NEW DELHI, WEDNESDAY, NOVEMBER 12, 2025 FOLLOW US ON TWITTER & FACEBOOK. APP AVAILABLE ON APP STORE & PLAYSTORE WWW.FINANCIALEXPRESS.COM READ TO LEAD VOL. L1 NO. 217, 54 PAGES, `12.00 (PATNA & RAIPUR `12, SRINAGAR `15) P U B L I S H E D F R O M : A H M E D A B A D , B E N G A L U R U , C H A N D I G A R H , C H E N N A I , H Y D E R A B A D , K O C H I , K O L K ATA , L U C K N O W, M U M B A I , N E W D E L H I , P U N E THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY AND IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFERING OF EQUITY SHARES (DEFINED BELOW) ON THE MAIN BOARD OF THE BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”). (Please scan this QR code to view the RHP) Our Company was originally incorporated as ‘Tenneco Clean Air India Private Limited’ at Chennai, Tamil Nadu, India, as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated December 21, 2018, issued by the Central Registration Centre on behalf of the Registrar of Companies, Tamil Nadu and Andaman at Chennai (“RoC”). Subsequently, our Company was converted into a public limited company pursuant to a resolution passed by our Board on February 18, 2025, and a special resolution passed by our Shareholders on February 21, 2025, and consequently the name of our Company was changed to ‘Tenneco Clean Air India Limited’. A fresh certificate of incorporation dated May 16, 2025 was issued by the Central Processing Centre on behalf of the RoC upon conversion to public limited company. For details, see “History and Certain Corporate Matters” beginning on page 331 of the Red Herring Prospectus dated November 05, 2025, filed with the RoC (the “Red Herring Prospectus” or “RHP”). Registered Office: RNS2, Nissan Supplier Park SIPCOT Industrial Park, Oragadam Industrial Corridor, Sriperumbudur Taluk, Kancheepuram District - 602 105, Tamil Nadu, India Corporate Office: 10th Floor, Tower B, Paras Twin Towers, Sector-54, Golf Course Road, Gurugram – 122 002, Haryana, India Contact Person: Roopali Singh, Company Secretary and Compliance Officer; Tel: +91 124 4784 530, E-mail: TennecoIndiaInvestors@tenneco.com; Website: www.tennecoindia.com; Corporate Identity Number: U29308TN2018FLC126510 OUR PROMOTERS: TENNECO MAURITIUS HOLDINGS LIMITED, TENNECO (MAURITIUS) LIMITED, FEDERAL-MOGUL INVESTMENTS B.V., FEDERAL-MOGUL PTY LTD AND TENNECO LLC INITIAL PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF TENNECO CLEAN AIR INDIA LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (INCLUDING A PREMIUM OF ` [●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ` 36,000.00 MILLION (THE “OFFER”) THROUGH AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH AGGREGATING UP TO ` 36,000.00 MILLION ”) (THE “OFFER FOR SALE” AND SUCH EQUITY SHARES, THE “OFFERED SHARES”) BY TENNECO MAURITIUS HOLDINGS LIMITED (“PROMOTER SELLING SHAREHOLDER”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. DETAILS OF THE PROMOTER SELLING SHAREHOLDER, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF ACQUISITION PER EQUITY SHARE Name of the Selling Shareholder Type Weighted Average Cost of Acquisition Per Equity Share (`)(1) Promoter Selling Shareholder Tenneco Mauritius Holdings Limited (1) Maximum Number of Offered Shares Up to [●] Equity Shares of face value of ` 10 each aggregating up to ` 36,000.00 million 138.14 As certified by B.B. & Associates (FRN No. 023670N), Chartered Accountants, by way of their certificate dated November 05, 2025. PRICE BAND: `378 TO `397 PER EQUITY SHARE OF FACE VALUE OF ` 10 EACH. THE FLOOR PRICE IS 37.80 TIMES THE FACE VALUE OF THE EQUITY SHARES AND THE CAP PRICE IS 39.70 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE TO EARNINGS RATIO (“P/E”) BASED ON DILUTED EPS FOR FISCAL 2025 FOR THE COMPANY AT THE UPPER END OF THE PRICE BAND IS 29.02 TIMES AND AT THE LOWER END OF THE PRICE BAND IS 27.63 TIMES. WEIGHTED AVERAGE RETURN ON NET WORTH FOR LAST THREE FINANCIAL YEARS IS 39.25% BIDS CAN BE MADE FOR A MINIMUM OF 37 EQUITY SHARES AND IN MULTIPLES OF 37 EQUITY SHARES THEREAFTER. BID/OFFER OPENS TODAY BID/OFFER PERIOD BID/OFFER CLOSES ON FRIDAY, NOVEMBER 14, 2025* *UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date. We manufacture and supply critical, highly engineered and technology intensive clean air, powertrain and suspension solutions tailored for Indian original equipment manufacturers (“OEMs”) and export markets. The Offer is being