs. 977.79 lakhs in fiscal 2003
which was an increase of 43.46%. This increase is due to changes in various revenue and cost items as discussed above.

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Effect of Change in Accounting policies
Effect of change in accounting policies in fiscal 2004 was Rs. 38.91 lakhs as compared to Rs. 11.72 lakhs in fiscal 2003 which
was an increase of 231.99%.
Profit before Tax – after restatement
Profit before tax – after restatement in fiscal 2004 was Rs. 1441.74 lakhs as compared to Rs. 989.51 lakhs in fiscal 2003 which
was an increase of 45.70%.
Total provision for tax after restatement
Total provision for tax after restatement in fiscal 2004 was Rs. 72.73 lakhs as compared to Rs. 365.21 lakhs in fiscal 2003
which was a decrease of 80.09%. Total provision for tax after restatement in fiscal 2004 and fiscal 2003 was 5.04% and
36.91% respectively of Profit before Tax– after restatement.
Net Profit after tax – restated
Net profit after tax – restated in fiscal 2004 was Rs. 1,369.01 lakhs as compared to Rs. 624.30 lakhs in fiscal 2003 which was
an increase of 119.28%. This increase is due to changes in various revenue and cost items as discussed above.
RESULTS OF OPERATIONS — FISCAL 2003 COMPARED TO FISCAL 2002
REVENUES
Our total income in fiscal 2003 was Rs. 75,137.41 lakhs as compared to Rs. 64,791.93 lakhs in fiscal 2002 which was an
increase of 15.97%.
Our total net sales for fiscal 2003 was Rs. 73,593.75 lakhs as compared to Rs. 66,451.21 lakhs for fiscal 2002 which was an
increase of 10.75%. Our net sales increased in fiscal 2003 due to an increase in sales of the Jewellery Division from Rs.
26,766 lakhs in fiscal 2002 to Rs. 34,503 lakhs in fiscal 2003 which was an increase of 28.90%.
Our other income for fiscal 2003 was Rs. 1,039.97 lakhs as compared to Rs. 224.34 lakhs for fiscal 2002 which was an
increase of 363.57%. The other income increased due to an increase in income from trade investments to Rs. 903.26 lakhs in
fiscal 2003 from Rs. 52.59 lakhs in fiscal 2002 which was an increase of 1617.55%.
The inventory in fiscal 2003 was Rs. 14,191.74 lakhs as compared to Rs. 12,481.90 lakhs in fiscal 2002 which was an increase
of 13.70%. This was due to an increase in the scale and variety of products offered.
EXPENDITURE
Raw materials consumed
The raw materials consumed in fiscal 2003 were Rs. 46,808.45 lakhs as compared to Rs. 37,714.14 lakhs in fiscal 2002 which
was an increase of 24.11%. Raw materials consumed as a percentage of total income was 62.30% in fiscal 2003 as compared
to 58.21% in fiscal 2002.
Purchases of finished goods
The purchase of finished goods in fiscal 2003 was Rs. 514.66 lakhs as compared to Rs. 208.81 lakhs in fiscal 2002 which was
an increase of 146.47%. Purchases of finished goods as a percentage of total income increased to 0.68% in fiscal 2003 from
0.32% in fiscal 2002.
Staff Costs
Staff cost in fiscal 2003 was Rs. 7,675.01 lakhs as compared to Rs. 7,631.55 lakhs in fiscal 2002 which was an increase of
0.57%. Our total staff cost as a percentage of total income decreased to 10.21% in fiscal 2003 from 11.78% in fiscal 2002.
Other manufacturing expenses
Other manufacturing expenses in fiscal 2003 were Rs. 1,802.10 lakhs as compared to Rs. 1,608.25 lakhs in fiscal 2002 which
was an increase of 12.05%. Other manufacturing expenses as a percentage of total income decreased to 2.40% in fiscal 2003
from 2.48% in fiscal 2002.
Administration expenses
Administration expenses in fiscal 2003 were Rs. 3,870.12 lakhs as compared to Rs. 3,900.79 lakhs in fiscal 2002 which is a
decrease of 0.79%. Administration expenses as a percentage of total income decreased to 5.15% in fiscal 2003 from 6.02%
in fiscal 2002.

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Advertising
The advertising expenses in fiscal 2003 were Rs. 4,744.08 lakhs as compared to Rs. 3,654.84 lakhs in fiscal 2002 which was
an increase of 29.80%. Advertising expense as a percentage of total income increased to 6.31% in fiscal 2003 from 5.64% in
fiscal 2002.
Interest
Interest expense in fiscal 2003 was Rs. 4,134.67 lakhs as compared to Rs. 4,626.64 lakhs in fiscal 2002 which was a decrease
of 10.63%. Interest expense as a percentage of total income decreased to 5.50% in fiscal 2003 from 7.14% in fiscal 2002.
Depreciation
Depreciation expense in fiscal 2003 was Rs. 2,113.78 lakhs as compared to Rs. 2,327.99 in fiscal 2002 which was a decrease
of 9.20%. The total fixed assets in fiscal 2003 were Rs. 19,087.03 lakhs as compared to Rs. 20,007.63 lakhs in fiscal 2002
which was a decrease of 4.60%. The depreciation expense as a percentage of total income decreased to 2.81% in fiscal 2003
from 3.59% in fiscal 2002.
Profit before exceptional items
Our profit before exceptional items in fiscal 2003 was Rs. 1,977.79 lakhs as compared to Rs. 1,815.82 lakhs in fiscal 2002,
which was an increase of 8.92%. Profit before exceptional items as a percentage of total income decreased to 2.63% in fiscal
2003 from 2.80% in fiscal 2002.This increase is due to changes in various revenue and cost items as discussed above.
Exceptional items
Exceptional items in fiscal 2003 were Rs. 1,000 lakhs as compared to Rs. Nil in fiscal 2002. For the fiscal 2003, exceptional
items comprised of provision for permanent diminution in value of investment in a subsidiary.
Profit before Tax – before restatement
Profit before tax – before restatement in fiscal 2003 was Rs. 977.79 lakhs as compared to Rs. 1,815.82 lakhs in fiscal 2002
which was a decrease of 46.15%. This increase is due to changes in various revenue and cost items as discussed above.
Effect of Change in Accounting policies
Effect of change in accounting policies in fiscal 2003 was Rs. 11.72 lakhs as compared to Rs. 93.69 lakhs in fiscal 2002 which
was a decrease of 87.49%. For more details, please refer to the sub-section titled “Changes in accounting policies/estimates
in the last three years” on page 208 of this Letter of Offer.
Profit before Tax – after restatement
Profit before tax – after restatement in fiscal 2003 was Rs. 989.51 lakhs as compared to Rs. 1,909.51 lakhs in fiscal 2002
which was a decrease of 48.18% which was mainly due to provision of Rs. 1,000 lakhs for diminution in value of investments
in a ubsidiary.
Total provision for tax after restatement
Total provision for tax after restatement in fiscal 2003 was Rs. 365.21 lakhs as compared to Rs. 539.37 lakhs in fiscal 2002
which was a decrease of 32.29%. Total provision for tax after restatement in fiscal 2003 and fiscal 2002 was 36.91% and
28.25% respectively of Profit before Tax– after restatement.
Net Profit after tax – restated
Net profit after tax – restated in fiscal 2003 was Rs. 624.30 lakhs as compared to Rs. 1,370.14 lakhs in fiscal 2002 which was
a decrease of 54.44%. This increase is due to changes in various revenue and cost items as discussed above.
Seasonality
Our business exhibits seasonality due to the bunching up of festivals like Durga Puja, Dussera, Diwali, Christmas and the
marriage season in the second half of the financial year, in which historically we have reported higher sales. Our sales in the
second half have constituted 56.15%, 61.47% and 61.12% of the total sales in fiscal 2005, fiscal 2004 and fiscal 2003 respectively.
LIQUIDITY AND CAPITAL RESOURCES
Our primary liquidity needs have been to finance our working capital requirements and capital expenditures. To fund these
costs, we have relied principally on cash flows from our business, short term loans and other borrowings. As of September 30,
2005, we had outstanding long-term debt of Rs. 7,638.64 lakhs. In addition, we have short-term working capital facilities of Rs.
28,833.67 lakhs with various commercial banks and our borrowings there under are typically for a term of upto 12 months. For
more information on our indebtedness, please refer to section titled “Description of Certain Indebtedness” on page 240 of this
Letter of Offer.

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Cash Flow
The table below summarizes our standalone cash flows - restated under Indian GAAP for the six months ended September 30,
2005, fiscal 2005, 2004 and 2003:
(Rs. in lakhs)
Six months Year ended March 31,
ended
September
30, 2005 2005 2004 2003
Net Cash Generated from Operating Activities (259.12) 16462.23 11614.77 6213.95
Net Cash from (Used in) Investing Activities (2433.41) (1483.61) 225.72 (1773.68)
Net Cash Generated from (Used in) Financing Activities 2281.57 (13385.53) (11490.60) (3741.11)
Net Increase/(Decrease) in Cash and Cash Equivalents (410.96) 1593.09 349.89 699.16

Operating Activities
Net cash outflow for operating activities in the six months ended September 30, 2005 amounted to Rs. 259.12. Changes in
current assets and current liabilities that had an impact include increase in sundry debtors by 1,471.03 lakhs, increase in
inventories by 14,255.75, decrease in loans and advances by 839.43 lakhs and increase in current liabilities and provisions by
8,099.17 lakhs. Cash flow from operating activities is negative primarily due to increase in inventories of Rs. 14,255.75 lakhs.
This increase was due to the upcoming festival season of Diwali, Dussera, Christmas and New Year when our sales have
been historically high.
Net cash inflow for operating activities in fiscal 2005 amounted to Rs. 16,462.23. Changes in current assets and current
liabilities that had an impact in fiscal 2005 include decrease in sundry debtors by 7,370.12 lakhs, increase in inventories by
10,749.91 lakhs, increase in loans and advances by 1,190.21 lakhs and increase in current liabilities and provisions by
8,836.45 lakhs.
Net cash inflow for operating activities amounted to Rs. 11,614.77 lakhs in fiscal 2004. Changes in current assets and current
liabilities that had an impact in fiscal 2004 include decrease in sundry debtors by Rs.3,535.03 lakhs, increase in inventories by
2,220.17 lakhs, increase in loans and advances by 48.48 lakhs and decrease in current liabilities and provisions by 699.29
lakhs.
Net cash inflow for operating activities amounted to Rs. 6,213.95 lakhs in fiscal 2003. Changes in current assets and current
liabilities that had an impact in fiscal 2003 include decrease in sundry debtors by Rs. 1,976.73 lakhs, increase in inventories
by 1,709.84 lakhs, increase in loans and advances by 1,394.78 lakhs and decrease in current liabilities and provisions by
501.35 lakhs.
Investing Activities
Net cash outflow for investing activities was Rs. 2,433.41 lakhs for the six months ended September 30, 2005. This net cash
outflow for investing activities resulted primarily from addition to fixed assets of Rs. 2,070.27 lakhs and purchases of investments
of Rs. 600 lakhs.
Net cash outflow for investing activities was Rs. 1,483.61 lakhs in fiscal 2005 as compared to net cash inflow for investing
activities of Rs. 225.72 lakhs in fiscal 2004. The net cash outflow for investing activities resulted primarily due to addition to
fixed assets to Rs. 2,445.12 lakhs in fiscal 2005 from Rs. 809.77 lakhs in fiscal 2004.
Net cash inflow for investing activities was Rs. 225.72 lakhs in fiscal 2004 as compared to net cash outflow for investing
activities of Rs. 1,773.68 lakhs in fiscal 2003. The net cash outflow for investing activities resulted due to purchase of investments
of Rs. 48.70 lakhs in fiscal 2004 and Rs. 2,246.90 lakhs in fiscal 2003.
Financing Activities
Net cash inflow from financing activities was Rs. 2,281.57 lakhs for the six months ended September 30, 2005 as compared
to cash outflow for financing activities of Rs. 13,385.53 lakhs for fiscal 2005. This net cash from financing activities resulted
primarily from reduction in repayment of borrowings from Rs. 45,250.63 lakhs in fiscal 2005 to 15,577.96 lakhs in the six
months ended September 30, 2005.
Net cash outflow from financing activities was Rs. 13,385.3 lakhs in fiscal 2005 as compared to net cash outflow from financing
activities of Rs. 11,490.60 lakhs in fiscal 2004.

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Net cash outflow from financing activities was Rs. 11,490.60 lakhs in fiscal 2004 as compared to net cash outflow from
financing activities of Rs. 3,741.11 lakhs in fiscal 2003. The increase in net cash resulted primarily from better cash flow from
operations.
Accounts Receivables
Our provisions for bad debts were Rs. 459.33 lakhs, Rs. 388.33 lakhs, Rs. 379.20 lakhs and Rs. 165.20 lakhs as at September
30, 2005, March 31, 2005, March 31, 2004 and March 31, 2003 respectively. Our total sundry debtors were Rs. 8979.01 lakhs,
Rs. 7708.96 lakhs, Rs. 14816.17 lakhs and Rs. 18638.08 lakhs as at September 30, 2005, March 31, 2005, March 31, 2004
and March 31, 2003 respectively.
Indebtedness
We rely on Rupee currency denominated borrowings from banks in India and other agencies. We have both secured and
unsecured borrowings. For details on the secured and unsecured loans sanctioned and availed by us, please refer to the
section titled “Financial Statements-Annexure III” beginning on page 119 of this Letter of Offer. Please also refer to the section
titled “Description of Certain Indebtedness” for details of the loans outstanding as on September 30, 2005, beginning on page
240 of this Letter of Offer.
Capital Expenditure
We have made investments of Rs. 3,177.02 lakhs in land, building, plant and machinery over the last three fiscal years to
support the increase in scale of operations. For details of our current expenditure plans please refer to the section titled
“Objects of the Issue” beginning on page 37 of this Letter of Offer. While we have no current plans to make any acquisitions
and equity investments, we may from time to time and in the course of expanding our international presence, consider making
equity investments in targeted international markets and/or enter into strategic alliances. We expect to fund our capital
expenditure requirements through a combination of internally generated cash and external funding. Our capital expenditure
plans are subject to availability of financing on acceptable terms; and changes in management’s views of the desirability of
current plans among others.
Transactions with related parties
For details, please refer to the sections titled “Related Party Transactions” and “History and Corporate Structure- Material
Agreements” beginning on page 105 and 91 respectively of this Letter of Offer.
Off-Balance Sheet Arrangements
As of September 30, 2005 we have given guarantees to banks for Rs. 375 lakhs in respect of a loan availed by our Associate
Company and in respect of certain loans of Rs. 486 lakhs availed by our employees who had opted for the Voluntary Retirement
Scheme(VRS). In case of any default by any of these parties on whose behalf the Company has issued these guarantees, the
banks would have recourse to the Company. In the case of the loans availed by the VRS Optees, the Company has obtained
an irrevocable authorization from them authorizing the Company to repay on their behalf directly to the bank, from the future
payments due to these VRS optees under the Voluntary Retirement Scheme.
Quantitative and Qualitative Disclosure about Market Risk
We are exposed to market risks from changes in foreign exchange rates and interest rates. The following discussion is based
on our consolidated financial statements under Indian GAAP.
Exchange Rate Risk
Our margins and net income are affected by the movement of the Indian Rupee against other currencies. In fiscal 2005, 2004
and 2003, approximately 8.24%, 9.37% and 7.79% respectively of our total income was earned in currencies other than the
Indian Rupee. As of the date of this Letter of Offer, we have not entered into any hedging or forex contract to minimize our
exposure to foreign exchange fluctuations. Accordingly, the depreciation of the Indian Rupee against such foreign currencies
can adversely affect our results of operations.
Interest Rate Risk
Our exposure to interest rate risks relates primarily to our debt. Approximately 41.88% of our total debt as of September 30,
2005 bears interest at floating rates, which are primarily tied to the prime lending rates of the banks that have extended loans to us.
Critical Accounting Policies
Preparation of financial statements in accordance with Indian GAAP, the applicable accounting standards issued by the ICAI
and the relevant provisions of the Companies Act require our management to make judgments, estimates and assumptions
regarding uncertainties that affect the reported amounts of our assets and liabilities, disclosures of contingent liabilities and
the reported amounts of revenues and expenses. These judgments, assumptions and estimates are reflected in our accounting
policies, which are more fully described in the report of our auditors in the sections titled “ Financial Statements” beginning on
page 112 of this Letter of Offer.

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Certain of our accounting policies are particularly important to the portrayal of our financial position and results of operations
and require the application of significant assumptions and estimates of our management. We refer to these accounting policies
as our “critical accounting policies”. Our management uses our historical experience and analyses, the terms of existing
contracts, historical cost convention, industry trends, information provided by our agents and information available from other
outside sources, as appropriate, when forming our assumptions and estimates. However, this task is inexact because our
management is making assumptions and providing estimates on matters that are inherently uncertain.
While we believe that all aspects of our financial statements should be studied and understood in assessing our current and
expected financial condition and results, we believe that the following critical accounting policies warrant additional attention:
Changes in accounting policies/estimates in the last three years
(i) Voluntary Retirement Scheme (VRS)
Until the year ended March 31, 2004, the Company recognized the liability towards VRS on net present value basis.
In order to comply with the Accounting Standard 29 on Provisions, Contingent Liabilities and Contingent Assets issued by
the Institute of Chartered Accountants of India which became mandatory from April 1, 2004, the Company has recognized
the liability towards VRS on actual basis as compared to the net present value basis followed in earlier years, which
resulted in additional charge to the profit and loss account of the year ended March 31, 2005.
The effect of change in method of recognizing VRS liability has been adjusted for the concerned prior years (i.e. year
ended March 31, 2004 and March 31, 2003), so as to recompute the profits and losses of those years had the uniform
accounting policy been followed in each of these years.
(ii) Depreciation
During the year ended March 31, 2002, the Company revised the estimated useful life of the computers from 6 years to 5
years. Further, useful life of the computers was revised from 5 years to 4 years during the year ended March 31, 2004. The
effect of change in estimated useful life of computers has resulted in additional depreciation charge in the respective years.
The effect of revision in estimated useful life of computers has been adjusted for the concerned prior years ( i.e. year
ended March 31, 2004, March 31, 2003, March 31, 2002 and March 31, 2001), so as to recompute the profits and losses
of those years considering the uniform estimated useful life of computers for each of these years. Further, reserves as at
April 1, 2000 have been appropriately adjusted to reflect the impact of changes of prior years.
(iii) Gratuity
Until the year ended March 31, 2002, the Company accounted for gratuity as per the provisions of “Payment of Gratuity
Act, 1972”.
During the year ended March 31, 2003, the gratuity liability was computed in accordance with the gratuity scheme introduced
by the Company as against the provisions of “Payment of Gratuity Act, 1972”, which resulted in an additional charge to
profit and loss account for the year ended on that date.
For the purpose of this statement, the said additional charge has been adjusted in the respective years and reserves as
at April 1, 2000 have also been appropriately adjusted to reflect the impact of changes of prior years. As the actuarial
valuation was not obtained, the adjustment is done on an estimated basis.
(iv) Deferred tax
In order to comply with the Accounting Standard 22 on Accounting for Taxes on Income issued by the Institute of Chartered
Accountants of India which became mandatory from April 1, 2001, the Company for the first time in the year ended March
31, 2002 has accounted for deferred tax in respect of timing differences.
Consequent to the change in accounting policy and to have a uniform accounting policy from the year ended March 31,
2001, deferred tax asset/liability have been computed for the year ended on that date. The deferred tax asset / liability
relating to the period prior to April 1, 2000 have been appropriately adjusted to the balance of general reserve and profit
and loss account as at April 1, 2000. Further, consequent to the adjustments made in respect of items referred to in this
Annexure, the impact on deferred tax has been adjusted in the respective years.
Significant Developments after September 30, 2005 that may affect the future of our operations
Except as stated in this Letter of Offer, to the best of our knowledge no circumstances have arisen since the date of the last
financial statements as disclosed in this Letter of Offer which materially and adversely affect or are likely to affect, the trading
and profitability of the Company or their ability to pay their material liabilities within the next 12 months.
Except as stated in this Letter of Offer, there are no subsequent developments after the date of the report of our auditors dated
December 26, 2005 which we believe are expected to have material impact on the reserves, profits, earnings per share or
book value of the Company.

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Financial and Other Information of Group Companies

In accordance with Clause 6.10.3.2 of the SEBI DIP Guidelines, Financial data for each group company has been derived from
its financial statements prepared in accordance with Indian GAAP.
For the purposes of this section, we have only disclosed the details of the top five listed companies (based on market capitalisation
as on February 1, 2006) promoted by Tata Sons Limited, in accordance with Clause 6.10.3.2 of the SEBI DIP Guidelines.
1. Tata Consultancy Services Limited
2. Tata Motors Limited
3. Tata Steel Limited
4. The Indian Hotels Company Limited
5. Videsh Sanchar Nigam Limited
We have not disclosed the details of the group companies of TIDCO, since it is a state industrial development corporation.
The details of each of the Indian group companies mentioned above have been described below in the same order.
1. TATA CONSULTANCY SERVICES LIMITED (“TCS”)
TCS was originally incorporated as RR Donnelley (India) Private Limited on January 19, 1995 as a private limited company,
under the provisions of the Companies Act. On March 19, 2001 the name was changed to Orchid Print India Limited.
Subsequently, on December 17, 2002 the name was again changed to Tata Consultancy Services Limited. On August 9,
2004, the Tata consultancy services division of Tata Sons Limited was transferred to TCS pursuant an order of the High
Court of Mumbai dated May 9, 2003 and April 7, 2004 in terms of the Scheme of Arrangement between Tata Sons Limited,
Tata Consultancy Services Limited and their respective shareholders and creditors under Sections 391-394 of the
Companies Act. The registered office of TCS is at Bombay House, 24 Homi Street, Fort Mumbai 400 001. TCS is engaged
in the business of application software development, maintenance and enhancement, enterprise solutions implementation,
software products and frameworks, software research and development, IT enabled services and IT infrastructure
establishment and maintenance. The equity shares of TCS are listed on the BSE and NSE.
Board of Directors
The directors on the board of TCS as on September 30, 2005 are:
1. Mr. R.N. Tata, Chairman
2. Mr. Aman Mehta
3. Mr. Naresh Chandra
4. Mr. S. Ramadorai, Chief Executive Officer and Managing Direcor
5. Mr. V. Thyagarajan

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Shareholding
The equity shareholding of TCS as on September 30, 2005 is given below:
Sl.No Name of the Shareholder No of Shares Percentage (%)
A PROMOTER’S HOLDING
Promoter Group
Indian Promoter Tata Sons Limited 38,71,75,029 80.64
Foreign Promoter - -
Persons Acting In Concert
Jamsetji Tata Trust 95,31,250 1.99
Navajbai Ratan Tata Trust 54,68,750 1.14
Others 51,75,971 1.08
Sub Total 40,73,51,000 84.84
B NON PROMOTER HOLDING
B1 Institutional Investors
1 Mutual Funds and UTI 38,81,964 0.81
2 Banks, Financial Institutions, Insurance Companies
(Central/State Government Institutions/non –
Government Institutions) 63,19,790 1.32
B2 Foreign Institutional Investors 3,33,31,710 6.94
Sub Total of non promoters holding 4,35,33,464 9.07
C OTHERS
Private Corporate Bodies 21,45,318 0.45
Indian Public 2,57,39,038 5.36
NRIs/OCBs 11,81,663 0.25
Any Other
i. Others 1,52,396 0.03
ii. Foreign Nationals 11,930 0.00
1,64,236 0.03
Sub Total of Others 2,92,30,345 6.09
GRAND TOTAL 48,01,14,809 100

Financial Performance
The financial performance of TCS for the last three years is given below:
(Rs. in lakhs, except per share data)
Particulars Year ended Year ended Year ended
March 31, 2005 March 31, 2004 March 31, 2003
Sales and other income 810,258 4,28.98 197.12
Profit on sale of long term trade investment 1,344.92 -
Profit/(Loss) after tax 183,142 1517.48 103.05
Equity capital (par value Rs. 1 per share) 4,801.00 3,644.00 3,644.00
Reserves and Surplus 327,304 10,64.23 40.06
Earnings per share (Rs.) 38.93* 0.42 0.28
Book value per equity share (Rs.) 69.17 12.92 10.11
* Including exceptional items.

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Share Price Data

The high and low for the equity shares of TCS in the last six months as quoted on the NSE is provided below.
Month Monthly High Monthly Low
September – 2005 1638.00 1351.00
October – 2005 1504.90 1355.00
November – 2005 1550.00 1388.40
December – 2005 1,753.00 1,518.75
January – 2006 1,749.90 1,602.10
February -2006 1,704.00 1,605.00
Source: www.nseindia.com
The closing share price as on March 8, 2005 was Rs. 1744.30.
Investor Redressal Mechanism and Investor Complaints
The company has an Investor Relations Department (IRD) which was set up in June 2004. The IRD focuses on servicing
the needs of retail investors, institutional investors, analysts, brokers and the general public. In addition a shareholders /
investor grievance committee of directors has been constituted to specifically look into the redressal of complaints of
investors such as transfer or credit of shares to demat accounts, non-receipt of dividend / notices / annual reports.
Two investor complaints were pending as on September 30, 2005.
Promise versus Performance
TCS completed a public issue of 55,452,600 equity shares of Rs. 1 each for cash at a price of Rs. 850 per share aggregating
Rs. 471,347 lakhs in August 2004, consisting of a fresh issue of 22,775,000 Equity Shares and an offer for sale of
32,677,600 equity shares by certain selling shareholders (including Tata Sons Limited). There was also a green shoe
option, of 83,17,880 equity shares offered by Tata Sons Limited for cash at a price of Rs. 850 per equity share aggregating
Rs. 70,702 lakhs. The issue closed on August 5, 2004.
The object of the issue was to create a public trading market for the equity share of TCS by listing them on the stock
exchange, to enhance their visibility and brand name, to enable them to use the equity shares for acquisition and to
provide liquidity to the then existing shareholders. The net proceeds of the fresh issue of equity shares has been utilized
to pay the transfer consideration of Rs. 2,30,000 lakhs to Tata Sons Limited pursuant to the Scheme of arrangement
mentioned earlier. TCS did not receive any proceeds of the offer for sale of equity shares by the selling shareholders and
from the sale of the equity shares pursuant to the exercise of the green shoe option. No financial projections were made
in the prospectus for the same
The rate of dividend paid since the issue was as follows:
In 2004-2005
First Interim Dividend: Rs. 3.00 per share of Re. 1 each declared on October 21, 2004
Second Interim Dividend: Rs. 3.50 per share of Re. 1 each declared on January 20, 2005
Third Interim Dividend: Rs. 5.00 per share of Re. 1 each declared on July 19, 2005
In 2005-2006
First Interim Dividend: Rs. 3.00 per share of Re. 1 each declared on August 12, 2005
Second Interim Dividend: Rs. 3.00 per share of Re. 1 each declared on October 11, 2005
Third Interim Dividend: Rs. 3.00 per share of Re.1 each declared on January 12, 2006
2. TATA MOTORS LIMITED (“TATA MOTORS”)
Tata Motors was originally incorporated as The Tata Locomotive and Engineering Company Limited on September 1,
1945 as a public limited company, under the provisions of the Indian Companies Act, 1913. On September 24, 1960, the
name of the company was changed to Tata Engineering and Locomotive Company Limited. Subsequently on July 29,
2003, the name of the company was changed to Tata Motors Limited. The registered office of Tata Motors is at Bombay

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House, 24 Homi Street, Fort Mumbai 400 001. Tata Motors is engaged in the business of manufacture of automobiles in
various categories such as heavy, medium, light commercial vehicles, business utility vehicles and passenger cars. The
equity shares of Tata Motors are listed on BSE, NSE, Madhya Pradesh Stock Exchange and the Calcutta Stock Exchange.
Board of Directors
The directors on the board of Tata Motors as on September 30, 2005 are:
1. Mr. Ratan N Tata, Chairman
2. Mr. N.A. Soonawala
3. Dr. J.J. Irani
4. Mr. J.K. Sethna
5. Mr. V.R. Mehta
6. Mr. R. Gopalakrishnan
7. Mr. N.N. Wadia
8. Mr. Helmut Petri
9. Mr. S.A. Naik
10. Mr. Ravi Kant, Managing Director
11. Mr. P.P. Kadle,
12. Mr. Peter K.M. Fietzek, Alternate Director to Mr. Helmut Petri

Shareholding
The equity shareholding of Tata Motors as on September 30, 2005 is given below:
Sl.No Name of the Shareholder No of Shares Percentage (%)
A. Promoter’s Holding
Promoters
Principal Promoter Tata Sons Limited 8,41,38,325 22.36
Promoter Group – Tata Companies and Trusts 4,48,89,467 11.93
Foreign Promoters 0 0
Person acting in concert 0 0
Sub Total 12,90,27,792 34.29
B. Non Promoter’s Holding
Institutional Investors
Mutual Funds and UTI 14,540,562 3.86
Banks, Financial Institutions, Insurance Companies
(Central/State Government Institutions / Non –
Government Institutions) 4,07,31,701 10.83
FIIS 8,73,64,708 23.22
Sub Total Non Promoter’s Holding 14,26,36,971 37.91
OTHERS
Private Corporate Bodies 52,72,858 1.40
Indian Public 4,29,29,318 11.41
NRIs/OCBs 32,18,021 0.86

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Sl.No Name of the Shareholder No of Shares Percentage (%)

Any Other
Foreign Institutional Investors – DR 14,613 0.00
Independent Directors & their Relatives 28,892 0.01
Other Directors & their Relatives 1,16,959 0.03
Citibank NA as Depository for ADR holders 2,65,94,091 7.07
Daimler Chrysler AG 2,55,96,476 6.80
Citigroup Global Markets Mauritius Private Limited 8,20,709 0.22
Sub total 10,45,91,937 27.80
GRAND TOTAL 37,62,56,700 100.00
Financial Performance
The financial performance of Tata Motors for the last three years is given below:
(Rs. in lakhs, except per share data)
Particulars Year ended Year ended Year ended
March 31, 2005 March 31, 2004 March 31, 2003
Sales and other income 20,64,866.00 15,55,242.00 10,85,874.00
Profit/(Loss) after tax 1,23,695.00 81,034.00 30,011.00
Equity capital (par value Rs. 10 per share) 36,179.00 35,683.00 31,983.00
Reserves and Surplus 3,74,960.00 3,23,677.00 2,27,733.00
Earnings per Share(Rs.) 34.38 24.68 9.38
Book value per equity share (Rs.) 114 102 81

The high and low for the equity shares of Tata Motors in the last six months as quoted on the NSE is provided below.
Month Monthly High Monthly Low
September – 2005 549.5 463.0
October – 2005 576.5 456.35
November – 2005 589.6 441.0
December – 2005 665.50 545.50
January – 2006 711.60 608.30
February -2006 822.40 698.00
Source: www.nseindia.com
The closing share price as on March 8, 2006 was Rs. 927.20
Investor Redressal Mechanism and Investor Complaints
The investor grievance committee of the board is empowered to oversee the redressal of investors complaints pertaining
to share/debenture transfers, non receipt of annual reports, interest/dividend payments, issue of duplicate certificates,
transmission (with and without legal representation) of shares and debentures and other miscellaneous complaints.
As on September 30, 2005, there were 72 unresolved complaints out of which 71 complaints relates to non-receipt of
dividend.

