History of Titagarh Wagons Ltd.

Our Comp. was incorporated on July 3, 1997 under the Companies Act, 1956 as a public limited Comp. by name of Titagarh Wagons Limited. We received our certificate for commencement of business on July 11, 1997.

In 1998, our Comp. purchased from Titagarh Steels Limited [TSLs], our Promoter Group company, plant & machinery for a consideration of Rs. 48.3 lakhs, as estimated by an independent valuer, S. Sen & Associates, for setting up its wagon manufacturing unit at Titagarh, West Bengal.We also acquired 2.36 acres of land from TSL by a conveyance of sale dated June 18, 2002, for a consideration of Rs. 37.0 lakhs. We acquired an additional 13.71 acres from TSL, by way of another sale deed dated April 23, 2004 for a consideration of Rs. 149.0 lakhs, which also granted our Comp. the right to use common passage along with railway tracks & siding thereon in perpetuity. In the event, TSL sells the common passage or any part thereof, we shall have the right of pre-emption to purchase the common passage at the prevailing market rates. Scheme

Our Comp. entered into a Business Transfer Agreement [BTAs] dated April 4, 2005 with Hyderabad Industries Limited [HILs] for purchase of its Heavy Engineering Division with effect from July 8, 2005 as a going concern along with its entire fixed assets on as-is-where-is-basis for a purchase consideration of Rs. 1,00,000 & specified liabilities towards gratuity payable to all continuing employees of HIL Heavy Engineering Division as on July 8, 2005.

In addition, to the purchase consideration, our Company also paid a consideration of Rs. 420 lakhs towards value of inventory, which includes merchandise, goods,raw materials, consumable spares, stock in process, spares & tools etc. Pursuant to the BTA, all the immovable & movable, assets and properties[except current assetss], all benefits and obligations under all contracts, engagements, arrangements in connection with or forming part of HIL [apart from those obligations imposed on the date of closing of BTA between the partiess] were transferred to our Company.

Major Events

[As per Calendar Years]

1997 Year of Incorporation

1998 Purchased Plant & Machinery from Titagarh Steels Limited.

1998 Our first order from the Indian Railways for supply of BOXN & BCNA wagons.

2000 Received Quality Certification ISO-9002 from Lloyd Register Quality Assurance, United Kingdom.

2001 Scheme of arrangement/amalgamation between our Comp. & Omnicom Webtec Limited sanctioned by the Calcutta High Court; & Received registration from the Ministry of Defence, Government ofIndia to be a licensed manufacturer of Bailey Bridge.

2002 Land measuring 2.36 acres purchased from Titagarh Steels Limited Received recognition from the Ministry of Defence, Government of India, as an Industry Partner for wagon & bridges.

2003 Commenced manufacture of BOST & BFNS type wagons; & Received our first order from the Indian Railways Public Sector Unit CONCOR for supply of container flat wagons.

2004 Land admeasuring 13.7 acres purchased from Titagarh Steels Limited. Received our first order for export to Africa.

2005 Procured our first order from the National Thermal Power Corporationfor manufacturing MGR type wagons;

Procured first private sector order from MSPL for manufacturing OYWS type wagons; Entered into a Share Subscription And Shareholders Agreement with Strategic Ventures Fund [Mauritiuss] Limited, Mauritius by way ofpreferential allotment of Equity Shares of our Company; and Acquisition of Heavy Engineering Division of Hyderabad IndustriesLimited pursuant to a Business Transfer Agreement.

2006 Entered into a Share Subscription Agreement & Shareholders Agreement with 2i Capital PCC, Mauritius by way of preferential allotment of Equity Shares of our Company; Entered into a Investment & Shareholders Agreement with Goya Limited, Mauritius by way of preferential allotment of Equity Shares of our Company; & Executed a Memorandum of Understanding with Kawada Industries Inc. for fabrication & construction of steel bridges.

2007 Entered into a Share Subscription Agreement & Shareholders Agreement with GE. Received our first order for EMU coaches from Indian Railways.Entered into a cooperation & funding agreement with JPMorgan Mauritius Holdings Limited for purpose of proposing a scheme of revival & rehabilitation for Cimmco Birla Limited to the Board of Industrial & Financial Reconstruction.

2008 Entered into a Joint Venture Agreement with FreightCar America Inc. Entered into shareholders agreement with JPMorgan Mauritius Holdings Limited