made through the Book Building Process pursuant to Regulation 6(1) of the SEBI ICDR Regulations. THE EQUITY SHARES OF THE COMPANY WILL GET LISTED ON THE MAIN BOARD OF NSE AND BSE. NSE SHALL BE THE DESIGNATED STOCK EXCHANGE. QIB Portion: Not more than 50% of the Offer | Non-Institutional Portion: Not less than 15% of the Offer | Retail Portion: Not less than 35% of the Offer. IN MAKING AN INVESTMENT DECISION, POTENTIAL INVESTORS MUST ONLY RELY ON THE INFORMATION INCLUDED IN THE RHP AND THE TERMS OF THE OFFER, INCLUDING THE RISKS INVOLVED AND NOT RELY ON ANY OTHER EXTERNAL SOURCES OF INFORMATION ABOUT THE OFFER AVAILABLE IN ANY MANNER. In accordance with the recommendation of a committee of Independent Directors of our Company, pursuant to their resolution dated November 06, 2025, the above provided price band is justified based on quantitative factors/ KPIs disclosed in the “Basis for Offer Price” section beginning on page 165 of the RHP vis-a-vis the weighted average cost of acquisition (“WACA”) of primary and secondary transaction(s), as applicable, disclosed in the “Basis for Offer Price” section beginning on page 165 of the RHP. RISK TO INVESTORS For details, refer to the “Risk Factors” section on page 59 of the RHP. 1. Dependence on the Tenneco Group: We depend on entities in the Tenneco Group for our operations, such as the license to use Tenneco Group’s brands and patented designs, technical know-how, purchase of certain parts and materials, and R&D. Any adverse change in our relationship, including the termination of our License Agreement and master affiliate intangible property and network services agreement, could have an adverse impact on our right to use the “Tenneco” trademark and our right to use the intangible property and know-how related to P3 Operating System, respectively, which may in turn impact our operations and growth prospects. The table below sets forth the royalty expenses we paid to various entities in the Tenneco Group for the periods/Fiscals indicated: For the three months For Fiscal For Fiscal For Fiscal ended June 30, 2025 2024 2023 2025 2024 Particulars Royalty expenses (` millions) 3. 284.67 Royalty expenses as a percentage of revenue from operations (%) 2. 280.41 2.18% 2.24% 1,102.74 2,574.47 1,119.31 2.25% 4.71% Customer concentration risk: We are dependent on our top ten customers and the contribution of top ten customers (based on Fiscal 2025) to our revenue from operations is provided below. If one or more of these customers chooses not to source products from us, our business, financial condition and results of operations may be adversely affected. 2025 Particulars Revenue from top ten customers 2024 For Fiscal 2025 For Fiscal 2024 Past instances of regulatory non-compliance: In the past there have been instances of non-compliances with certain provisions of the Companies Act and FEMA Regulations by our Company and certain Subsidiaries, which have been compounded or in relation to which we have filed compounding applications. There can be no assurance that we will not experience similar or other instances of non-compliance in the future. 9. Emphasis of matters and CARO 2020 reporting: Our statutory auditors have identified certain emphasis of matters, matters pertaining to internal financial controls and Companies (Auditor’s Report) Order, 2020 (CARO 2020) in their reports as of and for the three months period ended June 30, 2025 and 2024 and Fiscal 2025, 2024 and 2023. Investors should consider these observations of our Statutory Auditor or the statutory auditors of our Subsidiaries in evaluating our financial condition, results of operations and cash flows. 10. Dividends payout: Our Company has declared and paid a dividend on the Equity Shares amounting to `1,716.61 million, `4,092.42 million, `5,591.17 million and `2,804.28 million during the three months ended June 30, 2025, Fiscals 2025, 2024 and 2023, respectively. Further, our Company has declared and paid a dividend on the Equity Shares amounting to `8,649.24 million during the period from July 1, 2025 till the date of the Red Herring Prospectus. Payment of such dividend has resulted in a reduction in the reserves and surplus of our Company and may impact our financial condition and future growth prospects. We cannot assure you that we will be able to pay similar dividends or any dividends in the future. 