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 Promise versus Performance
Tata Motors came out with a simultaneous but unlinked right issue of convertible debentures with warrants and secured
redeemable non convertible debentures with warrants in September 2001. No financial projections were made in the
letter of offer of the said issue.
3. Tata Steel Limited (“Tata Steel”)
Tata Steel was originally incorporated as The Tata Iron and Steel Company Limited on August 26, 1907 as a public limited
company, under the provisions of the Indian Companies Act, 1882. The name of the company was changed to Tata Steel
Limited with effect from August 12, 2005. The registered office of Tata Steel is at Bombay House, 24 Homi Street, Fort
Mumbai 400 001. Tata Steel is engaged in the business of manufacturing and dealing in steel and steel products. It is the
largest producer of saleable steel in India in the private sector. Most of Tata Steel’s manufacturing facilities are located in
Jamshedpur (Jharkhand). Tata Steel’s bearing division is located at Kharagpur (West Bengal), ferro manganese plant is
located in Joda (Orissa), charge chrome plant is located in Bamnipal (Orissa) and cold rolling complex is located in
Tarapur (Maharashtra). Tata Steel also has mines, collieries and quarries in the states of Jharkhand, Orissa and Karnataka.
The equity shares of Tata Steel are listed on the BSE, NSE and Calcutta Stock Exchange.
Board of Directors
The directors on the board of Tata Steel as on September 30, 2005 are:
1. Mr. R.N. Tata - Chairman
2. Mr. Keshub Mahindra
3. Mr. Nusli N. Wadia
4. Mr. S.M. Palia
5. Mr. P.K. Kaul
6. Mr. S. Krishna
7. Mr. K.M. Birla
8. Mr. Ishaat Hussain
9. Mr. J.J. Irani
10. Mr. B. Jitender
11. Mr. B. Muthuraman - Managing Director
12. Dr. T. Mukherjee
13. Mr. A.N. Singh
Shareholding
The equity shareholding of Tata Steel as on September 30, 2005 is given below:
Sl.No Name of the Shareholder No of Shares Percentage (%)
A PROMOTER’S HOLDING
Promoters
Tata Sons Limited 10,95,73,040 19.80
Tata Motors Limited 2,58,06,729 4.66
Others 1,16,82,447 2.11
Foreign Promoters - -
PERSONS ACTING IN CONCERT - -
Sub Total 147,062,216 26.57
B. NON PROMOTERS HOLDING
INSTITUTIONAL INVESTORS
Mutual Funds and UTI 1,17,42,239 2.12
Banks, Financial Institutions, Insurance Companies
(Central/State Government Institutions /
Non Government Institutions)
- Life Insurance Corporation of India 6,68,78,529 12.08
- New India Assurance Company Limited 1,05,66,937 1.91
- Oriental Insurance Company Limited 70,55,967 1.28
- National Insurance Company Limited 74,53,450 1.35
- Others 1,25,85,158 2.27

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 TITAN INDUSTRIES LIMITED

Sl.No Name of the Shareholder No of Shares Percentage (%)

FIIS
- HSBC Global Investment Funds A/c HSBC Global Investment
Funds Mauritius Limited 1,68,24,600 3.04
- Janus Contrarian Fund 74,37,463 1.34
- Genesis Indian Investment Company Limited A/c Emsaf Mauritius 1,00,91,500 1.82
Others 7,76,52,725 14.03
Sub Total of non promoter’s holding 22,82,88,568 41.24
OTHERS
Private Corporate Bodies 2,74,81,491 4.97
Indian Public 14,82,08,553 26.78
NRIs/OCBs 23,08,867 0.42
Any Other
- Citi Bank N A – GDR 3,867 0.00
- Independent Directors & Relatives 21,642 0.00
- Other Directors & their Relatives 97,652 0.02
Sub Total of Others 17,81,22,072 32.19
TOTAL 55,34,72,856 100.00
Financial Performance
The financial performance of Tata Steel for the last three years is given below:
(Rs. in lakhs, except per share data)
Particulars Year ended Year ended Year ended
March 31, 2005 March 31, 2004 March 31, 2003
Sales and other income 14,64,698 10,84,290 8,77,171
Profit/(Loss) after tax 347,416 1,74,622 1,01,231
Equity capital (par value Rs. 10 per share) 55,367 36,918 36,918
Reserves and Surplus* 6,29,143 3,99,071 2,81,684
Earnings per Share(Rs.) 62.77 31.55 27.43
Book value per equity share (Rs.) 123.68 118.16 86.63
* Net of miscellaneous expenditure to the extent not written off or adjusted.
The high and low for the equity shares of Tata Steel in the last six months as quoted in the NSE is provided below.
Month Monthly High Monthly Low
September – 2005 455.65 349.90
October – 2005 436.10 329.00
November – 2005 375.00 331.00
December – 2005 384.70 345.85
January – 2006 407.50 343.60
February -2006 437.85 379.10
(Source: www.nseindia.com)
The closing share price as on March 8, 2006 was Rs. 473.30

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 Investor Redressal Mechanism and Investor Complaints
An investor‘s grievance committee was constituted on March 23, 2000 to specifically look into the redressal of investors
complaints like transfer of shares, non receipt of balance sheet and non receipt of declared dividend etc.
As on September 30, 2005, a total of 348 investor complaints were pending.
Promise versus Performance
Tata Steel has not come out with any rights or public issue in the last three (3) years.
4. The Indian Hotels Company Limited (“IHCL”)
IHCL was incorporated as a public limited company under the provisions of the Indian Companies Act, 1882, with its
registered office at Mandlik House, Mandlik Road, Mumbai 400 001. IHCL is engaged in the business of owning, operating
and managing hotels, resorts, palaces etc. in India and abroad. The equity shares of IHCL are listed on the BSE, NSE,
Delhi Stock Exchange Association Limited, Madras Stock Exchange Limited and Bangalore Stock Exchange Limited.
IHCL is registered with the SEBI as a Category 1- Registrar to an Issue and Shares Transfer Agent.
Board of Directors
The directors on the board of IHCL as on September 30, 2005 are:
1. Mr. Ratan N. Tata, Chairman
2. Mr. R.K. Krishna Kumar
3. Mr. J.J. Bhabha
4. Mr. N.A. Soonawala
5. Mr. S.K. Kandhari
6. Mr. K.B. Dadiseth
7. Mr. Deepak Parekh
8. Mr. Jagadish Capoor
9. Mr. Tejendra Khanna
10. Mr. Shapoor Mistry
11. Mr. M. Valli Moosa
12. Mr. Raymond N. Bickson, Managing Director
Shareholding
The equity shareholding of IHCL as on September 30, 2005 is given below:
Sl.No Name of the Shareholder No of Shares Percentage (%)
1 Tata Trust 78,97,246 14.46
2 Tata Companies 82,94,974 15.19
3 Taj Group Companies 4,27,567 0.78
4 Nationalised/Co-Op./Foreign Banks 1,31,097 0.24
5 Mutual Funds 29,62,376 5.42
6 Financial Institutions 55,74,080 10.21
7 Insurance Companies 34,50,355 6.32
8 Foreign Institutional Investors 1,24,90,734 22.87
9 Directors, Company Secretary. & their Relatives 40,994 0.08
10 Non Resident Indians 2,48,471 0.46
11 Global Depository Receipt 5,98,882 1.10
12 Corporate Bodies 14,41,924 2.64
13 Resident Individuals & HUF 1,10,16,232 20.17
14 NSDL & CDSL Clearing Member 31,285 0.06
TOTAL 5,46,06,217 100.00

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 TITAN INDUSTRIES LIMITED

Financial Performance
The financial performance of IHCL for the last three years is given below:
(Rs. in lakhs, except per share data)
Particulars Year ended Year ended Year ended
March 31, 2005 March 31, 2004 March 31, 2003
Sales and other income 87,324 69,916 59,071
Profit/(Loss) after tax 10,586 6,065 4,048
Equity capital (par value Rs. 10 per share) 5,052 4,512 4,512
Reserves and Surplus 1,08,180 84,479 84,217
Earnings per Share(Rs.) 18.63 13.06 8.97
Diluted After Extraordinary Items
Book value per equity share (Rs.) 224.95 196.75 196.65
The high and low for the equity shares of IHCL in the last six months as quoted on NSE is provided below.
Month Monthly High Monthly Low
September – 2005 799.00 730.10
October – 2005 805.00 706.00
November – 2005 966.00 735.00
December – 2005 1,019.80 905.00
January – 2006 1,326.80 985.05
February -2006 1,355.00 1,170.10
The closing share price as on March 8, 2006 was Rs. 1325.25
Investor Redressal Mechanism and Investor Complaints
The share transfer and shareholders’ / investor grievance committee has necessary powers to carry out the handling of
shareholders / investor grievances. The brief terms of reference of the committee include redressing shareholder and
investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of dividends, etc. Share transfers are
processed weekly and approved by the committee. Investor grievances are placed before the committee.
As on September 30, 2005, there are no investor complaints pending.
Promise versus Performance
IHCL has not come out with any rights or public issue in the last three (3) years.
5. Videsh Sanchar Nigam Limited (“VSNL”)
VSNL was incorporated on March 19, 1986 as a public limited company under the Companies Act, with its registered
office at Videsh Sanchar Bhavan, Mahatma Gandhi Road, Mumbai 400 001. The Company received its certificate of
commencement of business on March 21, 1986. VSNL holds the license for International Long Distance Services and is
also licensed to provide National Long Distance services and Internet services in India. The company also provides value
added services which includes International Leased Lines, Inmarsat Mobile Services, Managed Data Network and other
related services. The equity shares and related (American Depositary Receipts) are listed on the BSE, NSE and New York
Stock Exchange.
Board of Directors
The directors on the board of VSNL as on September 30, 2005 are:
1. Mr. Subodh Bhargava - Chairman
2. Mr. N.Srinath - Executive Director
3. Mr. Suresh Krishna

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4. Mr. Ishaat Hussain
5. Mr. K.A. Chaukar
6. Mr. F.A. Vandrevala
7. Mr. Pankaj Agrawala
8. Mr. Mukund Rajan
9. Mr. N. Parameswaran
10. Mr. P.V. Kalyansundaram
11. Dr. V.R.S. Sampath
Shareholding
The equity shareholding of VSNL as on September 30, 2005 is given below
Sl.No Name of the Shareholder No of Shares Percentage (%)
A. Promoter‘s Holding
Promoters
Indian Promoters 20,18,81,239 70.84
Foreign Promoters 0 0
Persons Acting in Concert 0 0
Sub Total of Promoter Holding 20,18,81,239 70.84
B. NON PROMOTER HOLDING
Institutional Investors
Mutual Funds and UTI 32,82,489 1.15
Banks, Financial Institutions, Insurance Companies
(Central/ State Government Institutions,
Non Government Institutions) 2,37,98,718 8.35
FII‘s 2,53,37,833 8.89
Sub Total of non promoters holding 5,24,19,040 18.39
Others
Private Corporate Bodies 51,38,678 1.80
Indian Public 93,72,779 3.29
NRIs/OCBs 2,55,445 0.09
Shares In Transit – NSDL 2,235 0.00
Bank Of New York - ADR 1,59,30,584 5.59
Sub Total 3,06,99,721 10.77
TOTAL 28,50,00,000 100

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 TITAN INDUSTRIES LIMITED

Financial Performance
The financial performance of VSNL for the last three years is given below:
(Rs. in lakhs, except per share data)
Particulars Year ended Year ended Year ended
March 31, 2005 March 31, 2004 March 31, 2003
Sales and other income 3,41,044.23 3,37,106.86 4,81,253.07
Profit/(Loss) after tax 75,636.74 37,766.50 78,007.15
Equity capital (par value Rs. 10 per share) 28,500.00 28,500.00 28,500.00
Reserves and Surplus 5,44,304.68 4,88,217.67 5,26,541.88
Earnings per Share(Rs.10) 26.54 13.25 27.37
Book value per equity share (Rs.10) 200.98 181.31 194.75
The high and low for the equity shares of VSNL in the last six months as quoted on NSE is provided below.
Month Monthly High Monthly Low
September – 2005 409.00 327.10
October – 2005 423.00 270.00
November – 2005 379.90 287.50
December – 2005 430.90 355.70
January – 2006 406.45 350.55
February -2006 402.00 361.55
(Source: www.nseindia.com)
The closing share price as on March 8, 2006 was Rs. 381.90
Investor Redressal Mechanism and Investor Complaints
Complaints received are normally attended to and replied within one week of receipt by the Company/its Registrars. All
investor complaints that cannot be settled at the level of the Company Secretary/its Registrars are placed before the
investor grievance committee for advice.
As on September 30, 2005, there were no investor complaints pending.
Promise versus Performance
VSNL has not come out with any rights or public issue in the last three (3) years.
INDIAN ENTITIES DISASSOCIATED FROM OUR PROMOTERS
Tata Sons Limited has disassociated from Tata Infomedia Limited as the business of the company was not forming part of
the business segments in which Tata Sons Limited wished to focus.
TIDCO has disinvested shares aggregating to Rs. 40 lakhs held in Supreme Suguna Foods Company Limited, as associate
sector company in favour of the private promoter, as per the associate sector agreement entered with the private promoter.
There are no other Indian entities which the Promoters have disassociated from in the last three years.
COMMON PURSUITS
We do not have any common pursuits, conflict of interest (including related party transactions within the aforesaid promoter
group), the significance of these transactions, if any, on the financial performance of the companies (including sales or
purchase) does not exceed 10% of the total sales or purchase of the Company, including material items of income/
expenditure arising out of transactions in the promoter group.

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GROUP COMPANIES MAKING LOSSES OR NEGATIVE NET WORTH
None of the companies forming part of the Promoter group of companies have accumulated losses or negative networth.
SICK COMPANIES/BIFR PROCEEDINGS
None of the companies forming part of the Promoter group of companies have been declared sick.
STRUCK OFF FROM THE REGISTER OF THE REGISTRAR OF COMPANIES
None of the companies forming part of the Promoter group of companies have been struck from the Register of the
Registrar of Companies in the last three years.

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 TITAN INDUSTRIES LIMITED

SECTION VI : LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND DEFAULTS

Except as stated in this Letter of Offer, there is no outstanding or pending litigation, suit, criminal or civil prosecution, proceeding
initiated for offence (irrespective of whether specified in paragraph (I) of Part 1 of Schedule XIII of the Companies Act) or
litigation for tax liabilities against the Company, its Subsidiary, Promoters, top five listed companies promoted by Tata Sons
Limited or Directors and there are no defaults, non payment or overdues of statutory dues, institutional or bank dues or dues
towards holders of debentures, bonds and fixed deposits and arrears of preference shares, other than unclaimed liabilities of
the Company or its Subsidiaries and no disciplinary action has been taken by SEBI or any stock exchanges against the
Company, its Subsidiaries, Promoters, top five listed companies promoted by Tata Sons Limited or Directors.
Cases filed against the Company
Civil Cases
1. A civil suit (Suit No. 2462 of 1995) has been filed by Nehru Place Hotels Limited, Delhi in the High Court of Delhi. The
plaintiff claims that the lease in our Company’s favour has expired by efflux of time and therefore has also claimed for
alleged arrears of damages/mesne profits. The plaintiff seeks to recover Rs. 15,91,200 on account of arrears of damages/
mesne profit, Rs. 3,97,800 per month or prevailing market rate of rent on account of recovery of damage mesne profits
from date of filing of suit till actual delivery of possession of premises, pendente lite and future interest at the rate of 24%
per annum. The case is at the stage of evidence. We have filed our written statement in this regard. The matter is posted
for cross examination of plaintiff witness and the case is now posted to April 24, 2006 for hearing.
2. Writ Appeals (W.A.No.1448 of 2004 and W.A.No.1598 of 2005 respectively) have been filed by Union of India, represented
by its Secretary, Ministry of Food and Civil Supplies, Department of Civil Supplies, New Delhi and Government of Andhra
Pradesh against the judgement passed by the Andhra Pradesh High Court on January 2,2003 in favour of our Company
declaring that the sale of Timex Watches sold in plastic boxes or containers do not attract S.1 and 39 of the Standards of
Weights and Measures Act 1976 and Rule 4,5,10 of the Standards of Weights and Measures (packaged commodities)
Rules, 1977 relating to specifications as to date of manufacture and price etc. to be mentioned on the containers and that
the seizure of watches by the Senior Inspector of Legal Metrology, Weights and Measurements Department, Mahabubnagar
are illegal, null and void. The High Court has admitted the appeal and the matter is yet to be listed for further hearing.
3. An order has been passed against the Company by the Principal District Judge, Krishnagiri in (O.S. No.61 of 2004) in
favour of State Bank of India, Hosur ordering the Company to pay a sum of Rs.5,20,000 along with simple interest at 6%
p.a. from the date of plaint till realisation for presenting a demand draft, which was alleged to be forged, to the plaintiff
bank. The Company has informed us that they are in the process of filing an affidavit for seeking an order of stay.
4. An application vide (Arb.Misc.No.28 of 2004) has been filed by Crescent Art Times Private Limited, Bhubaneshwar against
our Company, Mr. Bhaskar Bhat and its officers before District Judge, Khurda, Bhubaneshwar under S. 9 of the Arbitration
and Conciliation Act, 1996 restraining our Company from stopping the billing and termination of the Franchise Agreement
and allowing the petitioner to continue run the business till the disposal of dispute before the arbitrator. The Company has
filed an appeal in the High Court, at Cuttack. The Honourable High Court has stayed the order of the District Judge till
disposal of Civil Revision Petition.
5. A petition (I.A.No.403 of 2003 in O.A.No.53 of 2003) has been filed by State Bank of India, Nellore before the Presiding
Officer, Debts Recovery Tribunal (DRT), Vishakapatnam for recovery of a loan from M/s Vandana Business Systems,
Chennai by way of sale of hypothecated movable properties of the latter which include 433 watches alleged to be owned
by our Company Upon the order dated July 22, 2003, the Company deposited 433 watches with the DRT. Company filed
an appeal (M.A. No.194 of 2003) before the Debt Recovery Appellate Tribunal for stay of further proceedings by the DRT,
which was disposed off against the Company. On an appeal (W.P.No.12373 of 2004) filed in the High Court of Andhra
Pradesh by the Company, the Court has directed the bank for sale of watches and the money accrued to be deposited in
the Bank pending trial. Matter is pending before DRT and the trial is yet to commence.
Criminal Cases
1. A criminal complaint (STC No.2 of 2003) has been filed by the State of Andhra Pradesh and others before the III Additional
Judicial Magistrate Court of First Class, Tirupathi. Further, summons were issued to the Managing Director for contravention
of some of the provisions of the Standards of Weights and Measures Act and Rules and for compounding of the offence.
The Company has filed its discharge application before the Magistrate under S.239 of Criminal Procedure Code, claiming
the settlement of the issue by Honourable High Court, of Andhra Pradesh in Writ Petition (W.P.No.14473 of 1997) wherein
it has held the non applicability of provisions of the Standards of Weights and Measures Act and Rules The Magistrate is
hearing the discharge application filed by the Company. The case is posted for hearing in April, 2006..

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2. A charge sheet (Traffic Case C.C. No. 6 of 2004) was issued to our Company under S.12 (1) of the Karnataka Motor
Vehicles Act, 1957 for non-payment of motor vehicle tax of Rs.54,450 for the period March 1,1997 till LTT (Life Time Tax).
The Company contends that it had sold the vehicle in the year 1996 and has tendered evidence including evidence of the
purchaser. The final arguments in the matter have been completed and is reserved for for orders.
3. Criminal Summons (S.C.C. No.515 of 2005) have been issued to our Company by the Assistant Superintendent Chief
Judicial Magistrate, Osmanbad for the case filed in the Court of Chief Judicial Magistrate, Osmanabad filed by the Deputy
Controller of Weights and Measures, Aurangabad for the alleged contravention of S.39 and S.63 of the Standards of
Weights and Measures Act, 1976 and Rule 2(r), 6(1), 23(1) of the Standards of Weights and Measures Rules, 1977. The
Assistant Superintendent Chief Judicial Magistrate, Osmanbad instructed us to appear on July 26, 2005. In response to
this summons we filed a criminal Writ Petition (Criminal Writ Petition No. 354 of 2005), pursuant to which the proceedings
under the said summons have been stayed by Criminal Writ Petition No. 354 of 2005.
4. An appeal (M.F.A. No.516 of 2002) has been filed in the High Court of Karnataka by Mr. Sudarshan Wadia against our
Company appealing against the order of Additional City Civil Judge, Bangalore in Suit No. 3464 of 2000 granting injunction
in favour of our Company against the release of bank guarantee amounting to Rs.1.25 crores issued in favour of the
appellant in relation to licensing of appellant's property to our Company. We have been informed that the M.F.A stands
posted for final hearing.
Suits filed by the Company
Intellectual Property Cases
1. A suit (Suit No. 1577 of 2003) for permanent injunction has been filed by the Company against Mr. Nitin P. Jain the
director of M/s Preeti Marketing, Kolkata in the High Court of Delhi restraining the defendants from manufacturing and
marketing watches under the trademark ‘SONA’ alleging that it is a deceptively similar mark and also has a similar layout
and get up for packaging with a dishonest intention to encash the benefits of international goodwill of the Company. The
matter was listed before the Honourable Court on December 06,2005 for disposal of application under Order 6 Rule 17 for
amendment of plaint in order to include the relief of infringement of trademark SONATA which is now a registered trademark.
The High Court has posted the matter on April 13, 2006 for disposal of interim application.
2. A civil suit (C.S.No.75 of 2002) has been filed by our Company in the High Court of Madras against Kanishk Jewellery,
Chennai seeking permanent injunction restraining the defendant for making use of the name ‘Kanishk’ for its goods and/
or corporate name and also for passing off action, and is contesting the same to be phonetically and confusingly similar to
‘Tanishq’. The written statement has been filed by the defendant. The application (O.A No.78 of 2002) for interim injunction
against the defendant was filed by our Company which was dismissed by the Honourable Court. In light of the same our
Company has filed an appeal (O.S.A No.127 of 2003) against the said order. We have been informed that suit is pending
for commencement of trial.
Criminal Cases
1. A criminal complaint (P.C.R. No. 6017 of 2003) (C.C.No.26508 of 2003) has been filed in the Court of The XIV Chief
Metropolitan Magistrate by our Company under S.200 of the Criminal Procedure Code read with Ss.138, 141 and 142 of
the Negotiable Instruments Act, 1881 against Film Plus Innovations Private Limited and its Managing Director for the
bouncing of two cheques for a total sum of Rs.1,60,000 both drawn on Citibank N.A., Bangalore presented to our Company
for the sum due to us. We have sought one year imprisonment of the accused and also to impose a fine amounting to
Rs.3,20,000 on the accused. The court had ordered for issue of notice to the party. However, the notice issued has come
back and the court has ordered for fresh notice.
2. A criminal Writ Petition (Criminal Writ Petition No. 354 of 2005) has been filed by our Company and Mr. Bhaskar Bhat, The
Managing Director and Dr. Krishnadas Nair in the High Court of Judicature, of Bombay bench at Aurangabad to quash the
criminal proceedings bearing S.C.C No.515 of 2005 filed in the Court of Chief Judicial Magistrate, Osmanabad filed by the
Deputy Controller of Weights and Measures, Aurangabad for the alleged contravention of of S.39 and S.63 of the Standards
of Weights and Measures Act, 1976 and Rule 2(r), 6(1), 23(1) of the Standards of Weights and Measures Rules, 1977.
The grounds of petition have been that the criminal proceedings bearing no. S.C.C. No.515 of 2005 is illegal and bad in
law in view of pendency of Civil Writ Petition No. 1848 of 2002. The Hon’ble High Court has admitted our writ petition and
granted stay against any further proceedings by the Magistrate considering the judgement in WP No.14473 of 1997 and
interim order of Bombay High Court dated July 22,2002 in Writ Petition 1848 of 2002, and posted the matter for filing
affidavit in reply within 6 weeks and notice to the other side. The matter was heard on December 7, 2005 in detail and the
court stayed the proceedings of Chief Judicial Magistrate, Osmanabad. The matter is to be posted for final hearing.

