Tenneco Clean Air India Ltd IPO

Market leading supplier of critical, highly engineered and technology intensive clean air, powertrainand suspension solutions to leading Indian and global OEMs.

Strategically diversified portfolio of proprietary products and solutions well positioned to capturemarket and industry trends.

Innovation-focused approach aided by our ability to leverage Tenneco Groups global R&Dinitiatives to cross-deploy global technologies for proprietary, modular and customized productsat Indian price points.

Flexible and automated manufacturing footprint of 12 strategically located plants well-supportedby a localized supply chain.

Strong financial performance supported by growth, profitability and efficient use of capital.

Qualified and experienced board of directors and management team supported by skilled workforce.

In the past there have been instances of non-compliances with certain provisions of the CompaniesAct and FEMA Regulations by our Company and certain Subsidiaries, which have been compoundedor in relation to which we have filed compounding applications. There can be no assurance that wewill not experience similar or other instances of non-compliance in the future.

Our statutory auditors have identified certain emphasis of matters, matters pertaining to internalfinancial controls and Companies (Auditors Report) Order, 2020 (CARO 2020) in their reports as ofand for the three months period ended June 30, 2025 and 2024 and Fiscal 2025, 2024 and 2023.

Our ability to pay dividends in the future will depend on our earnings, financial condition, workingcapital requirements, capital expenditures and restrictive covenants of our financing arrangements.

We may not be successful in implementing our growth strategies, including our export strategy, dueto global headwinds and tariff structure changes, which could have an adverse effect on our business,financial condition, cash flows and results of operations.

Our Clean Air & Powertrain Solutions division contributed 56.28%, 60.60%, 57.51%, 65.90%, and62.98% of our revenue from operations for the three months ended June 30, 2025 and 2024 andFiscals 2025, 2024 and 2023, respectively, and is subject to electrification risks that affect theautomotive industry generally, which could reduce the demand for internal combustion enginevehicles and in turn the demand for our products.

We depend on a limited number of suppliers to procure our raw materials and certain components(such as pressed parts, electrodes and bimetal strips). In the three months ended June 30, 2025 and2024 and Fiscals 2025, 2024 and 2023 our purchases of raw materials from our top ten suppliers forthe respective periods/Fiscals contributed to 31.54%, 31.22%, 30.18%, 39.52%, and 42.47% of our rawmaterial purchases (net), respectively. For certain of our components such as pressed parts, electrodesand bimetal strips, we are dependent on a single supplier. Interruptions in the supply of raw materialsand components could adversely affect our ability to manufacture our products, execute our projectsand consequently our business and results.

In the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, our cost of rawmaterials consumed from imported sources contributed to 16.95%, 26.36%, 16.46%, 29.59%, and26.46% of our cost of raw material consumed, respectively. We are therefore exposed to internationalsupply chain risks and any changes in the political relationship between India and such countries orthe implementation of laws and policies affecting supplier relationships could adversely affect ourability to manufacture our products, execute our projects and consequently our business and results.

Our Registered Office, Corporate Office and manufacturing facilities (except for the Chakan SealingsFacility), warehouses and R&D centers are located on leased land. If we are unable to renew or extendsuch leases, our business operations may be adversely affected. Further, land title in India can beuncertain and we may not be able to identify or correct defects or irregularities in title to certain landwhich we own.

There are outstanding legal proceedings involving our Company, Subsidiaries and Directors. Anyadverse outcome in such proceedings may have an adverse impact on our reputation, business,financial condition, results of operations and cash flows.

Our Promoters will continue to retain a majority shareholding in our Company after the Offer andwill continue to exercise significant influence and control over us.