11. Impact on growth strategy due to changes in international trade policies: Our export strategy faces challenges due to changes in international trade policies and tariffs, which can impact the cost-effectiveness of exporting our products. For instance, the U.S. increased tariffs on most imports from India to 50% in August 2025, including for our Clean Air and Advanced Ride Technologies products. Although these U.S. tariffs have increased the costs of such products to our customers, we continue to export to the U.S. There can be no assurance that our growth strategies will result in the anticipated growth in our revenues or improvement in our results of operations. 12. The Offer consists of only an offer for sale by the Promoter Selling Shareholders. The Promoter Selling Shareholder shall be entitled to the proceeds from the Offer for Sale and our Company will not receive any proceeds from the Offer for Sale. 13. The details of Price/Earnings, Earnings per share, Return on Net Worth, Net Asset Value Per Equity Share, Market Cap/Revenue from Operations for our Company and peer group are as follows 2.32% Dependence on passenger vehicle (“PV”) and commercial vehicle (“CV”) sectors in India: We derived significant portion of our revenue from operations, i.e. 81.35%, 83.44%, 82.04%, 83.87% and 83.06% of our revenue from operations in the three months ended June 30, 2025 and June 30, 2024 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, from the passenger vehicle (“PV”) and commercial vehicle (“CV”) sectors in India. The Indian PV sector has historically seen significant periodic fluctuations in overall demand (Source: CRISIL Report). Any reduced demand in the Indian PV and CV sectors in the future could have a material adverse impact on our business, results of operations and financial condition. For the three months ended June 30, 8. For Fiscal 2023 % of % of % of % of % of Amount Amount Amount Amount Amount revenue revenue revenue revenue revenue (` (` (` (` (` from from from from from millions) millions) millions) millions) millions) operations operations operations operations operations 10,358.40 80.57% 10,460.67 82.32% 39,874.61 81.54% 45,884.25 83.92% 37,553.55 Earnings per share for Financial Year 2025 (`) Net Asset Return On Market Price/ Value Per Net Worth capitalisation/ Name of the company earnings Equity (RoNW) Revenue from ratio Basic Diluted Share (%) Operations Tenneco Clean Air India Limited 13.68 13.68 31.10 29.02## 46.65% 3.28## Listed Peers Bosch Ltd 683.25 683.25 4,682.16 57.39 15.58% 6.39 Timken India Ltd 59.48 59.48 378.21 49.22 17.00% 7.00 SKF India Ltd 114.50 114.50 525.50 19.21 21.43% 2.21 ZF Commercial Vehicle Control System India Ltd 242.90 242.90 1,694.75 53.67 15.35% 6.45 Sharda Motor Industries Ltd 109.71 109.71 184.97 9.67 30.46% 2.15 Gabriel India Ltd 17.05 17.05 82.38 75.92 22.42% 4.58 Uno Minda Ltd 16.42 16.37 95.99 75.11 18.36% 4.21 Sona BLW Precision Forgings Ltd 9.92 9.92 88.38 46.49 14.76% 8.09 Average of Listed Peers 48.34 5.13 ## Determined at cap price (upper end of the price band). For further details and relevant footnotes, please refer to page 169 of the RHP. Rationale for Selection of Peers: Our Company is part of a multi-national group and is engaged in the business of manufacturing and selling of auto-components, namely clean air, powertrain and suspension solutions. For the purpose of selection of peer-set, we have focused on multi-national and domestic auto-component companies listed in India having reasonable size, scale and returns and diversified/similar product portfolio. Thus, the quantitative criteria for selection of our peers includes reasonable size (market capitalisation of more than `150,000 million as on the date of DRHP and comparable return metrics (Return of Equity exceeding 15% for Fiscal Year 2025). Basis these criteria, our listed peers have been identified as Bosch Ltd, Timken India Ltd, SKF India Ltd, ZF Commercial Vehicle Control Ltd, Uno Minda Ltd, and Sona BLW Precision Forgings Ltd. Further, based on similar product portfolio, we have also considered Sharda Motor Industries Limited and Gabriel India Limited as our peers because of their significant presence in emission after-treatment industry and suspension industry, respectively. Please note that SKF Limited demerged it’s automotive business pursuant to scheme of arrangement w.e.f October 1, 2025 and has been considered as peer based on quantitative criteria of pre demerger market capitalisation of more than `150,000 million as on the date of DRHP. 77.79% 4. Inability to realize sales represented by awarded programs: Program awards by our customers do not include firm volume commitments. In addition, customers may delay or cancel a development program that has been awarded to us, and as the products we design and manufacture for a development program may not be suitable for other customers or development programs, we may not be able to sell products we develop for a cancelled program. 