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 TITAN INDUSTRIES LIMITED

Civil Cases
1. A writ petition (W.P No. 1848 of 2002) has been filed in the High Court of Judicature at Bombay, by our Company along
with Timex Watches Limited against the Union of India (Ministry of Food and Public Distribution) Delhi, Inspector of Legal
Metrology, Mumbai etc. based on the notices served by the department of Legal Metrology pursuant to the alleged
contravention of S.39, S.2(R), S.6(1), S.23(1) and S.63 of the Standards of Weights and Measures Act, 1976 and Standards
of Weights and Measures Rules, 1977. The Honourable High Court has granted injunction by way of order dated July
22,2002 restraining the departmental authorities from taking legal proceedings against the Company against offences
alleged in notices of seizure and compounding of offences. We have been informed by the Company that the matter is
pending detailed hearing.
2. A civil suit (C.No.4109 of 2002) has been filed by our Company against M/s. Bharat Times, Kolkata before Chief Metropolitan
Magistrate, Kolkata. The Company had supplied certain goods to the firm and said firm having failed to pay for the same,
the Company has filed a complaint in the Chief Metropolitan Magistrate Court at Kolkata under S. 138 read with Sec.141
of the Negotiable Instruments Act for the recovery of a sum of Rs.12,07,133 for the dishonor of cheque. The matter is
pending for commencement of trial. The next date of hearing is March 7, 2006.
3. A civil suit (O.S.No.3464 of 2000) has been filed by the Company against ANZ Grindlays Bank and Mr. Sudarshan Wadia
in the Court of Additional City Civil Judge, Bangalore with respect to flat in Mumbai which was leased to our Company by
Mr.Wadia. Order is sought by our Company for recovery of the amount of Rs.53,36,717 which was the security deposit
paid to the licensor and also for injunction against the release of Bank Guarantee. The Hon’ble court vide order dated
November 17,2001 has granted application (I.A.No.I) for ad-interim injunction restraining the bank to release the guarantee.
An appeal (M.F.A No.516 of 2002) has been filed by the licensor against the said interim order in the High Court of
Karnataka. This case is now posted to June 30, 2006 for hearing.
4. A writ petition (W.P.No.2378 of 1996) has been filed by our Company in the High Court, Kolkata, wherein the validity of
some of the provisions of the Standards of Weights and Measures and Packaged Commodity Act and Rules on the
notices of seizure under S.39 of Standard Weights and Measures Act,1976 issued by the authorities for compounding
offence on payment of Rs.9000, have been questioned. The High Court had granted injunction and after issuing notices
to the other side and the matter is being heard in detail. The matter is in the final stage of hearing and passing of orders.
The last date of hearing was November 24, 2005.
5. A civil revision petition (No.12 of 2005) has been filed by the Company in the High Court of Orissa, Cuttack challenging the
order of the District Court, Khurda at Bhubaneswar assuming jurisdiction to entertain the application of Crescent Art
Times Private Limited under S.9 of the Arbitration and Conciliation Act, 1996 (Arbitration Miscellaneous Case No.28 of
2004).The Hon’ble High Court has stayed the order of the District Judge and further proceedings pending disposal of the
civil revision petition. The matter is pending hearing of the Civil Revision and is yet to appear in cause list.
Direct Tax Litigation
1. An appeal (No. ITA 0696/Mds/2001) has been filed on May 08, 2001 under the Jurisdiction of Income Tax Appellate
Tribunal, Chennai against the Order passed by Commissioner of Income-Tax (Appeals) X, Chennai under S.250 of the
Income Tax Act, 1961 regarding income for the assessment year 1996-97 confirming the order of the Assessing Officer
passed under S.154 for rectification limiting the benefits of deductions under Chapter VIA of the Act to net income of
Rs.13,80,24,173 after deducting long term capital gains of amount Rs. 6,58,327 instead of allowing deductions on total
gross income for amount Rs.13,86,82,500 on the ground that the same was to be excluded in terms of S.112(2). Thus the
demand of Rs.1,83,210 has been raised. The liability has been provided for in the year 2003-04. The appeal was heard
and an order was passed against us by the the Income Tax Appellate Tribunal upholding the order passed by the
Commissioner of Income Tax (appeals) and dismissing the appeal of the Company.
2. An appeal (No. ITA 0621/Mds/1999) has been filed on April 12,1999 under the Jurisdiction of Income Tax Appellate
Tribunal, Chennai against the Order passed by Commissioner of Income-Tax (Appeals) X, Chennai for the assessment
year 1997-98. The Company filed return of income under S.115-JA at Rs.83410000 which was processed under S.143(1)(a)
and the Company was charged interest under S.234B and S.234C amounting to Rs. 8,92,558 and Rs. 15,70,070, the
(total amounting to Rs.2462628. The Company claims that the provisions of Advance tax are not applicable when return
is filed under S.115JA and hence no interest under S.234B and 234C are leviable. The said amount has been adjusted
against the refund due. The appeal has been heard and the order is awaited.
3. An appeal (No. ITA 0230/Mds/2001) has been filed on February 08, 2001 under the Jurisdiction of Income Tax Appellate
Tribunal, Chennai against the Order passed by Commissioner of Income-Tax (Appeals) X, Chennai regarding income for
the assessment year 1997-98 as processed under S.143(3) of the Act. The Company has appealed claiming for allowing
the depreciation and other expenses pertaining to the guest house, relief under S.80HH, 80I, 80IA, treating interest
income as business income and allowing deduction under S.80IA on the gross income instead of the net income. The

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 Company has claimed Minimum Alternate Tax carry forward of Rs. 3,58,66,300 which is disputed and is a potential
liability. The said liability has been provided for in the year 2003-04. The appeal has been heard and the order is awaited.
4. An appeal (No. 300 of 2004) filed on April 30,2004 by Commissioner of Income Tax-I, Chennai in the High Court of
Madras, Chennai against the order of Income Tax Appellate Tribunal dated January 23,2004 regarding income for the
Assessment year 1997-98. The Company was directed by the assessing officer to pay required tax on the technical
services rendered by the Japanese company in India to the Company on the grossed up amount as provided for under
S.195A of the Income Tax Act applicable to payments made net of tax (TDS). It was held by the Income Tax Appellate
Tribunal that income should be taxed in accordance with provisions of the Double Taxation Agreement i.e. at 20% rate.
Therefore the appeal was filed hereunder. The differential tax amount of Rs 206,520 has been remitted by the Company
in 1996-97.
5. An appeal (No. 207 of 2005) filed on the January 26, 2005 by Assistant Commissioner of Income Tax, Chennai before the
Income Tax Appellate Tribunal, Chennai against the order of the Commissioner of Income Tax (Appeals) regarding
income for the Assessment year 2001-02 as processed under S.143(1) stating that the interest under S. 234B and 234C
are to be applied before set off of Minimum Alternative Tax credit under S.115JAA. The appeal does not make any
reference to any monetary claim and the interest if any liable to be paid as calculated by the Company amounts to Rs.
1,12,08,174.
Indirect Taxes
1. An appeal has been filed before Central Excise Gold Appellate Tribunal (CEGAT), Delhi by the Company on September
16,1991 against the order of Commissioner of Appeal, Trichy upholding the order of Assistant Commissioner issuing
notice of demand on January 19,1989 for amount of Rs. 18,29,769 disallowing value discounts, seasonal discounts and
secondary packing discounts. The Company has made a prepaid deposit of Rs.5,00,000, and the balance demand is
Rs.13,29,769.
2. An appeal has been filed before Central Excise Gold Appellate Tribunal (CEGAT), Chennai by our Company against the
order of Commissioner (Appeals) confirming the differential duty demanded by the Central Excise Department, Hosur for
transfer of material to Dehradun unit for assembly and for cross utilisation of raw materials amounting to Rs.14,11,912
and Rs.9,38,396. Amounts of Rs. 5,00,000 and Rs.2,50,000 have been pre-deposited by the Company based on stay
orders of the CEGAT dated August 28,2001 and August 17,2001.
3. An appeal has been filed before Commissioner (Appeals), Chennai against the order of the Assistant Commissioner
which has confirmed the duty demanded on dealer’s share spent on advertisements under Dealer Cooperative
Advertisement Scheme amounting to a total demand of duty of Rs.17,92,408 along with the total penalty of Rs. 2,00,000.
The Company has pre-deposited a partial amount of Rs. 4,20,000 based on the order issued by the Commissioner (Appeals).
4. An appeal has been filed before CEGAT, Chennai against the order of Commissioner (Appeals) upholding the order of
Assistant Commissioner confirming demand of Rs.58,157 and imposing a penalty of Rs.33,772 vide order dated August
31,2003. It is contended by the Company that duty is payable only on those items described as scrap in the invoices which
are reused for production purposes and that scrap such as angles, pipes, broken chairs etc. is outside the scope of
excise. The pre-deposit of entire amount of differential duty i.e. Rs.58,157 has been made by the Company.
5. An appeal has been filed by the Company before Central Excise Sales Tax Appellate Tribunal (CESTAT), Chennai
against the order of Commissioner (Appeals) confirming the demand of Rs.58,03,279 and imposing a penalty of Rs.
58,03,279. The notice of demand dated December 31, 2004 was issued by the Department pursuant to amendment in
S.2(f) of the Central Excise Act,1944 whereby packing/re-packing, labelling etc.also amounts to manufacture. The Company
contends discharge of duty at Customs clearance at the time of import of watches in accordance with S.4A of the Act
(which involves declaration of retail price).
6. An appeal has been filed before CESTAT, Chennai against the order of Commissioner (Appeals) upholding the order of
the Deputy Commissioner confirming the demand of Rs.85,000. The Department has disputed the adopting of a concessional
rate of duty at 9.6% by the Company while returning defective inputs to the supplier which belonged to Small Scale
Industries instead of adopting normal rate of 16%. The department has contended that such inputs are to be treated as
goods manufactured by the Company. The Company contends payment of duty on such inputs by the original manufacturer
under S.3 read with S.4 of the Central Excise Act, 1944. The Deputy Commissioner had also imposed a penalty of
Rs.42,000 which was waived by the Commissioner (Appeals). The Company thus appeals against the duty demanded
and Department against waiver of penalty. The Company has pre-deposited Rs.85,000.
7. An appeal has been filed before CESTAT, Chennai against the order of the Commissioner (Appeals) dated March 31,2005
confirming the demand of differential duty raised by the Central Excise Department amounting to Rs. 1,02,42,767 in terms
of S.11D of the Central Excise Act, 1944 based on goods sold at revised higher Maximum Retail Price than the price
adopted from factory.

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8. An appeal has been filed before CEGAT, Chennai against the order of Commissioner (Appeals) upholding the order of
Assistant Commissioner confirming the demand of Rs.9,305 and imposing a penalty of Rs.1,000. The notice was issued
by Department to reverse credit availed for rejected inputs not used in the final product. It is contended by the Company
that inasmuch as rejections are covered by Rule 57D of the Central Excise Rules, credit taken need not be reversed. The
Company has pre-deposited Rs.9,305.
9. An appeal has been filed before CEGAT, Chennai against the order of Commissioner (Appeals) dated May 25,2001
upholding the order of Assistant Commissioner (Order No.38/2000) confirming the demand of Rs.4,77,186 and imposing
a penalty of Rs.4,77,186. The Department disallowed cenvat credit availed in respect of rejected clock components as not
being an eligible credit under Rule 57A.
10. An appeal has been filed before CESTAT, New Delhi against the order of Commissioner (Appeals) dated November
29,2004 upholding the order of Assistant Commissioner confirming the duty of Rs.8,56,417 being demanded by the
Department on watches brought into the factory for replacement of straps, dials and hands being contested as manufacturing
activities under S.2(f) of Central Excise Act,1944. The Company has made a pre-deposit of Rs.3,00,000 as directed by
Commissioner (Appeals).
11. An appeal has been filed before Commissioner (Appeals), Meerut against the order of Assistant Commissioner confirming
the demand towards cash discount and performance incentive offered to dealers, franchisees etc. The notice was issued
on September 28,1998 and on March 5,1999 proposing to disallow the above discounts on the ground that exact nature
of discounts is not known prior to removal of goods from the factory. Subsequently, the department has only decided not
to allow cash discount and performance incentive. The Company contends that at the time of clearance of goods such
trade discounts etc. are ascertained on a provisional basis and finalised after closing the books of accounts. The estimated
liability as per the Company amounts to Rs.23,00,000.
12. An appeal has been filed before CESTAT, Chennai by the Company against the order of Commissioner (Appeals) upholding
the order of Assistant Commissioner, Hosur confirming the demand of differential duty on wax moulds used to convert raw
gold into finished jewellery. The total demand including penalties being Rs.7,18,720. The department has contended that
the notification dated March 16,1995 exempts intermediate products used to produce dutiable final products. The pre-
deposit of Rs.54,000 has been paid as directed by Commissioner (Appeals). The potential liability if any required to be
paid by the Company shall amount to Rs. 6,64,720.
13. An appeal has been filed before CESTAT, Chennai by the Company against the order of Commissioner (Appeals) confirming
demand (regarding classification of miniature gold plated car provided to M/s Hyundai Motors which department classifies
as toys, of Rs. 3,31,000 and penalty to Rs. 50,000. The pre-deposit of Rs.1,00,000 has been made by the Company. The
potential liability if any required to be paid by the Company shall amount to Rs. 281000.
14. An appeal has been filed by the Central Excise Department, Hosur before CEGAT against the order of Commissioner
(Appeals) dated January 28,1999 quashing the notice issued by the Department denying concession on custom duty
amounting to Rs.15,67,713 availed by the Company while importing self bonding enamelled copper wire on the ground
that the said raw material was not used to manufacture DC Micro motors but in watch movements. The cross objections
to the appeal have been filed by the Company.
15. An appeal has been filed by the Central Excise department, Hosur before Central Excise Sales Tax Appellate Tribunal
(CESTAT), Chennai against the order of Commissioner (Appeals) upholding the sanction of refund of Rs. 8,87,930 by the
Assistant Commissioner, Hosur dated August 4,1999 relating to extra duty paid on tools for captive use on which duty was
paid based on cost price. The dispute is regarding the fixation of profit margins and is currently pending before CESTAT,
Chennai.
16. An appeal has been filed by the Central Excise department, Hosur before Central Excise Sales Tax Appellate Tribunal
(CESTAT), Chennai against the order of Commissioner (Appeals) reversing the order of Assistant Commissioner who
confirmed demand in relation to gold obtained out of sludge, for Rs.1,81,807 with interest of Rs.18,648, and imposing a
penalty of Rs.1,81,807. The pre-deposit of Rs.2,00,455 has been made by the Company. The Company believes that the
potential liability if any shall only be upto Rs.1,81,807.
17. A writ petition (C.W.P.No.1188 of 2005) has been filed by the Company against Central Board of Excise and Customs
(CBEC), Central Board of Direct Taxes (CBDT), Secretary of Industries Department (Government of Uttaranchal), against
the directions issued by Assistant Commissioner, Customs and Central Excise (Dehradun) to deposit central excise duty
as applicable with interest. Certain benefits that were availabe to the Company under notification (50 of 2003) were
revoked by a subsequent notification (27 of 2005). The Company has contested that the notification (27 of 2005) is ultra
vires the legislative competence of CBEC and has further contested the withdrawal on the basis that the Government of
Uttaranchal is estopped under the doctrine of promissory estoppel from confiscating a benefit that has been legally
passed under a statute. The Company has sought the reinstatement of the khasra numbers that were removed from the

225
 relevant category by the notification (27 of 2005). The Hon’ble High Court has passed an interim order staying the
proceedings of the excise authorities. The Hon‘ble High Court has observed in the interim order that there is no specific
reason for excluding the land on which the Company’s assembly facility is located from the notification granting the
exemption and has directed the Government of Uttaranchal to continue to extend the benefit of exemption from excise
duty under notification (50 of 2003) dated June 10, 2003 to the Company until disposal of the writ petition.
18. There are over 35 sales tax matters pending before the sales tax authorities in various states. The estimated liability as
per the Company amounts to approximately Rs. 848.01 lakhs. These matters are in the nature of the disputes wherein the
sales tax authorities have disallowed certain deductions such as quarterly performance incentives given to customers,
watch spares being made taxable at higher rate, platinum jewellery being taxed as non-jewellery item, non maintainance
of proper stock registers etc.
19. The Company has filed a petition in the Chennai High Court challenging the Luxury Tax Act of Tamil Nadu on tehgrounds
that the liability under the act is not clearly determinable and that the State does not have power to levy luxury tax on
production. The Company inter alia also contends that taxing the entire production amounts to taxing sales outside the
state and thus beyond the powers of the State. The Company has been paying luxury tax on the production value of sales
within Tamil Nadu and has stated the same in its stay petition before the High Court. The High Court has granted stay in
favour of the Company, subject to the condition that the Company continues to remit luxury tax. The Company has made
a provision for luxury tax based on the value of taxable purchases which amounts to Rs. 107 lakhs. The Tamil Nadu
Government has vide a Gazette notification dated December 29, 2004 withdrawn the levy w.e.f. December 29, 2004.
Customs Cases
1. An appeal has been filed along with stay application before CESTAT, Bangalore against the order of Commissioner of
Customs, Chennai confirming the demand of Rs 3,75,45,395 along with penalty amounting to Rs. 3,75,45,395 regarding
the payment of differential Additional Duty of Customs (CVD) on transaction value basis upon import of button cells for
after sale services without declaring retail price as per S.3(2) of the Customs Tariff Act,1975 read with S.3(1)(d) of the
Weights and Measures Act,1976. The bench has directed that during pendency of stay application, no coercive action
shall be taken by the Department. The matter is posted for hearing on November 18,2005. The Company has informed us
that liability of duty, penalty and interest upto Rs. 2,70,65,000 has been provided for and the remaining liability is Rs.102,
065,000.
2. An appeal has been filed before Supreme Court of India (Civil Appeal No.2706 of 2005) by the Commissioner of Customs,
Bangalore against the order of Honourable Customs, Excise and Service Tax Appellate Tribunal (CESTAT) dated November
4,2004, which has remanded the matter to Commissioner of Customs to re-quantify the demand. The matter is regarding
import of raw materials for Hosur watch plant on payment of concessional customs duty in terms of the customs notification,
differential duty being demanded on rejected raw materials not used for manufacture and those dispatched to Dehradun
factory. The Commissioner of Customs, Bangalore had confirmed the total demand of Rs.2,11,93,748 and also imposed
a fine of Rs.30,00,000 and penalty of Rs.75,00,000. The Company has filed its counter affidavit.
Arbitration Proceedings
We have initiated arbitration proceedings against M/s R.M.Jewellery in pursuance of the arbitration clause appearing in the
contract for conversion of gold into gold articles. Upon failure of performance of the contract, letter was sent to M/s R.M.Jewellery
to either return 24590.10 Gms of gold or its equivalent money. A notice of the appointment of arbitrator was issued to the other
party but they have not responded to the same. Finally, a petition (C.M.P. No.33 of 2005) was filed in the High Court of
Karnataka under S.11 of the Arbitration and Conciliation Act, 1996 for appointment of sole arbitrator and the arbitrator has
been duly appointed by the Honorable Court. The arbitration proceedings have commenced. We have filed our claim statement
and the respondents have filed their objections. We are now in the process of preparing a rejoinder to the objection filed by the
respondents.
Consumer Litigation
There are various matters pending at district and state consumer forums that have been filed against the Company, amounting
to approximately Rs. 7,83,152. These matters are in the nature of the disputes wherein the customers of the the Company
have either sought a replacement of watches purchased or have in addition to the same also sought monetary compensation.
Potential Litigation
We have received a show cause notice (No. T5/TNPCBD/F-837/RL/W/KNI/2005) dated June 28, 2005 from the Tamil Nadu
Pollution Control Board (TNPCB) under Section 25/26 of the Water (Prevention and Control of Pollution) Act, 1974 based on
the inspection conducted in the premises of the Company on March 18, 2005 by the officials of the TNPCB. In the show cause
notice the TNPCB has observed that conditions imposed in the consent order issued under the Water (Prevention and Control
of Pollution) Act, 1974 has been contravened. The Company has responded to the show cause notice and has over time also

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submitted an action plan .The TNPCB has vide its letter dated September 28, 2005 directed the Company to provide a bank
guarantee for Rs. 50 lakhs. The Company provided a bank guarantee to the TNPCB on October 6, 2005. TNPCB vide its letter
dated March 7, 2006 has informed the Company that its watch manufacturing unit at Hosur has failed to complete the RO plant
with evaporation system, SLF facility and furnish comprehensive waste management plan within the stipulated time as per the
terms and condition of the bank guarantee. TNPCB has therefore decided to invoke 50% of the bank guarantee. Pursuant to
which the Company has been directed to make payment of Rs.25 lakhs.
Indirect Tax Show Cause Notices
1. A show cause notice (No.260/2000) dated November 15,2000 has been issued by the Assistant Commissioner of Central
Excise, Hosur in relation to availing credit on In-House manufactured intermediate products by the watch division, at
Hosur in relation to a sum of Rs. 13,31,631. The Company has informed us that they have filed their response in this
regard.
2. The following show cause notices were issued by the Commissioner of Customs and Central Excise, Meerut in relation to
alleged substantial expansion of installed capacity of Dehradun unit, thereby denial of exemption by department. They
are (i) notice No.16319/2004 dated November 3,2004 for a period from October 15, 2003 to October 31, 2003 amounting
to Rs.93,87,519 and (ii) Notice No.17550/2004 dated December 3,2004 for a period from October 15, 2003 to October 31,
2003 amounting to Rs.2,51,10,959. The Company has informed us that they have their responses in this regard.
3. A show cause notice (No.56/2004) dated December 6,2004 has been issued by Assistant Commissioner of Central
Excise,Chennai in relation to duty to be discharged at 16%adv. instead of 8% advance paid on watches cleared to
institutions based on ex-factory price as per purchase order as per notification 10/2003 for a sum of Rs 23,00,470. The
Company has informed us that they have their responses in this regard.
4. A show cause notice (OCNO 130/97) dated Jan 15,1997 has been issued by Assistant Commissioner of Central
Excise,Hosur demanding duty of 3,59,307.26 on captive use of tools by alleged wrongful availment of exemption under
Notification 67/95 dated March 16,1995 and thereby contravening Rule 9(1) of the Central Excise Rules,1944. The Company
has informed us that they have their responses in this regard.
5. A show cause notice (PGOR No.6/96) dated March 17,1997 has been issued by Assistant Commissioner of Central
Excise,Hosur demanding a duty of 2,17,894.55 for clearance jewellery watches under Rule 9(2) of the Central Excise
Rules,1944 read with S.11A of the Act along with penalty under Rules 9(2) and 173Q of Rules and S.11AC of the Act
(penalty not quantified) The Company has informed us that they have their responses in this regard.
6. A show cause notice C.No.V/91/30/20/04 Adj. dated May 28,2004 has been issued by Assistant Commissioner of Central
Excise,Hosur being debit of amount of 8% as per rule 6(3)(b) of Cenvant Credit Rules 2002 along with regular debits on
fortnightly basis found not in order. Interest amounting to Rs.95,059 is made chargeable under S.11A and S.11AB of
Central Excise Act 1944, along with penalty under Rule 27 of Central Excise Rules (penalty not quantified). The Company
has informed us that they have their responses in this regard.
7. A show cause notice C.No.V/91/30/40/2004 Adj. dated December 6,2004 has been issued by Assistant Commissioner of
Central Excise, Hosur demanding Rs.1,67,227 being short payment of duty due to alleged wrongful adoption of S.4
instead of S.4A of the Central Excise Act,1944 for valuation for watches of retail sale price not exceeding Rs.500 along
with penalty under Rule 25 of the Central Excise Rules 2002 and interest under S.11AB of the Act (penalty and interest
not quantified). The Company has informed us that they have their responses in this regard.
8. The following show cause notices were issued by the Assistant Commissioner of Central Excise, Hosur demanding
differential duty on watches held by clearing and forwarding agents during price revisions in contravention of S.4A of the
Central Excise Act,1944: (i) Notice OC.No.200/2003 dated August 29,2003 for amount of Rs.4,10,205 under S.11A of the
Central Excise Act,1944 along with penalty and interest under S.11AC of the Central Excise Act, 1944 and, (ii) Notice C.
No.V/91/30/65/2003 Adj dated December 19,2003 for an amount of Rs.4,25,685 under S.11A of the Central Excise Act,1944
along with penalty and interest under S.11AC and S.AB respectively of the Central Excise Act,1944. The Company has
informed us that they have their responses in this regard.
9. Eight show cause notices have been issued in relation to duty payable on wax moulds manufactured by our Company for
production of jewellery items which has been availed as benefit by the Company under captive consumption notification
No.67/95 CE dated March 16, 1995. The Central Excise department has claimed a total duty of Rs. 2,85,439

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Amounts Owed To Small Scale Undertakings
The details of the amounts owed to the small scale undertakings as on January 31, 2006 exceeding Rs. 1 lakh and outstanding
for more than 30 days are provided below:
SI No. Party Name Amount/Rs.
1 Superheat Industries 0.20
2 Diamant Triumph Metallplastic Private Limited 100.00
3 Chennai Felt Mills Private Limited 1,802.00
4 Indo Plast 2,829.00
5 R Chem 7,108.00
6 Dhanoor Industree 6,032.00
7 Sneha Latex Products 73,346.00
8 Suraj Enterprises 41,340.00
9 Arasu Enterprises 681.00
10 Star Barrat Enterprises 75,100.00
11 HCPL Parts Company 92,196.00
12 Bangalore Mecatronics Private Limited 2,16,562.00
13 Centura Watch Cases Private Limited 1,39,891.00
14 Shankara Industries 6,75,216.00
15 Universal Hands 36,175.00
16 Plasma 7,43,067.00
17 P & S Galvasols 2,95,608.00
18 Classic Dials Private Limited 2,08,227.28
19 Horological Components Private Limited 2,38,356.00
20 R & S Enterprises 1,47,575.00
21 Medicon Leather Private Limited 4,499.00
22 Hirsch Watch Straps Private Limited, Hosur 2,96,262.00
23 Sona Band 1,67,396.00
24 Sree Lakshmi Enterprises 3,96,590.00
25 Vardhan Banda Private Limited 1,11,081.00
26 Sona Horologicals Private Private Limited 18,62,879.00
27 Hitech Times 20,96,771.00
28 Hirsch Watch Straps Private Limited, Bangalore 9,54,530.00
29 Relic Industries 14,98,025.00
TOTAL 1,03,89,244.48

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 TITAN INDUSTRIES LIMITED

Suits involving our Subsidiaries

Titan Time Products Limited (“TTPL”)
Direct Taxes
1. An Appeal has been filed by TTPL on October 05, 2005 under the Jurisdiction of Income Tax Appellate Tribunal, Panaji
against the Order passed by Commissioner of Income-Tax (Appeals), Panaji, Goa communicated on August 13, 2005
regarding income for the assessment year 1997-98 as processed under S.143 (3) read with S.147 of the Income Tax Act,
1961(the Act). The Company contends that the CIT (Appeals) has erred in confirming the action of Assessing Officer in
restricting the depreciation on electrical installations to 10% as applicable to Furniture and Fittings as against claimed at
25% amounting to Rs.266018.An expenditure of Rs.1,77,130 made for community development is also claimed as wrongly
disallowed being a business expenditure. The Company informs us that there is no potential liability as tax has been paid
under Minimum Alternate Tax.
2. An Appeal has been filed by Titan Time Products Limited on February 15, 2005 under the Jurisdiction of Income Tax
Appellate Tribunal, Panaji against the Order passed by Commissioner of Income-Tax (CIT) (Appeals), Panaji, Goa
communicated on December 24, 2005 regarding disallowance of community development expenditure amounting to
Rs.1,38,636. Titan Time Products Limited has informed us that there is no potential liability to this amount as tax has been
paid under Minimum Alternate Tax. Further, CIT (Appeals) found the order of Assessing Officer restricting rate of depreciation
to 25% as against 40% claimed by the assessee, thus disallowing excess depreciation of Rs.3,46,510 as not in order,
directed to be deleted. Department has filed an appeal on the ground of excess depreciation. Potential liability being
Rs.1,40,470 shown in books as contingent liability. The next date of hearing is currently not known to the Company.
3. An Appeal has been filed by Assistant Commissioner of Income Tax, Margao under the Jurisdiction of Income Tax Appellate
Tribunal, Panaji against the Order passed by Commissioner of Income-Tax (CIT) (Appeals), Panaji communicated on
August 26, 2005, in favour of TTPL, holding that the assessee company is eligible for 40% depreciation on plant and
machinery as the company is a semi-conductor industry.
Suits involving Associate Companies
Questar Investments Limited
Direct Tax Cases
1. An appeal has been filed under the Jurisdiction of Commissioner of Income-Tax (Appeals) X, Mumbai against the
Assessment Order for 2004-2005 communicated on December 31, 2005, disallowing the expenditure of Rs.5,52,531
incurred by the company towards interest, audit fees, service charge etc. as business expenditure under S.36(1) (iii) or
S.37 or S.57 of the Income Tax Act, 1961. The potential liability in this regard in the opinion of the company is Rs.63,761
which has been adjusted against the refund due. The matter has been heard and the order is awaited.
2. An Appeal has been filed under the Jurisdiction of Commissioner of Income-Tax (Appeals) X, Mumbai against the
Assessment Order for 2003-2004 communicated on July 26, 2005 disallowing Rs.1,24,07,893 claimed by the Company
towards interest paid on borrowed capital as business expenditure under S.36(1) (iii) or S.57(iii) of the Income Tax Act,
1961. The potential liability in this regard in the opinion of the Company is Rs.5,383,342 which has been paid in the year
2005-06. The order of the CIT (Appeals) X, Mumbai, has been communicated on February 15, 2006 confirming the said
disallowance, and the company is filing an appeal against this order, before the Hon’ble Income Tax Appellate Tribunal,
Mumbai.
3. An Appeal has been filed under the Jurisdiction of Commissioner of Income-Tax (Appeals) X, Mumbai against the
Assessment Order for 2002-2003 communicated on July 29, 2005 disallowing Rs.1,30,99,813 claimed by the Company
towards interest paid on loan borrowed as business expenditure under S.36(1) (iii) or S.57(iii) of the Income Tax Act,
1996. The potential liability in this regard in the opinion of the Company is Rs.11,602. The potential liability in this regard
in the opinion of the Company is Rs.11,602. The order of the CIT (Appeals) X, Mumbai, has been communicated on
February 15, 2006 confirming the said disallowance, and the company is filing an appeal against this order, before the
Hon’ble Income Tax Appellate Tribunal, Mumbai.
4. An Appeal has been filed on September 2, 2004 under the Jurisdiction of the Income-Tax Appellate Tribunal, Mumbai
against the Order of the Commissioner of Income – Tax (Appeals) X, Mumbai communicated on July 16, 2005 confirming
the disallowance in the assessment order for 2001-2002 of Rs.1,44,57,738 claimed by the Company towards interest paid
on the amount borrowed as business expenditure under S.36(1) (iii) or S.57(iii) of the Income Tax Act, 1961. The potential
liability in this regard in the opinion of the Company is Rs.4,368,706 which has been paid in the year 2004-05. The matter
is yet to be heard by the Tribunal.

