Cash Offer Made for INCAT International plc by Tata Technologies Inc., a Subsidiary of Tata Motors Limited

LONDON and DETROIT, Aug. 18, 2005 -- The Boards of Tata Motors and INCAT announced today that they have reached agreement on the terms of a recommended cash offer, made on behalf of Tata Technologies Inc., for the entire issued and to be issued share capital of INCAT.

Tata Technologies Inc., incorporated in Nevada, is a wholly owned subsidiary of Tata Technologies and an indirect subsidiary of Tata Motors.

The consideration payable under the offer will be 220 pence in cash for every INCAT share, which equates approximately to $4.00 (USD) or euro 3.20, in cash for every INCAT share, valuing INCAT International at approximately 53.4 pounds sterling million or $98 million (USD) or euro 79 million.

INCAT CEO Ulrich Herter said, "We believe that the Offer provides our shareholders with certainty and value. Tata Technologies is a complementary business to our own and the Enlarged Group should benefit from the greater financial resources and presence which being part of the Tata Group will bring to its future development."

Patrick McGoldrick, Chief Executive of Tata Technologies, said, "The prospect of INCAT joining forces with Tata Technologies represents an exciting opportunity to significantly advance our strategic aims. We are experiencing strong organic growth complemented by suitably targeted acquisitions. INCAT's broad geographic platform and extensive customer base represents an accelerated route to achieving our targets."

The full text of this announcement is available on the INCAT Web site at: (please copy and paste link into your browser) http://www.londonstockexchange.com/en- gb/pricesnews/prices/system/detailedprices.htm?ti=ICN

About INCAT

INCAT (RIC: ICN.L) is listed on AIM, a market operated by the London Stock Exchange. Founded in 1989, INCAT is an international provider of software services and solutions focused on Product Lifecycle Management (PLM), principally to the automotive, aerospace and durable goods manufacturing industries. PLM seeks to improve a manufacturing company's product development processes and its ability to use product-related information to make better business decisions and deliver better products to its clients.

INCAT is headquartered in the UK (Bristol) and in North America (Detroit) with offices in France, Mexico, Germany, Canada, Japan, Singapore and the Netherlands. INCAT employs more than 700 people, and has more than 2,000 clients worldwide including Airbus, AugustaWestland, BAE Systems, Boeing, DaimlerChrysler, Ford, Honda, Joy Mining and Northrop Grumman. For further information, visit the website: http://www.incat.com/