5. Influence of government policies linked to emission standards: Government policies regarding emission standards directly affect the design, production, and sale of our clean air and powertrain products which contributed 56.28%, 60.60%, 57.51%, 65.90% and 62.98% to our revenue from operations in the three months ended June 30, 2025 and 2024 and Fiscals 2025, 2024 and 2023, respectively. Our inability to keep pace with or develop products that meet the requirements of new emission standards within prescribed timeframes may impact the performance of our Clean Air & Powertrain Solutions division, and consequently our results of operations, financial condition, cash flows, and prospects, may be materially adversely affected. 6. Dependence on availability and cost of raw materials: Our cost of materials consumed constituted a significant portion of our revenue from operations. Our primary raw material is steel, which is subject to fluctuations in commodity prices. The table below sets forth our cost incurred for the purchase of steel for the periods/Fiscals indicated. We do not bear the risk of price increases in substrates, as these price variations are generally borne by our customers as the prices of these components are taken into account in the prices customers pay for our products. For the three months ended June 30, 2025 Particulars For Fiscal 2025 For Fiscal 2024 For Fiscal 2023 % of cost % of cost % of cost % of cost % of cost Amount of materials Amount of materials Amount of materials Amount of materials Amount of materials (` consumed (` consumed (` consumed (` consumed (` consumed millions) excluding millions) excluding millions) excluding millions) excluding millions) excluding substrates substrates substrates substrates substrates Cost of steel 4,485.58 7. 2024 63.25% 4,198.07 63.45% 16,653.45 62.35% 16,195.52 61.43% 17,640.91 71.38% Dependence on a related party for sales to the aftermarket: We sell to the aftermarket primarily through Motocare, an indirect subsidiary of Tenneco LLC and one of our Group Companies. Set forth below is the revenue derived by us from our sale of products to Motocare and the aftermarket for the periods/Fiscals indicated: Particulars Motocare Others Revenue from Aftermarket For the three months ended June 30, For Fiscal 2025 For Fiscal 2024 For Fiscal 2023 2025 2024 % of % of % of % of % of Amount Amount Amount Amount Amount revenue revenue revenue revenue revenue (` (` (` (` (` from from from from from millions) millions) millions) millions) millions) operations operations operations operations operations 627.79 4.88% 575.72 4.53% 2,315.97 4.74% 1,757.26 3.21% 610.37 1.26% 13.52 0.11% 11.91 0.09% 69.08 0.14% 823.39 1.51% 2,066.07 4.28% 641.31 4.99% 587.63 4.62% 2,385.05 4.88% 2,580.65 4.72% 2,676.44 5.54% 14. Weighted Average Return on Net Worth for Fiscals 2025, 2024 and 2023 is 39.25% and the Return on Net Worth for three months period ended June 30, 2025 is 13.42% (not annualised). 15. Average cost of acquisition of equity shares held by our Promoter Selling Shareholder is ` 138.14 per Equity Share and Offer Price at upper end of the price band is ` 397 per Equity Share. The average cost of acquisition per Equity Share held by our Promoters and Promoter Selling Shareholder is as set forth below: Name of Promoter Number of Equity Shares of face value `10 each Tenneco Mauritius Holdings Limited Average cost of acquisition per Equity Share (in `)* 333,725,530^ 138.14 Tenneco (Mauritius) Limited 26,734,261 138.15 Federal-Mogul Investments B.V. 10,607,654 288.85 Federal-Mogul Pty Ltd 14,478,794 288.85 Tenneco LLC 6,974,946 288.85 ^Including shares held through nominees. *As certified by B.B. & Associates, Chartered Accountants (FRN No. 023670N), by way of their certificate dated November 05, 2025. ....continued on next page... New Delhi