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Samrat Holdings Limited
a) The company incurred Rs.1,97,00,000 on litigation during financial year 1996-97 and financial year 1997-98, of which
50% was held to be deductible by the Income Tax Appellate Tribunal. The Income Tax Department has appealed against
the said order of the Tribunal to the Bombay High Court.
b) The Income Tax Department had also assessed the company to additional interest income of Rs.2,65,00,000 for financial
year 1992-93, which was held to be incorrect by the Income Tax Appellate Tribunal. The Income Tax Department has
appealed against the said Order of the Tribunal to the Bombay High Court.
Tanishq India Limited
Cases against the company
1. A complaint (UTPE No.62 of 2002 and IA No.83 of 2002) filed before the Monopolies and Restrictive Trade Practices
Commission, Delhi against Tanishq India Limited by Ms. Lakshmi Sandhu for indulging in unfair trade practice under the
scheme impure to pure - exchange of gold, seeking an order to cease and desist and for compensation of Rs.51.200. The
matter was listed on January 17, 2006 for admission on January 20, 2006 for cross examination of the complainant.
However, the complainant did not appear. The matter is now posted for admission on May 1, 2006 and for cross examination
on July 6, 2006.
2. A civil suit (No.898 of 2003) has been filed by Tanishq India Limited in the Delhi High Court against Mrs. Renu Sharma the
Proprietor of M/s Rajwarah Jewellers Delhi, for recovery of Rs.1,60,05,742 in light of certain jewellery belonging to the
company being in the custody of the defendant, on account of termination of the franchise agreement between the parties.
The court has granted an order of injunction restraining the defendants from alienating, transferring, creating a mortgage
or lien or pledge or in any manner parting with possession of the properties. The matter is now listed for filing of additional
affidavit in March 2006.
Suits involving group companies of our Promoters
1. Tata Consultancy Services Limited (“TCS”)
The outstanding litigation involving TCS is as follows:
Cases Filed against TCS as on October 5, 2005
Property Suits
1. There are 2 cases filed against TCS regarding properties licensed to TCS. As on September 30, 2005, contingent
liability of Rs.75,60,15,746 has been disclosed as amount not provided for. Further, there is one case pending
adjudication regarding dispute of title of property purchased from Voltas Limited in Thane upon payment of consideration
of Rs.28,27,33,931.
2. TCS has also filed a writ petition against Municipal Corporation and the Commissioner for permission to carry out
repairs and modification to the Rallis House building. An Interim order passed by the High Court for payment of
Rs.4,67,36,840 as deposit and a bank guarantee of Rs.4,00,00,000 has been complied with.
Money Suits
There are 3 money suits pending in different courts at various stages of adjudication. The total amount involved is
Rs.17,66,664.
Stamp Duty
There are 2 cases pending adjudication regarding payment of additional stamp duty. The total amount involved is Rs.
9,18,758.
Consumer Cases
There are 5 cases pending before various District forums, City Civil Courts and the Monopolies and Restrictive Trade
Practices Commission for redressal of consumer disputes. The total amount involved is Rs.1,88,461.
Tax Cases
There are 2 tax cases pending adjudication regarding payment of arrears of service tax of Rs.19,78,758 and sales tax of
Rs.43,36,216.
Intellectual Property Disputes
There is one copyright case pending before the Copyright Board alleging non-payment of royalty by TCS.

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Miscellaneous
There are 4 cases pending adjudication before various courts regarding payment of license fee, monthly advertisement
charges, fraudulent encashment of Cheque and contribution towards employees provident fund. An amount of approximately
Rs.39,77,22,000 has been provided for as on September 30, 2005 in this regard.
Cases filed by TCS as on October 5, 2005
Criminal Cases
There is one complaint filed by TCS regarding fraudulent encashment of cheques. An amount of Rs.55,00,000 has been
provided for in the books of accounts as on September 30, 2005 in this regard.
Labour Cases
There are 249 cases pending adjudication filed by TCS against its ex-employees.The total claim amounts to Rs.1,69,26,690.
Intellectual Property Disputes
There are 2 trademark disputes pending adjudication and 3 pending opposition proceedings filed by TCS.
Miscellaneous Matters
There are 5 cases pending before various courts regarding software related disputes involving a total claim of Rs.79,33,716.
There are two cases pending adjudication regarding payment of security deposit to the tune of Rs.10,80,000, and revocation
of bid and return of earnest money of Rs.24,00,000.
2. Tata Motors Limited
The outstanding litigation involving Tata Motors Limited is as follows:
Excise
As on October 31, 2005, there are 321 excise matters pending adjudication before various authorities, tribunals and
courts. The total amount involved is Rs 137,78,00,000.
Sales Tax
As on October 31, 2005, there are 152 matters regarding sales tax cases pending adjudication before various authorities,
tribunals and courts. The total amount involved is Rs 2,46,02,00,000.
Octroi
As on October 31, 2005, the following matters are pending in relation to payment of octroi by Tata Motors .
i) A demand of Rs. 43, 00,00,000 has been raised on account of differential octroi levied by the Pimpri Chinchwad
Municipal Corporation (PCMC) the same is pending before the Bombay High Court
ii) A demand of Rs.1,70,00,000 has been raised by PCMC towards differential octroi on casting and forgings imported
during the period 1979 – 84. The demand was challenged by the company by way of a Municipal Appeal (by depositing
an amount of Rs.1.20 crores and furnishing Bank Guarantee of Rs.50 lakhs) which was decided in favour of the
company. PCMC was directed to refund the said amount of Rs.1,20,00,000 with interest (Rs.3,61,00,000) and
Rs.1,00,000 as costs. The amount of Rs.4,82,00,000 (Rs.1,20,00,000 cash deposit + Rs.3,61,00,000 of interest +
1,00,000 cost thereon) has been withdrawn by the company. PCMC has preferred a First Appeal which is pending
adjudication before the Bombay High Court.
iii) A demand of Rs.9,79,00,000 raised by PCMC on the basis of the order passed by the Bombay High Court allowing
the PIL challenging the stay granted by the State Government to the implementation of highly escalated octroi rates
for the period January 6, 2002 to May 7, 2002. This demand has been challenged by MCCIA and affected industries
which is pending adjudication before the Supreme Court.
iv) A Refund of Rs.52,00,000 being claimed by us on double levy of octroi by PCMC which is pending adjudication
before Civil Court, Pune.
Road tax
As on December 31, 2005, there is one road tax matter regarding levy of road tax by the state of Bihar (now Jharkhand)
filed against Tata Motors pending before the Supreme Court involving an amount of Rs.5,14,00,000.

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 Property tax
As on December 31, 2005, the following 158 matters have been filed against Tata Motors
i) In one case a demand of Rs.1,69,00,000 being disputed on account of property tax demanded by the Municipal
Corporation of Delhi on the property at TML Sales and Services (TSS) Delhi. The matter is pending adjudication
before the Delhi High Court).
ii) The company has filed three casese before the Asst. Commissioner (Tax), against the PCMC for their proposed
demand of Rs.2,35,00,000 towards property tax on our vacant land at Pimpri, Chinchwad and Chikhali for the period
2001-2002
iii) 24 writ petitions have been filed by PCMC challenging the orders of the District Court, Pune fixing the rateable value
at the rate of 5% & 6% of the cost of construction. The matter is pending adjudication before the Bombay High Court.
iv) 130 municipal appeals challenging the rateable value fixed by the corporation @ 8% in respect of the company’s
industrial and residential buildings is pending adjudication before small cases court, Pune.
Excess Land Disputes
As on December 31, 2005, there is one case pending adjudication before the Bombay High Court regarding payment of
premium demanded by the Pimpri Chinwad New Township Development Authority for excess land handed over to Tata
Motors.
Non Agricultrural Assessment
As on December 31, 2005, there is one case regarding demand of Rs.45,00,000 for the period 1995-1996 to 2001-2002
by the Revenue Authorities in respect of Chikhali land which is pending adjudication before the Bombay High Court.
Civil cases
As on October 31, 2005, there are 986 cases pending before various courts. The cases are at various stages of hearing.
Labour cases
As on October 31, 2005, there are 190 cases pending before various Courts and Tribunals. The cases are at various
stages of hearing.
Criminal cases
As on October 31, 2005, there are 431 cases pending adjudication at various stages of hearing. The company has also
initiated proceedings under Section 138 of the Negotiable Instruments Act against customers/dealers in 8,576 cases.
Consumer cases
As on October 31, 2005, there are 1,776 cases pending adjudication before various consumer forums and commissions
at various stages of hearing.
Motor Accident Claims
As on October 31, 2005, there are 1,651 motor accident cases pending adjudication. The cases are at various stages of
hearing.
Public Interest Litigations
As on October 31, 2005, there are 3 cases pending adjudication before various courts.
Proceedings under Monopolistic and Restrictive Trade Practices Act
As on October 31, 2005, there are 14 cases which are pending adjudication. The cases are at various stages of hearing.
Arbitration Matters
As on December 31, 2005, there are 237 arbitral proceedings pending at various stages of hearing.
3. Tata Steel Limited
Contingent Liability as on September 30, 2005
Steel Division
Money suits and other claims
There are 41 cases pending before various courts and tribunals. The cases are at various stages of hearing. The total
amount involved is Rs. 96,19,74,898.

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Arbitration Proceedings
There are 8 arbitral proceedings pending. The total amount involved is Rs.1,78,05,081.
Labour cases
There are 5 cases pending before various courts and tribunals. The cases are at various stages of hearing. The total
amount involved is Rs. 299,722,378.
State Levies
There are 18 cases pending before various authorities, courts and tribunals. The cases are at various stages of hearing.
The total amount involved is Rs. 1,185,472,494.
Sales tax
There are 140 cases pending before various authorities, courts and tribunals. The cases are at various stages of hearing.
The total amount involved is Rs. 2,214,488,765.
Excise
There are 17 cases pending before various authorities, courts and tribunals. The cases are at various stages of hearing.
The total amount involved is Rs.322,882,782.
Custom duty
There are 2 cases pending before various authorities, courts and tribunals. The cases are at various stages of hearing.
The total amount involved is Rs.211,046,770.
Bearings Division
Excise
There are 10 cases pending before various authorities, courts and tribunals. The cases are at various stages of hearing.
The total amount involved is Rs. 6,611,320.
Sales tax
There are 30 cases pending before various authorities, courts and tribunals. The cases are at various stages of hearing.
The total amount involved is Rs.147,526,109.
Customs
Central excise and custom dept has demanded for custom duty on lam coke shortage before de-bonding of the plant. The
payment of Rs 3,00,000 has been made as per the instruction of CEGAT.
FAMD
Excise
There is 1 case pending adjudication and the total amount involved is Rs. 1,337,221.
Customs
There is 1 case pending adjudication and the total amount involved is Rs. 2,273,739.
Bills discounted
Bills discounted amount to Rs. 711,600,174.
Power Liability
There are 2 cases pending adjudication. The cases are at various stages of hearing. The total amount involved is Rs.
71,512,658.
Orissa Rural Infrastructure and Socio-Economic Development Act
There is 1 case pending adjudication and the total amount involved is Rs. 579,525,217.
Tubes Division
Money suits and other claims
There is 1 case pending adjudication and the total amount involved is Rs. 458,461.

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 Sales tax
There is 1 case pending before adjudication. The total amount involved is Rs. 47135529.
Customs, Excise and Import duty
There are 4 cases pending before various Authorities, Courts and Tribunals. The cases are at various stages of hearing.
The total amount involved is Rs.6, 924,524.
Labour cases
There are 2 cases pending adjudication before various Courts and Tribunals. The cases are at various stages of hearing.
The total amount involved is Rs. 5,646,684.
Wire Division
Supplier and service contracts
There are various cases pending adjudication and the amount involved is Rs. 30,926,303.
Sales Tax
There are various cases pending adjudication and the amount involved is Rs. 50,692,234.
Customs
There are various cases pending adjudication and the amount involved is Rs, 40,312,582.
Excise
There are various cases pending adjudication and the amount involved is Rs. 382,903,771
Bill discounting
Bills discounted amounting to Rs. 110,128,757.
Income tax
There are various cases pending adjudication and the amount involved is Rs. 75,136,094.
Miscellaneous
Income Tax
There are 6 cases pending adjudication before various Courts and Tribunals. The cases are at various stages of hearing.
The total amount involved is Rs. 748,900,000.
Corporate/ Bank Guarantees
There are 12 cases pending adjudication before various Courts and Tribunals. The cases are at various stages of hearing.
The total amount involved is Rs.3,516,400,000.
4. IHCL
The outstanding litigation involving IHCL as on September 30, 2005 is as follows:
Civil Cases
There are 10 civil cases filed against IHCL which are pending adjudication before various courts. The total amount
involved is Rs. 39,46,74,374.
Consumer Cases
There are 2 consumer cases filed against IHCL which are pending adjudication before the National Commission. The total
amount involved is Rs. 1,32,98,575.
Central Excise
There are 2 matters filed against IHCL which are pending adjudication before the Supreme Court. The total amount
involved is Rs. 32,88,232.
Property Tax
There is one matter filed against IHCL which is pending before NDMC for reassessment of demand of Rs.42,54,95,437
claimed as property tax arrears.

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5. VSNL
The outstanding litigation involving VSNL as on September 30, 2005.
Contingent Liabiities
i. Claims for taxes on income (Refer Notes 1 and 2) .
a. Income tax disputes where the department is in appeal against the company 16,94,521
b. Income tax disputes where the company has a favourable decision in other
assessment year for the same issue 18,60,194
c. Income tax disputes other than above 95,93,879
ii. Claims for other taxes 2,29,135
iii. Other claims 3,81,738

Notes
1. Significant claims by the revenue authorities in respect of income tax matters are in respect of:
a. expenditure on licence fees for the assessment year 1995-96 disallowed by the revenue authorities. The company’s
appeal was allowed at the tribunal stage, and the matter is now pending before the high court.
b. deductions claimed under section 80 IA of the Income Tax Act from assessment years 1996-97 onwards have
been disallowed by the revenue authorities. The company has contested the disallowance and has preferred appeals
c. The reimbursement by the Department of Telecommunications (DoT) of income tax paid by the company on the
DoT levy during 1994-95, that was taxed by the revenue authorities. The Commissioner of Income Tax (Appeals)
has upheld the disallowance. The company is in appeal with the Income Tax Appellate Tribunal.
2. Based on the CIT(Appeals) favourable orders received in the current year for assessments years, 1994-95, 1998-99,
2000-01 and 2001- 02. The above mentioned contingent liabilities would reduce by Rs. 29,07,922 thousands. The
company has not considered the reduction in contingent liability since the assessing officers order giving effect to the
CIT (Appeals) order has not been received.
Cases filed against VSNL
Civil Cases (including consumer litigation, money suits, supplier claims)
There are 41 cases filed against VSNL before various consumer forums and courts which are currently at various stages
of hearing. The total amount involved is Rs.33,07,31,998
Labour Cases (including Contract Labour)
There are 33 labour related cases filed against VSNL pending adjudication before various labour courts as well as civil
courts. The total amount involved is Rs.50,000.
Property Tax
There are 2 cases pending against VSNL relating to payment of property tax.
Land Related Disputes
There are 6 cases filed against VSNL pending adjudication relating to land acquisition and valuation of land. The total
amount involved is Rs.75,00,000.
Arbitration Proceedings
There are 2 arbitral proceedings initiated against VSNL.
Customs
There is one case pending adjudication before Commissioner of Customs.
Cases filed by VSNL
Civil Cases (including money suits, customer dues)
There are 20 cases filed by VSNL before various consumer forums and courts which are currently at various stages of
hearing. The total demand amounts to Rs.1,34,28,397.

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 Arbitration Proceedings
There are 2 arbitral proceedings initiated by VSNL.
Suits involving Promoters
1. Tata Sons Limited (“TSL”)
Contingent Liabilities
a) TSL has given guarantees to banks, financial institutions and others in respect of cash credit, loan arrangements etc.
allowed to other companies of the maximum amount of Rs.1673.90 crores as on December 31, 2005. The amounts
outstanding against the above guarantees as on December 31, 2005 were Rs.1653.19 crores. A part of the above
cash credit, loan arrangements, etc. are secured against the assets of the borrowers.
b) TSL has pledged shares of the book value of Rs.607 crores held in a subsidiary of TSL as security for the assistance
availed by that company from certain banks
c) Tata Teleservices Limited has issued in December 2002, redeemable preference shares which are redeemable at
the end of 76 months. TSL has entered into a put option agreement with the shareholders under which the maximum
liability of TSL, if the option is exercised, would be Rs.836 crores. Of the above, TSL holds preference shares amounting
to Rs.298.92 crores.
d) Claims against TSL not acknowledged as debts are as follows:
TSL has received a sales tax demand of Rs.4.39 crores for subscriptions received under the Brand Equity and
Business Promotion Agreement for the financial years 1998-99 to 2001-02. A deposit of Rs.0.66 crore was made in
January 2004 and the matter is under appeal which has not yet been heard.
Suits involving our Directors
1. Mr. Ishaat Hussain
An appeal has been filed against the Order of the Enforcement Directorate dated March 15, 2005 levying a penalty on
Tata Korf Engineering Services Limited and its former directors including its former Director including Mr. Ishaat Hussain
for the alleged violation of the Foreign Exchange Regulation Act in relation to certain past transaction of the Company. An
appeal has been filed before the FEMA Appellate Tribunal, New Delhi. The Kolkata High Court, granted an interim stay
against the Order of the Enforcement Directorate, vide its dated October 5, 2005. The matter is pending final disposal.
2. Mr. Bhaskar Bhat and Dr. Krishnadas Nair
A criminal Writ Petition (Criminal Writ Petition No. 354 of 2005) has been filed by our Company and Mr. Bhaskar Bhat, the
Managing Director and Dr. Krishnadas Nair in the High Court of Judicature, of Bombay bench at Aurangabad to quash the
criminal proceedings bearing S.C.C No.515 of 2005 filed in the Court of Chief Judicial Magistrate, Osmanabad filed by the
Deputy Controller of Weights and Measures, Aurangabad for the alleged contravention of S.39, 2(R), 6(1), 23(1) and S.63
of the Standards of Weights and Measures Act, 1976 and Rules, 1977. The grounds of petition have been that the criminal
proceedings bearing no. S.C.C. No.515 of 2005 is illegal and bad in law in view of pendency of Civil Writ Petition No. 1848
of 2002. The Hon’ble High Court has admitted our writ petition and granted stay against any further proceedings by the
Magistrate considering the judgement in WP No.14473 of 1997 and interim order of Bombay High Court dated July 22,
2002 in Writ Petition 1848 of 2002, and posted the matter for filing affidavit in reply within 6 weeks and notice to the other
side. The matter was heard on December 7, 2005 in detail and the court stayed the proceedings of Chief Judicial Magistrate,
Osmanabad.
3. Mr. Bhaskar Bhat
An application vide (Arb.Misc.No.28 of 2004) has been filed by Crescent Art Times Private Limited, Bhubaneshwar against
our Company, Mr. Bhaskar Bhat and its officers before District Judge, Khurda, Bhubaneshwar under S. 9 of the Arbitration
and Conciliation Act, 1996 restraining our Company from stopping the billing and termination of the Franchise Agreement
and allowing the petitioner to continue run the business till the disposal of dispute before the arbitrator. The Company has
filed an appeal in the High Court, at Cuttack. The Honourable High Court has stayed the order of the District Judge till
disposal of Civil Revision Petition.
A criminal complaint (STC No.2 of 2003) has been filed by the State of Andhra Pradesh and others before the III Additional
Judicial Magistrate Court of First Class, Tirupathi. Further, summons were issued to the Managing Director for contravention
of some of the provisions of the Standards of Weights and Measures Act and Rules and for compounding of the offence.
The Company has filed its discharge application before the Magistrate under S.239 of Criminal Procedure Code, claiming
the settlement of the issue by Honourable High Court, of Andhra Pradesh in Writ Petition (W.P.No.14473 of 1997) wherein
it has held the no applicability of provisions of the Standards of Weights and Measures Act and Rules The Magistrate is
hearing the discharge application filed by the Company. The matter is adjourned till April, 2006.

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GOVERNMENT APPROVALS
On the basis of the indicative list of approvals below, we are permitted to carry on our business activities and no further
approvals from any Government authorities/RBI are required by the Company to undertake the business of the Company. It
must be distinctly understood that, in granting these licenses, the Government of India and/or RBI does not take any responsibility
for our financial soundness or for the correctness of any of the statements made or opinions expressed in this behalf. The
approvals obtained and/or required to be obtained by us relate to our Company and also particularly to each of our manufacturing
units in Hosur, Baddi, Dehradun and Bommasandra.
We have obtained necessary approvals and registrations from various authorities in relation to our business activities; which
include:
(i) Permanent Account Number and Tax Deduction Account Number under the Income Tax Act, 1961;
(ii) Service Tax Registration;
(iii) Registration under the Central Sales Tax Act, 1956, and various state sales tax legislations;
(iv) Central Excise Act, 1944;
(v) Importer-Exporter Code Number under the Foreign Trade Development and Regulation Act, 1992;
(vi) Registration with the Employees’ State Insurance Corporation under Employees’ State Insurance Act., 1948; and
(vii) Registration under Employees Provident Fund & Miscellaneous Provisions Act, 1952.

We have also obtained necessary approvals from various authorities for conduct of business at our manufacturing units
located at Hosur, Baddi, Dehradun and Bommasandra. These approvals include:
(i) Factory License under the Factories Act, 1948 for all our manufacturing units located at Hosur, Baddi, Dehradun and
Bommasandra;
(ii) Contract Labour Registration under the Contract Labour (Regulation and Abolition) Act 1970 for our watch manufacturing
units located at Hosur, Baddi, Dehradun, our precision engineering manufacturing units located at Hosur and Bommasandra
and our jewellery manufacturing unit located at Hosur;
(iii) Authorisation under Rule 3(c) and Rule 5(5) of Hazardous Wastes (Management and Handling) Rules, 1989 for our watch
manufacturing unit located at Baddi and for our precision engineering and jewellery manufacturing units located at Hosur;
(iv) Consent Order under Section 21 of the Air (Prevention and Control of Pollution) Act, 1981 for our watch manufacturing
units located at Baddi, Dehradun and our precision engineering manufacturing unit located at Bommasandra; and
(v) Consent Order under Section 25 of the Water (Prevention and Control of Pollution) Act, 1974 for our watch manufacturing
units located at Baddi, Dehradun and our precision engineering manufacturing unit located at Bommasandra.
Some of the registrations/licenses/approvals obtained by us have expired in the ordinary course of business or are in the
process of being applied for. We undertake to obtain all approvals, licenses, registrations and permissions required to operate
our business. Certain of the registrations/licenses/approvals pending renewal/approval include:
(i) Consent Order under Section 21 of the Air (Prevention and Control of Pollution) Act, 1981 for our manufacturing units in
Hosur;
(ii) Consent Order under Section 25 of the Water (Prevention and Control of Pollution) Act, 1974 for our manufacturing units
in Hosur; and
(iii) Authorisation under Rule 3(c) and Rule 5(5) of Hazardous Wastes (Management and Handling) Rules, 1989 for our watch
manufacturing units in Hosur and Dehradun and our precision engineering manufacturing unit at Bommasandra.
Please also refer to the risk factor titled “Consents and authorisations under certain environmental legislations have not been
renewed.” and “We require certain approvals or licenses in the ordinary course of business, and the failure to obtain them in
a timely manner or at all may adversely affect our operations.” in the section titled “Risk Factors” on page 4 of this Letter of
Offer.

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MATERIAL DEVELOPMENTS
Apart from the changes mentioned below and elsewhere in this Letter of Offer, since the date of the last financial statements
disclosed (i.e., September 30, 2005) in this Letter of Offer, the Board of Directors are not aware of any circumstances that
materially or adversely affect or are likely to affect the profitability of the Company or the value of its assets or its ability to pay
its liabilities within the next twelve months.
We have declared the unaudited results for the nine months ended December 31, 2005. They are as follows:
(Rs. in crore, except per share data)
Quarter ended Nine months ended
31-12-2005 31-12-2005
(Unaudited) (Unaudited)
Net sales / Income from operations 381.54 1,047.22
Other income 0.38 1.46
Total income 381.92 1,048.68
Expenditure - -
Decrease / (increase) in stock in trade 30.60 (68.08)
Consumption of raw materials 210.97 700.45
Excise duty 16.65 47.22
Staff cost 26.87 82.16
VRS cost 2.52 7.57
Advertising 31.32 79.80
Other expenditure 32.76 97.89
Total expenditure 351.69 947.01
Interest 7.28 19.05
Depreciation 4.88 14.51
Amortisation - -
Profit / (Loss) before exceptional items 18.07 68.11
Exceptional items
Provision for diminution in value of investments - -
Provision for doubtful loans and advances 2.50 20.23
Profit / (Loss) before taxes 15.57 47.88
Income taxes - Current tax 4.67 14.36
- Deferred (0.57) (5.90)
Fringe Benefit Tax 0.69 2.00
Profit / (Loss) after taxes 10.78 37.42
Less: Income tax of earlier periods - 1.01
Net Profit 10.78 36.41
Paid-up equity share capital (face value: Rs.10 per share) 42.28 42.28
Paid-up preference share capital 40.00 40.00
Reserves excluding revaluation reserves - -
Basic and diluted earnings per equity share (Rupees) 2.36 8.05

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 TITAN INDUSTRIES LIMITED

(Rs. in crore)
Quarter ended Nine months ended
31-12-2005 31-12-2005
(Unaudited) (Unaudited)
Aggregate of Non-Promoter shareholding
- Number of shares 19,917,388 19,917,388
- Percentage of shareholding 47.1% 47.1%

Segment Results
Net sales / Income from segments
Time Products 157.83 485.70
Jewellery 224.01 562.82
Total 381.84 1,048.52
Profit / (Loss) from segments before interest and taxes
Time Products 17.52 65.09
Jewellery 8.97 28.03
Total 26.49 93.12
Less : Interest attributable to segments 6.85 17.77
Operating profit / (loss) from segments 19.64 75.35
Less : Exceptional items
Provision for diminution in value of investments - -
Provision for doubtful loans and advances 2.50 20.23
Profit / (loss) from segments before taxes 17.14 55.12
Unallocable income net of unallocable expenditure (1.57) (7.24)
Profit / (loss) before taxes 15.57 47.88
Capital Employed in segments
Time Products 379.03 379.03
Jewellery 144.90 144.90
Others (Corporate) 36.28 36.28
Total 560.21 560.21

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DESCRIPTION OF CERTAIN INDEBTEDNESS
We rely on Rupee currency denominated borrowings from banks in India and other agencies. We have both secured and
unsecured borrowings. For details on the secured and unsecured loans sanctioned and availed by us, please refer to the
section titled “Financial Statements-Annexure III” beginning on page 119 of this Letter of Offer.
The following table presents our secured debt outstanding as of September 30, 2005: (Rs in lakhs)
Sl. Name of Lender Outstanding Rate of Security
No Interest
1 Canara Bank 2,498.00 8% p.a. Secured by pari passu first charge by way of
hypothecation of movable assets (save and except current
assets) and by way of an equitable mortgage of immovable
properties of the Company (both present and future)
2 Oriental Bank of 1,250.01 Bank PLR- Secured by a first charge by way of hypothecation of
less 3% Commerce current assets including book debts
p.a. and inventories both present and future
3 Oriental Bank of 1,250 Bank PLR- Secured by pari passu first charge by way of
Commerce less 3% hypothecation of movable assets (save and except
p.a. current assets) and by way of an equitable mortgage of
immovable properties of the Company (both present and
future)
4 State Bank of Indore 2,000.00 Bank PLR- Secured by pari passu first charge by way of
less 2.75% hypothecation of movable assets (save and except
p.a. current assets) and by way of an equitable mortgage of
immovable properties of the Company (both present and
future)
5 UTI Bank Limited 750.00 Bank PLR- Secured by pari passu first charge by way of
less 2.00% hypothecation of movable assets (save and except
p.a. current assets) and by way of an equitable mortgage of
immovable properties of the Company (both present and
future)
6 Indian Bank 1,875.01 8% p.a. Secured by pari passu first charge by way of
hypothecation of movable assets (save and except
current assets) and by way of an equitable mortgage of
immovable properties of the Company (both present and
future)
7 Industrial Development 2,250.00 1 year G-Sec Secured by pari passu first charge by way of
Bank Of India Limited rate+175 hypothecation of movable assets (save and except
bps payable current assets) and by way of an equitable mortgage of
monthly immovable properties of the Company (both present and
future)
8 UCO Bank 2,119.52 7% p.a. Secured by pari passu first charge by way of
hypothecation of movable assets (save and except current
assets) and by way of an equitable mortgage of immovable
properties of the Company (both present and future)
Total 13,992.54

The following table presents our unsecured debts outstanding as of September 30, 2005
(Rs. in lakhs)
Particulars Amount as on September 30, 2005
Fixed Deposits 1,114.56
Intercorporate Deposits 8,590.00
Short term loans from banks 5,000.00
Total 14,704.56

