The Notes will be the Issuers senior obligations and will rank equally in right of payment

with all existing and

future indebtedness of the Issuer that is not subordinated in right of payment to the Notes
and will be senior in right of
payment to all existing and future indebtedness of the Issuer that is subordinated in right
of payment to the Notes. The
Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Jaguar
Cars Limited, Land Rover,
Jaguar Land Rover North America, LLC, Land Rover Exports Limited and Jaguar Cars Exports
Limited (the
Guarantors). The guarantees of the Notes by each of the Guarantors (the Note
Guarantees) will rank equally in
right of payment with all of the existing and future indebtedness of such Guarantor that is
not subordinated in right of
payment to the Note Guarantees, and senior in right of payment to all existing and future
indebtedness of such
Guarantor that is subordinated in right of payment to the Note Guarantees. The Notes and
the Note Guarantees will
also be effectively subordinated to all of the Issuers and each of the Guarantors existing
and future secured debt to the
extent of the value of the assets securing such debt and to all existing and future debt of
all the Issuers subsidiaries that
do not guarantee the Notes.
Currently, there is no public market for the Notes. Application has been made to admit the
Notes to the Official
List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock
Exchanges Euro MTF market (the
Euro MTF Market). The Euro MTF Market is not a regulated market pursuant to the
provisions of Directive
2004/39/EC. This Offering Memorandum constitutes a prospectus for the purpose of the
Luxembourg law dated 10 July
2005 on Prospectuses for Securities.

Investing in the Notes involves risks. Please see Risk Factors

beginning on page 23.

The Notes and the Note Guarantees have not been registered under the US Securities Act
of 1933, as amended
(the US Securities Act), or any state securities laws. Accordingly, the Notes and the Note
Guarantees are being
offered and sold only to qualified institutional buyers (QIBs) in accordance with Rule
144A under the US Securities
Act (Rule 144A) and outside the United States in offshore transactions in accordance
with Regulation S under the US
Securities Act (Regulation S). Prospective purchasers that are QIBs are hereby notified
that the seller of the Notes
may be relying on the exemption from the registration requirements under the US
Securities Act provided by Rule 144A.

Price: 99.289% plus accrued interest, if any, from 27 March 2012

The Notes have been issued in the form of global notes in registered form. Please see
Book-entry; Delivery and Form.
Joint Physical Bookrunners

Citigroup Credit Suisse J.P. Morgan Morgan Stanley

Standard Chartered Bank
11 April 2012

TABLE OF CONTENTS
Page

Important
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
Notes on Defined Terms Used in this Offering
Memorandum . . . . . . . . . . . . . . . . . . . . . . . . . . vii
Presentation of Financial and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . ix
Forward-looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . xiii

Exchange
Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xv
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.......1
Risk
Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . 23
Use of
Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. 43
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 44
Selected Consolidated Financial and Other
Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Operating and Financial Review and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . 49
Our Industry and Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 84
Our Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . 91
Board of Directors and Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . 117
Major Shareholders and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . 127
Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . 128
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 144
Book-Entry; Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 192
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 196
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 203
Notice to
Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
206
Legal
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . 208
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 208
Service of Process and Enforcement of Judgments . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . 209
Where You Can Find More
Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 211
Glossary of Selected Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 213
Index to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . F-1
IMPORTANT INFORMATION
You should rely only on the information contained in this offering
memorandum (the Offering
Memorandum). None of the Issuer, the Guarantors or Citigroup Global
Markets Limited, Credit

Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd., Morgan

Stanley & Co.
International plc and Standard Chartered Bank (collectively, the initial
purchasers) has authorised
anyone to provide you with any information or represent anything about
the Issuer, the Guarantors or
the initial purchasers, the Issuers financial results or this offering that
is not contained in this
Offering Memorandum. If given or made, any such other information or
representation should not be
relied upon as having been authorised by the Issuer, the Guarantors or
the initial purchasers. None of
the Issuer, the Guarantors or the initial purchasers is making an offering
of the Notes in any
jurisdiction where this offering is not permitted. You should not assume
that the information
contained in this Offering Memorandum is accurate as at any date other
than the date on the front of
this Offering Memorandum.
In making an investment decision, prospective investors must rely on their own
examination of the
Issuer and the terms of this offering, including the merits and risks involved.
This Offering Memorandum has been prepared by the Issuer solely for use in
connection with the
proposed offering of the Notes described in this Offering Memorandum and for
application for listing
particulars to be approved by the Luxembourg Stock Exchange and for the Notes
to be admitted to the
Official List of the Luxembourg Stock Exchange and admitted to trading on its
Euro MTF Market.
This Offering Memorandum may only be used for this purpose. This Offering
Memorandum does not
constitute an offer to any other person or to the public generally to subscribe for
or otherwise acquire
Notes. Each prospective investor, by accepting delivery of this Offering
Memorandum, agrees to the
foregoing.
In addition, none of the Issuer, the Guarantors or the initial purchasers or any of
our or their
respective representatives is making any representation to you regarding the
legality of an investment in
the Notes, and you should not construe anything in this Offering Memorandum as
legal, business or tax
advice. You should consult your own advisers as to legal, tax, business, financial
and related aspects of
an investment in the Notes. You must comply with all laws applicable in any
jurisdiction in which you
buy, offer or sell the Notes or possess or distribute this Offering Memorandum,
and you must obtain
all applicable consents and approvals; none of the Issuer, the Guarantors or the
initial purchasers shall
have any responsibility for any of the foregoing legal requirements.
The Issuer is an indirect, wholly owned subsidiary of Tata Motors Limited (Tata
Motors). Tata
Motors does not assume any liability for or guarantee the Notes and investors in
the Notes will not
have any recourse against Tata Motors in the event of default by Jaguar Land
Rover PLC or any of the

Guarantors of their respective obligations under the terms of the Notes and the
Note Guarantees.
The initial purchasers make no representation or warranty, express or implied, as
to the accuracy
or completeness of the information contained in this Offering Memorandum.
Nothing contained in this
Offering Memorandum is, or shall be relied upon as, a promise or representation
by the initial
purchasers as to the past or future.
The Issuer accepts responsibility for the information contained in this Offering
Memorandum. To
the best of the Issuers knowledge and belief, the information contained in this
Offering Memorandum
is in accordance with the facts and does not omit anything likely to affect the
import of such
information. However, the information set out under the headings Exchange
Rates, Summary,
Operating and Financial Review and Prospects and Our Business includes
extracts from
information and data, including industry and market data and estimates, released
by publicly available
sources in Europe and elsewhere. While we accept responsibility for the accurate
extraction and
i
summarisation of such information and data, we have not independently verified
the accuracy of such
information and data and we accept no further responsibility in respect thereof.
Unless the context indicates otherwise, when we refer to we, us, our,
Jaguar Land Rover,
the Group and our Group for the purposes of this Offering Memorandum, we
are referring to the
Issuer and its subsidiaries.
The information set out in relation to sections of this Offering Memorandum
describing clearing
arrangements, including the section entitled Book-Entry; Delivery and Form, is
subject to any change
in or reinterpretation of the rules, regulations and procedures of Euroclear Bank
S.A./N.V.
(Euroclear) or Clearstream Banking, societe anonyme (Clearstream
Banking) currently in effect.
While the Issuer accepts responsibility for accurately summarising the information
concerning Euroclear
and Clearstream Banking, they accept no further responsibility in respect of such
information. In
addition, this Offering Memorandum contains summaries believed to be accurate
with respect to
certain documents, but reference is made to the actual documents for complete
information. All such
summaries are qualified in their entirety by such reference. Copies of documents
referred to herein will
be made available to prospective investors upon request to us or the initial
purchasers.
By receiving this Offering Memorandum, you acknowledge that you have had an
opportunity to
request from the Issuer for review, and that you have received, all additional
information you deem
necessary to verify the accuracy and completeness of the information contained
in this Offering

Memorandum. You also acknowledge that you have not relied on the initial
purchasers in connection
with your investigation of the accuracy of this information or your decision
whether to invest in the
Notes.
The Issuer reserves the right to withdraw this offering at any time. The Issuer is
making this
offering subject to the terms described in this Offering Memorandum and the
purchase agreement