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 TITAN INDUSTRIES LIMITED

SECTION VII : OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue
The Shareholders at the Annual General Meeting held on August 31, 2005 authorised the Board to raise upto Rs. 16500 lakhs
through Equity Shares and/or other instruments including debentures whether fully, partly or non convertible. Pursuant to the
aforesaid resolution the Board at their meeting held on August 31, 2005 approved the Issue of 21,13,813 Partly Convertible
Debentures (PCDs) of Rs. 600 each for cash at par aggregating Rs. 1,26,82,87,800 on rights basis to the existing Equity
Shareholders of the Company in the ratio of 1 (one) PCD for every 20 (twenty) Equity Shares held on the Record Date and
authorised a Committee of Directors to finalise the terms and conditions of the PCDs. The Committee of Directors at their
meeting held on December 26, 2005 approved the terms of the PCD.
Prohibition by SEBI
The Company, its Directors, the Promoters, Subsidiaries, Associates and the top five listed companies (based on market
capitalisation as on November 28, 2005) promoted by Tata Sons Limited are currently not prohibited from accessing the
capital market under any order or direction passed by SEBI or any regulatory authority. Further, the Company, its Directors,
the Promoters, Subsidiaries, Associates and the top five listed companies (based on market capitalisation as on November
28, 2005) promoted by Tata Sons Limited are not detained as willful defaulters by RBI / Government authorities.
Eligibility for the Issue
We are an existing listed Company. We are eligible to offer this Rights Issue in terms of Clause 2.4.1(iv) of the SEBI DIP
Guidelines.
Disclaimer Clause
AS REQUIRED, A COPY OF THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO THE SECURITIES AND
EXCHANGE BOARD OF INDIA (SEBI). IT IS TO BE DISTINCTLY UNDERSTOOD THAT THE SUBMISSION OF THE DRAFT
LETTER OF OFFER TO SEBI SHOULD NOT, IN ANY WAY BE DEEMED/ CONSTRUED THAT THE SAME HAS BEEN
CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPOSIBILITY EITHER FOR THE FINANCIAL
SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE
CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT LETTER OF OFFER. THE
LEAD MANAGER JM MORGAN STANLEY PRIVATE LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE
DRAFT LETTER OF OFFER ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI GUIDELINES FOR
DISCLOSURE AND INVESTOR PROTECTION IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE
INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE. IT SHOULD
ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER COMPANY IS PRIMARILY RESPONSIBLE FOR THE
CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE DRAFT LETTER OF OFFER,
THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES
ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE THE LEAD MANAGER JM
MORGAN STANLEY PRIVATE LIMITED HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED MARCH 9,
2006 WHICH READS AS FOLLOWS:
I. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION LIKE COMMERCIAL
DISPUTES, DISPUTES WITH COLLABORATORS, ETC. AND OTHER MATERIALS MORE PARTICULARLY REFERRED
TO IN THE ANNEXURE HERETO IN CONNECTION WITH THE FINALISATION OF THE DRAFT LETTER OF OFFER
PERTAINING TO THE SAID ISSUE;
II. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY, ITS DIRECTORS AND
OTHER OFFICERS, OTHER AGENCIES, INDEPENDENT VERIFICATION OF THE STATEMENTS CONCERNING THE
OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS MENTIONED IN
THE ANNEXURE AND OTHER PAPERS FURNISHED BY THE COMPANY;
WE CONFIRM THAT:
a. THE DRAFT LETTER OF OFFER FORWARDED TO SEBI IS IN CONFORMITY WITH THE DOCUMENTS,
MATERIALS AND PAPERS RELEVANT TO THE ISSUE;
b. ALL THE LEGAL REQUIREMENTS CONNECTED WITH THE SAID ISSUE AS ALSO THE GUIDELINES,
INSTRUCTIONS ETC., ISSUED BY SEBI, THE GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN
THIS BEHALF HAVE BEEN DULY COMPLIED WITH;
c. THE DISCLOSURES MADE IN THE DRAFT LETTER OF OFFER ARE TRUE, FAIR AND ADEQUATE TO ENABLE
THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO INVESTMENT IN THE PROPOSED ISSUE;

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 d. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE LETTER OF OFFER
ARE REGISTERED WITH SEBI AND TILL DATE SUCH REGISTRATION IS VALID; AND
e. IF UNDERWRITTEN, WE SHALL SATISFY OURSELVES ABOUT THE WORTH OF THE UNDERWRITERS TO
FULFIL THEIR UNDERWRITING COMMITMENTS – NOT APPLICABLE
III. WE CERTIFY THAT WRITTEN CONSENT FROM SHAREHOLDERS HAS BEEN OBTAINED FOR INCLUSION OF
THEIR SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN AND THE SECURITIES
PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN, WILL NOT BE DISPOSED/
SOLD/ TRANSFERRED BY THE PROMOTERS DURING THE PERIOD STARTING FROM THE DATE OF FILING THE
LETTER OF OFFER WITH THE BOARD TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN
THE LETTER OF OFFER – NOT APPLICABLE
The filing of this Letter of Offer does not, however, absolve the Company from any liabilities under Section 63 or Section 68 of
the Companies Act, 1956 or from the requirement of obtaining such statutory or other clearance as may be required for the
purpose of the proposed Issue. SEBI further reserves the right to take up, at any point of time, with the Lead Manager any
irregularities or lapses in this Letter of Offer.
Caution
The Company and the Lead Manager accept no responsibility for statements made otherwise than in this Letter of Offer or in
any advertisement or other material issued by the Company or by any other persons at the instance of the Company and
anyone placing reliance on any other source of information would be doing so at his own risk.
The Lead Manager and the Company shall make all information available to the Equity Shareholders and no selective or
additional information would be available for a section of the Equity Shareholders in any manner whatsoever including at
presentations, in research or sales reports etc. after filing of this Letter of Offer with SEBI.
Disclaimer with respect to jurisdiction
This Letter of Offer has been prepared under the provisions of Indian Laws and the applicable rules and regulations thereunder.
Any disputes arising out of this Issue will be subject to the jurisdiction of the appropriate court(s) in Bangalore, India only.
No action has been or will be taken to permit this Issue in any jurisdiction where action would be required for that purpose,
except that this Letter of Offer has been filed with SEBI for observations and SEBI has given its observations. Accordingly, the
Equity Shares represented thereby may not be offered or sold, directly or indirectly, and this Letter of Offer may not be
distributed in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the
delivery of this Letter of Offer nor any sale hereunder, shall under any circumstances create any implication that there has
been no change in our affairs from the date hereof or that the information contained herein is correct as of any time subsequent
to this date.
Disclaimer Clause of the BSE
Bombay Stock Exchange Limited (“the Exchange”) has given vide its letter dated January 27, 2006 permission to the Issuer to
use the Exchange’s name in this Letter of Offer as one of the Stock Exchanges on which this Issuer’s securities are proposed
to be listed. The Exchange has scrutinized this Letter of Offer for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to this Issuer. The Exchange does not in any manner: (i) warrant, certify or endorse the
correctness or completeness of any of the contents of this Letter of Offer; or (ii) warrant that this Issuer’s securities will be
listed or will continue to be listed on the Exchange; or (iii) take any responsibility for the financial or other soundness of this
Issuer, its Promoters, its management or any scheme or project of this Issuer; and its should not for any reason be deemed or
construed that this Letter of Offer has been cleared or approved by the Exchange. Every person who desires to apply for or
otherwise acquires any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and
shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person
consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated
herein or for any other reason whatsoever.
Disclaimer Clause of the NSE
As required, a copy of this Letter of Offer has been submitted to National Stock Exchange of India Limited (hereinafter referred
to as NSE). NSE has given vide its letter dated January 30, 2006 granted permission to the Issuer to use the Exchange’s name
in this Letter of Offer as one of the Stock Exchanges on which the Issuer’s securities are proposed to be listed. The Exchange
has scrutinized this Letter of Offer for its limited internal purpose of deciding on the matter of granting the aforesaid permission
to the Issuer. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the Letter of Offer has been cleared or approved by NSE; nor does it in any manner warrant, certify or endorse
the correctness or completeness of any of the contents of this Letter of Offer; nor does it warrant that the Issuer’s securities will
be listed or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other soundness
of the Issuer, its Promoters, its management or any scheme or project of the Issuer.

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 TITAN INDUSTRIES LIMITED

Every person who desires to apply for or otherwise acquire any securities of the Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of
anything stated or omitted to be stated herein or any other reason whatsoever.
Disclaimer Clause of the MSE
Madras Stock Exchange Limited (MSE), has, vide their letter dated January 3, 2006 given permission to the Issuer to use the
name of the Exchange in this Letter of Offer as one of the Stock Exchanges on which this Issuer’s securities are proposed to
be listed. MSE has scrutinized this Letter of Offer for its limited internal purpose of deciding on the matter of granting the
aforesaid permission to the Issuer. MSE does not in any manner warrant, certify or endorse the correctness or completeness
of any of the contents of this Letter of Offer; or warrant that this Issuer’s securities will be listed or will continue to be listed on
the Exchange; or take any responsibility for the financial or other soundness of this Issuer, its Promoters, its Management or
any scheme or project of this Issuer; and it should not for any reason be deemed or construed that this Letter of Offer has been
cleared or approved by MSE. Every person who desires to apply for or otherwise acquires any securities of this Issuer may do
so pursuant to independent inquiry, investigation and analysis and shall not have any claim against MSE, whatsoever, by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition
whether by reason of anything stated in the Letter of Offer or any other reason whatsoever.
Filing
The Letter of Offer has been filed with SEBI, Mittal Court, ‘A’ Wing, Nariman Point, Mumbai 400021, for its observations. After
SEBI gives its observations, the final Letter of Offer will be filed with the Stock Exchanges as per the provisions of the Act.
All the legal requirements applicable till the date of filing the Letter of Offer with the Stock Exchanges will be complied with
before filing the Letter of Offer with the Stock Exchanges.
Listing
The existing Equity Shares are listed on the BSE, NSE and MSE. The Company has made applications to the BSE, NSE and
MSE for permission to deal in and for an official quotation in respect of the Equity Shares and NCDs which would be issued in
terms of this Letter of Offer. The Company has received in-principle approvals from BSE, NSE and MSE by letters dated
January 27, 2006, January 30, 2006 and January 3, 2006 respectively. The Company will apply to the BSE, NSE and MSE for
listing of the Equity Shares and NCDs to be issued pursuant to this Issue.
If the permission to deal in and for an official quotation of the securities is not granted by any of the Stock Exchanges mentioned
above, within 42 days from the Issue Closing Date, the Company shall forthwith repay, without interest, all monies received
from applicants in pursuance of this Letter of Offer. If such money is not paid within eight days after the Company becomes
liable to repay it, then the Company and every Director of the Company who is an officer in default shall, on and from expiry of
eight days, be jointly and severally liable to repay the money with interest as prescribed under the Section 73 of the Act.
Consents
Consents in writing of the Auditors of the Company, Lead Manager to the Issue, Legal Advisors, Registrar to the Issue,
Bankers to the Company, Debenture Trustee and Banker to the Issue to act in their respective capacities have been obtained
and filed with SEBI, along with a copy of the Letter of Offer and such consents have not been withdrawn up to the time of
delivery of this Letter of Offer for registration with the stock exchanges.
A.F.Ferguson & Co. Auditors of the Company have given their written consent for the inclusion of their Report in the form and
content as appearing in this Letter of Offer and such consents and reports have not been withdrawn up to the time of delivery
of this Letter of Offer to Stock Exchanges.
A.F.Ferguson & Co., Auditors have given their written consent for inclusion of tax benefits in the form and content as appearing
in this Letter of Offer, available to the Company and its members.
Expert Opinion, if any
Save and except as indicated elsewhere in this Letter of Offer, no other expert opinion has been obtained by the Company.
Expenses of the Issue
The expenses of this Issue include, among others, fees payable to the Lead Manager, Auditors, legal counsel, rating agency,
auditors, debenture trustees, stamp duty, printing and distribution expenses, statutory advertisement expenses and listing
fees. The total expenses of the Issue are estimated to be approximately Rs. 156.9 lakhs, which constitutes 1.73% of the Issue
size. All expenses with respect to the Issue would be met out of the proceeds of the Issue. For details of Issue Expenses, refer
to “Objects of Issue” on page 37 of this Letter of Offer.

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Fees Payable to the Lead Manager to the Issue
The total fees payable to the Lead Manager will be Rs. 35 lakhs which constitutes 22.31% of the total issue expenses and
0.27% of the Issue size. In addition, we would reimburse all actual out of pocket expenses and services tax and such other
similar levies.
Fees Payable to the Registrars to the Issue
The fees payable to the Registrar will be as per the Agreement dated November 17, 2005, a copy of which is available for
inspection at our corporate office.
Details of the fees payable to the Registrar for printing of rights register and overprinting CAF would be Rs. 2.00 per folio, Rs.
5 per application for processing applications received subject to a minimum of Rs. 3 lakhs, Rs. 10 per CAF for split of CAF, Rs.
1 per share certificate for printing of certificate, Rs. 1 per instrument for printing of refund order and a lump sum fees of Rs.
40,000 for processing of split forms, processing of renunciation forms and creation and upload of allottees with depositories.
In addition to the above, we will reimburse actual out of pocket expenses. As the fees payable to the Registrar would vary upon
the number of applications received, hence total fees payable to Registrar as a percentage of the total issue expenses and as
a percentage of the Issue size cannot be disclosed. Adequate funds will be provided to the Registrar to enable them to send
refund orders or allotment advice by registered post/speed post.
Fees Payable to the Bankers to the Issue
No fee is payable to the Bankers to the Issue
Fees Payable to Debenture Trustee
The total fees payable to IL&FS Trust Company Limited as Debenture Trustee is a one time acceptance fees of Rs. 50,000
and an annual fees of Rs. 25,000 plus service tax and reimbursement of out pocket expenses.
Previous Issues by the Company
We have not made any rights or public issue during the last five years.
Issues for consideration other than cash
The Company has not issued Equity Shares for consideration other than cash. The Company has not issued any Equity
Shares out of revaluation reserves.
Commission or brokerage on previous issues.
The Company made a simultaneous Public Issue of 17,50,000 Equity Shares for cash at par and 5,25,000 Secured Redeemable
Partly Convertible Debentures of Rs.300 each for cash at par at a coupon rate of 13.5% per annum, aggregating to Rs.
17,50,00,000 in April 1987. In August 1989, the Company completed a rights issue of 12.5% 2,40,000 Partly Convertible
Debentures to the shareholders and 12,000 Partly Convertible Debentures to the employees of the Company for cash at par
in the ratio of one debenture of face value of Rs. 500 each for every 100 fully paid equity shares held on the record date. In
October 1992 the Company a rights issue of 1,46,90,900 Equity Shares for cash at a premium of Rs.40 per Equity Share,
aggregating Rs 7345.45 lakhs.
The quantum of brokerage paid by the Company for above issues is not available.
Promise vis-à-vis performance:
Please refer to the section titled “Promise versus Performance” beginning on page 211 of this Letter of Offer.
Preference Shares
The Company had previously issued 40,00,000 Redeemable Cumulative Preference Shares, which are presently outstanding.
For more details please refer to the “Capital Structure” on page 31 of this Letter of Offer.
Option to Subscribe
Other than the present rights Issue, the Company has not given any person any option to subscribe to the Equity Shares of the
Company.
Stock market data for equity shares of the Company
Please refer to the section titled “Stock Market Data For Equity Shares Of Our Company” on page 247 of this Letter of Offer.

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 TITAN INDUSTRIES LIMITED

Investor Grievances and Redressal System

The transfer and other related work is handled by Tata Share Registry Limited (TSRL), share transfer agents. The secretarial
department actively interacts with TSRL for expeditious redressal of investor grievances and takes care of complaints received
from statutory bodies such as SEBI, Stock Exchanges, Department of Company Affairs, etc. The name of the Company has
never appeared in fortnightly press release on investor complaints of SEBI.
The Shareholders’ Grievance Committee was constituted by the Board in their meeting held on March 21, 2001. The main
focus of the Shareholders Committee’s is to specifically look into the redressal of Investors’ complaints in relation to the
transfer of shares, the non-receipt of Annual Reports and the non-receipt of dividends declared by the Company, etc. Currently
Mr. F. K. Kavarana (Chairman), Mr. D. Rajendran, Mr. Bhaskar Bhat and Dr. C. G. Krishnadas Nair are the members of the
Shareholders Grievance Committee.
There were 3 complaints pending redressal as on April 1, 2005. During the period from April 1, 2005 to February 24, 2006, 36
complaints were received. All the complaints were resolved to the satisfaction of the shareholders.
Status of Complaints
Total number of complaints received during last financial year (2004-05) 30
No. of shareholder complaints pending redressal as on April 1, 2005 3
Total number of complaints received during current financial year (2005-06) i.e upto January 31, 2006 36
Status of the complaints 39 Resolved
No. of shareholders complaints pending redressal as on February 24, 2006. NIL
Time normally taken by it for disposal of various types of Investor grievances 2 weeks

Investor Grievances arising out of this Issue

Investor grievances arising out of the Issue will be handled by Intime Spectrum Registry Limited, being the Registrar to the
Issue. The agreement between us and the Registrar will provide for retention of records with the Registrar for a period of at
least one year from the last date of dispatch of Letter of Allotment/ share certificate / Non Convertible Debentures / refund
order to enable the Registrar to redress grievances of Investors.
All grievances relating to the Issue may be addressed to the Registrar to the Issue giving full details such as folio no., name
and address of the first applicant, number of PCDs applied for, Composite Application Form serial number, amount paid on
application and the name of the bank and the branch where the application was deposited, along with a photocopy of the
acknowledgement slip. In case of renunciation, the same details of the renouncee should be furnished.
The average time taken by the Registrar for attending to routine grievances will be 15 days from the date of receipt. In case of
non-routine grievances where verification at other agencies is involved, it would be the endeavour of the Registrars to attend
to them as expeditiously as possible. The Company undertakes to resolve the Investor grievances in a time bound manner.
Investors may contact the Compliance Officer in case of any pre-Issue/ post-Issue related problems such as non-receipt of
letters of allotment/share certificates/demat credit/refund orders etc.
Changes in Auditors during the last three years
The auditors of our Company are appointed (and reappointed) in accordance with provisions of the Companies Act and their
remuneration, rights and duties are regulated by Sections 224 to 233 of the Companies Act.
There have been no changes of the auditors in the last three years.
Capitalisation of Reserves or Profits
There has been no capitalisation of any of the Company’s reserves or profits in the last 5 years.
Revaluation of Fixed Assets
There has been no revaluation of the Company’s fixed assets for the last five years.
Impersonation
As a matter of abundant caution, attention of the applicants is specifically drawn to the provisions of subsection (1) of Section
68A of the Companies Act, 1956 which is reproduced below:
“Any person who makes in a fictitious name an application to a company for acquiring, or subscribing for, any shares
therein, or otherwise induces a company to allot, or register any transfer of shares therein to him, or any other person
in a fictitious name, shall be punishable with imprisonment for a term which may extend to five years”

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Government Approvals
Our Company was incorporated on July 26, 1984 under the Companies Act, 1956. We have obtained all necessary approvals
to undertake our activities and we do not propose to enter into any new activities through this Issue, for which further approvals
may be required to be obtained, except as may be required to be obtained in the normal course of our business and as
intended in terms of the Objects of the Issue. For further details, please refer to the section titled “Government Approvals”
beginning on page 237 of this Letter of Offer.
Terms of Appointment and Compensation of our Directors
Please refer to the section titled “Management- Terms of Appointment of Our Directors” and “Management- Compensation of
our Directors” beginning on page 96 and 97 respectively of this Letter of Offer.
Purchase of Property
The Company in the ordinary course of expansion may start marketing and sales at new centres and other office premises for
which it may lease or buy properties at such places. A portion of the proceeds from this Issue will be utilized to purchase
certain properties as per the Object of the Issue, specified in this behalf. None of the Directors are interested in any property
acquired by the Company during the last three years.
Except as stated in the section titled “Business-Immovable Property” on page 70 of this Letter of Offer, there is no other
property which we have purchased or acquired or propose to purchase or acquire which is to be paid for wholly, or in part, from
the proceeds of the present Issue or the purchase or acquisition of which has not been completed on the date of this Letter of
Offer other than property in respect of which:

the contracts for the purchase or acquisition were entered into in the ordinary course of our business, and the contracts
were not entered into in contemplation of the Issue nor is the Issue contemplated in consequence of the contracts; or

the amount of the purchase money is not material; or

disclosure has been made elsewhere in this Letter of Offer

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 TITAN INDUSTRIES LIMITED

STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY

Our Equity Shares are listed on the BSE, NSE and MSE. Our Equity Shares are frequently traded on the BSE and the NSE.
(i) The high and low prices recorded on the BSE and NSE and MSE for the preceding three years and the number of
Equity Shares traded on the days the high and low prices were recorded are stated below:
BSE
Date High (Rs.) Date of Volume on Low (Rs.) Date of Volume on Average
High date of high Low date of low price for
(no. of (no. of the year
shares) shares) (Rs.)
April 1, 2005 to 864.90 December 46,37,674 218.10 April 1,38,063 516.62
February 28, 2006 9, 2005 18, 2005
Year ending 275.75 March 8,65,873 83.00 May 16,026 150.13
March 31, 2005 14, 2005 17, 2004
Year ending 143.80 December 2,65,065 51.05 April 9,249 90.24
March 31, 2004 24, 2003 1, 2003
Year ending 89.70 July 26,23,068 50.10 March 17,696 65.83
March 31, 2003 10, 2002 31, 2003
(Source: www.bseindia.com)
NSE
Date High (Rs.) Date of Volume on Low (Rs.) Date of Volume on Average
High date of high Low date of low price for
(no. of (no. of the year
shares) shares) (Rs.)
April 1, 2005 to 862.80 December 96,41,681 217.40 April 2,53,451 515.54
February 28, 2006 9, 2005 15, 2005
Year ending 275.70 March 20,47,189 81.00 May 45,683 150.25
March 31, 2005 14, 2005 17, 2004
Year ending 143.90 December 4,30,527 50.80 April 15,177 90.32
March 31, 2004 24, 2003 1, 2003
Year ending 89.85 July 31,91,273 50.05 May 1,08,299 65.88
March 31, 2003 10, 2002 21, 2002
(Source: www.nseindia.com)

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Our Equity Shares are currently not being traded on the Madras Stock Exchange.
(ii) The high and low prices and volume of Equity Shares traded on the respective dates during the last six months is
as follows:
BSE
Month, Year High (Rs.) Date of Volume on Low (Rs.) Date of Volume on Average
High date of high Low date of low price for
(no. of (no. of the year
shares) shares) (Rs.)
February 2006 842.20 February 14, 18,46,780 666.00 February 3, 6,67,550 769.26
2006 2006
January 2006 856.00 January 21,19,126 690.00 January 6,33,570 753.92
5, 2006 25, 2006
December 2005 864.90 December 46,37,674 661.00 December 8,45,566 775.26
9, 2005 1, 2005
November 2005 692.8 November 12,42,031 480.35 November 14,45,086 607.55
30, 2005 2, 2005
October 2005 526.40 October 3,24,387 391.10 October 4,68,811 464.09
4, 2005 28, 2005
September 2005 544.00 September 8,07,433 449.00 September 3,59,821 487.85
20, 2005 23, 2005
(Source: www.bseindia.com)

NSE
Month, Year High (Rs.) Date of Volume on Low (Rs.) Date of Volume on Average
High date of high Low date of low price for
(no. of (no. of the year
shares) shares) (Rs.)
February 2006 841.70 February 14, 40,35,759 665.00 February 3, 12,06,237 768.14
2006 2006
January 2006 855.10 January 40,69,789 689.00 January 17,24,562 754.29
5, 2006 25, 2006
December 2005 862.80 December 96,41,681 660.55 December 21,76,124 775.57
9, 2005 1, 2005
November 2005 693.4 November 2760116 492.8 November 4931278 607.56
30, 2005 2, 2005
October 2005 525.90 October 977608 391.20 October 1044158 463.78
4, 2005 27, 2005
September 2005 544.90 September 2094790 425.55 September 7,98,549 488.19
20, 2005 1, 2005
(Source: www.nseindia.com)
Our shares are currently not being traded on the Madras Stock Exchange.
The market price of our Equity Shares on the BSE was Rs. 487.15 on September 2, 2005, the trading day immediately
following the day on which Board meeting was held to finalize the Issue.
The market price of our Equity Shares on the NSE was Rs. 487.40 on September 2, 2005, the trading day immediately
following the day on which Committee meeting was held to finalize the Issue.
For details of the transactions in Equity Shares by the Promoter, the promoter group and directors of the Company during the
last six months please refer to the sub section titled “Notes to the Capital Structure” on page 31 of this Letter of Offer.

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 TITAN INDUSTRIES LIMITED

SECTION VIII : ISSUE INFORMATION

Terms of the Issue
The PCDs being offered are subject to the provisions of the Act and the terms and conditions of this Letter of Offer, the CAF,
other terms and conditions as may be incorporated in the Debenture Trust Deed, the Memorandum and Articles of Association
of the Company (“Memorandum” and “Articles”), the Foreign Exchange Management Act 1999 (“FEMA”) and the Letters of
Allotment/ share certificates/ NCD Certificates to be issued. Over and above such terms and conditions, the Equity Shares
arising on conversion of PCD shall also be subject to applicable laws, guidelines, notifications and regulations relating to issue
of capital and listing of securities issued from time to time by SEBI, the Government of India, RBI and / or other authorities.
Authority For the Issue
The Shareholders at the Annual General Meeting held on August 31, 2005 authorised the Board to raise upto Rs. 16,500 lakhs
through Equity Shares and/or other instruments including debentures whether fully, partly or non convertible. Pursuant to the
aforesaid resolution the Board at their meeting held on August 31, 2005 approved the Issue of 21,13,813 Partly Convertible
Debentures (PCDs) of Rs. 600 each for cash at par aggregating Rs. 1,26,82,87,800 on rights basis to the existing Equity
Shareholders of the Company in the ratio of 1 (one) PCD for every 20 (twenty) Equity Shares held on the Record Date and
authorised a Committee of Directors to finalise the terms and conditions of the PCDs. The Committee of Directors at their
meeting held on December 26, 2005 approved the terms of the PCD. The present Issue would be within the limits specified
pursuant to a resolution passed by the members of the Company at their meeting held on March 24, 1995 under section
293(1)(d) of the Act.
Issue Schedule
Issue Opening Date: March 25, 2006
Last date for receiving requests for split forms: April 8, 2006
Issue Closing Date: April 24, 2006
Basis for the Issue
The PCDs are being offered for subscription for cash to those existing Equity Shareholders whose names appear as beneficial
owners as per the list to be furnished by the depositories in respect of the shares held in the electronic form and on the
Register of Members of the Company in respect of shares held in the physical form at the close of business hours on the
Record Date, i.e., March 6, 2006 fixed in consultation with the Stock Exchanges. The Company will arrange to dispatch the
Letter of Offer and Composite Application Form (“CAF”) by Registered/Speed post to such Equity Shareholders in India.
Rights Entitlement
The PCDs are being offered on a rights basis to the existing Equity Shareholders as on Record Date (i.e. March 6, 2006) in the
ratio of 1 PCD for every 20 Equity Shares.
Fractional entitlements
All fractional shareholdings of less than 10 equity shares would be ignored and fractional shareholdings of more than 10
Equity Shares would be rounded off to higher integers for determining the Rights Entitlement. However, Equity Shareholders
holding less than 20 equity shares will be eligible to apply for 1 PCD.
See also “Basis of allotment” on page 260 of this Letter of Offer
For PCD’s being offered on rights basis under this Issue, if the shareholding of any of the Equity Shareholders is less than 20
or is not in the multiples of 20, then the fractional entitlement of such holders shall be ignored. Shareholders whose fractional
entitlements are being ignored would be given preferential allotment of ONE additional PCD each if they apply for additional PCD’s.
See also “Basis of allotment” on page 260 of this Draft Letter of Offer.
Principal Terms of the PCD:
Each PCD shall have a face value of Rs. 600.
The PCD will consist of two parts:

Part A - Convertible portion which would be compulsorily and automatically converted into one Equity Share on allotment

Part B - Non Convertible Portion (NCD)
The Equity Shareholders are required to accept a PCD as a whole, part acceptance of the Part A or Part B shall not be valid.

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Terms of Payment
For applicants not opting for Khokha Buy-back Scheme On application Rs. 600
For applicants opting for Khokha Buy-back Scheme On application Rs. 378.75
On allotment Rs. 221.25
* The exact amount would be incorporated in the Letter of Offer.
The amount payable on application would be appropriated as under:
Towards Part A Towards Part B
For applicants not opting for khokha buy back Rs. 350 Rs. 250
For applicants opting for Khokha buy-back Rs. 350 Rs. 28.75
The balance amount of Rs. 221.25 per PCD will be payable on allotment and would be appropriated towards the unpaid
amount on the Part B. Failure to pay the amount due on allotment on the date specified for the payment will render the NCD
holder liable to pay interest at the rate of 10% per annum. from the date so specified to the date of realisation of the cheque/
demand draft and also render the NCD (including the amount already paid in respect of these NCD) liable to forfeiture by
resolution of the Board of Directors to that effect. The provision regarding forfeiture of shares as contained in the Articles of
Association of the Company shall apply mutatis mutandis to forfeiture of these NCD.
Further, it may noted that partly paid NCD would not be traded on the stock exchanges.
Principal Terms of the Part A – Convertible Portion:
Each Part A of the PCD with face value of Rs. 350 would be compulsorily and automatically converted on allotment into fully
paid-up Equity Shares of Rs. 10 each at a premium of Rs. 340 per Equity Share without any further act or application on the
part of the Shareholder.
Ranking of the Equity Shares
The Equity Shares arising out of conversion of Part A of the PCD shall be subject to the Memorandum and Articles of Association
of the Company and shall rank pari passu in all respects including dividends with the existing Equity Shares of the Company.
Listing of the Equity Shares
The Equity Shares arising out of conversion of Part A of the PCD shall be listed on the BSE, NSE and MSE. For more details
refer to the section titled “Other Regulatory And Statutory Disclosures- Listing” on page 241 of this Letter of Offer.
Principal Terms of Part B (Non Convertible Debenture Portion or NCD Portion):
Face Value
Each Part B of the PCD shall have a Face Value of Rs. 250.
Redemption
Part B, the NCD Portion shall be redeemed at the end of 5 years from the Date of Allotment at the face value Rs. 250.
Interest
Interest on Part B shall be paid at the rate of 6.75% per annum. Interest payments will be made at the end of one year from the
Date of Allotment and the last payment would be made on final redemption. If such date falls on a Sunday or a public holiday
in Mumbai notified in terms of the Negotiable Instrument Act, 1881, then interest would be paid on the next working day.
Payment of interest would be subject to deduction of Income-tax at source at the rates for the time being prescribed under the
Income-tax Act, 1961 or any statutory modification or enactment thereof for the time being in force.
The annualised yield to investor shall be 6.75%.
Payment of Interest
Payment of interest on NCD will be made to those holders of NCD whose names appear as beneficial owners as per the list to
be furnished by the depositories in respect of the shares held in the electronic form and on the Register of Members of the
Company at the close of business hours on the Record Date. The Record Date for this purpose would be fixed in consultation
with the Stock Exchanges. Interest payment will be made by cheque payable at par at such places where the applications are
initially accepted.. In other places, we reserve the right to adopt any other suitable mode of payment. Also refer to the sub-
section titled “Electronic Clearing Service for Payment of Interest/Redemption Proceeds” on page 251 of this Letter of Offer.

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 TITAN INDUSTRIES LIMITED

Payment of interest on transfer of NCDs

Buyers of the NCD are advised to send the NCD certificates to the Company/Tata Share Registry Limited or to such persons
as may be notified by the Company from time to time, along with a duly executed Transfer Deed for registration of transfer of
the NCD.
If the request for transfer of NCD is not received on or by the Record Date fixed by the Company for the said interest payment,
the interest will be paid to the seller and not to the buyer. In such cases, claims in respect of interest, if any, shall be settled
inter-se between the parties and no claim or action shall lie against the Company or Tata Share Registry Limited.
Payment of Interest subject to deduction of Tax at Source
As per the current provisions of the Income-tax Act, 1961, tax will not be deducted at source from interest on NCD (in case of
resident individual NCD holders), if such interest does not exceed Rs. 2,500, respectively in any financial year. If interest
exceeds the prescribed limit of Rs. 2,500 on account of interest on NCD, then, to ensure non-deduction or lower deduction of
tax at source, as the case may be, the NCD holder should furnish either (a) a declaration (in duplicate) in the prescribed form
which can be given by all applicants (other than companies, firms and NR), or (b) a certificate, from the Assessing Officer of
the Holder, in the prescribed form, which can be obtained by all applicants (including companies and firms). The aforesaid
documents, as may be applicable, should be submitted to Tata Share Registry Limited, Army and Navy Building, 148 Mahatama
Gandhi Road, Fort, Mumbai 400 001, quoting the name of the sole/first NCD holder, NCD folio number and the distinctive
number(s) of the NCD held, atleast one month prior to interest payment date, to ensure non-deduction/ lower deduction of tax
at source from interest on NCD. The investors need to submit the requisite forms each financial year to ensure non-deduction
or lower deduction of tax at source from interest on NCD. NRIs/OCBs applying on repatriation basis who desire that the
interest be paid without deduction of tax at source or at lower rate should submit a certified copy of Certificate issued in
prescribed form by their Assessing Officer to Tata Share Registry Limited.
Electronic Clearing Service for Payment of Interest/Redemption Proceeds
The Company offers Electronic Clearing Service facility to its shareholders. RBI has introduced the concept of Electronic
Clearing Service (ECS) through the clearing house to obviate the need for issuing and handling paper instruments and thereby
facilitate improved customer service. This facility would be available in cities where RBI provides such a facility.
The Company will provide this facility to NCD holders/Shareholders. As per the guidelines issued by RBI in this regard, the
investor is required to give his mandate for ECS with all the details as per the RBI prescribed format. This will help the
Company to credit the interest on the NCD and redemption of NCD amount to the investor’s account with the concerned bank
at the earliest. The investors will also have the convenience of a direct credit to their bank account without the need to receive
interest warrants by post and deposit the same in their bank accounts. The bank branch will credit the investor’s account and
indicate the credit entry with ECS in the passbook/statement of account
Notices
All notices to the NCD holder(s) required to be given by the Company or the Trustees shall be published in one English
national daily newspaper with wide circulation, one Hindi national daily newspaper with wide circulation and one Tamil daily
newspaper in Hosur with wide circulation and/or will be sent by ordinary post to the registered holders of the NCD holder(s)
from time to time.
Debenture Redemption Reserve
The Company shall create a Debenture Redemption Reserve in respect of the NCD only in terms of Section 117C of the Act
and SEBI Guidelines as may be in force from time to time.
Agents and Trustees for the NCD Holders
IL&FS, has agreed to act as Agents and Trustees for the holders of the NCD offered through this Letter of Offer (hereinafter
referred to as “the Trustees”). The NCD holders shall, without any further act or deed, be deemed to have irrevocably given
their consent to and authorized the Trustees or any of their agents or authorized officials to do, inter alia, all acts, deeds,
matters and things in respect of, or relating to, the security to be created for securing the NCD, including the right to exclude,
substitute or restore any property/assets charged in their favor and/or to create a charge on additional properties/assets in
their favor including the right of the said Trustees to release or substitute relevant title deeds in respect thereof. All rights and
remedies under the Debenture Trust Deed(s) and/or other security documents shall vest in, and be exercised by the said
Trustees without any further reference to the NCD holders.
The Trustees will protect the interests of the NCD holders in the event of default by the Company in regard to timely payment
of interest and repayment of principal and will take necessary action at the cost of the Company. The major events of default
which may occur, and which defaults may continue, without being remedied for a period of 30 days after the dates on which the
monies specified in (i) and (ii) below become due will necessitate the repayment of the NCD before stated maturity are as follows:
(i) Default in payment of monies due in respect of interest owing upon the NCD or redemption of NCD;
(ii) Default in payment of any other monies including costs, charges and expenses incurred by the Trustees.

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Other events of default that may occur are:

Default if committed in the performance or observance of any covenant, condition or provision contained in these presents
or the Debenture Trust Deed(s) and/or the financial covenants and conditions (other than the obligation to pay principal
and interest) and, except where the Trustees certify that such default is in their opinion incapable of remedy (in which
case no notice shall be required), such default continues for 30 days after written notice has been given thereof by the
Trustees to the Company requiring the same to be remedied.

The Company is unable to or has admitted in writing its inability to pay its debt.

A receiver or a liquidator has been appointed, or allowed to be appointed, for all or any part of the undertaking of the
Company and such appointment is not dismissed within 60 days of appointment.

The Company ceases to carry on its business.
In terms of the SEBI (Debenture Trustee) Rules & Regulations, 1993, and the Articles of Association of the Company, the
Trustees may appoint a nominee director on the Board of the Company in consultation with other institutional NCD holders in
the event of:

Two consecutive defaults in payment of interest to NCD holders; or

Default in the creation of security for NCD; or

Default in the redemption of NCD.
Security
The principal amount of the NCD to be issued in terms of this Letter of Offer together with all interest, all costs, charges,
remuneration of Trustees and expenses payable in respect thereof shall be secured by way of first charge by way of hypothecation
of moveable assets (save and except current assets) and by way of equitable mortgage of immoveable properties of the
Company, both present and future. Stamp duty as applicable on the creation of such mortgages shall be paid by the Company.
The Company will maintain at all times a security cover of 1.25 times the value of the NCDs, allotted/ to be allotted by the
Company issued through this Letter of Offer. The Company shall be entitled at all times to replace the assets so secured with
other assets of same or greater value than the assets so withdrawn subject to it maintaining at all times an asset cover of 1.25
times or higher of its net assets as aforesaid. The security will be created by the Company as aforesaid in favor of the Trustees
within six months from the Date of Allotment. In the event of the Company not being able to create any security within 12
months as aforesaid, the Company shall be liable to pay additional penal interest at the rate of 2% per annum over and above
the coupon rate to the NCD holders. If the security is not created even after 18 months, a separate meeting of the NCD holders
will be called within 21 days to explain the reason therefore and the date by which the security will be created.
Application monies will be kept in a separate bank account and the Company will be permitted to have access to the funds only
after the documents for creation of security as stated in the Letter of Offer are executed.
The Company has received no objection certificates from the following existing lenders for creation of security and to cede pari
passu charge in favour of the Trustee in respect of the NCDs to be issued in terms of this Letter of Offer:
1. State Bank of Indore vide letter dated December 9, 2005
2. Indian Bank vide letter No. Titan/NOC/05-06 dated December 7, 2005
3. Oriental Bank of Commerce vide letter No. DG/01/ADV/05 dated December 2, 2005
4. Industrial Development Bank of India Limited vide letter No. IDBI(BL)3869/CFD/Titan dated December 1, 2005
5. UCO Bank vide letter No. AGM/ADV/548/2005 dated November 26, 2005
6. UTI Bank Limited vide letter No. UTIB/CO/RMD/RA/01885/05-06 dated November 25, 2005
7. Canara Bank vide letter No. CSB6CR:384:2005:JYO dated December 9, 2005
Further Issues/Borrowings
The Company shall be entitled to make further issues of debentures and/or raise further term loans and/or avail of further
deferred payments/guarantees and/or financial facilities from time to time from Financial Institutions, Banks and/or any other
person(s) on the security of the said properties/assets or any part thereof and/or such other assets and properties and having
such ranking including ranking in priority to the security to be created in favor of the Trustees as may be decided by the
Company from time to time and on such terms as to security or otherwise as may be mutually acceptable to the Company and
the Trustees and the participating Financial Institutions and Banks without the Company being required to obtain any further
approval/sanction of the NCD holders.

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 TITAN INDUSTRIES LIMITED

Servicing Behaviour
The Company does not have any outstanding debentures as of date. The Company has been regular in payment of interest
and principle on term loans and deposits accepted under section 58A.
Listing of the NCDs
The NCDs arising out this Issue shall be listed on the BSE, NSE and MSE. For more details refer to the section titled “Other
Regulatory And Statutory Disclosures- Listing” on page 241 of this Letter of Offer.
Rights of NCD holders

The NCD shall inter-se rank pari-passu without any preference or priority of one over the other or others.

The NCD shall be transferable and transmittable in the same manner and to the same extent and be subject to the same
restrictions and limitations as in the case of the Equity Shares of the Company. The provisions relating to transfer and
transmission and other related matters in respect of Equity Shares of the Company contained in the Articles and the Act
shall apply, mutatis mutandis, to the NCD as well.

The NCD shall not, except as provided in the Act, confer upon the holders thereof any right or privileges available to the
Shareholders of the Company including the right to receive a notice of, or to be present or attend and vote in person or by
proxy at any General Meeting of the Company or to receive the annual reports of the Company. However, if any resolution
affecting the rights attached to the NCD as stated herein is placed before a meeting of the Shareholders of the Company,
such a resolution will first be placed before a meeting of the NCD holders.

Separate Registers of holders of the NCD shall be maintained in accordance with the provisions of Section 152 of the Act
and all interest and principal sums becoming due and payable will be paid to the registered holder for the time being or in
the case of joint-holders, to the person whose name stands first in the said Registers.

At a meeting of the NCD holders, every NCD holder, and in the case of joint-holders the one whose name stands first in
the Register, shall be entitled to vote, either in person or by proxy, in respect of such NCD. The NCD holder will be entitled
to one vote on a show of hands and his/her voting rights on a poll shall be in proportion to the outstanding value of the
NCD held by him/her. The quorum for such meetings shall be at least five NCD holders present in person.

The proceedings of the meeting of the NCD holders shall be governed by the provisions contained in the Articles and such
other rules in force for the time being to the extent applicable and in relation to matters not otherwise provided for in terms
of the issue of the NCD.

The rights, privileges and conditions attached to the NCD may be modified or varied or abrogated with the consent of the
holders of the NCD by a special resolution passed at a meeting of the holders of the NCD, provided that nothing in such
resolution shall be operative against the Company when such resolution modifies or varies the terms and conditions
governing the NCD if the same is not acceptable to the Company.

The NCD holders will be entitled to their NCD free from equities and/or cross-claims by the Company against the original
or any intermediate holders thereof.

The NCD will be subject to any other terms and conditions to be incorporated in the Agreement/Trust Deed(s) to be
entered into by the Company with the Trustees and the NCD Certificates/Allotment Letters that may be issued.
Procedure for Redemption of NCD
Payment on redemption of the NCD will be made to those NCD holders whose names appear as beneficial owners as per the
list to be furnished by the depositories in respect of the shares held in the electronic form and on the Register of NCD holders
of the Company at the close of business hours on the Record Date to be fixed by the Company for this purpose. On payment
of the final redemption proceeds, the NCD Certificate shall automatically stand cancelled. No surrender of NCD certificate is
required.
The Record Date for this purpose would be fixed in consultation with the Stock Exchange prior to the redemption date.
Payment on final redemption will be made by cheque payable at par at such places that we deem fit. In other places, we
reserve the right to adopt any other suitable mode of payment. Also refer to the section titled “Electronic Clearing Service for
Payment of Interest/Redemption Proceeds” on page 251 of this Letter of Offer.
The Company’s liability to the NCD holder(s) towards their rights including for payment of interest or otherwise shall stand
extinguished from the date of redemption in all events and on the Company dispatching the final redemption amounts to the
NCD holder(s). Further, the Company will not be liable to pay any interest, income or compensation of any kind from the date
of redemption of the NCD(s).

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Procedure for redemption of transferred NCDs
Buyers of the NCD in physical form are advised to send the NCD Certificates to the Company/Tata Share Registry Limited or
to such persons as may be notified by the Company from time to time, along with a duly executed Transfer Deed for registration
of transfer of the NCD. If the request for transfer of the NCD is not received or registered by the Company, due to a technical
defect, or on, the Record Date fixed by the Company for the said final redemption, the final redemption proceeds will be paid
to the person whose name appears on the register of NCD holders. In such cases, any claims shall be settled inter-se between
the parties and no claim or action shall lie against the Company or Tata Share Registry Limited.
Repurchase and Right to Reissue NCD
The Company may, at its discretion, at any time purchase the NCD at discount, at par or at a premium in the open market or
otherwise. Such NCD may, at the option of the Company, be cancelled, held, reissued or resold at such price and on such
terms and conditions as the Company may deem fit and as permitted by law.
Where the Company has redeemed or repurchased any NCD, the Company shall have and shall be deemed always to have
had the right to keep such NCD alive without extinguishment for the purpose of resale or reissue and in exercising such right,
the Company shall have and be deemed always to have had, the power to resell or reissue such NCD either by reselling or
reissuing the same NCD or by issuing any other NCD in its place. This includes the right to reissue the original NCD.
Issue of Duplicate NCD Certificate(s)
If any NCD certificate(s) is/are mutilated or defaced or the cages for recording transfers of NCD are fully utilized, the same may
be replaced by the Company against the surrender of such NCD certificate(s). Provided, where the NCD certificate(s) are
mutilated or defaced, the same will be replaced as aforesaid only if the certificate numbers and the distinctive numbers are
legible.
Khokha Buy-back Scheme - Arrangement for buyback of the NCD
For the benefit of the prospective applicants in this Issue, the Company along with JM Morgan Stanley Private Limited (JMMS),
Lead Manager to the Issue, has finalised arrangements for sale by the applicants, if they so wish, of the NCDs (“Khokha Buy-
back Scheme”). Attention to the scheme is drawn of those applicants who would be interested in disposing of the NCD whilst
simultaneously retaining Part A (convertible portion) of the PCD. The intention to opt for Khokha Buy-back Scheme will have
to be confirmed by the applicant while making the application. Specifically the Khokha Buy-back would work as under:
a. All applicants, eligible to apply for the PCD, have an option to offer for sale the NCD (“Khokha”) to the extent of the
NCD(s) that may be allotted them. An applicant shall have to exercise this option of offer for sale with respect to the
Khokha of all the NCD that may be allotted to the applicant. In no case can the applicant exercise his option with respect
to Khokha of only part of the NCD(s) that may be allotted to the applicant.
b. The applicant opting for the Khokha Buy-back Scheme must have a clear and unencumbered title to the Khokha offered
for sale. The transferee shall have a warranty of title in respect of the Khokha comprised in such sale. The sale shall be
free from all claims, liens, charges and encumbrances of whatsoever nature (except to the extent provided in respect of
partly paid NCD under the terms of the Issue). The transferor shall keep the transferee indemnified against any loss or
damage arising on account of any defect that may subsequently be found in the title or signature of the transferor.
c. The Khokha of face value of Rs. 250 with Rs. 28.75 paid-up per NCD may be offered for sale at a net price of Rs. nil per
Khokha (inclusive of accrued interest, if any). The said purchase price of Rs. nil is no indication of the price at which the
Khokha will be quoted and traded on the floor of the Stock Exchanges.
d. The applicant who will be exercising the option to sell the Khokha will be doing so at an upfront discount of Rs. 28.75 on
the face value of the Khokha. If the option to sell the Khokha is exercised, the effective cost per Equity on conversion of
Part A would be Rs. 378.75.
e. Under the terms of the Issue, out of a sum of Rs. 378.75 paid on application, a sum of Rs. 28.75 per PCD would be
appropriated towards NCD and an amount of Rs. 221.25 per NCD is payable on allotment. In such case the applicant’s
liability to pay the allotment money will stand reduced from Rs. 221.25 per NCD to Rs. Nil as the purchaser of the Khokha
would directly pay to the Company the allotment money pertaining to the Khokha to the extent of Rs. 221.25 per NCD.
f. Applicants who wish to sell the Khokha that may be allotted to them should give their consent by signing the Part E of the
CAF. By signing the declaration at the appropriate place in the CAF, the applicant shall be deemed to have authorised the
Company to issue such NCD in electronic form and credit the same to an “Escrow Account” to be opened by JMMS for this purpose.
g. The transaction for sale of NCD allotted and their purchase shall be a spot delivery transaction in terms of the provisions
of the Securities Contracts (Regulation) Act, 1956 and Rules made thereunder.
h. Khokha Buy-back from Non residents would be subject to the approval of RBI.
i. The Scheme is purely voluntary in nature and is based on the terms and conditions from (a) to (h) above. The applicants
for NCD are free to make any other arrangements for disposal of the NCD.

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IT IS EXPRESSLY BROUGHT TO THE NOTICE OF THE APPLICANTS THAT THE COMPANY DOES NOT HAVE ANY
INTEREST IN THE KHOKHA BUY-BACK OFFER. IT IS ENTIRELY AT THE DISCRETION OF THE APPLICANT TO OPT
FOR THIS OFFER OR TO RETAIN THE NCD OR TO DISINVEST THE NCD IN ANY OTHER MANNER.
Nomination facility
In terms of Section 109A of the Act, nomination facility is available in case of Equity Shares and NCDs which would be issued
pursuant to this Issue. The applicant can nominate any person by filling the relevant details in the CAF in the space provided
for this purpose.
Part A will be compulsorily and automatically be converted into Equity Shares on allotment. A sole/first Shareholder/NCD
Holder, along with other joint Shareholders/NCD Holders being individual(s) may nominate any person(s) who, in the event of
the death of the sole holder or all the joint-holders, as the case may be, shall become entitled to the Equity Shares/NCD. A
Person, being a nominee, becoming entitled to the Equity Shares/NCDs by reason of the death of the original Equity
Shareholder(s)/NCD holder(s), shall be entitled to the same advantages to which he would be entitled if he were the registered
holder of the Equity Shares/NCDs. Where the nominee is a minor, the Equity Shareholder(s)/NCD holder(s) may also make a
nomination to appoint, in the prescribed manner, any person to become entitled to the Equity Share(s)/NCD(s), in the event of
death of the said holder, during the minority of the nominee. A nomination shall stand rescinded upon the sale of the Equity
Share/NCD by the person nominating. A transferee will be entitled to make a fresh nomination in the manner prescribed. When
the Equity Share/NCD is held by two or more persons, the nominee shall become entitled to receive the amount only on the
demise of all the holders. Fresh nominations can be made only in the prescribed form available on request at the registered
office of the Company or such other person at such addresses as may be notified by the Company. The applicant can make
the nomination by filling in the relevant portion of the CAF.
Only one nomination would be applicable for one folio. Hence, in case the Shareholder(s) has already registered the
nomination with the Company, no further nomination needs to be made for Equity Shares to be allotted in this Issue
under the same folio.
In case the allotment of Equity Shares/NCDs is in dematerialised form, there is no need to make a separate nomination
for the Equity Shares/NCDs to be allotted in this Issue. Nominations registered with respective DP of the applicant
would prevail. If the applicant requires to change the nomination, they are requested to inform their respective DP.
Issue to Non-Resident Equity Shareholders/Applicants and FII
Applications received from NRIs and non-residents for allotment of Equity Shares shall be inter alia, subject to the conditions
imposed from time to time by the RBI under the Foreign Exchange Management Act, 2000 (FEMA) in the matter of refund of
application moneys, allotment of Equity Shares, issue of letter of allotment / share certificates, payment of interest, dividends,
etc. The Board of Directors may at its absolute discretion, agree to such terms and conditions as may be stipulated by RBI
while approving the allotment of Equity Shares, payment of dividend etc. to the non-resident shareholders. The rights shares
purchased by non-residents shall be subject to the same conditions including restrictions in regard to the repatriability as are
applicable to the original shares against which rights shares are issued.
By virtue of Circular No. 14 dated September 16, 2003 issued by the RBI, overseas corporate bodies (“OCBs”) have been
derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management
(Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003. Accordingly, OCBs shall not be
eligible to subscribe to the Equity Shares. The RBI has however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated
December 8, 2003 that OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to
undertake fresh investments as incorporated non-resident entities. Thus, OCBs desiring to participate in this Issue must
obtain prior approval from the RBI. On providing such approval to the Company at its corporate office, the OCB shall receive
this Letter of Offer and the CAF.
FIIs will not need permission of the FIPB/RBI for investment in the Issue to the extent of their Rights Entitlement. However, in
case of applications from such entities in excess of their entitlement, allotment will be subject to restrictions under applicable
laws, including existing ceilings on FII holdings in the Company and sectoral caps on foreign direct investment in the Company,
as applicable.
Letter of Offer and CAF to non-resident Equity Shareholders shall be dispatched only to their address mentioned in the
Register of Members in India as provided under Section 53 of the Companies Act.
The Company has received approval from Reserve Bank of India vide its letter no. FE.CO.FID/19375/10.78.000/2005-06
dated March 08, 2006 granting permission to offer, issue and allot the PCD portion, including the NCD portion and to offer the
Khokha Buyback Scheme to eligible non resident shareholders on rights basis with repatriation benefit.

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Market lot
The market lot for the Equity Shares and NCDs in dematerialised mode is one. In case of physical certificates, the Company
would issue one certificate for the Equity Shares/NCDs to be allotted to one folio (“Consolidated Certificate”).
Minimum Subscription
If the Company does not receive the minimum subscription of 90% of the issue, (excluding the amount on Rights Entitlement
on (i) shares held by notified parties either in their names or in benami names or in the form of unregistered shares and (ii)
shares which are the subject matter of various suits filed in the Courts/Forum by third parties for which final order from the
Courts/Forum is awaited) the entire subscription shall be refunded to the applicants within forty two days from the date of
closure of the issue. If there is a delay in the refund of subscription by more than 8 days after the Company becomes liable to
repay the subscription amount, (i.e. forty two days after closure of the issue), the Company will pay interest for the delayed
period, at prescribed rates in sub-section (2) and (2A) of Section 73 of the Act.
Terms of the Underwriting Agreement
Not applicable as this Issue is not being underwritten.
Joint-Holders
Where two or more persons are registered as the holders of Equity Shares/NCDs, they shall be deemed to hold the same as
joint-tenants with benefits of survivorship subject to other provisions contained in the Articles.
Option available to the Equity Shareholders
The Composite Application Form clearly indicates the number of PCDs that the Equity Shareholder is entitled to.
If the Equity Shareholder applies for an investment in PCDs, then he can:

Apply for his entitlement in part;

Apply for his entitlement in part and renounce the other part;

Apply for his entitlement in full;

Apply for his entitlement in full and apply for additional PCDs.
Renouncees can apply for the PCDs renounced to them.
How to Apply
Resident Equity Shareholders
Applications should be made on the enclosed CAF provided by the Company. The enclosed CAF should be completed in all
respects, as explained in the instructions indicated in the CAF. Applications will not be accepted by the Lead Managers or by
the Registrar to the Issue or by the Company at any offices except in the case of postal applications as per instructions given
elsewhere in this Letter of Offer.
Non-resident Equity Shareholders
Applications received from the Non-Resident Equity Shareholders for the allotment of Equity Shares/ /NCDs shall, inter alia,
be subject to the conditions as may be imposed from time to time by the RBI, in the matter of refund of application moneys,
allotment of Equity Shares/ NCDs, issue of letters of allotment/ certificates/ payment of dividends etc.
The CAF consists of five parts:
Part A: Form for accepting the PCDs offered and for applying for additional PCDs
Part B: Form for renunciation
Part C: Form for application for renouncees
Part D: Form for request for split application forms
Part E: Form for request to sell the Khokha
Acceptance of the Issue
You may accept the Issue and apply for the PCDs offered, either in full or in part by filling Block III of Part A of the enclosed
CAF and submit the same along with the application money payable to the Bankers to the Issue or any of the branches as
mentioned on the reverse of the CAF before the close of the banking hours on or before the Issue Closing Date or such
extended time as may be specified by the Board thereof in this regard. Applicants at centers not covered by the branches of
collecting banks can send their CAF together with the cheque drawn on a local bank at Mumbai /demand draft net of demand
draft and postal charges payable at Mumbai to the Registrar to the Issue by registered post. Such applications sent to anyone
other than the Registrar to the Issue are liable to be rejected.

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Renunciation
As an Equity Shareholder, you have the right to renounce your entitlement of the PCDs in full or in part in favor of one or more
person(s). Your attention is drawn to the fact that the Company shall not allot and/or register any Equity Shares in favor of:

More than three persons including joint holders

Partnership firm(s) or their nominee(s)

Minors, unless through their legal guardian

Hindu Undivided Family unless in the individual name of Karta. The renouncee should specify that the application is being
made in the name of HUF in the CAF as follows “name of the sole or first applicant: XYZ Hindu Undivided Family applying
through XYZ, where XYZ is the name of the Karta”.

Any Trust or Society (unless the same is registered under the Societies Registration Act, 1860 or any other applicable
Trust laws and is authorized under its Constitutions to hold Equity Shares of a Company)
Such renouncees can only be Indian Nationals/Limited Companies incorporated under and governed by the Act, statutory
corporations/institutions, trusts (unless registered under the Indian Trust Act), minors (through their legal guardians), societies
(unless registered under the Societies Registration Act, 1860 or any other applicable laws) provided that such trust/ society is
authorized under its constitution/bye laws to hold Equity Shares in a company and cannot be a partnership firm, more than
three persons including joint-holders, HUF, foreign nationals (unless approved by RBI or other relevant authorities) or to any
person situated or having jurisdiction where the offering in terms of this Letter of Offer could be illegal or require compliance
with securities laws of such jurisdiction or any other persons not approved by the Board.
Any renunciation from Resident Indian Shareholder(s) to Non-Resident Indian(s) or from Non-Resident Indian Shareholder(s)
to other Non-Resident Indian(s) or from Non-Resident Indian Shareholder(s) to Resident Indian(s) is subject to the renouncer(s)/
renouncee(s) obtaining the approval of the FIPB and/ or necessary permission of the RBI under the Foreign Exchange
Management Act, 1999 (FEMA) and other applicable laws and such permissions should be attached to the CAF. Applications
not accompanied by the aforesaid approval are liable to be rejected and the amount will be refunded without interest.
By virtue of the Circular No. 14 dated September 16, 2003 issued by the RBI, Overseas Corporate Bodies (“OCBs”) have been
derecognized as an eligible class of investors and the RBI has subsequently issued the Foreign Exchange Management
[Withdrawal of General Permission to Overseas Corporate Bodies (OCBs)] Regulations, 2003. Accordingly, the existing Equity
Shareholders of the Company who do not wish to subscribe to the PCD being offered but wish to renounce the same in favor
of renouncees shall not renounce the same (whether for consideration or otherwise) in favour of OCB(s).
The right of renunciation is subject to the express condition that the Board/ Committee of Directors shall be entitled
in its absolute discretion to reject the request for allotment to renouncee(s) without assigning any reason thereof.
Part A of the CAF must not be used by any person(s) other than those in whose favor this offer has been made. If used, this will
render the application invalid. Submission of the enclosed CAF to the Banker to the Issue at its collecting branches specified
on the reverse of the CAF with the form of renunciation (Part B of the CAF) duly filled in shall be conclusive evidence for the
Company of the person(s) applying for PCD in Part C to receive allotment of such PCD. The renounces applying for all the
PCD renounced in their favour may also apply for additional PCD. Part ‘A’ must not be used by the renouncee(s) as this will
render the application invalid. Renouncee(s) will also have no further right to renounce any shares in favor of any other person.
Procedure for renunciation
To renounce the whole offer in favour of one renouncee
If you wish to renounce the offer indicated in Part A, in whole, please complete Part B of the CAF. In case of joint holding, all
joint holders must sign Part B of the CAF. The person in whose favor renunciation has been made should complete and sign
Part C of the CAF. In case of joint renouncees, all joint renouncees must sign this part of the CAF.
To renounce in part/or renounce the whole to more than one person(s)
If you wish to either accept this offer in part and renounce the balance or renounce the entire offer in favour of two or more
renouncees, the CAF must be first split into requisite number of forms.
Please indicate your requirement of split forms in the space provided for this purpose in Part D of the CAF and return the entire
CAF to the Registrar to the Issue so as to reach them latest by the close of business hours on the last date of receiving
requests for split forms. On receipt of the required number of split forms from the Registrar, the procedure as mentioned in
paragraph above shall have to be followed.
In case the signature of the Equity Shareholder(s), who has renounced the PCDs, does not agree with the specimen registered
with the Company, the application is liable to be rejected.

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Renouncee(s)
The person(s) in whose favour the PCDs are renounced should fill in and sign Part C of the Application Form and submit the
entire Application Form to the Bankers to the Issue on or before the Issue Closing Date along with the application money.
Change and/ or introduction of additional holders
If you wish to apply for PCDs jointly with any other person(s), not more than three, who is/are not already a joint holder with
you, it shall amount to renunciation and the procedure as stated above for renunciation shall have to be followed. Even a
change in the sequence of the name of joint holders shall amount to renunciation and the procedure, as stated above shall
have to be followed.
However, this right of renunciation is subject to the express condition that the Board of Directors of the Company shall be
entitled in its absolute discretion to reject the request for allotment from the renouncee(s) without assigning any reason thereof.
Please note that:

Part A of the CAF must not be used by any person(s) other than those in whose favour this Issue has been made. If used,
this will render the application invalid.

Request for split form should be made for a minimum of one PCDs or in multiples thereof and one Split Application Form
for the balance PCDs, if any.

Request by the applicant for the Split Application Form should reach the Registrar on or before April 8, 2006.

Only the person to whom this Letter of Offer has been addressed to and not the renouncee(s) shall be entitled to renounce
and to apply for Split Application Forms. Forms once split cannot be split again.

Split form(s) will be sent to the applicant(s) by post at the applicant’s risk.
Additional PCDs
You are eligible to apply for additional PCDs over and above the number of PCDs you are entitled to, provided that you have
applied for all the PCDs offered without renouncing them in whole or in part in favor of any other person(s). Applications for
additional PCDs shall be considered and allotment shall be in the manner prescribed under the section titled ‘Basis of Allotment’
on page 260 of this Letter of Offer. The renouncees applying for all the PCD’s renounced in their favor may also apply for
additional PCD’s
In case of application for additional PCDs by non-resident equity shareholders, the allotment of additional securities will be
subject to the permission of the RBI.
Where the number of additional PCDs applied for exceeds the number available for allotment, the allotment would be made on
equitable basis in consultation with the Designated Stock Exchange.
The summary of options available to the equity shareholder is presented below. You may exercise any of the following options
with regard to the PCDs offered, using the enclosed CAF:
Option Available Action Required
1. Accept whole or part of your entitlement without Fill in and sign Part A (All joint holders must sign)
renouncing the balance.
2. Accept your entitlement in full and apply for Fill in and sign Part A including Block III relating to the acceptance
additional PCDs of entitlement and Block IV relating to additional PCDs (All joint
holders must sign)
3. Renounce your entitlement in full to one person Fill in and sign Part B (all joint holders must sign) indicating the
(Joint renouncees are considered as one). number of PCDs renounced and hand it over to the renouncee.
The renouncees must fill in and sign Part C (All joint renounces
must sign)
4. Accept a part of your entitlement and renounce Fill in and sign Part D (all joint holders must sign) requesting for
the balance to one or more renouncee(s) Split Application Forms. Send the CAF to the Registrar to the
Issue so as to reach them on or before the last date for receiving
OR requests for Split Forms. Splitting will be permitted only once.

Renounce your entitlement to all the PCDs On receipt of the Split Form take action as indicated below.
offered to you to more than one renouncee For the PCDs you wish to accept, if any, fill in and sign Part A.

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 TITAN INDUSTRIES LIMITED

Option Available Action Required

For the PCDs you wish to renounce, fill in and sign Part B indicating
the number of PCDs renounced and hand it over to the
renouncees. Each of the renouncees should fill in and sign Part C
for the PCDs accepted by them.
5. Introduce a joint holder or change the sequence This will be treated as a renunciation. Fill in and sign Part B and
of joint holders the renouncees must fill in and sign Part C.

Availability of duplicate CAF

In case the original CAF is not received, or is misplaced by the applicant, the Registrar to the Issue will issue a duplicate CAF
on the request of the applicant who should furnish the registered folio number/ DP and Client ID number and his/ her full name
and address to the Registrar to the Issue. The duplicate CAF would be posted at the investors risk. Please note that those who
are making the application in the duplicate form should not utilize the original CAF for any purpose including renunciation,
even if it is received/ found subsequently. If the applicant violates any of these requirements, he / she shall face the risk of
rejection of both the applications.
Application on Plain Paper
An Equity Shareholder who has neither received the original CAF nor is in a position to obtain the duplicate CAF may make an
application to subscribe to the Issue on plain paper, along with an Account Payee Cheque drawn on a local bank at Mumbai
/ Demand Draft payable at Mumbai which should be drawn in favor of the Company and send the same by registered post
directly to the Registrar to the Issue.
The application on plain paper, duly signed by the applicants including joint holders, in the same order as per specimen
recorded with the Company, must reach the office of the Registrar to the Issue before the Issue Closing Date and should
contain the following particulars:

Name of Issuer, being Titan Industries Limited

Name and address of the Equity Shareholder including joint holders

Registered Folio Number/ DP and Client ID no.

Number of shares held as on Record Date

Number of PCDs entitled

Number of PCDs applied for

Number of additional PCDs applied for, if any

Total number of PCDs applied for

Total amount paid

Particulars of cheque/draft

Savings/Current Account Number and name and address of the bank where the Equity Shareholder will be depositing the
refund order

PAN/GIR number, Income Tax Circle/Ward/District, photocopy of the PAN card/ PAN communication / Form 60 / Form 61
declaration where the application is for PCDs of a total value of Rs.50,000 or more for the applicant and for each applicant
in case of joint names, and

Signature of Equity Shareholders to appear in the same sequence and order as they appear in the records of the Company

Intention to opt for Khokha buy-back.
Payments in such cases, should be through a cheque/ demand draft payable at Mumbai be drawn in favor of the Bankers to
the Issue marked ‘A/c Payee’ and marked ‘TIL Rights Issue’.
Please note that those who are making the application otherwise than on original CAF shall not be entitled to renounce their
rights and should not utilize the original CAF for any purpose including renunciation even if it is received subsequently. If the
applicant violates any of these requirements, he/she shall face the risk of rejection of both the applications.

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Last date of Application
The last date for submission of the duly filled in CAF is April 24, 2006. The Board or any committee thereof will have the right
to extend the said date for such period as it may determine from time to time but not exceeding 60 (sixty) days from the Issue
Opening Date.
If the CAF together with the amount payable is not received by the Banker to the Issue/ Registrar to the Issue on or before the
close of banking hours on the aforesaid last date or such date as may be extended by the Board/ Committee of Directors, the
offer contained in this Letter of Offer shall be deemed to have been declined and the Board/ Committee of Directors shall be
at liberty to dispose off the PCDs hereby offered, as provided under the section titled “Basis of Allotment”.
INVESTORS MAY PLEASE NOTE THAT THE EQUITY SHARES/NON CONVERTIBLE DEBENTURES OF THE COMPANY
CAN BE TRADED ON THE STOCK EXCHANGES ONLY IN DEMATERIALIZED FORM.
Basis of Allotment
The basis of allotment shall be finalised by the Board in consultation with BSE, which is the Designated Stock Exchange. The
Board will proceed to allot the PCD in the following order of priority:
1. Full allotment to the Equity Shareholders who have applied for their Rights Entitlement either in full or in part and also to
the renouncees who have applied in full or in part for the PCD renounced in their favour.
2. All fractional shareholdings of less than 10 Equity Shares would be ignored and fractional shareholdings of more than 10
Equity Shares would be rounded off to higher integers for determining the Rights Entitlement. However, Equity Shareholders
holding less than 10 Equity Shares will be eligible for 1 PCD. See “Fractional Entitlement” on page 249 of this Letter of
Offer.
For PCD’s being offered on rights basis under this Issue, if the shareholding of any of the Equity Shareholders is less than
20 or is not in the multiples of 20, then the fractional entitlement of such holders shall be ignored. Shareholders whose
fractional entitlements are being ignored would be given preferential allotment of ONE additional PCD each if they apply
for additional PCD(s). Allotment under this head shall be considered if there are any un-subscribed PCD’s after allotment
under (1). If number of PCD’s available for allotment under this head are less than number of PCD’s available after
allotment under (1), the allotment would be made on a fair and equitable basis in consultation with the Designated Stock
Exchange.
SHAREHOLDERS HOLDING LESS THAN 20 SHARES WILL NOT HAVE A RIGHT TO RENOUNCE, THEY HAVE A
RIGHT TO APPLY FOR ADDITIONAL PCD’s.
See “Fractional Entitlement” on page 249 of this Draft Letter of Offer.
3. To the Equity Shareholders who having applied for their full Rights Entitlement of PCD, have applied for additional PCD,
provided there is surplus after making full allotment under 1 and 2 above. The allotment of such additional PCD shall be
made as far as possible on equitable basis with reference to number of Equity Shares held on the Record Date, within the
overall size of Rights Issue at the sole and absolute discretion of the Board of Directors or Committee thereof in consultation
with BSE.
4. To the renouncees who having applied for all the PCDs renounced in their favor and have applied for additional PCD,
provided there is a surplus remaining after 1, 2 and 3 above, in consultation with the Stock Exchange.
5. PCDs remaining unsubscribed after making full allotments under 1, 2, 3 and 4 above, shall be disposed of by the Board in
manner as it in its sole discretion deems fit and the decision of the Board in this regard shall be final and binding.
After taking into account the full allotment under (1) and (2) above, if there is any unsubscribed portion, the Rights Issue, shall
be deemed to be “undersubscribed” for the purpose of Regulation 3(1)(b) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeover) Regulations, 1997 (Takeover Code). In addition to their Rights Entitlement,
Tata Sons Limited shall apply for additional PCDs in the Issue in case of an under subscription. As a result of this subscription
and consequent allotment, Tata Sons Limited may acquire Equity Shares over and above their Rights Entitlement in the Issue,
which may result in an increase of the shareholding being above the current shareholding with the entitlement of PCDs under
the Issue. This subscription and acquisition of additional PCDs by Tata Sons Limited, if any, will not result in a change of
control of the management of the Company and shall be exempt in terms of the proviso to Regulation 3(1)(b)(ii) of the Takeover
Code. As such, other than for meeting the requirements indicated in the section titled “Objects of the Issue” beginning on page
37 of this Letter of Offer, there is no other intention/purpose for this Issue, including any intention to delist the Company.
Subscription by and allotment to Tata Sons Limited of any unsubscribed portion, over and above their Rights Entitlement in the
Issue shall be in compliance with the provisions of the Listing Agreement and other applicable laws prevailing at that time,
including in relation to continuous listing requirements.

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The Company undertakes to complete the allotment of PCD as far as possible within a period of 30 days from the date of
closure of the Issue in accordance with the listing agreement with the Bombay Stock Exchange Limited and National Stock
Exchange. The Company shall pay interest at the rate of 15% per annum if the allotment has not been made and/or the refund
orders have not been dispatched to the investors within 30 days from the date of the closure of the Issue. The Company will
issue and dispatch letters of allotment/share certificates/demat credit and /or letters of regret alongwith refund order or credit
the allotted securities to the respective beneficiary accounts, if any, within a period of six weeks from the issue closing date. If
such money is not repaid withing eight days from the day the company becomes liable to pay, the company shall that money
with interest as stipulated under Section 73 of the Act.
Allotment of PCDs to FIIs shall be made in such a way so as to ensure that on conversion of the same into equity shares, FIIs
shareholding in the Company does not exceed 24% of the total paid up capital of the Company on conversion.
The Company shall retain no oversubscription.
Letters of Allotment / Refund
The Company will issue and dispatch letters of allotment/ share certificates/ NCD Certificate/demat credit and/ or letters of
regret along with refund order or credit the allotted securities to the respective beneficiary accounts, if any, within a period of
six weeks from the Issue Closing Date. If such money is not repaid within eight days from the day the Company becomes liable
to pay it, the Company shall pay that money with interest as stipulated under Section 73 of the Act.
In case of those shareholders who have opted to receive their Right Entitlement Shares in dematerialised form by using
electronic credit under the depository system, an advice regarding the credit of the Equity Shares shall be given separately.
In case the Company issues letters of allotment, the corresponding share certificates will be kept ready within three months
from the date of allotment thereof or such extended time as may be approved by the Companies Law Board under Section 113
of the Companies Act, 1956 or other applicable provisions, if any. Allottees are requested to preserve such letters of allotment,
which would be exchanged later for the share certificates.
Letters of allotment/ share certificates/ NCD Certificate/ demat credit/ refund orders above the value of Rs. 1,500 will be
dispatched by registered post/ speed post to the sole/ first applicant’s registered address. However, refund orders for value
not exceeding Rs. 1,500 shall be sent to the applicants by way of under certificate of posting. Such cheques or pay orders will
be payable at par at all the centres where the applications were originally accepted and will be marked ‘A/c payee’ and would
be drawn in the name of the sole/ first applicant. Adequate funds would be made available to the Registrar to the Issue for the
dispatch of such letters of allotment/ share certificates/ demat credit and refund orders.
As regards allotment/ refund to non-residents, the following further conditions shall apply:
In case of non-residents, who remit their application monies from funds held in NRE/ FCNR accounts, refunds and/ or payment
of interest/ dividend and other disbursement, if any, shall be credited to such accounts, details of which should be furnished in
the CAF. Subject to the approval of the RBI, in case of non-residents, who remit their application monies through Indian Rupee
draft purchased from abroad, refund and/ or payment of dividend/ interest and any other disbursement, shall be credited to
such accounts (details of which should be furnished in the CAF) and will be made net of bank charges/ commission in US
Dollars, at the rate of exchange prevailing at such time. The Company will not be responsible for any loss on account of
exchange fluctuations for converting the Indian Rupee amount into US Dollars. The share certificate(s) will be sent by registered
post at the Indian address of the non-resident applicant.
Option to receive Equity Shares /NCDs in Dematerialized Form
Applicants to the PCDs shall be allotted securities in dematerialised (electronic) form at the option of the applicant. The
Company signed a tripartite agreement with the Tata Share Registry Limited and NSDL on November 27, 1998 and with the
Tata Share Registry Limited and CDSL on November 22, 1999 which enables the Investors to hold and trade in securities in
a dematerialised form, instead of holding the securities in the form of physical certificates.
The Company will credit the Equity Shares /NCDs which may be allotted pursuant to this Issue in the existing demat account
of the Equity Shareholders who are holding the Equity Shares in the demat form. In case of shareholders holding Equity
Shares in physical form and who have opted for PCDs in dematerialised form will receive their securities in the form of an
electronic credit to their beneficiary account with a depository participant. Investor will have to give the relevant particulars for
this purpose in the appropriate place in the CAF. Applications, which do not accurately contain this information, will be given
the securities in physical form. No separate applications for securities in physical and/or dematerialized form should be made.
If such applications are made, the application for physical securities will be treated as multiple applications and is liable to be
rejected. In case of partial allotment, allotment will be done in demat option for the shares sought in demat and balance, if any,
will be allotted in physical shares.

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Procedure for availing the facility for allotment of Equity Shares/NCD in this Issue in the electronic form is as under:

Open a beneficiary account with any depository participant (care should be taken that the beneficiary account should
carry the name of the holder in the same manner as is exhibited in the records of the Company. In the case of joint holding,
the beneficiary account should be opened carrying the names of the holders in the same order as with the Company). In
case of Investors having various folios in the Company with different joint holders, the Investors will have to open separate
accounts for such holdings. Those equity shareholders who have already opened such Beneficiary Account (s) need not
adhere to this step.

For Equity Shareholders already holding Equity Shares of the Company in dematerialized form as on the Record Date,
the beneficial account number shall be printed on the CAF. For those who open accounts later, the necessary details of
their beneficiary account should be filled in the space provided in the CAF. It may be noted that the allotment of securities
arising out of this Issue may be made in dematerialized form even if the original Equity Shares of the Company are not
dematerialized. Nonetheless, it should be ensured that the Depository Account is in the name(s) of the Equity Shareholders
and the names are in the same order as in the records of the Company.
Responsibility for correctness of information (including applicant’s age and other details) filled in the CAF vis-à-vis such
information with the applicant’s depository participant, would rest with the applicant. Applicants should ensure that the names
of the applicants and the order in which they appear in CAF should be the same as registered with the applicant’s depository
participant.
If incomplete / incorrect beneficiary account details are given in the CAF the applicant will get Equity Shares/NCD in physical
form.
The Equity Shares/NCDs pursuant to this Issue allotted to Investors opting for dematerialized form, would be directly credited
to the beneficiary account as given in the CAF after verification. Allotment advice, refund order (if any) would be sent directly
to the applicant by the Registrar to the Issue but the applicant’s depository participant will provide to him the confirmation of
the credit of such Equity Shares to the applicant’s depository account.
Renouncees will also have to provide the necessary details about their beneficiary account for allotment of securities in this
Issue. In case these details are incomplete or incorrect, the application is liable to be rejected.
Utilisation of Proceeds
Subscription received against this Issue will be kept in a separate bank account(s) and the Company would not have access
to such funds unless it has received minimum subscription of 90%, of the Issue and the necessary approvals of the Designated
Stock Exchange, to use the amount of subscription.
General instructions for applicants
1. Please read the instructions printed on the enclosed CAF carefully.
2. Application should be made on the printed CAF, provided by the Company and should be completed in all respects. The
CAF found incomplete with regard to any of the particulars required to be given therein, and/ or which are not completed
in conformity with the terms of this Letter of Offer are liable to be rejected and the money paid, if any, in respect thereof will
be refunded without interest through Demand Draft payable at par at all places where it was collected. The CAF must be
filled in English and the names of all the applicants, details of occupation, address, father’s / husband’s name must be
filled in block letters.
3. The CAF together with cheque / demand draft should be sent to the Bankers to the Issue / Collecting Bank or to the
Registrar to the Issue and not to the Company or Lead Manager to the Issue. Applicants residing at places other than
cities where the branches of the Bankers to the Issue have been authorised by the Company for collecting applications,
will have to make payment by Demand Draft net of demand draft and postal charges payable at Mumbai and send their
application forms to the Registrar to the Issue by REGISTERED POST. If any portion of the CAF is / are detached or
separated, such application is liable to be rejected.
4. Applications for a total value of Rs. 50,000 or more, i.e. where the total number of securities applied for multiplied by the
Issue price, is Rs. 50,000 or more the applicant or in the case of application in joint names, each of the applicants, should
mention his/ her PAN number allotted under the Income-Tax Act, 1961 and also submit a photocopy of the PAN card(s) or
a communication from the Income Tax authority indicating allotment of PAN (“PAN Communication”) along with the
application for the purpose of verification of the number. Bidders who do not have PAN are required to provide a declaration
in Form 60 / Form 61 prescribed under the I.T.Act along with the application. Bid cum Application Forms without this
photocopy/ PAN Communication/ declaration will be considered incomplete and are liable to be rejected.

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5. Applicants who are applying are advised to provide information as to their savings/current account number and the name
of the Company with whom such account is held in the CAF to enable the Registrar to the Issue to print the said details in
the refund orders, if any, after the names of the payees. Application not containing such details is liable to be rejected.
Applicants should note that on the basis of name of the Applicant, Depository Participant’s name, Depository Participant-
Identification number and Beneficiary Account Number provided by them in the Bid cum Application Form/available with
the Company on record, the Registrar to the Issue will obtain from the Depository the Bidders bank account details. These
bank account details would be printed on the refund order, if any, to be sent to Applicant. Hence, Applicants are advised
to immediately update their bank account details as appearing on the records of the depository participant. Please note
that failure to do so could result in delays in credit of refunds to Applicant at the Applicants sole risk and neither the Lead
Manager nor the Company shall have any responsibility and undertake any liability for the same.
6. The payment against the application should not be effected in cash if the amount to be paid is Rs. 20,000 or more. In case
payment is effected in contravention of this, the application may be deemed invalid and the application money will be
refunded and no interest will be paid thereon. Payment against the application if made in cash, subject to conditions as
mentioned above, should be made only to the Bankers to the Issue.
7. Signatures should be either in English or Hindi or in any other language specified in the Eight Schedule to the Constitution
of India. Signatures other than in English or Hindi and thumb impression must be attested by a Notary Public or a Special
Executive Magistrate under his/ her official seal. The Equity Shareholders must sign the CAF as per the specimen signature
recorded with the Company.
8. In case of an application under power of attorney or by a body corporate or by a society, a certified true copy of the
relevant power of attorney or relevant resolution or authority to the signatory to make the relevant investment under this
Issue and to sign the application and a copy of the Memorandum and Articles of Association and / or bye laws of such
body corporate or society must be lodged with the Registrar to the Issue giving reference of the serial number of the CAF.
In case these papers are sent to any other entity besides the Registrar to the Issue or are sent after the Issue Closing
Date, then the application is liable to be rejected.
9. In case of joint holders, all joint holders must sign the relevant part of the CAF in the same order and as per the specimen
signature(s) recorded with the Company. Further, in case of joint applicants who are renouncees, the number of applicants
should not exceed three. In case of joint applicants, reference, if any, will be made in the first applicant’s name and all
communication will be addressed to the first applicant.
10. Application(s) received from Non-Resident / NRIs, or persons of Indian origin residing abroad for allotment of Equity
Shares shall, inter alia, be subject to conditions, as may be imposed from time to time by the RBI under FEMA in the
matter of refund of application money, allotment of Equity Shares, subsequent issue and allotment of Equity Shares,
interest, export of share certificates, etc. In case a Non-Resident or NRI Equity Shareholder has specific approval from
the RBI, in connection with his shareholding, he should enclose a copy of such approval with the CAF.
11. All communication in connection with application for the Equity Shares, including any change in address of the Equity
Shareholders should be addressed to the Registrar to the Issue prior to the date of allotment in this Issue quoting the
name of the first / sole applicant Equity Shareholder, folio numbers and CAF number.
12. Split forms cannot be re-split.
13. Only the person or persons to whom Equity Shares have been offered and not renouncee(s) shall be entitled to obtain
split forms.
14. Applicants must write their CAF number at the back of the cheque / demand draft.
15. Only one mode of payment per application should be used. The payment must be either in cash or by cheque / demand
draft drawn on any of the banks, including a co-operative bank, which is situated at and is a member or a sub member of
the Bankers Clearing House located at the centre indicated on the reverse of the CAF where the application is to be
submitted.
16. A separate cheque / draft must accompany each CAF. Outstation cheques / demand drafts or post-dated cheques and
postal / money orders will not be accepted and applications accompanied by such cheques / demand drafts / money
orders or postal orders will be rejected. The Registrar will not accept payment against application if made in cash. For
payment against application in cash please refer point 6 above.
17. No acknowledgment/receipt will be issued for the application moneys received by the Company. However, the Bankers to
the Issue / Registrar to the Issue/ Collecting Bank receiving the CAF will acknowledge their receipt by stamping and
returning the acknowledgment slip at the bottom of each CAF.

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Grounds for Technical Rejections
Applicants are advised to note that applications are liable to be rejected on technical grounds, including the following:

Amount paid does not tally with the amount payable for;

Bank account details (for refund) are not given;

Age of First Applicant not given in case of renouncees;

PAN photocopy/ PAN Communication/ Form 60 / Form 61 declaration not given if Application is for Rs. 50,000 or more;

In case of application under power of attorney or by limited companies, corporate, trust, etc., relevant documents are not
submitted;

If the signature of the existing shareholder does not match with the one given on the Application Form and for renouncees
if the signature does not match with the records available with their depositories;

If the Applicant desires to have shares in electronic form, but the Application Form does not have the Applicant’s depository
account details;

Application Forms are not submitted by the Applicants within the time prescribed as per the Application Form and the
Letter of Offer;

Applications not duly signed by the sole/joint Applicants;

Applications by OCBs unless accompanied by specific approval from the RBI permitting the OCBs to invest in the Issue;

Applications accompanied by Stockinvest;

Applications by US persons;

Applications by ineligible Non-residents (including on account of restriction or prohibition under applicable local laws) and
where last available address in India has not been provided.
Mode of payment for Resident Equity Shareholders/ Applicants
All cheques / drafts accompanying the CAF should be crossed ‘A/c Payee only’ and marked ‘TIL Rights Issue’ and payable at
the place where the CAF is submitted.
Applicants residing at places other than places where the bank collection centres have been opened by the Company for
collecting applications, are requested to send their applications together with Demand Draft net of demand draft and postal
charges for the full application amount favouring the Bankers to the Issue, crossed ‘A/c Payee only’ and marked ‘TIL Rights
Issue’ payable at Mumbai directly to the Registrar to the Issue by registered post along with bank draft net of demand draft and
postal charges so as to reach them on or before the Issue Closing Date. The Company or the Registrar to the Issue will not be
responsible for postal delays or loss of applications in transit, if any.
Mode of payment for Non-Resident Equity Shareholders/ Applicants
As regards the application by non-resident equity shareholders, the following further conditions shall apply:
Payment by non-residents must be made by demand draft / cheque payable at Mumbai or funds remitted from abroad in any
of the following ways:
Application with repatriation benefits

By Indian Rupee drafts purchased from abroad and payable at Mumbai or funds remitted from abroad (submitted along
with Foreign Inward Remittance Certificate); or

By cheque / draft on a Non-Resident External Account (NRE) or FCNR Account maintained in Mumbai; or

By Rupee draft purchased by debit to NRE/ FCNR Account maintained elsewhere in India and payable in Mumbai; or FIIs
registered with SEBI must remit funds from special non-resident rupee deposit account.

All cheques / drafts accompanying the CAF should be crossed ‘A/c Payee only’ and marked ‘TIL Rights Issue-NR’ and
payable at the place where the CAF is submitted.
Application without repatriation benefits
As far as non-residents holding shares on non-repatriation basis is concerned, in addition to the modes specified above,
payment may also be made by way of cheque drawn on Non-Resident (Ordinary) Account maintained in Mumbai or Rupee
Draft purchased out of NRO Account maintained elsewhere in India but payable at Mumbai.

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All cheques/drafts submitted by non-residents should be drawn in favour of the Bankers to the Issue and marked ‘TIL Rights
Issue’ payable at Mumbai and must be crossed ‘A/c Payee only’ for the amount payable. The CAF duly completed together
with the amount payable on application must be deposited with the Collecting Bank indicated on the reverse of the CAF before
the close of banking hours on or before the Issue Closing Date. A separate cheque or bank draft must accompany each CAF.
Applicants may note that where payment is made by drafts purchased from NRE/ FCNR/ NRO accounts as the case may be,
an Account Debit Certificate from the bank issuing the draft confirming that the draft has been issued by debiting the NRE/
FCNR/ NRO account should be enclosed with the CAF. Otherwise the application shall be considered incomplete and is liable
to be rejected.
New demat account shall be opened for holders who have had a change in status from resident Indian to NRI.
Note:

In case where repatriation benefit is available, interest, dividend, sales proceeds derived from the investment in Equity
Shares can be remitted outside India, subject to tax, as applicable according to Income Tax Act.

In case Equity Shares/NCDs are allotted on non-repatriation basis, the interest, dividend and sale proceeds of the Equity
Shares cannot be remitted outside India.

The CAF duly completed together with the amount payable on application must be deposited with the Collecting Bank
indicated on the reverse of the CAF before the close of banking hours on or before the Issue Closing Date. A separate
cheque or bank draft must accompany each CAF.

In case of an application received from non-residents, allotment, refunds and other distribution, if any, will be made in
accordance with the guidelines/ rules prescribed by RBI as applicable at the time of making such allotment, remittance
and subject to necessary approvals.
Disposal of application and application money
No acknowledgment/receipt will be issued for the application moneys received by the Company. However, the Bankers to the
Issue / Registrar to the Issue/ Collecting Bank receiving the CAF will acknowledge their receipt by stamping and returning the
acknowledgment slip at the bottom of each CAF.
The Board reserves its full, unqualified and absolute right to accept or reject any application, in whole or in part, and in either
case without assigning any reason thereto.
In case an application is rejected in full, the whole of the application money received will be refunded. Wherever an application
is rejected in part, the balance of application money, if any, after adjusting any money due on Equity Shares allotted, will be
refunded to the applicant within six weeks from the close of the Issue.
For further instructions, please read the Composite Application Form (CAF) carefully.
Utilisation of Issue Proceeds
The Board of Directors declares that:
The funds received against this Issue will be transferred to a separate bank account other than the bank account referred to
sub-section (3) of Section 73 of the Act.
Details of all moneys utilised out of the Issue shall be disclosed under an appropriate separate head in the balance sheet of
the Company indicating the purpose for which such moneys has been utilised.
Details of all such unutilised moneys out of the Issue, if any, shall be disclosed under an appropriate separate head in the
balance sheet of the Company indicating the form in which such unutilised moneys have been invested.
The funds received against this Issue will be kept in a separate bank account and the Company will not have any access to
such funds unless it satisfies the Designated Stock Exchange with suitable documentary evidence that the minimum subscription
of 90% of the Issue has been received by the Company.
Undertakings by the Company
1. The complaints received in respect of the Issue shall be attended to by the Company expeditiously and satisfactorily.
2. All steps for completion of the necessary formalities for listing and commencement of trading at all Stock Exchanges
where the securities are to be listed will be taken within seven working days of finalization of basis of allotment.
3. The funds required for dispatch of refund orders/ allotment letters/ certificates by registered post shall be made available
to the Registrar to the Issue.

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4. The certificates of the securities/ refund orders to the non-resident Indians shall be dispatched within the specified time.
5. No further issue of securities affecting equity capital of the Company shall be made till the securities issued/offered
through the Issue are listed or till the application moneys are refunded on account of non-listing, under-subscription etc.
6. The Company accepts full responsibility for the accuracy of information given in this Letter of Offer and confirms that to
best of its knowledge and belief, there are no other facts the omission of which makes any statement made in this Letter
of Offer misleading and further confirms that it has made all reasonable enquiries to ascertain such facts.
7. All information shall be made available by the Lead Managers and the Issuer to the Investors at large and no selective or
additional information would be available for a section of the Investors in any manner whatsoever including at road shows,
presentations, in research or sales reports etc.
8. The Company shall forward the details of utilisation of the funds raised through the debentures duly certified by the
statutory auditors of the Company, to the debenture trustees at the end of each half year.
9. The Company shall disclose the complete name and address of the debenture trustee in the annual report.
10. The Company shall provide a compliance certificate to the debenture holders (on yearly basis) in respect of compliance
with the terms and conditions of issue of debentures as contained in the prospectus, duly certified by the debenture
trustee.
11. The Company shall furnish a confirmation certificate that the security created by the Company in favour of the debenture
holders is properly maintained and is adequate enough to meet the payment obligations towards the debenture holders in
the event of default.
12. The Company shall extend necessary cooperation to the credit rating agencies in providing true and adequate information
till the debt obligations in respect of the instrument are outstanding.
Important

This Issue is applicable to those Equity Shareholders whose names appear as beneficial owners as per the list to be
furnished by the depositories in respect of the Equity Shares held in the electronic form and on the Register of Members
of the Company at the close of business hours on the Record Date i.e. March 6, 2006. The Company will arrange to
dispatch this Letter of Offer and Composite Application Form (“CAF”) by Registered/Speed post to such Equity Shareholders
in India.

It is to be specifically noted that this Issue of Equity Shares is subject to the section titled ‘Risk Factors’ beginning on page
4 of this Letter of Offer.

Please ensure that you have received the Composite Application Form (“CAF”) with this Letter of Offer.

Please read this Letter of Offer and the instructions contained herein and the CAF carefully before filling in the CAF. The
instructions contained in the CAF are an integral part of this Letter of Offer and must be carefully followed. An application
is liable to be rejected for any non-compliance of the provisions contained in this Letter of Offer or the CAF.

All information shall be made available to the Investors by the Lead Managers and the Issuer, and no selective or additional
information would be available by them for any section of the Investors in any manner

The Lead Managers and the Company shall update this Letter of Offer and keep the public informed of any material
changes till the listing and trading of the Equity Shares and NCDs arising out of this Issue commences.

All enquiries in connection with this Letter of Offer or accompanying CAF and requests for Split Application Forms must be
addressed (quoting the Registered Folio Number/ DP and Client ID number, the CAF number and the name of the first
Equity Shareholder as mentioned on the CAF and superscribed ‘TIL - Rights Issue’ on the envelope) to the Registrar to
the Issue at the following address:
Intime Spectrum Registry Limited
C-13, Pannalal Silk Mills Compound
LBS Marg, Bhandup, Mumbai 400 078
Tel: +91 22 2596 0320
Fax: +91 22 2596 0329
Contact Person: Mr. Vishwas Attavar

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 TITAN INDUSTRIES LIMITED

SECTION IX : MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF THE COMPANY

Pursuant to Schedule II of the Companies Act and the SEBI Guidelines, the important provisions of the Articles of Association
of our Company relating to members, voting rights, lien on the Equity Shares and process for modification of such rights,
forfeiture of Equity Shares, restrictions on transfer and transmission of Equity Shares and debentures and on their consolidation
and splitting are detailed below:
Capitalised terms in this section have the meaning that has been given to such terms in the Articles of Association.
Capital Increase and Reduction of Capital
Authorised capital
8. The authorized share capital of the Company id RS. 120,00,00,000 (Rupees one hundred twenty crores) divided into
8,00,00,000 equity shares of Rs 10 each and 40,00,000 redeemable cumulative shares of Rs. 100 each.
Increase of capital by the company and how carried into effect.
9. The Company in General Meeting may, by an Ordinary Resolution fro time to time, increase the capital by the creation of
new shares, such increase to be of such aggregate amount and to be divided into shares of such respective amounts as
the resolution shall prescribe. Subject to the provisions of the Act, the new shares shall be issued upon such terms and
conditions and with such rights and privileges annexed thereto, as General Meeting resolving upon the creation thereof
shall direct, and if no direction be given, as the Directors shall determine; and in particular, such shares (either redeemable
or irredeemable) may be issued with a preferential right to dividends and in the distribution of assets of the Company, and
with a right of voting at General Meetings of the Company in conformity with Sections 87 and 88 of the Act. Whenever the
capital of the Company is increased under the provisions of this Article, the Directors shall comply with the provisions of
Section 97 of the Act;
Provided that no shares other than preference shares, shall be issued carrying voting rights or rights in the Company as
to dividend, capital or otherwise which are disproportionate to the rights attaching to the holders of the shares, not being
preference shares.
(a) The rights, privileges and conditions attached to the redeemable cumulative preference shares of Rs 100 each shall
be as follows:
i. The redeemable cumulative preference shares shall confer on the holders thereof the rights to a fixed preferential
dividend at such rate as may be decided by the Board of Directors from time to time, such dividend to be
calculated from such date or dates (being not later than the date(s) of allotment) as may be fixed by the Board of
Directors of the Company.
ii. The redeemable preference shares shall be cumulative i.e. The holders thereof shall be entitled to a dividend at
the stipulated rate even when the Company does not make any profits and shall be paid the arrears of dividend
in the subsequent years when the Company makes a profit.
iii. The holders of redeemable cumulative preference shares shall have a preferential right to receive dividend and
repayment of Capital in the event of winding up in priority to all other shares for the time being forming part of the
capital, so however that these preference shares shall not confer any other rights to participate in the asset of the
Company.
iv. The redeemable cumulative preference shares do not confer on the holders thereof any right to vote at any
meetings of the Company except and in the manner set out in Section 87 (2) of the Company Act, 1956.
v. The cumulative preference shares shall be redeemed in the manner and within the period as set out under
Section 80 of the Companies Act 1956.
vi. The redemption of cumulative preference shares shall not result reduction of Capital.
Further issue of capital
14 (a) Where it is proposed to increase the subscribed capital of the Company by allotment of further shares, whether out of
unissued share capital, or out of increased share capital, then such further shares shall be offered to the persons who
at the date of the offer, are holders of the equity shares of the Company, in proportion, as nearly as circumstances
admit, to the capital paid up on those shares at that date. Such offer shall be made by a notice specifying the number
of shares offered and limiting a time, as may be decided , but not less than 15 days from the date of the offer within
which, the offer, if not accepted will be deemed to have been declined. After the expiry of the time specified in the
notice aforesaid , or on receipt of earlier intimation from the person to whom such notice is given that he declines to
accept the shares offered, the Board may dispose of them in such manner as it thinks most beneficial to the Company.

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14 (b) Notwithstanding anything contained above, the persons concerned shall have a right exercisable by them to renounce
the shares offered to them or any of them in favour of any other person within the abovementioned time limit and the
notice referred in this Article shall contain a statement of this right, but this right shall not be exercised for the second
time in favour of any other person.
14 (c) Notwithstanding anything contained in the preceding sub-clause, the Company may
(i) By a Special Resolution, or
(ii) Where no such Special Resolution is passed, if votes cast (whether on a show of hands or on a poll, as the case
may be) in favour of the proposal contained in the resolution moved in that General Meeting (including the
casting vote, if any, of the Chairman) by members who, being entitled so to do, vote in person, or where proxies
are allowed, by proxy, exceed the votes, if any cast against the proposal by members so entitled and voting and
the Central Government is satisfied, on an application made by the Board in this behalf, that the proposal is most
beneficial to the Company, offer the further shares to any persons (whether or not those persons include those
who, at the date of the offer, are holders of the equity shares of the Company) in any manner whatsoever.
14 (d) Notwithstanding anything contained in the sub-clause (a) above, but subject however to Section 81(3) of the Act, the
Company may increase its subscribed capital on exercise of an option attached to the debentures issued or loans
raised by the Company to convert such debentures or loans into shares, or to subscribe for shares in the Company.
Shares and Certificates
Issue of shares at par, premium and discount.
15. In addition to the powers conferred on the Directors in these articles and in accordance with section 81 of the act, the
Company, in General Meeting, may determine that any shares in the capital for the time being of the Company shall be
offered to such persons (whether members or not) in such proportion and on such terms and conditions and either at par
on (subject to compliance with the provision of Sections 78 and 79 of the Act) at a premium or at a discount. Such General
Meeting shall determine and with full power to give any such person the option to call for or be allotted shares of the
Company, either at par or (subject to compliance with the provisions of Sections 78 and 79 Act) at a premium or at a
discount, such options being exercisable at such times and for such consideration as may be directed by such General
Meeting or the Company in General Meeting may in accordance with Section 81 of the Act make any other provision
whatsoever for the issue, allotment or disposal of any shares.

16 (a) Subject to the provisions of the Act, and these Articles, the Board of Directors shall have control over the shares in the
capital for the time being of the Company and the board of directors may allot or otherwise dispose of the shares, or
any of them, to such persons in such proportion and on such terms and conditions as they may, from time to time,
think fit and proper and with full power to give to any person the option to call for or be allotted shares of any class of
the Company and for such consideration as the Director think fit. Provided that option or right to call for shares shall
not be given to any person or persons without sanction of the Company in General Meeting.
16 (b) The Board of Directors may issue and allot shares in the capital of the Company as payment for any property sold, or
goods transferred or machinery or appliances supplied, or for services rendered or to be rendered to the company in,
or about the formation or promotion of the Company, or the acquisition and or conduct of its business and shares may
be so allotted as fully paid up shares, and if so issued, shall be deemed to be fully paid up shares.
Share certificate
19 (a) Every member or allottee of shares shall be entitled, without payment, to receive one certificate specifying the name(s)
of the person(s) in whose favour the certificate is issued, the shares to which it relates and the amount paid up
thereon. Several certificates, each for one or more of his shares shall also be issued in market lots or in such higher
market lots as may be requested by the Shareholder and free of any charge. Such certificate shall be issued only in
pursuance of a resolution passed by the Board and in accordance with the provisions of Section 113 of the Act and
the Companies (issue of the Share Certificates) Rules 1960 or modifications, if any and on surrender to the Company
of its letter of allotment, of its fractional coupons of requisite value, save in cases of issues against letters of acceptance,
or of renunciation, or in cases of issue of bonus shares.
19 (b) Every such certificate shall be issued under the seal of the Company and the seal shall be affixed in the presence of
two Directors or persons acting on behalf of the Directors under a duly registered power of attorney and the Secretary
or some other person appointed by the Board for the purpose and two Directors or their attorneys and the Secretary
or other person shall sign the share certificates, provided that if the composition of the Board permits of it, at least one

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of the aforesaid two Directors shall be a person other than a Managing or a whole–time Director. Particulars of every
share certificate issued shall be entered in the Register of Members against the name(s) of the person(s) to whom it
has been issued, indicating the date of issue.
19 (c) Any two or more joint allottees of a share shall, for the purpose of this article, be treated as a single member and the
certificate of any share, which may be the subject of joint ownership, may be delivered to any one of such joint owners
on behalf of all of them.
19 (d) A Director may sign a share certificate by affixing his signature thereon by means of any machine, equipment or other
mechanical means, such as engraving in metal or lithography, but not by means or a rubber stamp, provided that the
Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose.
Calls
Directors may make calls
31. Subject to the provisions of Section 91 of the Act, terms of the issue and conditions of allotment, the Board of Directors
may, from time to time, make such calls, as they think fit, upon the members in respect of all moneys unpaid on the shares
held by them respectively; and the members shall pay the amount of every call so made on him to the persons and at the
time ad place appointed by the Board of Directors.
Calls carry interest
35. If the sum payable in respect of any call, or installment be not paid on or before the day appointed for payment thereof, the
holder for the time being of the share in respect of which the call shall have been made or the installment shall be due,
shall pay interest for the same at the rate of 18 percent , per annum from the day appointed for the payment thereof to the
time of the actual payment or at such lower rate as the Directors may determine. The Board of Directors shall also be at
liberty to waive payment of that interest wholly or in part.
If money payable on shares not paid, notice to be given to member
40. If any member fails to pay any call or installment of any call on or before the day appointed for the payment of the same
or any such extension thereof as aforesaid, the Board of Directors may at any time hereafter, during such time as the call
or installment remains unpaid, give notice to him requiring him to pay the same together with any interest that may have
accrued and all expenses that may have been incurred by the Company by reason of such non-payment.
Forfeiture of Shares
In default of payment, shares to be forfeited
42 If the requirements of any such notice as aforesaid shall not be complied with, every or any share in respect of which such
notice has been given, may be forfeited by a resolution of the Board of Directors at any time thereafter before the payment
of all calls or installments, interest and expenses due in respect thereof. Such forfeiture shall include all dividends declared
or any other moneys payable in respect of the forfeited shares and not actually paid before the forfeiture.
Meeting of Members
Annual general meeting
75 (a) The company shall, in each year hold a General Meeting as its Annual General Meeting in addition to any other
meetings in that year. The first Annual General Meeting of the Company shall be held within eighteen months from
the date if its incorporation and the next Annual General Meeting of the Company shall be held within six months after
the expiry of the financial year in which the first Annual General Meeting was held; and thereafter, Annual General
Meeting of the Company shall be held within six months after expiry of each financial year; provided that not more
than fifteen months shall elapse between the date of one Annual General Meeting and that of the next. Nothing
contained in the foregoing provisions shall be taken as affecting the right conferred upon the Register under the
provisions of Section 166 (1) of the Act to extend the time within which any Annual General Meetings may be held.
75 (b) Every Annual General Meeting shall be called for a time during business hours, on a day that is not a public holiday,
and shall be held at the Office of the Company or at some other place within the City/town in which the Office of the
Company is situate as the Board may determine and the notice calling the meeting shall specify it as the Annual
General Meeting.
75 (c) Every member of the Company shall be entitled to attend either in person or by proxy and the Auditor of the Company
shall have the right to attend and to be heard at any General Meeting. Annual or Extra-ordinary, which he attends on
any part of the business which concerns him as Auditor.

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75 (d) At every Annual General Meeting of the Company, there shall be laid on the table the Director’s Report and Audited
Statement of Accounts, Auditor’s Report (if not already incorporated in the Audited Statement of Accounts), the Proxy
Register with proxies and the Register of Directors’ Shareholdings which latter Register shall remain open and
accessible during the continuance of the meeting.
Extra-ordinary general meeting
76 (a) All General Meetings other than Annual General Meetings referred to in Article 75 shall be called Extra-ordinary
General Meetings.
76 (b) The Board of Directors may, whenever they think fit, call an Extra-Ordinary General Meeting and it shall also do so
upon a requisition in writing by any member or members holding in the aggregate not less than one-tenth of such of
the paid-up capital as at that date carries the right of voting in regard to the matter in respect of which the requisition
has been made.
76 (c) Extra-ordinary General Meeting may be called for a time during business hours on a day that is not a public holiday
and shall be held either at the Office of the Company or at such convenient place as the Board of Director may deem
fit.
76 (d) Any valid requisition so made by members must state the object or objects of the meeting proposed to be called, and
must be signed by the requisitionist and be deposited at the Office of the Company; provided that such requisition
may consist of several documents in like form, each signed by one or more requisitionists.
Twenty-one day’s notice of meeting to be given
79. Every General Meeting, Annual or Extra-ordinary and by whomsoever called or any such meeting adjourned for 30 days
or more may be convened by giving at the least Twenty-one days’ notice specifying the day, place and hour of meeting,
and the nature of the business to be transacted thereat in the manner hereinafter provided, to such persons as are under
these Articles and the Act entitled to receive notice from the Company. However, a meeting may be convened by a shorter
notice that in the case of an Annual General Meeting, with the consent in writing of all the members entitled to vote thereat
and in the case of any other meeting, with the consent of members holding not less than 95 percent of such part of the
paid-up share capital of the Company as having a right to vote at the meeting.
Quorum
83. Five members personally present shall be a quorum for a General Meeting and no business shall be transacted at any
general meeting unless the requisite quorum is present at the time when the meeting proceeds to business.
Chairman of general meeting
86. The Chairman of the Board of Directors shall be entitled to take the Chair at every general meeting, or if there be no such
Chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such
meeting or is unwilling to act as Chairman, the members present shall choose another Director as Chairman, and if no
Director shall be present or if all the Directors present decline to take the Chair, then the members present shall choose
one of their members to be Chairman.
Questions at general meeting how decided
89. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is
(before or on the declaration of the result on the show of hands) demanded by any member or members present in person
or by proxy and holding shares in the Company on which an aggregate sum of not less than fifty thousand rupees has
been paid up or by the Chairman of the meeting or by any member or members present in person or by proxy and having
not less that one-tenth of the total voting power in respect of the resolution or by any member or members present in
person or by proxy and holding shares in the Company conferring a right to vote on the resolution, being shares on which
an aggregate sum has been paid-up which is not less than one-tenth of the total sum paid-up on all the shares conferring
that right, and unless a poll is so demanded, a declaration by the Chairman that a resolution has on a show of hands, been
carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute Book of the Company shall
be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against
that resolution.
Chairman’s casting vote
90. In the case of an equality of votes, the Chairman shall both on a show of hands and at a poll (if any), have a casting vote
in addition to the vote or votes to which he may be entitled as a member.

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Votes of Members
Number of votes to which member entitled
97. Subject to the provision of the Act and these Articles, every member, not disqualified by the last preceding Article shall be
entitled to be present and to speak and vote at such meeting, and on a show of hands, every member present in person
(including a body corporate present by a representative duly authorized in accordance with the provisions of Sections 187
and 187A of the Act) shall have one vote, and upon a poll the voting right of every member present in person (including a
body corporate present as aforesaid) or by proxy shall be in proportion to his share of the paid-up equity share capital of
the Company.
Minutes of Meeting
Minutes of general meetings and inspection thereof by members
109 (a) The Company shall cause minutes of all proceedings of every General Meeting to be kept in accordance with the
provisions of Section 193 of the Act and the books containing such minutes shall be keep at the office of the Company,
and shall be open, during business hours, for such periods not being less than the aggregate of two hours in each day
as the Company in General Meeting may determine, to the inspection of any member without charge and subject to
such reasonable restrictions as the Company may by these Articles or in General Meeting impose in accordance with
Section 196 of the Act. Any such minutes shall be evidence of the proceedings recorded therein.\
109 (b) Nothing herein contained shall require or be deemed to require the inclusion in any such minutes of any matter which
in the opinion of the Chairman of the meeting.
(i) Is or could reasonably be regarded as, defamatory of any person, or
(ii) Is irrelevant or immaterial to the proceedings, or
(iii) Is detrimental to the interest of the Company.
The Chairman of the meeting shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any
matter in the minutes on the aforesaid grounds.
Directors
Number of directors
110.Until otherwise decided by the Company in a General Meeting, the number of Directors shall not be less than three and
more than fifteen. The Directors are not required to hold any qualification shares.
First directors
111.The Following shall be first Directors of the Company.
1. Thiru C. V. R. Panikar
2. Thiru M. A. K. Tayab
3. Thiru Minoo Hormusji Mody
4. Thiru Xerxes Desai
Retirement and rotation of directors
115 (a) At every Annual General Meeting of the Company one-third of such of the Directors for the time being as are liable to
retire by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from
office.
115 (b) The Directors to retire in every year shall be those who have been longest in office since their last election, but as
between the persons who became Directors on the same day, those who retire shall unless they otherwise agree
among themselves, be determined by lot.
115 (c) A retiring Director shall be eligible for re-election.
Appointment of alternate director
116.The Board of Directors may appoint an Alternate Director to act for a Director (hereinafter called “the Original Director”)
during his absence for a period of not less that three months from the State in which the meetings of the Board are
ordinarily held. An Alternate Director appointed under this Article shall not hold office as such for a period longer than that
permissible to the Original Director and shall vacate office if and when the Original Director returns to that State. If the

271
 term of office of the Original Director is determined before he so returns to that State, any provision in the Act or in these
Articles for the automatic reappointment of retiring Directors in default of another appointment shall apply to the Original
Director and not to the Alternate Director.
Quorum
137.Subject to Section 287 of the Act, quorum for a meeting of the Board shall be one-third of its total strength (excluding
Directors, if any, whose places may be vacant at the time and any fraction contained in that one-third being rounded off as
one), or two Director whichever is higher, provided that where at any time the number of interested Directors exceeds or
is equal to two-thirds of the total strength, the number of the remaining Directors, that is to say, the number of Directors
who are not interested, present at the meeting being not less than two, shall be the quorum during such time.
Adjournment of meeting for want of quorum
138.If a meeting of the Board of Directors could not be held for want of quorum, then the meeting shall automatically stand
adjourned to the same day in the next week at the same time and place, or if that day is a public holiday, till the next
succeeding day, which is not a public holiday, at the same time and place, unless the Chairman or the Managing Director
for the time being holding office decides to hold it earlier.
Chairman of directors meeting
139.The Board may elect a Chairman of its meeting from among the Directors of the Company, nominated by or representing
TIDCO and determine the period for which he is to hold office. The Chairman shall be entitled to take the Chair at every
meeting of the Board and conduct the meeting. If no such Chairman is nominated, or if at any meeting the Chairman is not
present within fifteen minutes after the time for holding the same, the Directors present choose one of them to be Chairman
of the meeting.
Dividends
Division of profits
151 The profits of the Company, subject to any special rights relating thereto created or authorized to be created by these
Articles and subject to the provisions of these Articles, shall be divisible among the members in proportion to the amount
of capital paid up or credited as paid up on the shares held by them respectively. The declaration of the Board of Directors
as to the amount of the profits of the Company shall be conclusive.
Indemnity and Responsibility
Right of directors and others to indemnity
187 (a) Subject to the provisions of Section 201 of the Act, every Director, Manager, Secretary and other Officer or Employee
of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors out of the funds
of the Company to pay all costs, losses, and expenses (including traveling expenses) which any of them or him may
incur or become liable to, by reason of any contract entered into or act or deed done by him or in any other way in the
discharge of their or his duties.
189 (b) Subject as aforesaid every Director, Manager, Secretary and other Officer or Employee of the Company shall be
indemnified against any liability incurred by them or him in defending any proceedings whether civil or criminal in
which judgement is given in their or his favour or in which they or he is acquired or discharged or in connection with
any application under Section 633 in which relief is given to them or him by the Court.

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 TITAN INDUSTRIES LIMITED

SECTION X : OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following Contracts (not being contracts entered into in the ordinary course of business carried on by our Company or
entered into more than two years before the date of this Letter of Offer) which are or may be deemed material have been
entered or to be entered into by our Company. These Contracts, copies of which have been attached to the copy of this Letter
of Offer, delivered to the Registrar of Companies, Tamil Nadu at Bangalore for registration and also the documents for inspection
referred to hereunder, may be inspected at the corporate office of our Company situated at Tower A, Golden Enclave, Airport
Road, Bangalore 560 017 from 10.00 am to 4.00 pm on working days from the date of this Letter of Offer until the Issue Closing
Date.
Material Contracts
1. Letter of appointment dated September 28, 2005 from JMMS to our Company offering their services to act as LM and our
acceptance thereto.
2. Memorandum of Understanding between the Company and the Lead Manager.
3. Memorandum of Understanding between the Company and the Registrar to the Issue.
4. Letter dated October 10, 2005 from IL&FS Trust Company Limited to act as Debenture Trustee
Material Documents
1. Our Memorandum and Articles of Association as amended from time to time.
2. Our certification of incorporation dated July 26, 1984.
3. Certificate of commencement of business.
4. Resolutions passed at the Annual General Meeting of the Company dated on August 31, 2005 approving the Issue.
5. Resolution passed by the Board at their meeting held on August 31, 2005 approving the Issue
6. Resolution passed by the Committee of Directors at their meeting held on December 26, 2005 approving the terms of the
PCD
7. Resolution passed at the Annual General Meeting of the Company dated on August 31, 2005 and the terms of the contract
signed with our Managing Director dated September 1, 2005, about the terms of employment and remuneration between
Titan Industries Limited and our Managing Director.
8. Report of the statutory auditor, dated December 26, 2005 for Unconsolidated Summary Restated Financial Statements
for the six month ended September 30, 2005 and the years ended March 31, 2005, 2004, 2003, 2002 and 2001 and the
Consolidated Restated Financial Statements for the six month ended September 30, 2005 and the years ended March 31,
2005, 2004, 2003 and 2002 prepared as per Indian GAAP and mentioned in this Letter of Offer.
9. Copies of annual reports of our Company for the years ended March 31, 2005, 2004, 2003, 2002 and 2001 and for our
Subsidiaries.
10. Consent of the Statutory Auditors being A.F.Ferguson & Co. for inclusion of their report on accounts in the form and
context in which they appear in this Letter of Offer.
11. Consents of Statutory Auditors, Bankers to the Company, Lead Manager, Registrar to the Issue, Banker to the Issue,
Legal Counsel, Directors of the Company, Company Secretary and Compliance Officer, as referred to, in their respective
capacities.
12. Letter dated December 26, 2005 from the Auditors of the Company confirming Tax Benefits as mentioned in Letter of
Offer.
13. Letters received from the CRISIL dated December 7, 2005 and ICRA dated November 18, 2005 with the details of credit
rating.
14. Letter from the existing lenders for creation of pari passu charge.

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15. In-principle listing approval dated January 27, 2006, January 30, 2006 and January 3, 2006 received from BSE, NSE and
MSE respectively
16. Due diligence certificate dated December 30, 2005 submitted by JMMS to SEBI at the time of filing the Draft Letter of
Offer.
17. Due diligence certificate dated March 9, 2006 submitted by JMMS to SEBI at the time of filing the Letter of Offer
18. SEBI Observation Letter (bearing reference CFD/DIL/ISSUES/V/59142/2006) dated January 31, 2006
19. Approval from Reserve Bank of India vide its letter no. FE.CO.FID/19375/10.78.000/2005-06 dated March 8, 2006
granting permission to offer, issue and allot the PCD portion, including the NCD portion and to offer the Khokha Buyback
Scheme to eligible non resident shareholders on rights basis with repatriation benefit.
Any of the contracts or documents mentioned in this Letter of Offer may be amended or modified at any time if so required in
the interest of the Company or if required by the other parties, without reference to the Shareholders subject to compliance of
the provisions contained in the Companies Act and other relevant statutes.

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 TITAN INDUSTRIES LIMITED

DECLARATION
All the relevant provisions of the Companies Act, 1956, and the guidelines issued by the GoI or the guidelines issued by the
Securities and Exchange Board of India, as the case may be, have been complied with and no statement made in this Letter
of Offer is contrary to the provisions of the Companies Act, 1956, the Securities and Exchange Board of India Act, 1992 or
rules made there under or guidelines issued, as the case may be. We further certify that all the disclosures made in this Letter
of Offer are true and correct.

Signed by Directors

1. Mr.D. Rajendran, Chairman

2. Mr. Bhaskar Bhat, Managing Director

3. Mr. T K Balaji

4. Mr. Farrokh Kavarana

5. Mr. A. C. Mukherji

6. Mr. Ishaat Hussain

7. Dr. C. G. Krishnadas Nair

8. Mr. N. N. Tata

9. Mr. S. Susai

Signed

Mr. K F Kapadia – Senior Vice President - Finance

Place: Bangalore
Date: March 9, 2006
Enclosure: Composite Application Form

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